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): December 20, 2005

                               DIODES INCORPORATED
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                  <C>                                <C>
              Delaware                               1-5740                             95-2039518
    (State or other jurisdiction            (Commission File Number)         (I.R.S. Employer Identification No.)
  of incorporation or organization)

               3050 East Hillcrest Drive
             Westlake Village, California                                        91362
       (Address of principal executive offices)                               (Zip Code)
</TABLE>

                                 (805) 446-4800
              (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:

[_]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[_]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01.        Entry into a Material Agreement.

Stock Purchase Agreement

         On December 20, 2005, DII Taiwan  Corporation  Ltd.  ("DII"),  a wholly
owned subsidiary of Diodes Incorporated formed under the laws of Taiwan, entered
into a Stock Purchase  Agreement (the "Stock Purchase  Agreement")  with Anachip
Corporation, a Taiwan corporation ("Anachip"), Lite-On Semiconductor Corporation
("LSC"), Shin Sheng Investment Limited ("SSIL") and Sun Shining Investment Corp.
("SSIC").

         The following  description  of the Stock  Purchase  Agreement  (and the
exhibits  thereto)  does not  purport to be  complete  and is  qualified  in its
entirety  by  reference  to the copy of the Stock  Purchase  Agreement  (and the
exhibits  thereto),  which  is  filed  as  Exhibit  2.1 to  this  Report  and is
incorporated herein by this reference.

         Under the Stock  Purchase  Agreement,  DII will purchase from LSC, SSIL
and SSIC (collectively, the "Selling Stockholders") 40,470,212 of the 50,000,000
issued and outstanding shares of the capital stock of Anachip (collectively, the
"Shares").  The purchase  price will be NT$20.00  (approximately  U.S.$0.60) per
Share,  for  an  aggregate  purchase  price  of  NT$809,404,240   (approximately
U.S.$24.3 million).  The purchase price will be payable in cash as follows:  (i)
NT$728,463,816  will be payable on the closing date and (ii)  NT$80,940,424 (the
"Holdback Amount") will be payable on December 31, 2006. DII will have the right
to  set  off  against  the   Holdback   Amount  the  amount  of  any  claim  for
indemnification arising under the Stock Purchase Agreement.

         The Stock Purchase  Agreement contains  customary  representations  and
warranties.  The  representations  and warranties  have been made solely for the
benefit of the parties to the Stock Purchase  Agreement and should not be relied
on by any other person.  In addition,  such  representations  and warranties (i)
have been qualified by disclosure schedules, (ii) are subject to the materiality
standards set forth in the Stock Purchase Agreement,  which may differ from what
may be considered  to be material by  investors,  and (iii) were made only as of
the date of the Stock Purchase  Agreement or such other date as specified in the
Stock Purchase Agreement.

         The Stock Purchase  Agreement provides for DII to be indemnified by the
Selling Stockholders,  subject to certain exceptions and limitations, for losses
resulting  from the breach of the  representations,  warranties and covenants of
the Selling Stockholders or Anachip and certain tax liabilities. The obligations
of DII and the Selling  Stockholders  to complete  the  purchase and sale of the
Shares is subject to customary  conditions.  Any party may  terminate  the Stock
Purchase Agreement if the closing has not occurred on or before March 31, 2006.

Proposed Merger

         In December 2005,  DII purchased from employees and other  stockholders
of Anachip an aggregate of 9,383,613  additional  shares of the capital stock of
Anachip  for  NT$20.00   per  share  for  an   aggregate   of  NT$   187,672,260
(approximately  U.S.$5.6 million).  Following the completion of the purchase and
sale of the  Shares,  DII will hold more than 99% of the issued and  outstanding
shares of the capital  stock of Anachip,  and DII intends to merge with Anachip.
In the merger,  each  outstanding  share of the capital stock of Anachip  (other
than those held by DII) will be cancelled and,  thereafter,  will represent only
the right to receive NT$20.00, subject to statutory appraisal rights.


