8-K

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

May 14, 2013

Date of Report (Date of earliest event reported)

DIODES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	002-25577	95-2039518
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
4949 Hedgcoxe Road, Suite 200 Plano, Texas		75024
(Address of principal executive offices)		(Zip Code)

(972) 987-3900

(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 7.01. Regulation FD Disclosure.

On May 14, 2013, the Company representatives attended J.P. Morgan 41^st Annual Global Technology, Media and Telecom Conference in Boston, Massachusetts and held a presentation meeting. A copy of the presentation slides is attached as Exhibit 99.1 to this 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.

In the presentation, the Company utilized financial measures and terms not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) in order to provide stockholders with an alternative method for assessing our operating results in a manner that enables stockholders to more thoroughly evaluate our current performance as compared to past performance. We also believe these non-GAAP measures provide stockholders 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 stockholders 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. See Exhibit 99.1 to the Company’s Form 8-K, filed on May 14, 2013 for 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 stockholders. In addition, in Exhibit 99.1 to the Company’s Form 8-K, filed on May 14, 2013, we have provided tables to reconcile the non-GAAP financial measures utilized to GAAP financial measures.

Cautionary Information Regarding Forward-Looking Statements

Except for the historical and factual information contained in the press release attached as Exhibit 99.1, the matters set forth in the press release (including statements as to the expected benefits of the acquisition 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 risk that BCD’s business will not be integrated successfully into the Company’s; the risk that the expected benefits of the acquisition may not be realized; the risk that BCD’s standards, procedures and controls will not be brought into conformance within the Company’s operations; difficulties coordinating the Company’s and BCD’s new product and process development, hiring additional management and other critical personnel, and increasing the scope, geographic diversity and complexity of the Company’s operations; difficulties in consolidating facilities and transferring processes and know-how; difficulties in reducing the costs of BCD’s business; the diversion of our management’s attention from the management of our business; the risk that we may not be able to maintain our current growth strategy or continue to maintain our current performance, costs and loadings in our manufacturing facilities; risks of domestic and foreign operations, including excessive operating costs, labor shortages, higher tax rates and our joint venture prospects; the risk of unfavorable currency exchange rates; our future guidance may be incorrect; the global economic weakness may be more severe or last longer than we currently anticipated; 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	Presentation Slides for J.P. Morgan 41st Annual Global Technology, Media and Telecom Conference in Boston, Massachusetts on May 14, 2013

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 hereunto duly authorized.

Dated: May 21, 2013	DIODES INCORPORATED
	By	/s/ Richard D. White
		RICHARD D. WHITE
		Chief Financial Officer

EX-99.1

Investor Relations Presentation

May, 2013

Exhibit

99.1

Safe Harbor Statement

Page 2

Any statements set forth herein 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 forward-looking statements include, but are not limited to, statements regarding

Diodes

Incorporated’s

2Q

2013

business

outlook

update,

which

includes

the

following:

a

summary

of

the

guidance for GAAP and non-GAAP financial

measures as follows on revenue of $206 million to $218 million for both GAAP and non-GAAP; sequential growth of 16% to 23% for both GAAP and non-

GAAP;

gross

margin

(%

of

revenue)

of

25.0%

to

29.0%

for

GAAP

and

27.0%

to

31.0%

for

non-GAAP;

operating

expense

(%

of

revenue)

of

22.6%

to

24.6%

for GAAP and 20.3% to 22.3% for non-GAAP; tax rate of 14% to 20% for both GAAP and non-GAAP; and shares used to calculate GAAP and non-GAAP

are

anticipated

to

be

approximately

47.4

million;

and

other

statements

identified

by

words

such

as

“estimates,”

“expects,”

“projects,”

“plans,”

“will”

and similar

expressions.

Potential risks and uncertainties include, but are not limited to, such factors as: the possibility that the transaction may not be consummated, including as a

result of any of the conditions precedent; the risk that BCD’s business will not be integrated successfully into the Company’s; the risk that the expected

benefits of the acquisition may not be realized, including the realization of the accretive effect of the acquisition; the risk that BCD’s standards, procedures

and controls will not be brought into conformance within the Company’s operation; difficulties coordinating the Company’s and BCD’s new product and

process development, hiring additional management and other critical personnel, and increasing the scope, geographic diversity and complexity of the

Company’s operations; difficulties in consolidating facilities and transferring processes and know-how; difficulties in reducing the costs of BCD’s business;

the

diversion

of

our

management’s

attention

from

the

management

of

our

business;

Diodes’

business

and growth strategy; the introduction and market

reception to new product announcements; fluctuations in product demand and supply; prospects for the global economy; continued introduction of new

products; Diodes’

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;

Diodes’

ability

to

successfully

make additional acquisitions; risks of domestic

and foreign operations, including excessive operation costs, labor shortages, higher tax rates and joint venture prospects; unfavorable currency exchange

rates;

availability

of

tax

credits;

Diodes’

ability

to

maintain

its current growth strategy or continue to maintain its current performance and loadings in

manufacturing facilities; our future guidance may be incorrect; the global economic weakness may be more severe or last longer than Diodes currently

anticipate; and other information detailed from time to time in filings with the United States Securities and Exchange Commission.

