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): May 29, 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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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, Texas
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75248 |
(Address of principal executive offices)
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(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:
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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)) |
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| Item 7.01. |
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Regulation FD Disclosure. |
On May 29, 2008, the Company held its 2008 annual shareholder meeting. A copy of the remarks
of Dr. Keh-Shew Lu, the Company’s President and Chief Executive Officer, is attached as Exhibit
99.1 to this Report. A copy of the slide presentation used in connection with Dr. Lu’s remarks
is attached as Exhibit 99.2 to this Report.
The information in this Item 7.01, including Exhibits 99.1, and 99.2, 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 Dr. Keh-Shew Lu’s remarks and
accompanying slides attached as exhibits to this Report, the matters set forth therein (including
statements as to the expected benefits of the acquisition of Zetex plc, including the efficiencies,
cost savings, market profile, financial strength, competitive ability and position of the Company
after the acquisition of Zetex plc; the acquisition will create synergies including excellent
cross-selling opportunities; the soundness of the Company’s strategic direction; our expected
introduction of new innovative products, expected gradual expansion in gross margins; 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
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Dr. Lu’s remarks. The Company undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
The Company submitted to a vote of its security holders at an annual meeting of stockholders
on May 29, 2008, the election of members of the Board. The directors were each elected to serve
until the 2009 annual meeting or until their successors are elected and have qualified. The results
of the tabulation for each nominee for director of the Company is as follows:
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C.H. Chen, |
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For: 23,672,108 |
Director |
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Withheld: 15,375,683 |
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Michael R. Giordano, |
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For: 29,029,538 |
Director |
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Withheld: 10,018,253 |
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L.P.Hsu, |
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For: 38,515,544 |
Director |
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Withheld: 532,247 |
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Keh-Shew Lu, |
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For: 38,084,226 |
Director |
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Withheld: 963,565 |
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Shing Mao, |
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For: 38,212,281 |
Director |
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Withheld: 835,510 |
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Raymond Soong, |
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For: 34,940,544 |
Director |
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Withheld: 4,107,247 |
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John M. Stich, |
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For: 38,682,244 |
Director |
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Withheld: 365,547 |
The Company also submitted to a vote of its security holders at an annual meeting of
shareholders on May 29, 2008, the appointment of Moss Adams LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2008. The result of the
tabulation was 38,418,939 shares voted in favor of the proposal, 539,068 shares voted against, and
89,784 abstained from voting on the proposal. No broker non-votes with respect to this proposal
were received.
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| Item 9.01. |
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Financial Statements and Exhibits. |
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| Exhibit |
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Description |
99.1
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Remarks of Dr. Keh-Shew Lu at Annual Shareholder Meeting |
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99.2
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Slides for Remarks of Dr. Keh-Shew Lu at Annual Shareholder Meeting |
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