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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
APPLICATION FOR WITHDRAWAL FROM LISTING OF SECURITIES
PURSUANT TO SECTION 12(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-5740
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 95-2039518
(State of incorporation or organization) (I.R.S. Employer Identification No.)
3050 EAST HILLCREST DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91362
(Address of principal executive offices, including Zip Code)
Securities to be withdrawn pursuant to Section 12(d) of the Securities Exchange
Act of 1934:
Title of each class to be so withdrawn:
COMMON STOCK, $0.66 2/3 PAR VALUE
Name of each exchange on which each class is to be withdrawn:
AMERICAN STOCK EXCHANGE
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Diodes Incorporated (the "Company") hereby applies to withdraw
the Common Stock, $0.66 2/3 par value, of the Company (the "Common Stock"), from
listing and registration on the American Stock Exchange ("AMEX"), pursuant to
Section 12(d) of the Securities Exchange Act of 1934, as amended, and Rule
12d2-2(d) promulgated thereunder.
The Company has complied with Rule 18 promulgated by AMEX by
filing with AMEX a certified copy of the preambles and resolutions adopted by
the Company's Board of Directors authorizing the foregoing withdrawal and
setting forth in detail the reasons for such withdrawal and the facts in support
thereof. In authorizing the withdrawal, the Board of Directors considered (i)
the advantages to the Company and its stockholders of listing the Common Stock
for trading on the Nasdaq National Market ("Nasdaq") and (ii) the disadvantages
of maintaining dual listings of the Common Stock on both Nasdaq and AMEX. In
particular, the Board of Directors (i) determined that there was no advantage to
listing the Common Stock on both Nasdaq and AMEX, (ii) considered the costs of
maintaining the dual listing, and (iii) determined that the dual listing would
fragment the market for the Common Stock. A certified copy of the preambles and
resolutions adopted by the Board of Directors is attached as Exhibit A.
Trading in the Common Stock on Nasdaq commenced at the opening of
business on June 19, 2000, and concurrently therewith trading in the Common
Stock on AMEX was suspended.
AMEX has informed the Company that it has no objection to the
withdrawal of the Common Stock from listing and registration on AMEX. A copy of
the letter of AMEX to that effect is attached as Exhibit B.
This Application relates solely to the withdrawal from listing
and registration of the Common Stock from AMEX and shall have no effect upon the
continued listing of the Common Stock on Nasdaq.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Company has duly caused this Application to be signed
on its behalf by the undersigned thereto duly authorized.
Dated: June 19, 2000
DIODES INCORPORATED
By: /s/ Carl Wertz
Carl Wertz,
Chief Financial Officer
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EXHIBIT A
WHEREAS, the Common Stock of this corporation is listed for trading on
the American Stock Exchange ("AMEX"); and
WHEREAS, it has been proposed to this Board of Directors that the Common
Stock of this corporation be withdrawn from listing and resignation on
AMEX and listed for trading on the Nasdaq National Market ("Nasdaq");
and
WHEREAS, it is deemed to be in the best interests of this corporation
and its stockholders that the Common Stock of this corporation be listed
for trading on Nasdaq to improve the price performance, price
volatility, trading volume and liquidity of the Common Stock of this
corporation by obtaining the increased sponsorship of market makers, and
the increased investor awareness and the association with technology and
growth companies afforded by Nasdaq; and
WHEREAS, this Board of Directors (i) has determined that there is no
advantage to listing the Common Stock of this corporation on both AMEX
and Nasdaq, (ii) has considered the costs of maintaining the dual
listing and (iii) has determined that the dual listing would fragment
the market for the Common Stock; and
WHEREAS, it is deemed to be in the best interests of this corporation
and its stockholders that the Common Stock of this corporation be
withdrawn from listing and registration on AMEX and listed for trading
on Nasdaq;
NOW, THEREFORE, BE IT RESOLVED: That each officer of this corporation
hereby is authorized and directed by and on behalf of this corporation
and in its name to execute and deliver such documents and to take such
actions as such officer, in his sole and absolute discretion, may deem
to be necessary or advisable to cause the Common Stock of this
corporation to be withdrawn from listing and registration on AMEX and
listed for trading on Nasdaq, including, but not limited to, preparing,
executing on behalf of this corporation and filing applications pursuant
to Section 12(d) of the Securities Exchange Act of 1934, as amended, and
Rule 12d2-2(d) promulgated thereunder by the Securities and Exchange
Commission and Rule 18 promulgated by AMEX.
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EXHIBIT B
NASDAQ - AMEX
Douglas D. McKenney, CFA
Associate Director
Listing Qualifications
The American Stock Exchange
February 22, 2000
Mr. Carl Wertz
Chief Financial Officer
Diodes Incorporated
3050 Hillcrest Drive
Westlake, CA 91362
Dear Mr. Wertz
We have reviewed a copy of the resolutions adopted by the Board of Directors of
Diodes Incorporated on February 18, 2000 which authorizes the withdrawal of the
Company's Common Stock from listing and registration on the Exchange. On the
basis of those resolutions, we have determined not to impose an objection to
your filing an application with the Securities and Exchange Commission to remove
the issue from listing on the Amex. As provided by SEC rule 12d2-2, a copy of
this application should be sent to the attention of Jim Carkhuff at the
Exchange.
We also wish to advise that in view of the Company's pending listing on the
Nasdaq, we will not require the Company to give its stockholders prior notice of
its intention to file such an application.
Should you have further questions regarding this matter, please do not hesitate
to contact Mr. Carkhuff at 877.479.1855.
Very Truly Yours,
/s/ Douglas D. McKenney
FAX/FEDEX
The Nasdaq-Amex Market Group, an NASD Company 9801 Washingtonian Boulevard,
Gaithersburg, MD 20878
