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 2, 2005 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 organization) Identification No.) 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 2, 2005, Diodes Incorporated (the "Company") filed a Certificate of Elimination with the Secretary of State of the State of Delaware. The Certificate of Elimination amends the Company's Certificate of Incorporation, as amended, by eliminating the Company's Class A Preferred Stock, $1.00 par value per share, and all references to such stock in the Certificate of Incorporation. The amendment to the Certificate of Incorporation became effective on September 2, 2005. The Certificate of Elimination is filed as Exhibit 3.1 to this Report and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. Exhibit Description Number 3.1 Certificate of Elimination of the Class A Preferred Stock of Diodes Incorporated, filed with the Delaware Secretary of State on September 2, 2005. 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 6, 2005 By /s/ Carl C. Wertz -------------------------- Carl C. Wertz, Chief Financial Officer EXHIBIT INDEX Exhibit Description Number 3.1 Certificate of Elimination of the Class A Preferred Stock of Diodes Incorporated, filed with the Delaware Secretary of State on September 2, 2005.