-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IZ7tb1/Dt2bE5QoH2/RI86YEB1mCsuz/6UQtpYoq40FRvYoKekqPVRIKGRFQmLWa 6tv4TgD5MPt3aEshVO4bUQ== 0000902595-98-000056.txt : 19980227 0000902595-98-000056.hdr.sgml : 19980227 ACCESSION NUMBER: 0000902595-98-000056 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980226 EFFECTIVENESS DATE: 19980226 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL RECTIFIER CORP /DE/ CENTRAL INDEX KEY: 0000316793 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 951528961 STATE OF INCORPORATION: DE FISCAL YEAR END: 0629 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46901 FILM NUMBER: 98549535 BUSINESS ADDRESS: STREET 1: 233 KANSAS ST CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3103223331 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on February 25, 1998 Registration No. __________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ INTERNATIONAL RECTIFIER CORPORATION (Exact name of registrant as specified in its charter) ________________________________________ DELAWARE 95-1528961 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 233 KANSAS STREET EL SEGUNDO, CALIFORNIA 90245 (Address of principal executive offices, zip code) Registrant's telephone number, including area code: (310) 322-3331 _______________ INTERNATIONAL RECTIFIER CORPORATION 1997 EMPLOYEE STOCK INCENTIVE PLAN (Full title of the plan) L. Michael Russell Vice President and General Counsel 233 Kansas Street, El Segundo, California 90401 (Name and address of agent for service) CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed Class of Amount Maximum Maximum Securities to be Offering Aggregate Amount of to be Registered Price Per Offering Registration Registered<2> <1><2> Share<3> Price<3> Fee Common Stock, 850,000 $13.44 $11,424,000.00 $3,461.81 $1.00 par shares<1>,<2> value<2> __________________ This Registration Statement covers, in addition to the number of shares of Common Stock stated above, options and other rights to purchase or acquire the shares of Common Stock covered by this Registration Statement and, pursuant to Rule 416, an additional indeterminate number of shares which by reason of certain events specified in the Plan may become subject to the Plan. Each share is accompanied by a share purchase right pursuant to the Registrant's Rights Agreement, dated August 14, 1996, as amended, with Chase Mellon Shareholder Services, as Rights Agent. Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock reported in the consolidated reporting system as of February 18, 1998.
The Exhibit Index included in this Registration Statement is at page 9. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The documents containing the information specified in Part I of Form S-8 (plan information and registrant information) will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933 (the "Securities Act"). Such documents need not be filed with the Securities and Exchange Commission either a part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II Item 3. Incorporation of Certain Documents by Reference The following documents of International Rectifier Corporation (the "Company") filed with the Securities and Exchange Commission are incorporated herein by reference: (a) Annual Report on Form 10-K for the Company's fiscal year ended June 30, 1997. (b) Periodic Reports on Form 10-Q for the fiscal periods ended September 30, 1997 and December 31, 1997. (c) The description of the Company's Common Stock contained in its Registration Statement on Form 8-A filed with the Commission on June 17, 1985 (which incorporates by reference the description of the Company's Common Stock contained in its Registration Statement on Form S-3 filed with the Commission on June 14, 1985) and the description of the Company's share purchase rights contained in its Registration Statement on Form 8-A filed with the Commission on August 21, 1996, and any amendment or report filed for the purpose of updating such descriptions. All documents subsequently filed by the Company or by the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into the prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement. Item 4. Description of Securities The Company's Common Stock, par value $1.00 per share, (the "Common Stock") is registered pursuant to Section 12 of the Exchange Act, and, therefore, the description of securities is omitted. Item 5. Interests of Named Experts and Counsel L. Michael Russell, who is delivering the Opinion of Counsel to the Company, serves as Vice President and Secretary of the Company is an employee of the Company and holds options to purchase 30,000 shares of Common Stock under a similar benefit plan. Item 6. Indemnification of Directors and Officers As permitted by Section 145 of the General Corporation Law of Delaware, the Company's Bylaws provide for indemnification of directors, employees and agents of the company against expenses (including attorneys' fees) and other amounts paid in settlement actually and reasonable incurred by them in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), in which any such person was or is a party or is threatened to be made a party, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the Company and, with respect to any criminal action or proceeding, if such person had no reasonable cause to believe his conduct was unlawful. In the case of an action or suit by or in the right of the Company, such a person may not be indemnified in respect of any claim, issue or matter as to which he has been adjudged liable for negligence or misconduct in the performance of his duty to the Company, unless and only to the extent the court in which such action or suit was brought