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
Date of Report (Date of earliest event reported): April 4, 2008
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation or organization)
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1-5740
(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
Dallas, Texas
(Address of principal executive offices)
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75248
(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 April 4, 2008, the Company hosted a conference call to discuss the announced acquisition of
Zetex plc (“Zetex”). The press release and the conference
call script, were previously filed on April 4, 2008. A recording of the
conference call has been posted on the Company’s website at www.diodes.com.
During the conference call, Dr. Keh-Shew Lu, President and CEO of Diodes Incorporated, as well
as Carl C. Wertz, Chief Financial Officer, Rick White, Senior Vice President of Finance, Mark King,
Senior Vice President of Sales and Marketing, and Hans Rohrer, CEO of Zetex made additional
comments during a question and answer session. A copy of the transcript is attached as Exhibit
99.1.
The information in this Item 7.01, 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.
Cautionary Information Regarding Forward-Looking Statements
Except for the historical and factual information contained in the transcript attached as
Exhibit 99.1, the matters set forth in the transcript (including statements as to: the expected
benefits of the acquisition, including the acquisition being accretive; the efficiencies, cost
savings, market profile, financial strength, competitive ability and position of the Company after
the acquisition; this acquisition will accelerate Diodes’ strategy; Zetex will aid deeper
penetration of our key end-markets; this combination will create synergies including excellent
cross-selling opportunities, economies of scale and cost savings; and, will create a highly
valuable supplier for the combined worldwide customer base; and other statements identified by
words such as “estimates,” “expects,” “projects,” “plans,” “will” and similar expressions) 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 the Company’s
inability to identify suitable acquisition candidates or consummate desired acquisitions; if the
Company makes any acquisitions, the Company may be unable to successfully integrate any acquired
companies within our operations due to factors associated with unexpected losses of key employees
or customers of the acquired company, bringing the acquired company’s standards, procedures and
controls into conformance within our Company’s operation; coordinating our new product and process
development, hiring additional management and other critical personnel, increasing the scope,
geographic diversity and complexity of our operations, difficulties in consolidating facilities and
transferring processes and know-how, difficulties in reducing costs of the acquired entity’s
business and diversion of our management’s attention from the management of our business; the
Company’s business strategy, fluctuations in product demand and supply, the
continued introduction of new products, the Company’s ability to maintain customer and vendor
relationships, technological advancements, impact of competitive products and pricing, growth in
targeted markets, the Company’s ability to successfully make additional acquisitions, risks of
foreign operations, availability of tax credits, and other information detailed from time to time
in the Company’s 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
transcript. 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 |
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99.1
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Question and answer transcript dated April 4, 2008. |