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): October 29, 2008
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 jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
| of incorporation)
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Identification No.) |
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| 15660 North Dallas Parkway, Suite 850 |
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Dallas, TX
(Address of principal executive offices)
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75248
(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))
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TABLE OF CONTENTS
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
On October 29, 2008, Diodes Incorporated (the “Company”) entered
into a settlement with UBS AG and its affiliates (“UBS”) to provide
liquidity for the Company’s $320.7 million auction rate securities
(“ARS”) portfolio.
The
settlement includes, but is not
limited to, the following arrangements: providing the Company the right to sell its $320.7
million of ARS to UBS at 100% par value beginning June 30, 2010 through July 2, 2012,
providing the Company a “no net cost” loan for up to 75% of market value,
replacing the Company’s existing $165.0 million UBS margin loan, reimbursing the Company
approximately $800,000 for the difference
between the cost-to-date of the Company’s existing UBS margin
loan and the applicable interest received on the Company’s ARS
portfolio, the Company releasing UBS from all claims except claims
for consequential damages relating to the Company’s sales of ARS, and
UBS having the right to sell the Company’s ARS at par without notice,
provided UBS pays the proceeds of the sales of the Company within one
day of the settlement of transaction.
The foregoing summary of the Company’s ARS settlement with UBS is
qualified in its entirety by the copy of the settlement attached
hereto as Exhibit 99.1 and incorporated herein by reference.
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| Item 2.03. |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant. |
On November 4, 2008, the Company accepted an offer of no net cost credit line (“No Net Cost
Loan”) from UBS BANK USA (“UBS Bank”) with a credit line up to 75% of the market value, as
determined by the UBS Bank, of the Company’s ARS that the Company pledged as collateral. UBS Bank
may, upon the request of the Company, make one or more advances to the Company.
The interest that the Company pays on the No Net Cost Loan will not exceed the interest that
the Company receives on the ARS that the Company have pledged to the UBS Bank as security for the
No Net Cost Loan and which are held in the collateral account.
UBS Bank will not make an advance against the ARS collateral in amounts equal to the fair
market or par value of the ARS collateral unless the Company arranges for another person or entity
to provide additional collateral or assurances on terms and conditions satisfactory to the UBS
Bank.
UBS Bank may demand full or partial payment of the No Net Cost Loan, at its sole option and
without cause, at any time. All No Net Cost Loan advances are subject to collateral maintenance
requirements. UBS Bank may, at any time, in its discretion, terminate and cancel the No Net Cost
Loan. If at any time UBS Bank exercises its right of demand under certain sections of the Credit
Line Agreement, then UBS Financial Services Inc. shall provide as soon as reasonably possible, alternative financing on
substantially the same terms and conditions as those under the Credit Line Agreement and UBS Bank
agrees that the Credit Line Agreement shall remain in full force and effect until such time as such
alternative financing has been established. If alternative financing cannot be established, then
one of the UBS Entities will purchase the pledged ARS at par.
If the Company elects to sell any ARS that are pledged as collateral under the Credit Line
Agreement with UBS Bank to a purchaser other than UBS Bank, UBS Bank intends to exercise its right
to demand repayment of the No Net Cost Loan relating to the ARS sold by the Company.
For
more information, please see Exhibits 99.2, 99.3 and 99.4 attached
hereto.
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| Item 7.01. |
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Regulation FD Disclosure. |
On November 4, 2008, the Company issued a press release regarding the Company entering into an
ARS settlement with UBS. A copy of the press release is attached as Exhibit 99.5.
The
information in this Item 7.01, including Exhibit 99.5 attached
hereto, shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange 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 1934, except as shall
be expressly set forth by specific reference in such filing.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
See exhibit index.