                                      -2-
<PAGE>

Wafer Purchase Agreement

         Concurrent with the purchase and sale of the Shares, Anachip will enter
into a Wafer  Purchase  Agreement  (the "Wafer  Purchase  Agreement")  with LSC,
pursuant to which LSC will sell to Anachip, according to Anachip's requirements,
during the two year period  ending on December 31,  2007,  wafers of the same or
similar type,  and meeting the same  specifications,  as those wafers  currently
being purchased from LSC by Anachip.  Anachip will purchase such wafers on terms
(including  purchase  price,  delivery  schedule,  and  payment  terms)  no less
favorable to Anachip than those terms on which Anachip currently  purchases such
wafers from LSC; provided, however, that the purchase price will be the lower of
the current price or the most favorable  customer  pricing.  If the price of raw
wafers increases by more than 20% within any six-month  period,  Anachip and LSC
will renegotiate in good faith the price of wafers to reflect the cost increase.

         A copy of the proposed form of Wafer Purchase  Agreement is attached as
Exhibit B to the Stock Purchase Agreement.

Item 7.01.        Regulation FD Disclosure.

         On December 20, 2005, the Company issued a press release announcing the
execution  of the  Stock  Purchase  Agreement.  A copy of the press  release  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.

Cautionary Information Regarding Forward-Looking Statements

         Except for the  historical  and factual  information  contained  in the
press  release  attached  as Exhibit  99.1,  the  matters set forth in the press
release  (including  statements as to: the expected benefits of the acquisition,
including  the  acquisition  being  accretive  to  Diodes'  2006  earnings;  the
efficiencies,  cost savings,  market profile,  financial  strength,  competitive
ability and position of the combined company; and other statements identified by
words  such  as  "estimates,"   "expects,"   "projects,"   "plans"  and  similar
expressions)  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:  the possibility that the
transaction  may  not  be  consummated,  including  as a  result  of  any of the
conditions  precedent;  the ability to obtain government  approvals required for
closing the acquisition; the risk that Anachip's business will not be integrated
successfully  into  Diodes';   the  risk  that  the  expected  benefits  of  the
acquisition  may not be realized,  including  the  realization  of the accretive
effect of the acquisition;  and the impact of competition and other risk factors
relating to our industry  and business as detailed  from time to time in Diodes'
reports  filed  with the SEC.  You  should  not place  undue  reliance  on these
forward-looking  statements,  which  speak  only  as of the  date  of the  press
release.  Diodes undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.


                                      -3-
<PAGE>

Item 9.01.        Financial Statements and Exhibits.

         (c) Exhibits.

           Exhibit
           Number                              Description
           ------                              -----------

            2.1*               Stock Purchase Agreement dated as of December 20,
                               2005, by and among DII Taiwan  Corporation  Ltd.,
                               Anachip   Corporation,    Lite-On   Semiconductor
                               Corporation,  Shin Sheng  Investment  Limited and
                               Sun Shining Investment Corp.

            99.1               Press release dated  December 20, 2005  entitled:
                               "Diodes Incorporated Signs  Definitive  Agreement
                               for Anachip Acquisition: Acquisition Expected  to
                               be Accretive to 2006 Earnings."

-------------------------
* All schedules  have been omitted in reliance upon Item 601(b)(2) of Regulation
S-K. The Company agrees to furnish the SEC,  supplementally,  with a copy of any
omitted schedule upon request.

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                 DIODES INCORPORATED

Date:    December 20, 2005                       By    /s/ Carl C. Wertz
                                                      --------------------------
                                                      Carl C. Wertz,
                                                      Chief Financial Officer


                                      -4-
<PAGE>

                                  EXHIBIT INDEX

           Exhibit
           Number                              Description
           ------                              -----------

            2.1*               Stock Purchase Agreement dated as of December 20,
                               2005, by and among DII Taiwan  Corporation  Ltd.,
                               Anachip   Corporation,    Lite-On   Semiconductor
                               Corporation,  Shin Sheng  Investment  Limited and
                               Sun Shining Investment Corp.

            99.1               Press release dated December 20,  2005  entitled:
                               "Diodes  Incorporated  Signs Definitive Agreement
                               for Anachip Acquisition: Acquisition Expected  to
                               be Accretive to 2006 Earnings."

-------------------------
* All schedules  have been omitted in reliance upon Item 601(b)(2) of Regulation
S-K. The Company agrees to furnish the SEC,  supplementally,  with a copy of any
omitted schedule upon request.


