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 31, 2005
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-5740 95-2039518
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) 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))
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On May 31, 2005, the Board of Directors (the "Board") of Diodes
Incorporated (the "Company") appointed Dr. Keh-Shew Lu as the President and the
Chief Executive Officer of the Company effective as of June 1, 2005. Dr. Lu has
served as a director of the Company since 2001. C.H. Chen, who has served as the
President and the Chief Executive Officer of the Company since March 2000,
resigned from those positions, and was appointed as the Vice Chairman of the
Company's Board of Directors, effective as of June 1, 2005.
Item 7.01. Regulation FD Disclosure.
On May 31, 2005, the Company issued a press release announcing the
appointment of Mr. Chen as the Vice Chairman of the Board and Keh-Shew Lu as the
President and the Chief Executive of the Company, and the resignation of C.H.
Chen as the President and the Chief Executive Officer of the Company, all
effective as of June 1, 2005. A copy of the press release is attached as Exhibit
99.1 to this Report and is incorporated in this Item 7.01 by this reference.
The information contained, or incorporated by reference, in this Item 7.01
is being furnished 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 Item 7.01 of 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 this
Report contains is material investor information that is not otherwise publicly
available.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
------ -----------
99.1 Press release dated May 31, 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: May 31, 2005 By /s/ Carl C. Wertz
-------------------------------
Carl C. Wertz,
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
------ -----------
99.1 Press release dated May 31, 2005.
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