This presentation also contains non-GAAP measures.  See the Company’s press releases on May 9, 2013 titled, “Diodes Incorporated Reports First Quarter

2013 Financial Results”

for detailed information related to the Company’s non-GAAP measures and a reconciliation of GAAP net income (loss) to non-GAAP

net income (loss). 

Management Representative

Page 3

Rick White

CFO, Secretary, and Treasurer

CFO

Since 2009

SR VP, Finance

3 years

Texas Instruments        25 years

Experience:

Partner, Tatum Partners

CFO, Optisoft

Vice President, TI Worldwide, Memory

Education:

MBA, Finance, University of Michigan

Bachelor's Degree, Electrical Engineering, Oklahoma State University

Company Representative

Page 4

Laura Mehrl

Director of Investor Relations

Since May 2010

Experience:

Director of Investor Relations, Diodes Incorporated, Plano, Texas

Senior

Business

Development

Manager,

STMicroelectronics,

Carrollton,

Texas

Sales Director for Analog Devices Inc., Shanghai, China

Product Marketing Manager at Texas Instruments (TI), Dallas, Texas

Senior Engineer at Lattice Semiconductor Inc., Hillsboro, Oregon 

Wafer fab design engineer and product engineer at TI, Lubbock, Texas

Education:

MBA with concentration in International Marketing, Texas Tech University

BS in Electrical and Computer Engineering, University of Iowa

A leading global manufacturer and

supplier of high-quality application

specific, standard products

within

the broad discrete, logic and analog

markets, serving the computing,

consumer, industrial,

communications

and automotive

segments.

Page 5

About Diodes Incorporated

Business Objective

To consistently achieve

above-market profitable growth, 

utilizing our innovative and

cost-effective packaging technology,

suited for high volume, high growth

markets by leveraging process expertise

and design excellence to deliver high

quality semiconductor products.

Page 6

2012 Total Semiconductor Market ($292 bn)

Significant Market Opportunity

Page 7

$133 bn

$26 bn

$57 bn

$39 bn

$18 bn

Diodes’

SAM:

$9

-

$11

bn

Diodes’

SAM:

$14

-

$16

bn

Opto

$19 bn

Std Logic

Analog

Discrete

Micro/Special

Memory

Diodes’

SAM:

$2

-

$4

bn

Diodes Growth Strategy

Page 8

Many Paths for Growth:

Product Portfolio

Product arena

Product line expansion

Performance enhancement

Application Space

Targeted end equipment

Broad customer base

Increased product coverage

Packaging Breadth

Broad packaging portfolio

Increased power density

Small form factor

2006

2010

Product Portfolio Progression

Page 9

Discrete

Diodes

MOSFETs

Rectifiers

Transistors

Protection Devices

Analog

Power Management

Power Switches

Standard Linear

Sensors

LED Drivers

Logic

Low Voltage CMOS

High Speed CMOS

Advanced Ultra-Low

Power CMOS

SKY Rectifiers

MOSFETs

Bipolar LDO

DC-DC

(Asynchronous)

Performance Enhancement

Page 10

Diodes’

product upgrade has expanded our SAM.

Rectifiers) (Vb < 400v)

DIOFET

TM

(Low

R

DS(on)

,

Vb

<

100V)

CMOS LDO

(Low power)

DC-DC

(Asynchronous, high current)

DIODESTAR

TM

Rectifiers

(Vb > 600v)

DIODESTAR

TM

MOSFETs

(Ultra

low

R

DS(on)

,

Vb

>

600V)

Low Noise LDO

DC-DC

(Synchronous, with

low & high current)