                                      -5-
{"company-data": {"conformed-name": "DIODES INC /DEL/", "cik": "0000029002", "assigned-sic": "3674", "irs-number": "952039518", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "002-25577", "film-number": "051278439"}, "business-address": {"street1": "3050 E HILLCREST DR", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91362", "phone": "8054464800"}, "mail-address": {"street1": "3050 E HILLCREST DR SUITE 200", "street2": "3050 E HILLCREST DR SUITE 200", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "913623154"}}
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): December 20, 2005

                               DIODES INCORPORATED
             (Exact name of registrant as specified in its charter)
Delaware                               1-5740                             95-2039518
    (State or other jurisdiction            (Commission File Number)         (I.R.S. Employer Identification No.)
  of incorporation or organization)

               3050 East Hillcrest Drive
             Westlake Village, California                                        91362
       (Address of principal executive offices)                               (Zip Code)
(805) 446-4800
              (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:

[_]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[_]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Item 1.01.        Entry into a Material Agreement.

Stock Purchase Agreement

         On December 20, 2005, DII Taiwan  Corporation  Ltd.  ("DII"),  a wholly
owned subsidiary of Diodes Incorporated formed under the laws of Taiwan, entered
into a Stock Purchase  Agreement (the "Stock Purchase  Agreement")  with Anachip
Corporation, a Taiwan corporation ("Anachip"), Lite-On Semiconductor Corporation
("LSC"), Shin Sheng Investment Limited ("SSIL") and Sun Shining Investment Corp.
("SSIC").

         The following  description  of the Stock  Purchase  Agreement  (and the
exhibits  thereto)  does not  purport to be  complete  and is  qualified  in its
entirety  by  reference  to the copy of the Stock  Purchase  Agreement  (and the
exhibits  thereto),  which  is  filed  as  Exhibit  2.1 to  this  Report  and is
incorporated herein by this reference.

         Under the Stock  Purchase  Agreement,  DII will purchase from LSC, SSIL
and SSIC (collectively, the "Selling Stockholders") 40,470,212 of the 50,000,000
issued and outstanding shares of the capital stock of Anachip (collectively, the
"Shares").  The purchase  price will be NT$20.00  (approximately  U.S.$0.60) per
Share,  for  an  aggregate  purchase  price  of  NT$809,404,240   (approximately
U.S.$24.3 million).  The purchase price will be payable in cash as follows:  (i)
NT$728,463,816  will be payable on the closing date and (ii)  NT$80,940,424 (the
"Holdback Amount") will be payable on December 31, 2006. DII will have the right
to  set  off  against  the   Holdback   Amount  the  amount  of  any  claim  for
indemnification arising under the Stock Purchase Agreement.

         The Stock Purchase  Agreement contains  customary  representations  and
warranties.  The  representations  and warranties  have been made solely for the
benefit of the parties to the Stock Purchase  Agreement and should not be relied
on by any other person.  In addition,  such  representations  and warranties (i)
have been qualified by disclosure schedules, (ii) are subject to the materiality
standards set forth in the Stock Purchase Agreement,  which may differ from what
may be considered  to be material by  investors,  and (iii) were made only as of
the date of the Stock Purchase  Agreement or such other date as specified in the
Stock Purchase Agreement.

         The Stock Purchase  Agreement provides for DII to be indemnified by the
Selling Stockholders,  subject to certain exceptions and limitations, for losses
resulting  from the breach of the  representations,  warranties and covenants of
the Selling Stockholders or Anachip and certain tax liabilities. The obligations
of DII and the Selling  Stockholders  to complete  the  purchase and sale of the
Shares is subject to customary  conditions.  Any party may  terminate  the Stock
Purchase Agreement if the closing has not occurred on or before March 31, 2006.

Proposed Merger

         In December 2005,  DII purchased from employees and other  stockholders
of Anachip an aggregate of 9,383,613  additional  shares of the capital stock of
Anachip  for  NT$20.00   per  share  for  an   aggregate   of  NT$   187,672,260
(approximately  U.S.$5.6 million).  Following the completion of the purchase and
sale of the  Shares,  DII will hold more than 99% of the issued and  outstanding
shares of the capital  stock of Anachip,  and DII intends to merge with Anachip.
In the merger,  each  outstanding  share of the capital stock of Anachip  (other
than those held by DII) will be cancelled and,  thereafter,  will represent only
the right to receive NT$20.00, subject to statutory appraisal rights.

