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UNITED STATES
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
Date of Report (Date of earliest event reported): October 9, 2008
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of
incorporation)
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002-25577
(Commission File Number)
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95-2039518
(I.R.S. Employer
Identification No.) |
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15660 North Dallas Parkway, Suite 850
Dallas, TX
(Address of principal executive offices)
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75248
(Zip Code) |
(972) 385-2810
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. |
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Entry into a Material Definitive Agreement. |
On October 9, 2008, a Second Amendment to Addendum to Clients
Agreement and Terms and Conditions for Irrevocable Standby Letter
of Credit (the Second Amendment) between Diodes Incorporated (the
Company) and UBS Financial Services Inc. (UBS) became effective
and binding, replacing the first Amendment to Addendum to Clients
Agreement and Terms and Conditions for Irrevocable Standby Letter
of Credit dated June 9, 2008 (the First Amendment) between both
parties.
Under the Second Amendment, retroactively effective to August 22,
2008, the floating rate of interest per annum for the Companys
U.S. $165 million loan from UBS shall be reduced to the prevailing
daily 30-day LIBOR plus 0.00% and may include the compounding of
interest.
The foregoing summary of the Second Amendment is qualified in its
entirety by the copy of the Second Amendment attached hereto as
Exhibit 99.1 and incorporated herein by reference. The Addendum to
Clients Agreement and Terms and Conditions for Irrevocable Standby
Letter of Credit and the First Amendment have been filed with the
Securities and Exchange Commission as exhibits to the Companys
Current Report on Form 8-K, filed respectively on April 4, 2008 and
June 13, 2008.
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Item 9.01 |
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Financial Statements and Exhibits. |
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Exhibit |
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Number |
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Description |
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99.1
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Second Amendment to Addendum to Clients
Agreement and Terms and Conditions For Irrevocable Standby Letter of Credit
dated October 2, 2008, between Diodes Incorporated and UBS Financial Services Inc. |
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.
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Dated: October 9, 2008 |
DIODES INCORPORATED
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By: |
/s/ Carl C. Wertz
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Carl C. Wertz, |
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Chief Financial Officer |
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exv99w1
Exhibit 99.1
SECOND AMENDMENT TO ADDENDUM TO CLIENTS AGREEMENT AND TERMS AND CONDITIONS
FOR IRREOVCABLE STANDBY LETTER OF CREDIT
This Second Amendment (the Amendment), dated as of October 2, 2008, amends the terms of that
certain Addendum to Clients Agreement and Terms and Conditions for Irrevocable Standby Letter of
Credit dated as of March 28, 2008 (the Addendum) by and between UBS Financial Services Inc. (UBS
Financial Services) and Diodes Incorporated (the Client) (this Amendment, the Amendment to
Addendum to Clients Agreement and Terms and Conditions for Irrevocable Standby Letter of Credit,
the Addendum, the Clients Agreement and the Terms and Conditions for Irrevocable Standby Letter of
Credit are collectively referred to hereinafter as the Agreement). Any conflict between the terms
of the Agreement and this Amendment shall be resolved in accordance with the terms of this
Amendment. Defined terms used herein shall have the respective meanings set forth in the Agreement
unless otherwise defined in this Amendment.
UBS Financial Services and the Client, intending to be legally bound, and in consideration of the mutual
covenants and promises contained herein, hereby acknowledge and agree that:
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Section 4 of the Addendum is amended in its entirety to read as follows: |
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The first sentence of Section 9 of the Clients Agreement is amended in its entirety to read as follows: |
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All amounts advanced and other balances due shall be charged interest at a floating rate of interest
per annum equal to the sum of the prevailing daily 30-day LIBOR plus 0.00% that is retroactively
effective to August 22, 2008 and in accordance with your usual custom, which may include the compounding
of interest, including any increases in rates which reflect adjustments in 30-day LIBOR. |
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Except as expressly amended by the terms in this Amendment, all of the terms and conditions of the Agreement
shall remain in full force and effect. This Amendment may be signed in multiple counterparts and all of said
counterparts taken together shall constitute one and the same instrument. |
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This Amendment shall not become effective and binding upon UBS Financial Services until this Amendment has
been executed by the Client and accepted by UBS Financial Services at its home office. |
IN WITNESS WHEREOF, each of the parties has signed this Amendment pursuant to due and proper authority
as of the date first above written.
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DIODES INCORPORATED
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UBS FINANCIAL SERVICES INC. |
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By:
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/s/ Richard D. White
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By:
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/s/ Anthony DAndrea |
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Name:
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Richard D. White
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Name:
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Anthony DAndrea |
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Title:
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Sr. VP Finance
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Title:
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ED RP |
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By:
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/s/ Mark R. Guarino |
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Name:
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Mark R. Guarino |
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Title:
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D Credit Risk Control |
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