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)
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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 |
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Dallas, TX
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75248 |
(Address of principal executive offices)
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(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:
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.
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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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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.
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Dated: September 11, 2009 |
DIODES INCORPORATED
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By |
/s/ Richard D. White
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RICHARD D. WHITE |
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Chief Financial Officer |
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EX-99.1
Exhibit 99.1
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 Companys 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 Companys 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
Companys 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 Companys 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 Companys 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 Companys 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 Companys 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
Companys filings with the United States Securities and Exchange Commission.
Recent news releases, annual reports, and SEC filings are available at the Companys 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.
# # #
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Company Contact:
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Investor Relations Contact: |
Carl Wertz
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Shelton Group |
VP, Finance and Investor Relations
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Leanne K. Sievers |
P: 805-446-4800
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EVP, Investor Relations |
E: carl_wertz@diodes.com
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P: 949-224-3874 |
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E: lsievers@sheltongroup.com |