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): May 18, 2007
DIODES
INCORPORATED
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation or organization)
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1-5740
(Commission
File Number)
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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
2.05. Costs
Associated with Exit or Disposal Activities.
On
May
18, 2007, the Board of Directors of Diodes Incorporated (the “Company”) approved
a plan to consolidate its analog wafer probe and final test operations from
Hsinchu, Taiwan to its manufacturing facilities in Shanghai, China in order
to
increase operational efficiencies.
In
connection with the consolidation, the Company estimates that it will incur
approximately $1.3 to $1.7 million in total 2007 pre-tax restructuring costs
primarily related to severance costs and asset impairment charges, with the
remaining related to other costs incurred to relocate and consolidate
facilities.
The
transition is expected to be completed by July 31, 2007.
Item 7.01
Regulation FD Disclosure.
On
May
18, 2007, the Company issued a press release announcing the consolidation
of its
analog manufacturing operations described in Item 2.05. A copy of the press
release 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.
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 May 18, 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: May
18, 2007
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By: |
/s/ Carl
C.
Wertz |
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Carl
C. Wertz,
Chief
Financial Officer
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