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
APRIL 28, 2005
Date of Report (Date of earliest event reported)
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 1-5740 95-2039518
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
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)
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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On April 28, 2005, Diodes Incorporated issued a press release
announcing first quarter 2005 earnings. A copy of the press release is attached
as Exhibit 99.1.
During the investor conference call on April 28, 2005, Carl
Wertz, the Company's Chief Financial Officer made the following additional
comments:
a. Operating expenses for the second quarter of 2005 should
be in line with first quarter 2005 expenses, except for
higher costs in the first quarter of 2005 associated with
Sarbanes-Oxley 404 compliance.
b. Depending upon profit mix in the various tax
jurisdictions, consolidated tax rates for the remainder of
2005 are expected to be in the 16-20% range.
c. Sales to Lite-On Semiconductor Corporation (the Company's
largest shareholder at 32% ) in the first quarter of
2005, as a percentage of total sales, were in the low-to-
mid teens.
d. Capacity utilization at the wafer fab for the first
quarter of 2005 was low-to-mid-80%, and low 90% at the
manufacturing facilities in China.
During the investor conference call on April 28, 2005, Mark
King, the Company's Vice President of Sales and Marketing made the following
additional comment:
a. North American design wins contributed to approximately 28% of Asian sales
revenues in the first quarter of 2005. b. European sales, as a percentage of
total sales, are still expected to be in the 3-5% range towards the later part
of 2005.
The information in this Form 8-K and the Exhibits attached
hereto shall not be deemed "filed" for purposes of Section 18 of the Securities
Act of 1934, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933 or the Securities Exchange Act of 1984, except
as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
Exhibit 99.1 - Press Release dated April 28, 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 hereunto duly authorized.
Dated: April 28, 2005 DIODES INCORPORATED
By /s/ Carl C. Wertz
CARL C. WERTZ
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER
99.1 Press Release dated April 28, 2005