-----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, OiOHN/KswjVhZ7QcnUDvyHxTOFZQDODUqZzK9YV/muxIZHWc8fFiCkCq0vmh/pgV rxve7Q0NvXV24WA7GfOyuA== 0001144204-06-039707.txt : 20060926 0001144204-06-039707.hdr.sgml : 20060926 20060925181606 ACCESSION NUMBER: 0001144204-06-039707 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060922 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060926 DATE AS OF CHANGE: 20060925 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: 061107340 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 v053465.txt 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 22, 2006 DIODES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-5740 95-2039518 (State or other (Commission (I.R.S. Employer jurisdiction of incorporation File Number) Identification No.) or organization) 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 1.01. Entry into a Material Definitive Agreement. Effective as of September 22, 2006, the Board of Directors of Diodes Incorporated (the "Company") clarified and amended the 1993 Non-Qualified Stock Option Plan, the 1993 Incentive Stock Option Plan and the 2001 Equity Incentive Plan (the "Plans") of the Company, and each award outstanding thereunder, to provide that, in the event of a change in the capital stock of the Company (such as a stock dividend, stock split, recapitalization, merger, consolidation, split-up, combination, exchange of stock or other form of reorganization), such proportionate adjustment will be made to each award as may be necessary or appropriate, as determined by the Compensation Committee, to reflect that change in the capital stock. The foregoing summary of the amendments of the Plans is qualified in its entirety by reference to the form of the amendments attached as Exhibits 10.1, 10.2 and 10.3 to this Report. 2 Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description ------ ----------- 10.1* Amendment to 1993 Non-Qualified Stock Option Plan. 10.2* Amendment to 1993 Incentive Stock Option Plan. 10.3* Amendment to 2001 Omnibus Equity Incentive Plan. - ------------------ * Management contract or compensatory plan or arrangement. 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 25, 2006 By /s/ Carl C. Wertz ----------------------- Carl C. Wertz, Chief Financial Officer 3 EXHIBIT INDEX Exhibit Number Description ------ ----------- 10.1* Amendment to 1993 Non-Qualified Stock Option Plan. 10.2* Amendment to 1993 Incentive Stock Option Plan. 10.3* Amendment to 2001 Omnibus Equity Incentive Plan. - ------------------ * Management contract or compensatory plan or arrangement. 4 EX-10.1 2 v053465_ex10-1.txt Exhibit 10.1 AMENDMENT 2006A TO THE DIODES INCORPORATED 1993 NON-QUALIFIED STOCK OPTION PLAN Diodes Incorporated (the "Company") hereby amends the above-named plan (the "Plan") by amending Section 9 thereof to read as follows: (a) The maximum aggregate total number of shares of Common Stock for which Options in respect thereof may be granted, the number and kind of Shares covered by each outstanding Option, the maximum number of shares of Common Stock that may be sold or awarded to any Participant, and the price per share (but not the total price) subject to each outstanding Option shall be proportionally adjusted to prevent dilution or enlargement of rights under the 1993 NQO Plan for any change in the outstanding Common Stock subject to the 1993 NQO Plan, or subject to any Option, resulting from any stock splits, combination or exchange of shares of Common Stock, consolidation, spin-off or recapitalization of shares of Common Stock or any capital adjustment or transaction similar to the foregoing or any distribution to holders of Common Stock other than regular cash dividends. (b) The Committee shall make such adjustment in such manner as it may deem equitable and appropriate, subject to compliance with applicable laws. Any determination, substitution or adjustment made by the Committee under this Section shall be conclusive and binding on all persons. Except as expressly provided herein, neither the Company's issuance of shares of stock of any class or securities convertible into shares of stock of any class, nor the conversion of any convertible securities of the Company, shall be treated as a transaction requiring any substitution or adjustment under this Section. * * * * * The Company has caused this Amendment 2006A to the 1993 Non-Qualified Stock Option Plan to be signed on the date indicated below, to be effective as indicated above. DIODES INCORPORATED Dated: September 22, 2006 By: Carl Wertz /s/ Carl Wertz Its: Secretary EX-10.2 3 v053465_ex10-2.txt Exhibit 10.2 AMENDMENT 2006A TO THE DIODES INCORPORATED 1993 INCENTIVE STOCK OPTION PLAN Diodes Incorporated (the "Company") hereby amends the above-named plan (the "Plan") by amending Section 10 thereof to read as follows: (a) The maximum aggregate total number of shares of Common Stock for which Options in respect thereof may be granted, the number and kind of Shares covered by each outstanding Option, the maximum number of shares of Common Stock that may be sold or awarded to any Participant, and the price per share (but not the total price) subject to each outstanding Option shall be proportionally adjusted to prevent dilution or enlargement of rights under the 1993 ISO Plan for any change in the outstanding Common Stock subject to the 1993 ISO Plan, or subject to any Option, resulting from any stock splits, combination or exchange of shares of Common Stock, consolidation, spin-off or recapitalization of shares of Common Stock or any capital adjustment or transaction similar to the foregoing or any distribution to holders of Common Stock other than regular cash dividends. (b) The Committee shall make such adjustment in such manner as it may deem equitable and appropriate, subject to compliance with applicable laws. Any determination, substitution or adjustment made by the Committee under this Section shall be conclusive and binding on all persons. Except as expressly provided herein, neither the Company's issuance of shares of stock of any class or securities convertible into shares of stock of any class, nor the conversion of any convertible securities of the Company, shall be treated as a transaction requiring any substitution or adjustment under this Section. * * * * * The Company has caused this Amendment 2006A to the 1993 Incentive Stock Option Plan to be signed on the date indicated below, to be effective as indicated above. DIODES INCORPORATED Dated: September 22, 2006 By: Carl Wertz /s/ Carl Wertz Its: Secretary EX-10.3 4 v053465_ex10-3.txt Exhibit 10.3 AMENDMENT 2006A TO THE DIODES INCORPORATED 2001 OMNIBUS EQUITY INCENTIVE PLAN Diodes Incorporated (the "Company") hereby amends the above-named plan (the "Plan") by amending Section 15(b) thereof to read as follows: (i) The maximum aggregate total number of shares of Common Stock for which Awards in respect thereof may be granted, the number and kind of Shares covered by each outstanding Award, the maximum number of shares of Common Stock that may be sold or awarded to any Participant, and the price per share (but not the total price) subject to each outstanding Award shall be proportionally adjusted to prevent dilution or enlargement of rights under the Plan for any change in the outstanding Common Stock subject to the Plan, or subject to any Award, resulting from any stock splits, combination or exchange of shares of Common Stock, consolidation, spin-off or recapitalization of shares of Common Stock or any capital adjustment or transaction similar to the foregoing or any distribution to holders of Common Stock other than regular cash dividends. (ii) The Committee shall make such adjustment in such manner as it may deem equitable and appropriate, subject to compliance with applicable laws. Any determination, substitution or adjustment made by the Committee under this Section shall be conclusive and binding on all persons. Except as expressly provided herein, neither the Company's issuance of shares of stock of any class or securities convertible into shares of stock of any class, nor the conversion of any convertible securities of the Company, shall be treated as a transaction requiring any substitution or adjustment under this Section. * * * * * The Company has caused this Amendment 2006A to the 2001 Omnibus Equity Incentive Plan to be signed on the date indicated below, to be effective as indicated above. DIODES INCORPORATED Dated: September 22, 2006 By: Carl Wertz /s/ Carl Wertz Its: Secretary -----END PRIVACY-ENHANCED MESSAGE-----