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
November 2, 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 |
| (State or other
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(Commission File Number)
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(I.R.S. Employer |
| jurisdiction of
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Identification No.) |
| incorporation) |
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| 15660 North Dallas Parkway, Suite 850
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75248 |
| Dallas, TX
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(Zip Code) |
| (Address of principal executive offices) |
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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 2.02 Results of Operations and Financial Condition.
On November 2, 2009, Diodes Incorporated issued a press release announcing its third
quarter 2009 results. A copy of the press release is attached as Exhibit 99.1.
On November 2, 2009, Diodes Incorporated hosted a conference call to discuss its third
quarter 2009 results. A recording of the conference call has been posted on its website at
www.diodes.com. A copy of the script is attached as Exhibit 99.2.
During the conference call on November 2, 2009, Dr. Keh-Shew Lu, President and Chief
Executive Officer of Diodes Incorporated, as well as Richard D. White, Chief Financial Officer,
Mark King, Senior Vice President of Sales and Marketing and Carl C. Wertz, Vice President of
Finance and Investor Relations made additional comments during a question and answer session. A
copy of the transcript is attached as Exhibit 99.3.
In the press release and earnings conference call, Diodes Incorporated (the “Company”)
utilizes financial measures and terms not calculated in accordance with generally accepted
accounting principles in the United States (“GAAP”) in order to provide investors with an
alternative method for assessing our operating results in a manner that enables investors to more
thoroughly evaluate our current performance as compared to past performance. We also believe these
non-GAAP measures provide investors 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 investors should have access to, and that we are obligated to provide, the same set of
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. The following, along with others described in Exhibit 99.1, is a
description of non-GAAP measures used:
Free Cash Flow (FCF) is operating cash flows minus capital expenditures. FCF represents the
cash and cash equivalents that we are able to generate after taking into account investments
required to maintain or expand property, plant and equipment. FCF is important because it allows
us to pursue opportunities to develop new products, make acquisitions and reduce debt.
Item 7.01 Regulation FD Disclosure.
The press release in Exhibit 99.1 also provides an update on the Company’s business
outlook.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See exhibit index.
The information in this Form 8-K and the exhibits attached hereto shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except as shall be expressly set forth by specific reference in such filing.