SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
Diodes Incorporated
(Name of Issuer)
Common Stock, par value $0.66 2/3
(Title of Class of Securities)
25443 10 1
(CUSIP Number)
Avi D. Eden, Esq.
Vishay Intertechnology, Inc.
63 Lincoln Highway
Malvern, PA 19355
(610) 644-1300
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
with a copy to:
Abbe L. Dienstag, Esq.
Kramer, Levin, Naftalis & Frankel LLP
919 Third Avenue, New York, NY 10022
(212) 715-9100
March 27, 2000
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g) check the following
box: [ ]
Page 1 of 9 Pages
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Amendment No. 1
Schedule 13D
This Amendment amends the Schedule 13D of Vishay Intertechnology, Inc.
("Vishay"), dated July 23, 1997 (the "Schedule 13D"), with respect to the Common
Stock par value $0.66 2/3 (the "Common Stock"), of Diodes Incorporated (the
"Company").
I. Item 4 of the Schedule 13D, "Purpose of Transaction," is amended by
adding the following:
"On March 27, 2000, Vishay announced that it had agreed to sell its 65%
interest in Lite-On Power Semiconductor Corporation ("LPSC") to Lite-On JV
Corporation (the "Lite-On Group"). LPSC owns directly the shares of Common Stock
that may be deemed to be beneficially owned by Vishay. The Lite-On Group owns
the remaining 35% interest in LPSC. It is anticipated that the closing of the
sale will occur prior to September 30, 2000.
A copy of the Memorandum of Understanding (the "Memorandum of
Understanding") between Vishay and the Lite-On Group providing for the sale of
Vishay's interest in LPSC is attached as Exhibit D. A copy of Vishay's press
release announcing the agreement to sell Vishay's interest in LPSC is attached
as Exhibit E. Reference is made to these exhibits for other terms of the
transaction.
In connection with Vishay's agreement to sell its interest in LPSC, the
three directors of the Company who served as representatives of Vishay on the
Company's Board of Directors--Eugene R. Conahan, Erich E. Shaedlich and William
J. Spires--tendered their resignations effective as of March 27, 2000."
II. Item 6 of the Schedule 13D, "Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer," is amended by adding
the following:
"See Exhibit D for the text of the Memorandum of Understanding."
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III. Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," is
amended by adding the following Exhibits:
D. Memorandum of Understanding, dated March 15, 2000
E. Press Release, issued March 27, 2000
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: March 28, 2000
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Richard N. Grubb
---------------------------------
Name: Richard N. Grubb
Title: Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
D Memorandum of Understanding,
dated March 15, 2000
E Press Release, issued March 27, 2000
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EXHIBIT D
Memorandum of Understanding
This Memorandum of Understanding dated as of March 15, 2000 is by and
between Lite-On JV Corporation (together with its affiliates, "Lite-On,") and
Vishay Intertechnology, Inc. (together with its affiliates, "Vishay").
WHEREAS, Vishay currently owns 65% of the equity interest in Lite-On
Power Semiconductor Corp. a Republic of China Corporation ("LPSC") and Lite-On
currently owns 35% of the equity interest in LPSC;
WHEREAS, Vishay issued a Stock Appreciation Right Certificate dated as
of July 17, 1997 (the "SAR") to Lite-On, pursuant to which Lite-On is entitled,
subject to the terms and conditions therein, to receive value arising from
appreciation in the price of Vishay stock; and
WHEREAS, Vishay desires to sell, and Lite-On desires to purchase, all
of Vishay's shares in LPSC (the "Vishay Shares");
NOW, THEREFORE, in view of these premises, the parties wish to set
forth in this Memorandum of Understanding the fundamental terms under which such
sale and purchase of Vishay Shares (the "Transaction") shall occur.
1. Purchase Consideration. The total consideration for Vishay Shares in
the Transaction consists of two components:
(a) Cash Component: At the closing of the Transaction, Lite-On will
pay Vishay US $41 million in cash.
(b) SAR Component: At the closing of the Transaction, Lite-On will
transfer and/or assign the SAR or the proceeds thereof to
Vishay.
2. Management of LPS Prior to Closing. Vishay agrees that as of the
date hereof, Lite-On shall have full power to operate, manage and direct the
operation of LPSC in Lite-On's sole discretion. Vishay shall fully support the
actions of Lite-On in connection therewith, including without limitation causing
the directors of LPSC selected by Vishay to vote in accordance with the
instructions of Lite-On.
3. Cooperation, Timing. The parties acknowledge that the structure of
the Transaction will need to be optimized for their mutual benefit. As a result,
each party will use their best endeavors to cooperate with the other in
achieving a mutually beneficial structure. The parties agree that they will
enter into definitive agreements relating to the Transaction prior to May 15,
2000. At the time of such signing, Lite-On will deliver to Vishay a letter of
credit, bank guarantee or other bank arrangement ("Guarantee") with respect to
the Cash Component, such Guarantee will cover interest on the Cash Component
calculated at 6-month LIBOR accruing from 90 days after the date of the
Guarantee. Closing will occur promptly after Lite-On completes its financing
arrangements for the Transaction. The existing joint venture agreement between
the parties relating to LPSC will be terminated upon closing.
