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
November 5, 2010
Date of Report (Date of earliest event reported)
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
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| Delaware
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002-25577
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95-2039518 |
| (State or other
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(Commission File Number)
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(I.R.S. Employer |
| jurisdiction of
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Identification No.) |
| incorporation) |
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| 15660 Dallas Parkway, Suite 850 |
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| Dallas, Texas
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75248 |
| (Address of principal executive offices)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On November 5, 2010, a wholly-owned subsidiary of Diodes Incorporated (the “Company”) entered
into a Joint Venture Agreement and a Joint Venture Agreement Supplement (collectively, the “Agreements”) with
Chengdu Ya Guang Electronic Company Limited (“Ya Guang”). Under the Agreements, the Company has
agreed to form a joint venture (the “JV”) with Ya
Guang to establish a semiconductor manufacturing facility (the “Facility”) for the purpose of
providing surface mounted component production, assembly and testing and integrated circuit
assembly and testing in Chengdu, People’s Republic of China. The Company initially will own at
least 95% of the JV, and the Agreements are subject to various conditions and governmental
approval.
The JV will develop the Facility in phases over a ten-year period. The Company is expected to
contribute at least US$47.5 million to the JV in installments during the first three years.
The foregoing summary is qualified in its entirety by reference to the copy of the Agreements,
which are being filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit |
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Description |
99.1*
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Joint Venture Agreement effective as of November 5, 2010, between
Diodes Hong Kong Holding Company Limited and Chengdu Ya Guang
Electronic Company Limited. |
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99.2
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Joint Venture Agreement Supplement Concerning the Establishment of
Diodes Technology (Chengdu) Company Limited effective as of
November 5, 2010, between Diodes Hong Kong Holding Company
Limited and Chengdu Ya Guang Electronic Company Limited. |
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*
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Confidential treatment has been requested with respect to the
omitted portion of this Exhibit, which portion has been filed
separately with the Securities and Exchange Commission. |