-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ASxnVl+41SjVYGLvMQ/3kFB9lvpykBg1jEtqiee69u+K/JmzJ3ELBlRS5pssSgmK PD+ylV5dWvzu+NEZpV/Z+Q== 0000029002-05-000043.txt : 20050907 0000029002-05-000043.hdr.sgml : 20050907 20050906190148 ACCESSION NUMBER: 0000029002-05-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050902 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050907 DATE AS OF CHANGE: 20050906 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIODES INC /DEL/ CENTRAL INDEX KEY: 0000029002 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952039518 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-25577 FILM NUMBER: 051071460 BUSINESS ADDRESS: STREET 1: 3050 E HILLCREST DR CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 BUSINESS PHONE: 8054464800 MAIL ADDRESS: STREET 1: 3050 E HILLCREST DR SUITE 200 STREET 2: 3050 E HILLCREST DR SUITE 200 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 913623154 8-K 1 form8k05articles.txt FORM 8-K 9/6/05 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): September 2, 2005 DIODES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-5740 95-2039518 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation or organization) Identification No.) 3050 East Hillcrest Drive Westlake Village, California 91362 (Address of principal executive offices) (Zip Code) (805) 446-4800 (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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 2, 2005, Diodes Incorporated (the "Company") filed a Certificate of Elimination with the Secretary of State of the State of Delaware. The Certificate of Elimination amends the Company's Certificate of Incorporation, as amended, by eliminating the Company's Class A Preferred Stock, $1.00 par value per share, and all references to such stock in the Certificate of Incorporation. The amendment to the Certificate of Incorporation became effective on September 2, 2005. The Certificate of Elimination is filed as Exhibit 3.1 to this Report and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. Exhibit Description Number 3.1 Certificate of Elimination of the Class A Preferred Stock of Diodes Incorporated, filed with the Delaware Secretary of State on September 2, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DIODES INCORPORATED Date: September 6, 2005 By /s/ Carl C. Wertz -------------------------- Carl C. Wertz, Chief Financial Officer EXHIBIT INDEX Exhibit Description Number 3.1 Certificate of Elimination of the Class A Preferred Stock of Diodes Incorporated, filed with the Delaware Secretary of State on September 2, 2005. EX-3 2 form8k05articlesex31.txt FORM 8-K, EXHIBIT 3.1 EXHIBIT 3.1 CERTIFICATE OF ELIMINATION OF THE CLASS A PREFERRED STOCK OF DIODES INCORPORATED Diodes Incorporated, a corporation organized and existing under the laws of the State of Delaware (the "Company"), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the "DGCL"), hereby certifies as follows: 1. That the Certificate of Incorporation, as amended to date, of the Company authorizes 31,000,000 shares of capital stock, which consists of 30,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock. 2. That pursuant to Section 151 of the DGCL and the authority set forth in the Company's Certificate of Incorporation, the board of directors of the Company (the "Board of Directors"), by resolution duly adopted, established a series of preferred stock, $1.00 par value per share, of the Company, designated as "Class A Preferred Stock" (the "Class A"), fixed the total number of shares of such class at 169,629, and established the powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of such series and filed a Certificate of Designations, Preferences and Rights of Class A Preferred Stock in the office of the Secretary of State of the State of Delaware on June 30, 1995 (the "Certificate of Designation"). 3. That the Board of Directors has duly adopted the following resolutions: RESOLVED: That as of the date hereof no shares of Class A are outstanding and no shares of Class A will be issued subject to the Certificate of Designation. RESOLVED FURTHER: That all matters set forth in the Certificate of Designation with respect to the Class A be eliminated from the Certificate of Incorporation, as heretofore amended, of this corporation. RESOLVED FURTHER: That all 169,629 shares of Class A shall resume the status of authorized but unissued shares of preferred stock, par value $1.00 per share, of the Company. RESOLVED FURTHER: That the Certificate of Elimination hereby is approved. RESOLVED FURTHER: That each officer of this corporation hereby is authorized and directed, by and on behalf of this corporation and in its name, to execute the Certificate of Elimination and to cause the Certificate of Elimination to be filed with the Secretary of State of the State of Delaware, but with such changes therein as the officer filing the same shall deem to be necessary or advisable, the filing of the Certificate of Elimination with the Secretary of State of the State of Delaware to be conclusive evidence of the approval of any such changes. RESOLVED FURTHER: That each officer of this corporation hereby is authorized and directed, by and on behalf of this corporation and in its name, to execute and deliver such documents and to take such other actions as such officer may deem to be necessary or advisable to effect the purposes of the foregoing resolutions. 4. That no shares of Class A are outstanding, and no shares of Class A will be issued pursuant to the Certificate of Designation. 5. That all matters set forth in the Certificate of Designation with respect to Class A be, and they hereby are, eliminated from the Certificate of Incorporation, as heretofore amended, of the Company and that, accordingly, all 169,629 shares of Class A shall resume the status of authorized but unissued shares of preferred stock, par value $1.00 per share. The next page is the signature page. IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be executed by its duly authorized officer on this second day of September 2005. DIODES INCORPORATED By /s/ Carl C. Wertz ------------------------ Carl C. Wertz, Secretary -----END PRIVACY-ENHANCED MESSAGE-----