or the Court of Chancery determines that such person is fairly and reasonably entitled to indemnity for such expenses as such court may deem proper. In each case, indemnification shall be made only upon specific authorization of a majority of disinterested directors, by written opinion of independent legal counsel or by the shareholders, unless the director, officer, employee or agent has been successful on the merits or otherwise in defense of any action or suit, in which case he shall be indemnified without such authorization. The Company's Bylaws require the Company to pay the expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that he is not entitled to indemnification and permit the Company to advance such expenses to other employees and agents of the Company upon such terms and conditions as are specified by the Company's Board of Directors. The advancement of expenses, as well as indemnification, pursuant to the Company's Bylaws is not exclusive of any other rights which those seeking indemnification or advancement of expenses from the Company may have. The Company's Certificate of Incorporation eliminates personal liability of directors to the Company or its shareholders for monetary damages for breach of fiduciary duty as director, except for: (i) any breach of the duty of loyalty to the Company or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law; (iii) liability under Section 174 of the Delaware General Corporation Law relating to certain unlawful dividends and stock repurchases; or (iv) any transaction from which the director derived an improper personal benefit. The Company's Bylaws permit the Company to purchase and maintain insurance on behalf of any director, officer, employee or agent of the Company against liability asserted against him or her in any such capacity, whether or not the Company would have the power to indemnify him against such liability under the provisions of the Bylaws. However, the Company maintains liability insurance providing coverage only with respect to claims made against officers and directors as to which they are entitled to be indemnified by the Company. The Company has a policy of directors and officers liability insurance which insures directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits See the attached Exhibit Index. Item 9. Undertakings (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on behalf of the undersigned, thereunto duly authorized, in the City of El Segundo, State of California, on this 24th day of November, 1997. INTERNATIONAL RECTIFIER CORPORATION By: /s/___Derek B. Lidow________ Derek B. Lidow, Chief Executive Officer Each person whose signature appears below constitutes and appoints Alexander Lidow, Derek B. Lidow and Michael P. McGee and each of them, his or her true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post- effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and as of the date indicated above. Signature Title /s/ Eric Lidow Chairman of the Board Eric Lidow /s/ Alexander Lidow Chief Executive Officer and Director Alexander Lidow /s/ Derek B. Lidow Chief Executive Officer Derek B. Lidow and Director /s/ R. J. Mueller Executive Vice President- External Affairs and Robert J. Mueller Business Development and Director /s/ M. McGee Vice President, Chief Financial Officer Michael P. McGee (also Principal Accounting Officer) /s/ L. Michael Russell Vice President, Secretary and L. Michael Russell General Counsel /s/ Donald S. Burns Director Donald S. Burns /s/ George Krsek Director George Krsek /s/ M. Matsuda Director Minoru Matsuda /s/ James D. Plummer Director James D. Plummer /s/ Jack O. Vance Director Jack O. Vance /s/ Rochus Vogt Director Rochus E. Vogt EXHIBIT INDEX Exhibit Number Description 4.1 1997 Employee Stock Incentive Plan 4.2 Form of Nonqualified Stock Option Agreement 5.0 Opinion of Counsel to the Company, L. Michael Russell (including consent) 23.1 Form of Consent of Coopers & Lybrand LLP 23.2 Form of Consent of Counsel (included with Exhibit 5) 24.0 Power of Attorney (included in this Registration Statement under Signatures)
EX-4.1 2 1997 EMPLOYEE STOCK INCENTIVE PLAN INTERNATIONAL RECTIFIER CORPORATION 1997 EMPLOYEE STOCK INCENTIVE PLAN 1. Purpose of Plan The purpose of this 1997 Employee Stock Incentive Plan (the "Plan") of International Rectifier Corporation, a Delaware corporation (the "Company") is to enable the Company and its subsidiaries to attract, motivate and retain their employees and certain other individuals by providing incentives related to equity interests in and the financial performance of the Company. 2. "Eligible Persons" Under the Plan Any employee, consultant or advisor of the Company or any of its subsidiaries, other than a director or an executive officer of the Company, shall be eligible to be considered for the grant of an Award (as defined in Section 5 below) or Awards under this Plan. 3. Stock Subject to Plan (a) (i) Aggregate Share Limit; Individual Limits. Subject to adjustments contemplated hereby, the maximum number of shares of Company Common Stock, $1 par value per share ("Common Shares"), that may be issued, is 850,000 shares (the "Share Limit"). Common Shares that are issued pursuant to Awards and subsequently reacquired by the Company pursuant to the terms and conditions of Awards ("Reacquired Common Shares") shall be available for reissue within the Share Limit. Notwithstanding anything contained herein to the contrary, the aggregate number of Common Shares subject to options and stock appreciation rights granted during any calendar year to any individual shall be limited to 100,000 and the maximum individual limit on the number of shares in the aggregate subject