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
March 9, 2009
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 March 9, 2009, Diodes Incorporated issued a press release to update its guidance for the
first quarter of 2009. A copy of the press release is attached as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, will not be treated as
filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or
otherwise subject to the liabilities of that section. This information will not be incorporated by
reference into a filing under the Securities Act of 1933, or into another filing under the Exchange
Act, unless that filing expressly refers to specific information in this Form 8-K. The furnishing
of the information in this Item 7.01 is not intended to, and does not, constitute a representation
that such furnishing is required by Regulation FD or that the information in this Item 7.01 is
material information that is not otherwise publicly available.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit | ||||
| Number | Description | |||
| 99.1 | Press release dated March 9, 2009 |
|||
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: March 11, 2009 | DIODES INCORPORATED |
|||
| By | /s/ Carl C. Wertz | |||
| CARL C. WERTZ | ||||
| Chief Financial Officer | ||||
Exhibit 99.1
Diodes Incorporated Updates First Quarter 2009 Guidance
Revenue Estimate Better Than Previously Expected
Dallas, Texas — March 9, 2009 —— 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 provided updated guidance for the first quarter of
2009.
The Company now expects first quarter revenue to be in the range of $71 million to $75 million,
compared to the prior guidance of approximately $69.5 million. The upward revision is due primarily
to an increase in demand for the Company’s products utilized in mobile phone handsets and LCD
televisions as well as stronger than expected demand in the China market. The Company remains
cautious about the global economy and will continue to carefully monitor the market conditions and
the demand environment in the coming months.
Gross margin is expected to remain within the prior guidance range of 16 to 20 percent. The Company
continues to expect to generate positive cash flow from operations as well as positive free cash
flow in the first quarter of 2009. Additionally, the Company stated that its previously announced
cost reduction initiatives have been fully implemented and will result in a quarterly operating
expense run rate of between $21 and $23 million.
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 references along with
special function devices including USB power switch, load switch, voltage supervisor and motor
controllers. The Company’s corporate headquarters are located in Dallas, Texas. A sales,
marketing, engineering and logistics office is located in Westlake Village, California. Design
centers are located in Dallas; San Jose, California; Taipei, Taiwan; Manchester, England and
Neuhaus, Germany. The Company’s wafer fabrication facilities are located in Kansas City, Missouri
and Manchester; with two manufacturing facilities located in Shanghai, China, another in Neuhaus,
and a joint venture facility located in Chengdu, China. Additional engineering, sales, warehouse
and logistics offices are located in Taipei; Hong Kong; Manchester and Munich, Germany, with
support offices located 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: revenue estimate
better than previously expected; Company now expects first quarter revenue to be in the range of
$71 million to $75 million; the upward revision is due primarily to an increase in demand for the
Company’s products; the Company remains cautious about the global economy and will continue to
carefully monitor the market conditions and demand environment in the coming months; gross margin
is expected to remain within the prior guidance range of 16 to 20 percent; the Company continues to
expect to generate positive cash flow from operations as well as positive free cash flow in the
first quarter of 2009; the Company’s cost reduction initiatives will result in a quarterly
operating expense run rate of between $21 and $23 million. Potential risks and uncertainties
include, but are not limited to, such factors as: the UBS settlement may not provide us with the
liquidity intended; we may not realize the anticipated cost savings; we may not effect the planned
further reductions in costs or these cost containment measures may not prove to be material; our
future guidance may be incorrect; the global economic weakness may be more severe or last longer
than we currently anticipated; 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 they may be
e-mailed to: diodes-fin@diodes.com.
# # #
Company Contact:
|
Investor Relations Contact: | |
| Carl Wertz Chief Financial Officer P: 805-446-4800 E: carl_wertz@diodes.com |
Shelton Group Leanne K. Sievers EVP, Investor Relations P: 949-224-3874 E: lsievers@sheltongroup.com |