UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 12, 2008
Date of Report (Date of earliest event reported)
Date of Report (Date of earliest event reported)
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
002-25577 (Commission File Number) |
95-2039518 (I.R.S. Employer Identification No.) |
| 15660 North Dallas Parkway, Suite 850 | ||
| Dallas, TX (Address of principal executive offices) |
75248 (Zip Code) |
(972) 385-2810
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure. |
On September 12, 2008, Diodes Incorporated (“Diodes”) issued a press release to update its guidance
for the third quarter of 2008. A copy of the press release is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See exhibit index.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any statements
set forth above that are not historical facts are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those in the
forward-looking statements. Potential risks and uncertainties include, but are not limited to,
such factors as the Company’s business strategy, the introduction and market reception to new
product announcements, fluctuations in product demand and supply, prospects for the U.S. and global
economy; the continue introduction of new products, the Company’s ability to maintain customer and
vendor relationships, technological advancements, impact of competitive products and pricing,
growth in targeted markets, successful integration of acquired companies and/or assets, the
Company’s ability to successfully make additional acquisitions, risks of domestic and foreign
operations, uncertainties in the Auction Rate Securities market; currency exchange rates;
availability of tax credits, and other information detailed from time to time in the Company’s
filings with the United States Securities and Exchange Commission. The forward-looking statements
included in this report on Form 8-K are made only as of the date of this report, and the Company
undertakes no obligation to update the forward-looking statements to reflect subsequent events or
circumstances.
The information in this Form 8-K and the exhibits attached hereto shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934,
except as shall be expressly set forth by specific reference in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 15, 2008 | DIODES INCORPORATED |
|||
| By /s/ Carl C. Wertz | ||||
| CARL C. WERTZ | ||||
| Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
99.1
|
Press release dated September 12, 2008 (furnished pursuant to Item 7.01) |
Exhibit 99.1
Diodes Incorporated Updates Third Quarter Guidance
DALLAS, Texas – September 12, 2008 – Diodes Incorporated (Nasdaq: DIOD), a leading global
manufacturer and supplier of high-quality application specific standard products within the broad
discrete and analog semiconductor markets, today updated its guidance for the third quarter of
2008.
With the continued global economic weakness, Diodes expects its third quarter results to be at the
low end of its previously provided financial guidance. As a result, the Company now expects GAAP
earnings per share to range between $0.26 and $0.30. As mentioned previously, the Company is still
in the process of completing the FAS141 valuation analysis for the Zetex acquisition, and thus any
potential adjustments will not be included in the third quarter results.
About Diodes Incorporated
Diodes Incorporated (Nasdaq: DIOD), an S&P SmallCap 600 and Russell 3000 Index company, is a
leading global manufacturer and supplier of high-quality application specific standard products
within the broad discrete and analog semiconductor markets, serving the consumer electronics,
computing, communications, industrial and automotive markets. Diodes’ products include diodes,
rectifiers, transistors, MOSFETs, protection devices, functional specific arrays, amplifiers and
comparators, Hall-effect sensors and temperature sensors, power management devices including LED
drivers, DC-DC switching, regulators, linear voltage regulators and voltage reference along with
special function devices including USB power switch, load switch, voltage supervisor and motor
controllers. The Company has its corporate offices in Dallas, Texas, with a sales, marketing,
engineering and logistics office in Southern California; design centers in Dallas, San Jose,
Taipei, England and Germany; wafer fabrication facilities in Kansas City, Missouri and Manchester,
England; two manufacturing facilities in Shanghai, China, one in Neuhaus, Germany and a joint
venture facility in Chengdu, China; engineering, sales, warehouse and logistics offices in Taipei,
Hong Kong and Manchester, England, and sales and support offices throughout the world. For further
information, including SEC filings, visit the Company’s website at http://www.diodes.com.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any statements
set forth above that are not historical facts are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those in the
forward-looking statements. Such statements include statements regarding our expectation that: the
Company expects its third quarter results to be at the low end of its previously provided financial
guidance due to the continued global economic weakness; the Company’s expectation of its GAAP
earnings per share is now ranged between $0.26 and $0.30; and any potential adjustments that are
related to the FAS 141 valuation analysis will not be included in the Company’s third quarter
results. Potential risks and uncertainties include, but are not limited to, such factors as the
Company’s business strategy, the introduction and market reception to new product announcements,
fluctuations in product demand and supply, prospects for the U.S. and global economy; the continue
introduction of new products, the Company’s ability to maintain customer and vendor relationships,
technological advancements, impact of competitive products and pricing, growth in targeted markets,
successful integration of acquired companies and/or assets, the Company’s ability to successfully
make additional acquisitions, risks of domestic and foreign operations, uncertainties in the
Auction Rate Securities market; currency exchange rates; availability of tax credits, and other
information detailed from time to time in the Company’s filings with the United States Securities
and Exchange Commission.
Recent news releases, annual reports, and SEC filings are available at the Company’s website:
http://www.diodes.com. Written requests may be sent directly to the Company, or a request form can
be accessed at http://investor.diodes.com.
Company Contact:
|
Investor Contact: | |
Carl Wertz
|
Leanne Sievers | |
Chief Financial Officer
|
EVP, IR | |
Diodes, Inc.
|
Shelton Group | |
(805) 446-4800
|
(949) 224-3874 | |
carl_wertz@diodes.com
|
lsievers@sheltongroup.com |