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
October 6, 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
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002-25577
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95-2039518 |
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(Commission File Number)
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(I.R.S. Employer |
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Identification No.) |
| incorporation) |
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| 15660 North Dallas Parkway, Suite 850
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| Dallas, Texas
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75248 |
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(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:
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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)) |
Item 7.01. Regulation FD Disclosure.
On October 6, 2009, the Company attended investor presentations coordinated by BMO Capital Markets
based out of Canada. A copy of the presentation slides is attached as Exhibit 99.1 to this
Report.
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 Report. 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.
In the presentation, the Company utilized financial measures and terms not calculated in accordance
with generally accepted accounting principles in the United States (“GAAP”) in order to provide
stockholders with an alternative method for assessing our operating results in a manner that
enables stockholders to more thoroughly evaluate our current performance as compared to past
performance. We also believe these non-GAAP measures provide stockholders with a more informed
baseline for modeling the Company’s future financial performance. Our management uses these
non-GAAP measures for the same purpose. We believe that our stockholders should have access to
these same tools that we use in analyzing our results. These non-GAAP measures should be considered
in addition to results prepared in accordance with GAAP, but should not be considered a substitute
for or superior to GAAP results. See Exhibit 99.1 to the Company’s Form 8-K, filed on August 10,
2009 for definitions of these non-GAAP financial measures, together with an explanation of why
management uses these measures and why management believes that these non-GAAP financial measures
are useful to stockholders. In addition, in Exhibit 99.1 to the Company’s Form 8-K, filed on August
10, 2009, we have provided tables to reconcile these non-GAAP financial measures to GAAP financial
measures.
Cautionary Information Regarding Forward-Looking Statements
Except for the historical and factual information contained in the accompanying slides attached as
exhibits to this Report, the matters set forth therein are forward-looking statements within the
meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to risks and uncertainties that may cause actual
results to differ materially, including, but are not limited to, such factors as Diodes’ present
and future business strategy and objective; the introduction and market reception to new product
announcements; fluctuations in product demand and supply; prospects for the global economy;
continue introduction of new products; Diodes’ ability to maintain customer and vendor
relationships; technological advancements; impact of competitive products and pricing; growth in
targeted markets; geographic growth by regions; winning shares in various segments of the
semiconductor market and strategies; successful integration of acquired companies and/or assets;
Diodes’ ability to successfully make additional acquisitions; risks of domestic and foreign
operations; uncertainties in the Auction Rate Securities market; currency exchange rates;
availability of tax credits; UBS settlement may not provide us with the liquidity intended; our
future guidance may be incorrect; we may not realize or maintain the anticipated cost savings; the
global economic weakness may be more severe or last longer than we currently anticipated and other
information detailed from time to time in Diodes’ filings with the United States Securities and
Exchange Commission. You should not place undue reliance on these forward-looking statements, which
speak only as of the date of the presentation slides. The Company undertakes no obligation to
update publicly any forward-looking statements, whether as a result of new information, future
events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Description |
99.1
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Slides for BMO Capital Markets investor presentation in Canada on October 6, 2009 |