Unassociated Document
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): July 10, 2007
DIODES
INCORPORATED
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation or organization)
|
1-5740
(Commission
File Number)
|
95-2039518
(I.R.S.
Employer Identification No.)
|
|
15660
North Dallas Parkway Suite 850
Dallas,
Texas
(Address
of principal executive offices)
|
75248
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
July
10, 2007, we issued a press release announcing that our Board of Directors
has
declared a three-for-two stock split in the form of a 50% stock dividend payable
on July 30, 2007 to stockholders of record on July 20, 2007.
Under
the
terms of this stock dividend, Diodes' stockholders will receive one additional
share for every two shares held on the record date. The dividend will be paid
in
authorized but unissued shares of the Common Stock of the Company. Fractional
shares created by the stock dividend will be paid in cash based upon the closing
price of the Company’s stock on the record date.
The
Company anticipates that the number of outstanding shares of Common Stock after
the dividend will be increased from approximately 26.1 million to approximately
39.2 million shares. The par value of the Company's stock will not be affected
by the dividend and will remain at $0.66 2/3 per share. For stock splits
and dividends greater than 25%, the ex-dividend date is set as the first
business day after the payment date.
The
Company's transfer agent is Continental Stock Transfer & Trust Company; New
York.
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 analog manufacturing operations will not be integrated
successfully into the Company's manufacturing facilities in Shanghai, China;
the
risk that the expected benefits of the consolidation may not be realized,
including the realization of the benefits of leveraging the infrastructure
already in place in the Company’s Shanghai manufacturing facilities; the
estimated number of employees to be affected; the estimated completion date;
the
estimated amount of restructuring charge and annual cost savings; 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
99.1 Press
release of Diodes Incorporated dated July 10, 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.
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DIODES
INCORPORATED |
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| Date: July
10, 2007 |
By: |
/s/ Carl
C.
Wertz |
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Carl
C. Wertz, |
| |
Chief
Financial Officer
|