SBR

®

(Super

Barrier

Efficiency, Functionality and Control for Smartphones

Page 11

LCD Backlighting

LED Drivers

Boost Converters

Schottky Diodes

LCD / OLED Display Bias

LCD Bias ICs

OLED Bias ICs

Schottky Diodes

LED Flash Module

Camera Flash Drivers

ZXMN series MOSFETs

Keypad Backlighting

LED Drivers

Boost Converters

Schottky Diodes

System Voltage Conversion

Low Dropout Regulators

DC-DC Converters

Schottky Diodes

Low-Saturation Bipolar Transistors

GPS Antenna Detection

Current Monitors

Flip / Slide / Holstor Detection

Hall Effect Sensors

Hall Effect Drivers

Battery Power Management

USB Power Switches

Current Monitors

Charger ICs

Low-Saturation Bipolar Transistors

ZXMP series MOSFETs

RF Power Amplifier

Low Dropout Regulators

Audio Amplifier

Class D Amplifier

Strong Relationships Drive LCD/LED TV Product Roadmaps

Page 12

LCD Display Buffer

40V High-gain BJT

System Power Conversion

Low Dropout Regulators

DC-DC Converters

Voltage References

Synchronous MOSFET Controllers

40V/100V SBR and Schottkys

Bridge Rectifier Diodes

LCD LED Backlighting

Current Monitors

400V High-gain NPN BJT

60V/100V High-gain NPN BJT

60V/100V N-channel MOSFETS

CCFL Backlighting

30V Low On-resistance MOSFETs

System Interface

USB Power Switches

Zener and TVS Arrays

System Power Management

Buck DC-DC Converters

Low Dropout Regulators

20V/30V/40V SBR®

and Schottkys

30V P-Channel MOSFETs

30V Low-saturation PNP BJT

Antenna Tuner

DC-DC Converters

40V Schottkys

Audio Amplifier

Buck DC-DC Converters

Schottky Diodes

SBR

Class D Amplifier

Product Breadth and Performance for Computing Platforms

Page 13

LCD / LED Backlighting

LED Drivers

Boost Converters

Schottky Diodes

Battery Power Management

Current Monitors

Load Switches

Low-Saturation BJT

ZXMP series MOSFETs

System Voltage Conversion

Low Dropout Regulators

DC-DC Converters

Schottky Diodes

Low-Saturation BJT

Open / Close Detection

Hall Effect Sensors

Hall Effect Drivers

System Power Management

Buck DC-DC Converters

Low Dropout Regulators

Super Barrier Rectifiers

Schottky Diodes

P-Channel MOSFETs

Low-Saturation BJT

System Interface

USB Power Switches

Zener and TVS Arrays

Audio Amplifier

Buck DC-DC Converters

Schottky Diodes

Super Barrier Rectifiers

Class D Amplifier

Wireless Connectivity

DC-DC Converters

Low Dropout Regulators

Page 14

Packaging Focus: Miniaturization and Power Efficiency

DFN0603-2

DFN0806-3

DFN1006-2

QFN 3~16 pin

0.4mm DFN

SOT143/SC82

SOT23F

SOT23/523

SC59

SOD-323F

SOD123/323

SOT666

SOT953/963

SOT26/363

SOT25/353

TSOT23-3/5/6

QSOP16/20L

MSOP8/10

SOIC-8/10

TSSOP8

TSSOP14/16

SOIC14/16

TO252

TO220/263/

ITO220S

SOT223

SIP-3/4

PM-III

PD-5

PD-123/323

Power DI 5060

Power DI 3030

Non-expose Pad

Power DI 3333

WL-CSP

DFN1114-3

Pyramid Stack

DFN5060-4

Bridge

Power DI 4040

Copper + Clip

SOLAR

PowerDI-5SP

E-CSP

Flip chip/Wafer Mold

QFN 32 pin

DFN4030C-12

DFN0808-4

0.35mm Thickness

SLP3010N9

Page 15

Packaging Focus: Miniaturization and Power Efficiency

Power Efficiency

Miniaturization

DFN 0603-2 Possibly

the smallest Discrete

semiconductor package.

Compared to a TO252, the

PowerDI

®

5 package delivers

twice the power density from     

a 55% smaller footprint.

PowerDI

®

5

TO252

Efficient Manufacturing + Superior Processes

Page 16

•

Shanghai-based packaging with capacity

approximately 30 billion units

•

Flexible and optimized manufacturing

process = low packaging cost

•

Additional packaging facilities in Neuhaus,

Germany and joint  venture in Chengdu,

China

•

Two discrete fabs, two analog fabs

in  Kansas City, Missouri (5”

and

6”), Oldham,United Kingdom (6”), 

and Shanghai  (6”) respectively

•

Bipolar, BiCMOS, CMOS and BCD

process

•

Strong engineering capabilities

Packaging

Wafer Fabs

Economies of Scale: Production Units in Shanghai (bn)

CapEx

Model

=

5%

-

9%

of

2013

Revenue

0

2

4

6

8

10

12

14

16

18

20

22

24

26

28

30

32

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

20.3

27.8

30.0

1.3

2.1

3.4

5.4

8.2

11.8

15.4

16.7

16

23.2

25.3

24.2

Collaborative Customer Relationships

Page 17

Annual Revenue Growth Rates

Outperforming the Industry

Page 18

2003 to 2012 Growth

Diodes Inc.:          19%

SAM Industry:      4.3%

Industry (Discrete + Analog +  Logic)

