FORM 8-K
 
 
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
September 9, 2009
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   75248
(Address of principal executive offices)   (Zip Code)
(972) 385-2810
(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 9, 2009, Diodes Incorporated issued a press release to update its guidance for the third 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 September 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: September 11, 2009  DIODES INCORPORATED
 
 
  By /s/ Richard D. White    
    RICHARD D. WHITE   
    Chief Financial Officer   

 

EX-99.1
         
Exhibit 99.1
(DIODES LOGO)
Diodes Incorporated Increases Third Quarter 2009 Revenue Guidance
Dallas, Texas — September 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 increased its guidance for the third quarter of 2009.
Due to continued improvement in demand and order rates, primarily in Asia, the Company is raising its previous guidance and now expects third quarter revenue to increase 13 to 17 percent over the second quarter revenue versus the prior guidance of 10 to 15 percent sequential growth. The Company is maintaining its guidance for gross margin at the previous level of approximately 28 to 32 percent. The revenue increase is driven primarily by demand for the Company’s products utilized in equipment such as LCD televisions and panels, set-top boxes, mobile handsets and netbooks.
The Company continues to expect operating expenses to be comparable to the second quarter on a percent of revenue basis and our tax rate to be a relatively nominal amount of zero to four percent as identified in our previous guidance for third quarter of 2009. In accordance with FSP APB 14-1, GAAP results will include approximately $2.2 million of non-cash interest expense from the amortization of debt discount related to the Company’s Convertible Senior Notes.
About Diodes Incorporated
Diodes Incorporated (Nasdaq:DIOD), a 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 our expectation that: due to continued improvement in demand and order rates, primarily in Asia, the Company is raising its previous guidance and now expects third quarter revenue to increase 13 to 17 percent over the second quarter revenue versus the prior guidance of 10 to 15 percent. The Company is maintaining its guidance for gross margin at the previous level of approximately 28 to 32 percent. The revenue increase is driven primarily by demand for the Company’s products utilized in equipment such as LCD televisions and panels, set-top boxes, mobile handsets and netbooks. The Company continues to expect operating expenses to be comparable to the second quarter on a percent of revenue basis and our tax rate to be a relatively nominal amount of zero to four percent as identified in our previous guidance for third quarter of 2009. In accordance with FSP APB 14-1, GAAP results will include approximately $2.2 million of non-cash interest expense from the amortization of debt discount related to the Company’s Convertible Senior Notes. 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 or maintain the anticipated cost savings or increased loadings in our manufacturing facilities; 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
  Shelton Group
VP, Finance and Investor Relations
  Leanne K. Sievers
P: 805-446-4800
  EVP, Investor Relations
E: carl_wertz@diodes.com
  P: 949-224-3874
 
  E: lsievers@sheltongroup.com