false DIODES INC /DEL/ 0000029002 0000029002 2020-03-30 2020-03-30

 

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): March 30, 2020

 

DIODES INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

002-25577

95-2039518

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

 

 

4949 Hedgcoxe Road, Suite 200, Plano, TX 

75024

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 987-3900

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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 (see General Instructions A.2. below):

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))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, Par Value $0.66 2/3

 

DIOD

 

The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 Emerging growth company  

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 


  Item 1.01 Entry into a Material Definitive Agreement.

On March 30, 2020, Diodes Incorporated (the “Company”) announced the Company has received all required regulatory approvals from the Taiwan authorities for its proposed acquisition of Lite-On Semiconductor Corporation, which includes the Taiwan Fair Trade Commission approval and the Foreign Investment Approval from the Investment Commission of the Ministry of Economic Affairs.  In addition to the Taiwan regulatory approvals, the Company continues to work closely with their advisors for the transaction to comply with all customary regulatory approvals in China.  As stated previously, the Company remains confident the transaction will close as planned once the final regulatory approvals have been secured.

Item 7.01 Regulation FD Disclosure.

On March 30, 2020, the Company issued a press release announcing that it had received all required regulatory approvals from the Taiwan authorities for its proposed acquisition of Lite-On Semiconductor Corporation.  A copy of the press release is attached as to this report as Exhibit 99.1. 

Cautionary Information Regarding Forward-Looking Statements

Except for the historical and factual information contained in the press release attached as Exhibit 99.1, any statements set forth herein that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements include, but are not limited to, the following: Diodes remains confident the transaction will close as planned once the final regulatory approvals have been secured.

Potential risks and uncertainties include, but are not limited to, such factors as: the possibility that the transaction may not be consummated, including as a result of any of the conditions precedent, including obtaining regulatory approval in China; the risk that the current Covid-19 pandemic could result in additional delays or termination of the agreement; the risk of superior acquisition proposal from other parties; the risk of Diodes being unable to obtain sufficient financing from lenders to complete the acquisition; the risk of global market downturn conditions and volatilities impacting the completion of the acquisition or the funding; the risk that such expectations may not be met; and other information, including the “Risk Factors” 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 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.

Exhibit No.

 

Description

99.1

 

Press release dated March 30, 2020

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

  

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: March 30, 2020

 

DIODES INCORPORATED

 

 

 

 

 

By

 

/s/ Brett R. Whitmire

 

 

 

 

Brett R. Whitmire

 

 

 

 

Chief Financial Officer

 

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