*Acquisition Years

18.2%

35.60%

15.6%

59.9%

16.9%

8.0%

4.0%

41.1%

3.6%

0.20%

8.1%

18.1%

3.3%

13.5%

0.5%

1.3%

12.2%

34.4%

6.2%

7.8%

-20%

-10%

0%

10%

20%

30%

40%

50%

60%

70%

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

-

-

-

-

-

-

-

Revenue Growth

( In millions )

+41%

+3.6%

-0.2%

$177

1Q

$137

$186

$215

$343

$401

$433

$434

$613

$635

$634

0

100

200

300

400

500

600

700

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

Revenue Profile –

1Q2013

By Channel

By Region

By End Market

Page 20

Asia Pacific

Europe

North America

Distribution

OEM / EMS

Industrial

Consumer

Communications

Automotive

Computing

59%

41%

11%

79%

10%

29%

19%

17%

31%

4%

Communications

First Quarter 2013 Financial Performance

Page 21

In millions, except per share

1Q12

4Q12

1Q13

Q/Q

Y/Y

Revenue

$144.7

$163.3

$177.0

$13.7

$32.2

Revenue Growth

8.4%

22.3%

Gross Margin % (GAAP)

23.3%

26.5%

26.1%

-40bp

280bp

Gross Margin % (non-GAAP)

23.3%

26.5%

27.1%

60bp

380bp

Operating Profit (GAAP)

$33.7

$43.2

$46.2

$3.0

$12.5

Net Income (GAAP)

$4.9

$4.1

-$1.9

-$6.0

-$6.8

Net Income (non-GAAP)

$4.1

$6.2

$7.5

$1.3

$3.4

EPS (GAAP)

$0.10

$0.09

-$0.04

-$0.13

-$0.14

EPS (non-GAAP)

$0.09

$0.13

$0.16

$0.03

$0.07

Cash Flow from Operations

$13.4

$16.4

$31.3

$14.9

$17.9

EBITDA (non-GAAP)

$21.2

$24.1

$23.1

-$1.0

$1.9

Balance Sheet

Page 22

Dec 31, 2012

Cash

$130

$157

$200

Inventory

$140

$153

$182

Current Assets

$427

$491

$612

Total Assets

$793

$920

$1145

Other Long-term Debt

$  3

$ 44

$ 214

Total Liabilities

$144

$200

$432

Total Equity

$649

$720

$712

Mar 31, 2013

Dec 31, 2011

(adjusted)

In millions

2Q 2013 Business Outlook

Page 23

A summery of the guidance for GAAP and non-GAAP financial measures as follows:

GAAP

Non-GAAP

Revenue $(millions)

$206 to $218

$206 to $218

Sequential growth (%)

16% to 23%

16% to 23%

Gross Margin (% of Revenue)

25.0% to 29.0%

27.0% to 31.0%

Operating Expense (% of Revenue)

22.6% to 24.6%

20.3% to 22.3%

Tax Rate (%)

14% to 20%

14% to 20%

Shares (million)

47.4

47.4

Strategy: Profitable Growth

Page 24

25

A Strong Global Partnership

2012 Revenue

$634m*

2012 Gross Margin

25.1%

High volume Discrete,

Analog and Logic products

Cost efficient packaging

capabilities

Strong global presence

Broad product and

customer base

Consumer, computing  and

industrial focus

Expanded  application

platform  and broader

Analog footprint

Manufacturing synergies

Operating synergies

End equipment

diversification

Expanded customer base

and distribution channels

Expanded Asian  position

SYNERGIES

+

=

A Winning Combination

2012 Revenue

$142m*

2012 Gross Margin

27.5%

Solid  Standard Linear and  

Power Management offering

Strong AC/DC Solutions for

Switch-Mode Power Supply

chargers and adaptors

Cost effective China wafer

fab capability and capacity

Extensive China-based

development team

Strong China-local market 

position.

* 2012 Pro Forma Financials = 3Q 2012 YTD plus mid-point of 4Q 2012 guidance

26

BCD Fits Diodes’

M&A Strategy

MUST HAVE’s

PLUS FACTORS

Accretive in 1 year

Enter new product area

Increase existing product portfolio

Gain access to process and/or packaging technology

Strengthen regional sales potential

1

1

1

1

2

1

Degree of

FIT

1=Very synergistic, 2=Synergistic, 3=Fairly Synergistic

26

Synergistic with Diodes’ packaging capabilities and capacity

Diodes Strategy: Profitable Growth

Page 27

is another key milestone

Thank you

Company Contact:

Diodes Incorporated

Laura Mehrl

Director of Investor Relations

P: 972-987-3959

E: laura_mehrl@diodes.com

Investor Relations Contact:

Shelton Group

Leanne K. Sievers

EVP, Investor Relations

P: 949-224-3874

E: lsievers@diodes.com

www.diodes.com

Diodes was named one of

the 10 Best Stocks of the

Past 20 Years –

March 2012