Item 7.01. Regulation FD Disclosure.
On October 6, 2009, the Company attended investor presentations coordinated by
BMO Capital Markets based out of Canada. A copy of the presentation slides is
attached as Exhibit 99.1 to this Report.
The information in this Item 7.01, including Exhibit 99.1,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 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 in this Item 7.01 is material information
that is not otherwise publicly available.
In the presentation, the Company utilized financial measures and terms not
calculated in accordance with generally accepted accounting principles in the
United States ("GAAP") in order to provide stockholders with an alternative
method for assessing our operating results in a manner that enables stockholders
to more thoroughly evaluate our current performance as compared to past
performance. We also believe these non-GAAP measures provide stockholders with a
more informed baseline for modeling the Company's future financial performance.
Our management uses these non-GAAP measures for the same purpose. We believe
that our stockholders should have access to these same tools that we use in
analyzing our results. These non-GAAP measures should be considered in addition
to results prepared in accordance with GAAP, but should not be considered a
substitute for or superior to GAAP results. See Exhibit 99.1 to the Company's
Form 8-K, filed on August 10, 2009 for definitions of these non-GAAP financial
measures, together with an explanation of why management uses these measures and
why management believes that these non-GAAP financial measures are useful to
stockholders. In addition, in Exhibit 99.1 to the Company's Form 8-K, filed on
August 10, 2009, we have provided tables to reconcile these non-GAAP financial
measures to GAAP financial measures.
Cautionary Information Regarding Forward-Looking Statements
Except for the historical and factual information contained in the accompanying
slides attached as exhibits to this Report, the matters set forth therein are
forward-looking statements within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to risks and uncertainties that may cause actual results
to differ materially, including, but are not limited to, such factors as Diodes'
present and future business strategy and objective; the introduction and market
reception to new product announcements; fluctuations in product demand and
supply; prospects for the global economy; continue introduction of new products;
Diodes' ability to maintain customer and vendor relationships; technological
advancements; impact of competitive products and pricing; growth in targeted
markets; geographic growth by regions; winning shares in various segments of the
semiconductor market and strategies; successful integration of acquired
companies and/or assets; Diodes' ability to successfully make additional
acquisitions; risks of domestic and foreign operations; uncertainties in the
Auction Rate Securities market; currency exchange rates; availability of tax
credits; UBS settlement may not provide us with the liquidity intended; our
future guidance may be incorrect; we may not realize or maintain the anticipated
cost savings; the global economic weakness may be more severe or last longer
than we currently anticipated and other information 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 presentation slides. 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
Number Description
99.1 Slides for BMO Capital Markets investor presentation in Canada on
October 6, 2009
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