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 10, 2011
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 Dallas Parkway, Suite 850 Dallas, Texas (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 10, 2011, Diodes Incorporated issued a press release to reaffirm its guidance for the
first quarter of 2011. 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 10, 2011 |
|||
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, 2011 | DIODES INCORPORATED |
|||
| By /s/ Richard D. White | ||||
| RICHARD D. WHITE | ||||
| Chief Financial Officer | ||||
Exhibit 99.1
Diodes Incorporated Maintains Its First Quarter 2011 Guidance
Dallas, Texas — March 10, 2011 — Diodes Incorporated (Nasdaq: DIOD), a leading global
manufacturer and supplier of high-quality application specific standard products within the broad
discrete, logic and analog semiconductor markets, today reaffirmed its guidance for the first
quarter of 2011.
The Company is maintaining its guidance for the first quarter of 2011 and therefore, continues to
expect revenue to be flat to down five percentage points sequentially and gross margin to be
approximately 36.5 percent, plus or minus one percentage point. In addition, the Company continues
to expect operating expenses to be comparable to the fourth quarter of 2010 on a percent of revenue
basis, income tax rate is expected to range between 17 and 23 percent, and shares used to calculate
GAAP EPS are anticipated to be approximately 46.3 million.
About Diodes Incorporated
Diodes Incorporated (Nasdaq: DIOD), a Standard and Poor’s 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, logic, and analog semiconductor markets. Diodes serves
the consumer electronics, computing, communications, industrial, and automotive markets. Diodes’
products include diodes, rectifiers, transistors, MOSFETs, protection devices, functional specific
arrays, single gate logic, amplifiers and comparators, Hall-effect and temperature sensors; power
management devices, including LED drivers, DC-DC switching and linear voltage regulators, and
voltage references along with special function devices, such as USB power switches, load switches,
voltage supervisors, and motor controllers. The Company’s corporate headquarters, logistics center,
and Americas’ sales office are located in Dallas, Texas. Design, marketing, and engineering 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 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:
Diodes Incorporated maintains its first quarter 2011 guidance; the Company today reaffirmed its
guidance for the first quarter of 2011; the Company is maintaining its guidance for the first
quarter of 2011 and therefore, continues to expect revenue to be flat to down five percentage
points sequentially and gross margin to be approximately 36.5 percent, plus or minus one percentage
point; and the Company continues to expect operating expenses to be comparable to the fourth
quarter of 2010 on a percent of revenue basis, income tax rate is expected to range between 17 and
23 percent, and shares used to calculate GAAP EPS are anticipated to be approximately 46.3 million.
Potential risks and uncertainties include, but are not limited to, such factors as: we may not be
able to maintain our current growth strategy or continue to maintain our current performance, costs
and loadings in our manufacturing facilities; risks of domestic and foreign operations, including
excessive operation costs, labor shortages and our joint venture prospects; unfavorable currency
exchange rates; 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: Diodes Incorporated Laura Mehrl Director of Investor Relations P: 972-385-4492 E: laura_mehrl@diodes.com |
Investor Relations Contact: Shelton Group Leanne K. Sievers EVP, Investor Relations P: 949-224-3874 E: lsievers@sheltongroup.com |