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
February 9, 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
(State or other
jurisdiction of
incorporation)
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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
Dallas, TX
(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 2.02 Results of Operations and Financial Condition.
On February 9, 2009, Diodes Incorporated issued a press release
announcing fourth quarter 2008 results. A copy of the press release
is attached as Exhibit 99.1.
On February 9, 2009, Diodes Incorporated hosted a conference call
to discuss its fourth quarter 2008 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 February 9, 2009, Dr. Keh-Shew Lu,
President and Chief Executive Officer of Diodes Incorporated, as
well as Carl C. Wertz, Chief Financial Officer, Rick White, Senior
Vice President of Finance, and Mark King, Senior Vice President of
Sales and Marketing, made additional comments during a question
and answer session. A copy of the transcript is attached as
Exhibit 99.3.
In the press release, Diodes Incorporated 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. In the press release,
we have provided definitions of the 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 investors. In addition, in our press release we have
provided tables to reconcile the non-GAAP financial measures
utilized to GAAP financial measures.
Item 7.01 Regulation FD Disclosure.
The earnings release 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.