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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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 registered pursuant to Section 12(b) of the Act: None
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates:
None
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.66 2/3 PAR VALUE
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The authorized capital stock of the Company consists of
30,000,000 shares of Common Stock, $0.66 2/3 par value, and 1,000,000 shares
of Preferred Stock, $1.00 par value. At June 14, 2000, there were 6,109,856
shares of Common Stock outstanding, including 717,115 shares held in
treasury, and no shares of Preferred Stock outstanding.
COMMON STOCK
Each holder of Common Stock is entitled to one vote for each
share held of record on each matter submitted to a vote of shareholders
(other than the election of directors). The Company's shareholders currently
may cumulate their votes for the election of directors. Subject to
preferences which may be granted to the holders of Preferred Stock, each
holder of Common Stock is entitled to share ratably in distributions to
shareholders and to receive ratably such dividends as may be declared by the
Board of Directors out of funds legally available therefore and, in the
event of the liquidation, dissolution or winding up of the Company, is
entitled to share ratably in all assets of the Company remaining after
payment of liabilities. Holders of Common Stock have no conversion,
preemptive or other rights to subscribe for additional shares, and there are
no redemption rights or sinking fund provisions with respect to the Common
Stock. The outstanding shares of Common Stock are validly issued, fully paid
and non-assessable. Additional shares of Common Stock may be issued by the
Company, from time to time.
PREFERRED STOCK
The Board of Directors, without further action by the holders of
Common Stock, may issue shares of Preferred Stock in one or more series and
may fix or alter the relative, participating, optional or other rights,
preferences, privileges and restrictions, including the voting rights,
redemption provisions (including sinking fund provisions), dividend rights,
dividend rates, liquidation preferences and conversion rights, and the
description of and number of shares constituting any wholly un-issued series
of Preferred Stock. The Board of Directors, without further shareholder
approval, can issue Preferred Stock with voting and conversion rights that
could adversely affect the voting power of the holders of Common Stock. No
shares of Preferred Stock presently are outstanding. The issuance of
Preferred Stock in certain circumstances may delay, defer or prevent a
chance in control of the Company without further action by the shareholders,
may discourage bids for the Common Stock at a premium over the market price
of the Common Stock and may adversely affect the market price, and the
voting and other rights of the holders, of Common Stock.
ITEM 2. EXHIBITS.
List below all exhibits filed as a part of the registration statement:
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3.1 Certificate of Incorporation of Diodes Incorporated, as amended
3.2 Bylaws of the Company
4.1 Specimen Common Stock Certificate
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SIGNATURE
Pursuant to the requirement of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
DIODES INCORPORATED
Date: June 15, 2000
By: /s/ Carl Wertz
Carl Wertz
Chief Financial Officer, Secretary and Treasurer
