NT 10-K





Washington, DC 20549



FORM 12b-25





(Check one):      

x  Form 10-K     ¨  Form 20-F     ¨  Form 11-K     ¨  Form 10-Q

¨  Form N-SAR     ¨  Form N-CSR

  For Period Ended: December 31, 2015
  ¨  Transition Report on Form 10-K
  ¨  Transition Report on Form 20-F
  ¨  Transition Report on Form 11-K
  ¨  Transition Report on Form 10-Q
  ¨  Transition Report on Form N-SAR
  For the Transition Period Ended:


Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:





Diodes Incorporated

Full Name of Registrant


Former Name if Applicable

4949 Hedgcoxe Road, Suite 200

Address of Principal Executive Office (Street and Number)

Plano, TX 75024

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


x      (a)  

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;



The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and


  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

We are unable to file our Annual Report on Form 10-K for the year ended December 31, 2015 (“Form 10-K”). We have experienced unforeseen delays in collecting and compiling certain financial and other related data and delays in determining certain accounting characterizations and treatment relating to our acquisition of Pericom Semiconductor Corporation (“Pericom”) on November 24, 2015. We could not have eliminated these delays without unreasonable effort or expense. We are working diligently to finalize this data and anticipate filing our Form 10-K within the prescribed period allowed by Rule 12b-25.





(1)  Name and telephone number of person to contact in regard to this notification


Richard D. White        (972)       987-3900
(Name)        (Area Code)       (Telephone Number)


(2)  Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes x No ¨


(3)  Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes x No ¨

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

As a result of the delay in finalizing the financial statements to be included in our Annual Report on Form 10-K caused by the timing of the acquisition of Pericom and the related delays in collecting and compiling certain financial and other related data, including determining certain accounting characterizations and treatment relating to Pericom, discussed in Part III above, we are unable to provide more quantitative detail at this time.

Diodes Incorporated

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.



  March 1, 2016     By:      /s/ Richard D. White
          Richard D. White,
          Chief Financial Officer