to all Awards under this Plan granted during any calendar year shall be 200,000. (ii) Restricted Stock awards granted under this Plan shall not exceed five percent (5%) of the Share Limit. (b) Share Reservation. No award may be granted under this Plan unless, on the date of grant, the sum of (i) the maximum number of Common Shares issuable at any time pursuant to such award, plus (ii) the number of Common Shares that have previously been issued pursuant to Awards granted under this Plan, other than Reacquired Common Shares available for reissue consistent with Section 3(a)(i) above or 3(c) below, plus (iii) the maximum number of Common Shares that may be issued at any time after such date of grant pursuant to Awards that are outstanding on such date, does not exceed the Share Limit. (c) Reissue of Awards and Shares. Awards payable in cash or payable in cash or Common Shares that are forfeited or for any reason are not paid under this Plan, and Common Shares subject to Awards that expire or for any reason are terminated and are not issued, as well as Reacquired Common Shares, shall be available for subsequent Awards under the Plan. If an Award is or may be settled only in cash such Award need not be counted against any of the Share Limits under this Section 3. 4. Administration of Plan (a) The Administrator. This Plan shall be interpreted and administered by the Board of Directors of the Company (the "Board") or by a committee (the "Committee") consisting of one or more directors. The Board or Committee, as the case may be, is referred to hereinafter as the Administrator. (b) Powers of the Administrator. Subject to the express provisions of this Plan, the Administrator shall be authorized and empowered to do all things necessary or desirable in connection with the administration of this Plan, including, without limitation, the following: (i) adopt, amend and rescind rules, regulations and procedures relating to this Plan and its administration or the Awards granted under this Plan; (ii) determine which persons meet the requirements of Section 2 hereof for eligibility under this Plan and to which of such persons, if any, Awards will be granted under this Plan; (iii) grant Awards to persons determined to be Eligible Persons and determine the terms and conditions of such Awards, including but not limited to the number of Common Shares issuable pursuant thereto, the times (not more than 10 years after the initial Award) at which and conditions upon which Awards become exercisable or vest or shall expire or terminate, the fair market value of the Common Shares or Awards from time to time and/or the manner in which it will be determined, and (subject to applicable law) the consideration, if any, to be paid upon receipt, exercise or vesting of Awards; provided, that the fair market value of each non-qualified stock option granted shall not be less than the closing sale price of the Company's Common Shares reported for any applicable date on the New York Stock Exchange-Composite Tape or, if there is no sale on such date, for the preceding date upon which such a sale took place; (iv) determine whether, and the extent to which, adjustments are required pursuant to Section 8 hereof; (v) interpret and construe this Plan and the terms and conditions of any Award granted hereunder, whether before or after the date set forth in Section 9; and (vi) determine the circumstances under which, consistent with the provisions of Sections 9, 10 and 12, any outstanding Award may be amended; which authority (except as to clause (ii) above) shall remain in effect so long as any Award remains outstanding under this Plan. (c) Specific Administrator Responsibility and Discretion Regarding Awards. Subject to the express provisions of this Plan, the Administrator, in its sole and absolute discretion, shall determine all of the terms and conditions of each Award granted under this Plan, which terms and conditions may include, subject to such limitations as the Administrator may from time to time impose, among other things, provisions that: (i) permit the recipient of such Award, including but not limited to any recipient who is a director or officer of the Company, to pay the purchase price of the Common Shares or other property issuable pursuant to such Award, (or any applicable tax withholding obligation upon such issuance or in respect of such Award or Shares), in whole or in part, by any one or more of the following: (A) the delivery of previously owned shares of capital stock of the Company (including shares acquired as or pursuant to Awards) or other property; and/or (B) a reduction in the amount of Common Shares or other property otherwise issuable pursuant to the Award; (ii) accelerate the receipt of benefits pursuant to the Award upon the occurrence of specified events including, without limitation, a change of control of the Company, an acquisition of a specified percentage of the voting power of the Company, the dissolution or liquidation of the Company, a sale of substantially all of the property and assets of the Company or an event of the type described in Section 8 hereof, or in other circumstances or upon the occurrence of other events (including events of a personal nature) as deemed appropriate by the Administrator; (iii) provide for automatic grants or Awards or successive Awards. (iv) extend the exercisability, term or vesting schedule of any or all outstanding Awards, change the price of any or all outstanding Awards or otherwise change previously imposed terms and conditions, in the specified events described in clause (ii) above or in other circumstances or upon the occurrence of other events (including events of a personal