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))
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Item 7.01 Regulation FD Disclosure.
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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.
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(d) Exhibits.
Exhibit
Number Description
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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
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EXHIBIT INDEX
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Exhibit
Number Description
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99.1 Press release dated December 12, 2007
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