                                      -2-
Wafer Purchase Agreement

         Concurrent with the purchase and sale of the Shares, Anachip will enter
into a Wafer  Purchase  Agreement  (the "Wafer  Purchase  Agreement")  with LSC,
pursuant to which LSC will sell to Anachip, according to Anachip's requirements,
during the two year period  ending on December 31,  2007,  wafers of the same or
similar type,  and meeting the same  specifications,  as those wafers  currently
being purchased from LSC by Anachip.  Anachip will purchase such wafers on terms
(including  purchase  price,  delivery  schedule,  and  payment  terms)  no less
favorable to Anachip than those terms on which Anachip currently  purchases such
wafers from LSC; provided, however, that the purchase price will be the lower of
the current price or the most favorable  customer  pricing.  If the price of raw
wafers increases by more than 20% within any six-month  period,  Anachip and LSC
will renegotiate in good faith the price of wafers to reflect the cost increase.

         A copy of the proposed form of Wafer Purchase  Agreement is attached as
Exhibit B to the Stock Purchase Agreement.

Item 7.01.        Regulation FD Disclosure.

         On December 20, 2005, the Company issued a press release announcing the
execution  of the  Stock  Purchase  Agreement.  A copy of the press  release  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.

Cautionary Information Regarding Forward-Looking Statements

         Except for the  historical  and factual  information  contained  in the
press  release  attached  as Exhibit  99.1,  the  matters set forth in the press
release  (including  statements as to: the expected benefits of the acquisition,
including  the  acquisition  being  accretive  to  Diodes'  2006  earnings;  the
efficiencies,  cost savings,  market profile,  financial  strength,  competitive
ability and position of the combined company; and other statements identified by
words  such  as  "estimates,"   "expects,"   "projects,"   "plans"  and  similar
expressions)  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:  the possibility that the
transaction  may  not  be  consummated,  including  as a  result  of  any of the
conditions  precedent;  the ability to obtain government  approvals required for
closing the acquisition; the risk that Anachip's business will not be integrated
successfully  into  Diodes';   the  risk  that  the  expected  benefits  of  the
acquisition  may not be realized,  including  the  realization  of the accretive
effect of the acquisition;  and the impact of competition and other risk factors
relating to our industry  and business as detailed  from time to time in Diodes'
reports  filed  with the SEC.  You  should  not place  undue  reliance  on these
forward-looking  statements,  which  speak  only  as of the  date  of the  press
release.  Diodes undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.

                                      -3-
Item 9.01.        Financial Statements and Exhibits.

         (c) Exhibits.

           Exhibit
           Number                              Description
           ------                              -----------

            2.1*               Stock Purchase Agreement dated as of December 20,
                               2005, by and among DII Taiwan  Corporation  Ltd.,
                               Anachip   Corporation,    Lite-On   Semiconductor
                               Corporation,  Shin Sheng  Investment  Limited and
                               Sun Shining Investment Corp.

            99.1               Press release dated  December 20, 2005  entitled:
                               "Diodes Incorporated Signs  Definitive  Agreement
                               for Anachip Acquisition: Acquisition Expected  to
                               be Accretive to 2006 Earnings."

-------------------------
* All schedules  have been omitted in reliance upon Item 601(b)(2) of Regulation
S-K. The Company agrees to furnish the SEC,  supplementally,  with a copy of any
omitted schedule upon request.

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                 DIODES INCORPORATED

Date:    December 20, 2005                       By    /s/ Carl C. Wertz
                                                      --------------------------
                                                      Carl C. Wertz,
                                                      Chief Financial Officer

                                      -4-
EXHIBIT INDEX

           Exhibit
           Number                              Description
           ------                              -----------

            2.1*               Stock Purchase Agreement dated as of December 20,
                               2005, by and among DII Taiwan  Corporation  Ltd.,
                               Anachip   Corporation,    Lite-On   Semiconductor
                               Corporation,  Shin Sheng  Investment  Limited and
                               Sun Shining Investment Corp.

            99.1               Press release dated December 20,  2005  entitled:
                               "Diodes  Incorporated  Signs Definitive Agreement
                               for Anachip Acquisition: Acquisition Expected  to
                               be Accretive to 2006 Earnings."

-------------------------
* All schedules  have been omitted in reliance upon Item 601(b)(2) of Regulation
S-K. The Company agrees to furnish the SEC,  supplementally,  with a copy of any
omitted schedule upon request.

                                      -5-