nature) as deemed appropriate by the Administrator, in each case subject to Section 10; and/or (v) authorize the conversion, succession or substitution of outstanding Awards upon the occurrence of an event of the type described in Section 8, or in other circumstances or upon the occurrence of other events as deemed appropriate by the Administrator. (d) Binding Determinations. Any action taken by, or inaction of, the Company, the Board or the Administrator relating or pursuant to this Plan shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. No member of the Board or of any Committee nor any officer of the Company shall be liable for any such action or inaction of the entity or body, of another person or, except in circumstances involving bad faith, of himself or herself. (e) Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Board and the Administrator may obtain and may rely upon the advice of experts, including professional advisors to the Company. No director, officer or agent of the Company shall be liable for any such action or determination taken or made or omitted in good faith. (f) Delegation. The Administrator may delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Company. 5. Awards (a) Types of Awards. The Administrator, on behalf of the Company, is authorized under this Plan to enter into any type of arrangement with an Eligible Person that is not inconsistent with the provisions of this Plan and that by its terms, involves or might involve the issuance of (i) Common Shares, (ii) an option, warrant, convertible security, stock appreciation right (including limited stock appreciation right) or similar right with an exercise or conversion privilege at a fixed or variable price related to the Common Shares or other equity securities of the Company and/or the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or (iii) any similar security with a value derived from the value of the Common Shares or other equity securities of the Company. The authorization of any such arrangement (including any benefits described in Section 5(d)) is referred to herein as the "grant" of an "Award." The Administrator may authorize any officer (other than the particular recipient) to execute any or all agreements memorializing any grant of an Award by the Administrator under this Plan. All Awards shall be evidenced by a writing memorializing the Award and containing all the terms and conditions of the Award, executed on behalf of the Company and by the recipient of the Award. (b) Form of Awards. Awards are not restricted to any specified form or structure and may include, without limitation, sales or bonuses of stock, restricted stock, stock options, reload stock options, stock purchase warrants, other rights to acquire stock, securities convertible into or redeemable for stock, stock appreciation rights, limited stock appreciation rights, phantom stock, dividend equivalents, performance units or performance shares, and an Award may consist of one such security or benefit, or two or more of them in any combination or alternative. (c) Price; Consideration. Except as provided in the concluding proviso to Section 4(b)(iii), Common Shares may be issued pursuant to an Award for any lawful consideration as determined by the Administrator, including, without limitation, services rendered by the recipient of such Award, but shall not be issued for less than the minimum lawful consideration. (d) Cash Awards. The Administrator shall have the express authority to create, add or include a cash payment or benefit under this Plan, whether in lieu of, in addition to, or as an Award or as a component of another type of Award. (e) Transfer Restrictions. Unless the Administrator otherwise expressly provides, an Award shall be exercisable only by the recipient and shall be nontransferable, except in the event of the death or incapacity of the recipient. In the case of the recipient's death, the Award may be exercised by or transferred to the person or persons designated or entitled by laws of descent and distribution to succeed to rights of the decedent, and, in the case of the recipient's incapacity, by the legal representative of the recipient. The designation of a beneficiary to receive benefits or exercise rights in the case of a recipient's death consistent with applicable law and the terms hereof shall not constitute a transfer. (f) Tax Withholding. Upon any exercise, vesting, or payment of any Award, the Company shall have the right at its option to (i) require the recipient (or his or her heirs, personal representatives or beneficiaries, as the case may be) to pay or provide for payment of the amounts of any taxes which the Company or any subsidiary may be required to withhold with respect to such transaction or (ii) deduct from any amount payable in case the amount of any taxes which the Company or any subsidiary may be required to withhold with respect to such cash amount. In any case where a tax is required to be withheld in connection with the delivery of Common Shares under this Plan, the Administrator may grant (either at the time of the Award or thereafter) to the participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, to have the Company reduce the numbers of shares to be delivered by (or otherwise reacquire) the appropriate number of shares valued at their then fair market value, to satisfy such withholding obligation. 6. [This Section is Intentionally Omitted] 7. No Right to Employment Neither the existence of this Plan nor the grant of any Award under this Plan shall create any right to continue to be employed by or to otherwise provide service to the Company or a subsidiary, affect a participant's status as an employee at will who is subject to termination without cause, interfere in any way with the right of the Company or of any subsidiary at any time to terminate such employment, or affect the Company's right to increase or decrease the participant's other compensation. 