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
March 23, 2011
Date of Report (Date of earliest event reported)
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of
incorporation)
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002-25577
(Commission File Number)
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95-2039518
(I.R.S. Employer
Identification No.) |
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15660 Dallas Parkway, Suite 850
Dallas, Texas
(Address of principal executive offices)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 March 23, 2011, the Company representative attended Sidoti 15th Annual Emerging Growth
Institutional Investor Forum 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 February 15, 2011 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 February 15, 2011, 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 accompanying slides attached as
exhibits to this Report, the matters set forth therein 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, but are not limited to, such factors as Diodes’ business
and growth strategy; the introduction and market reception to new product announcements;
fluctuations in product demand and supply; prospects of 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 and Diodes’ 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, costs and loadings in manufacturing facilities; the global economic weakness
may be more severe or last longer than Diodes currently anticipate; and other information detailed
from time to time in Diodes’ filings with the United States Securities and Exchange Commission. You
should not place undue reliance on these forward-looking statements, which speak only as of the
date of the presentation slides. 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
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Description |
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99.1 |
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Presentation Slides for Sidoti 15th Annual Emerging Growth
Institutional Investor Forum in New York, New York on March 23,
2011 |