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4. Taxes, Costs and Expenses. Each party will be responsible for and
bear all of its own internal costs and the fees and expenses of its external
advisers in connection with the Transaction. Any taxes, costs or expenses
arising from (i) the transfer of Vishay Shares, including without limitation
applicable stamp duties, transfer taxes and the like, and (ii) the return,
transfer, assignment, exercise and/or conveyance of the SAR and/or its proceeds
shall be the sole responsibility of Vishay; provided, however, that Vishay shall
in no event be responsible for Lite-On's income tax liability in Taiwan in
respect of the first $47 million in cash proceeds of the SAR (or a pro rata
portion thereof if less than all of the SAR is exercised or if the proceeds upon
exercise are not all in cash).
5. Public Announcement. Vishay intends to publicly announce the
Transaction promptly after the date hereof. Since LPSC holds a substantial
interest in an US public company, Vishay agrees to show a draft of such
announcement to Lite-On at least one day prior to its release and will consider
Lite-On's comments thereon, if any.
Governing Law. This Memorandum of Understanding shall be governed by,
and construed in accordance with, the laws of the State of New York.
The parties have caused their duly authorized representatives to
execute this Memorandum of Understanding as of the date first written above.
VISHAY INTERTECHNOLOGY, INC.,
By /s/ Avi Eden
------------------------------
Name: Avi Eden
Title: Vice Chairman
LITE-ON JV CORPORATION
By /s/ David Lin
------------------------------
Name: David Lin
Title: Director
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EXHIBIT E
NEWS RELEASE
Contact: Richard N. Grubb, Executive
Vice President and Chief Financial
Officer or Robert A. Freece
Senior Vice President
610/644-1300
6. FOR IMMEDIATE RELEASE
VISHAY ANNOUNCES SALE OF ITS 65% INTEREST
IN LITE-ON POWER SEMICONDUCTOR CORPORATION
MALVERN, PENNSYLVANIA, March 27, 2000 Vishay Intertechnology, Inc. (NYSE: VSH)
announced that it has agreed to sell its 65% interest in Lite-On Power
Semiconductor Corporation ("LPSC") to Lite-On JV Corporation ("Lite-On Group")
for consideration consisting of cash and the assignment or transfer of stock
appreciation rights in Vishay common stock held by the Lite-On Group or the
proceeds thereof. The Lite-On Group currently owns the remaining 35% interest in
LPSC. Valuing the stock appreciation rights based on the March 21, 2000 closing
price of Vishay stock of $59, the accounting for the disposition of Vishay's
interest in LPSC would have a minor downward effect on Vishay's earnings. During
the time prior to closing, the parties will prepare additional documentation
relating to the transaction, and the Lite-On Group will arrange its financing
for the cash portion of the purchase price. The actual effect on earnings for
the disposition will depend on the value of the Vishay stock at the time of the
execution of the additional documentation. The closing is expected to occur
before September 30, 2000.
Commenting on the agreement to dispose of the interest in LPSC, Dr. Felix
Zandman, Vishay's Chairman and Chief Executive Officer said, "The disposition of
our interest in LPSC makes sense for the Company at this time. It will allow
Vishay to focus its active component strategy on its Siliconix and Telefunken
businesses, over which it has full control and which have been performing very
well. The sale of LPSC should have a positive impact on Vishay's earnings going
forward."
Vishay, a Fortune 1,000 Company with annual sales of $1.8 billion, is the
largest U.S. and European manufacturer of passive electronic components
(resistors, capacitors, inductors) and a major producer of discrete
semiconductors (diodes, optoelectronics, transistors), IrDCs (infrared
communication devices), and power and analog switching integrated circuits. The
Company's components are vital to electronic operations and can be found in
products manufactured in a very broad range of industries worldwide. With
headquarters in Malvern, Pennsylvania, Vishay employs over 20,000 people in 60
plants in the U.S., Mexico, Germany, Austria, the United Kingdom, France,
Portugal, the Czech Republic, Hungary, Israel, Taiwan (ROC), China and the
Philippines. Vishay can be found on the Internet at http://www.vishay.com.
LPSC is a Taiwan-based company that is a supplier of discrete active electronic
components in Asia, including small-signal transistors, zeners, transient
voltage suppressors, small-signal diodes, schottkys, rectifiers and bridges.
LSPC also owns a 40.6% interest in Diodes Incorporated, a publicly traded U.S.
company that is engaged in the manufacture, sale, and distribution of discrete
semiconductors worldwide, primarily to manufacturers of automotive, computer and
telecommunication products and to distributors of electronic components.
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Statements in this press release contain "forward-looking" information within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.
Such statements involve a number of risks and uncertainties. Factors that might
affect such forward-looking Statements include, among other things, a decline in
demand for the Company's products by customers including OEMs and distributors,
backlog cancellations, maintenance of current unusual pricing environment
resulting from shortages of company products, competitive pressures,
recessionary trends, currency fluctuations, the application of relevant
accounting principles and any changes in such principles, changes in laws,
cancellation of government grants or tax benefits, labor unrest, factory
under-utilization and capacity constraints. Please see the Company's September
30, 1999 Report on Form 10-Q filed with the Securities and Exchange Commission
for a more comprehensive list of these factors.
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