BCDS Bcd Semiconductor Manufacturing Limited ADS (MM)

As filed with the Securities and Exchange Commission on March 5, 2013

Registration No. 333-174462

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

to

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

No. 1600, ZiXing Road

Shanghai ZiZhu Science-based Industrial Park

200241

People’s Republic of China

Telephone: (+86-21) 2416-2266

(Address of principal executive offices, including zip code)

BCD Semiconductor Manufacturing Limited Fifth Amended and Restated 2002 Share Plan and

BCD Semiconductor Manufacturing Limited 2010 Equity Incentive Plan

(Full titles of the plans)

National Corporate Research, Ltd.

10 East 40th Street, 10th Floor

New York, New York 10016

(212) 947-7200

(Name, address and telephone number, including area code, of agent for service)

Copy to:

Carmen Chang, Esq.

Eva H. Wang, Esq.

Covington & Burling LLP

333 Twin Dolphin Drive, Suite 700

Redwood Shores, CA 94065

(650) 632-4700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment No. 1 (this “Amendment”) relates to the Registration Statement on Form S-8 (File No. 333-174462) (the “Registration Statement”) of BCD Semiconductor Manufacturing Limited (the “Registrant”), which was filed with the Securities and Exchange Commission (the “Commission”) on May 25, 2011, to register 29,636,764 ordinary shares, par value $0.001 per share, of the Registrant (the “Shares”) for offer or sale pursuant to the Registrant’s Fifth Amended and Restated 2002 Share Plan and 2010 Equity Incentive Plan.

On December 26, 2012, the Registrant, Diodes Incorporated (“Diodes”) and Diodes Cayman Islands Company Limited (“Merger Sub”) entered into an agreement and plan of merger (the “Merger Agreement”), which was approved by the shareholders of the Registrant at a duly convened extraordinary general meeting on February 28, 2013. The Registrant and Merger Sub subsequently filed a plan of merger with the Cayman Islands Companies Registrar on March 5, 2013, as a result of which Merger Sub merged with and into the Registrant, with the Registrant continuing as the surviving company after the merger as a wholly owned subsidiary of Diodes. In connection with this merger, all outstanding options to purchase Shares as of March 5, 2013 have been cancelled as of March 5, 2013. In accordance with the undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement which remain unsold at the termination of the offering, the Registrant hereby files this Amendment to remove from registration all Shares registered under the Registration Statement that remained unsold as of the date of this Amendment.

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