-----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, EIFWhMhzypW5pH4RRUHA+BVGEUyB5R6NP1MITRImSeC969UgOC+T66ZX6G9M5vB8 NvbgdqwLCqOiI3FE2r10fQ== 0001144204-07-067356.txt : 20071213 0001144204-07-067356.hdr.sgml : 20071213 20071213144743 ACCESSION NUMBER: 0001144204-07-067356 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071212 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071213 DATE AS OF CHANGE: 20071213 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: 071304382 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 v097128_8k.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): December 12, 2007 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 Identification No.) organization) 15660 North Dallas Parkway Suite 850 Dallas, Texas (Address of principal executive 75248 offices) (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: [_] 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)) 1 Item 7.01 Regulation FD Disclosure. - ---- ------------------------------ On December 12, 2007, Diodes Incorporated (the "Company") announced an increase in its revenue guidance for the fourth quarter of 2007. The Company now expects fourth quarter gross profit margin to increase 120 to 150 basis points sequentially from the 32.4% reported in the third quarter, compared to its previous guidance of a 60 to 110 basis point increase. The Company noted that product mix and manufacturing efficiencies are the key drivers for the margin improvement. Additionally, the Company reaffirmed its fourth quarter revenue guidance to be in the range of $106 million to $109 million. A copy of the press release is attached as Exhibit 99.1 to this Current Report. The information in this Item 7.01, including Exhibit 99.1, 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 the press release, attached as an exhibit to this Report, the matters set forth therein (including statements as to the expected benefits of the consolidation, 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: the possibility that the Company failed to meet the revenue guidance or the expected gross profit margin due to miscalculation, low demand of products, inefficient manufacturing process, the Company's inability to maintain customer and vendor relationships, negative impact of competitive products and pricing, unsuccessful integration of acquired companies and/or assets, high risks of foreign and domestic operations, unfavorable exchange rates, unavailability of tax credits; and the impact of competition and other risk factors relating to our industry and business as detailed from time to time in the Company's reports filed with the SEC. You should not place undue reliance on these forward-looking statements, which speak only as of the date of the press release. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Item 9.01 Financial Statements and Exhibits. - --------- ---------------------------------- (d) Exhibits. Exhibit Number Description ------ ----------- 99.1 Press release dated December 12, 2007 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: December 12, 2007 By /s/ Carl C. Wertz ----------------------------------- Carl C. Wertz, Chief Financial Officer 2 EXHIBIT INDEX ------------- Exhibit Number Description ------ ----------- 99.1 Press release dated December 12, 2007 3 EX-99.1 2 v097128_ex99-1.txt [COMPANY LOGO] Diodes Incorporated Increases Fourth Quarter Guidance DALLAS, TX - December 12, 2007 - Diodes Incorporated (Nasdaq: DIOD) today increased its guidance for the fourth quarter of 2007. The Company now expects fourth quarter gross profit margin to increase 120 to 150 basis points sequentially from the 32.4% reported in the third quarter, compared to its previous guidance of a 60 to 110 basis point increase. The Company noted that product mix and manufacturing efficiencies are the key drivers for the margin improvement. Additionally, the Company reaffirmed its fourth quarter revenue guidance to be in the range of $106 million to $109 million. About Diodes Incorporated Diodes Incorporated (NASDAQ:DIOD - News) an S&P SmallCap 600 Index company, is a leading global manufacturer and supplier of high-quality application specific standard products within the broad discrete and analog semiconductor markets, serving the consumer electronics, computing, communications, industrial and automotive markets. Diodes' products include diodes, rectifiers, transistors, MOSFETs, protection devices, functional specific arrays, power management devices including DC-DC switching and linear voltage regulators, amplifiers and comparators, and Hall-effect sensors. The Company has its corporate offices in Dallas, Texas, with a sales, marketing, engineering and logistics office in Southern California; design centers in Dallas, San Jose and Taipei; a wafer fabrication facility in Missouri; two manufacturing facilities in Shanghai; a fabless IC plant in Hsinchu Science Park, Taiwan; engineering, sales, warehouse and logistics offices in Taipei and Hong Kong, and sales and support offices throughout the world. With its recent asset acquisition of APD Semiconductor, a privately held U.S.-based fabless semiconductor company, Diodes acquired proprietary SBR(R) technology. Diodes, Inc.'s product focus is on high-growth end-user equipment markets such as TV/Satellite set-top boxes, portable DVD players, datacom devices, ADSL modems, power supplies, medical devices, wireless notebooks, flat panel displays, digital cameras, mobile handsets, DC to DC conversion, wireless 802.11 LAN access points, brushless DC motor fans, and automotive applications. For further information, including SEC filings, visit the Company's website at http://www.diodes.com. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any statements set forth above that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such statements include statements regarding our expectation that: we now expect an increase in our fourth quarter gross profit margin sequentially from third quarter; we note that product mix and manufacturing efficiencies are the key drivers for the margin improvement; and we reaffirm our fourth quarter revenue guidance. Potential risks and uncertainties include, but are not limited to, such factors as fluctuations in product demand, the 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, successful integration of acquired companies and/or assets with Diodes' existing operations, the Company's ability to successfully make additional acquisitions, risks of domestic and 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. Recent news releases, annual reports, and SEC filings are available at the Company's website: http://www.diodes.com. Written requests may be sent directly to the Company, or they may be e-mailed to: diodes-fin@diodes.com. Company Contact: Investor Contact: Investor Contact: Carl Wertz Leanne Sievers Ryan Bright Chief Financial Officer EVP, IR Senior Account Manager Diodes, Inc. Shelton Group Shelton Group (805) 446-4800 (949) 224-3874 (972) 239-5119 x 159 carl_wertz@diodes.com lsievers@sheltongroup.com rbright@sheltongroup.com -----END PRIVACY-ENHANCED MESSAGE-----