8. Adjustments; Acceleration and Settlement of Awards If: (a) the outstanding securities of the class then subject to this Plan (the "outstanding shares") (1) are increased, decreased, exchanged or converted as a result of a stock split (including a split in the form of a stock dividend), reverse stock split, or the like or (2) are exchanged for or converted into cash, property or a different number or kind of securities (or if cash, property or securities are distributed in respect of the outstanding shares), as a result of a reorganization, merger, consolidation, recapitalization, restructuring, or reclassification; or (b) all or substantially all of the property and assets of the Company are sold; or (c) the holders of the outstanding shares receive an extraordinary dividend (other than a regular cash dividend or a stock dividend of an amount not greater than 10% of the previously outstanding shares) or other extraordinary distribution in cash, property or securities; then, unless the terms of such transaction shall otherwise provide, the Administrator shall make equitable, appropriate and proportionate adjustments in: (x) the number and type of shares or other securities or cash or other property that may be acquired pursuant to nonqualified stock options and other Awards previously granted under this Plan; and (y) the maximum number and type of shares or other securities that may be issued pursuant to nonqualified stock options and other Awards thereafter granted under this Plan, and (z) such other terms of Awards (including the exercise price of any options) as necessarily are affected by such event or adjustment. 9. Term of Plan No Award shall be granted under this Plan after December 31, 2002. Although Common Shares and/or cash may be issued after that date pursuant to Awards granted prior to such date, no Common Shares or cash shall be otherwise issued under this Plan after such date. Notwithstanding the foregoing, any Award granted prior to such date may be amended after such date in any manner that would have been permitted prior to such date, except that no such amendment shall increase the number of shares subject to, comprising or referenced in such Award, or extend the final expiration date of the Award, or reduce (below the fair market value of the date of the amendment) the exercise price of an Award. 10. Amendment and Termination of Plan and Awards The Board may amend or terminate this Plan at any time and in any manner, subject only to any stockholder approval that may be required under applicable law. No amendment or termination of the Plan or change in or affecting any outstanding Award shall deprive, in any material respect, the recipient, without the consent of such recipient, of any of his or her rights or benefits under or with respect to the Award. Adjustments contemplated by Section 8 shall not be deemed to constitute a change requiring such consent. 11. Effective Date of Plan This Plan shall be effective as of the date it is approved by the Board. 12. Legal Issues (a) Compliance and Choice of Law; Severability. This Plan, the granting, vesting and exercise of Awards under this Plan and the issuance and delivery of shares of Common Shares and/or the payment of money under this Plan or under Awards granted hereunder are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under this Plan shall be subject to such restrictions as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. This Plan, the Awards, all documents evidencing Awards and all other related documents shall be governed by, and construed in accordance with the laws of the state of incorporation of the Company. If any provision shall be held by a court of competent jurisdiction to be invalid and unenforceable, the remaining provisions of this Plan shall continue in effect. (b) Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference to the Common Shares, under any other plan or authority. EX-4.2 3 EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT INTERNATIONAL RECTIFIER CORPORATION EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT THIS OPTION AGREEMENT is between INTERNATIONAL RECTIFIER CORPORATION, a Delaware corporation (the "Company"), and (the "Optionee"). Pursuant to the International Rectifier Corporation Stock Incentive Plan identified below (the "Plan"),* the Company grants a nonqualified stock option to purchase authorized but unissued or treasury shares of Common Stock, $1 par value, of the Company on the Terms and Conditions attached and in the Plan: PLAN*: ______________________ GRANT DATE: __________ NUMBER OF SHARES: __________1 EXERCISE PRICE PER SHARE: $_________1 VESTING SCHEDULE: 20% PER YEAR ON EACH OF THE FIRST FIVE ANNIVERSARIES DATES OF GRANT DATE2 EXPIRATION DATE: __________2 _______________________________ 1Subject to adjustment under Section 8 of the Plan and Sections 6 and 7 of the Terms and Conditions. 2Subject to early termination if the Optionee ceases to be employed by the Company or a subsidiary or in certain other circumstances. See the Terms and Conditions and the Plan for exceptions and additional details regarding early termination of the Option. INTERNATIONAL RECTIFIER CORPORATION OPTIONEE (a Delaware Corporation) By: _______________________________ _________________________ (Signature) Its: ____________________________ _________________________ Address _________________________ (City, State, Zip Code) _______________________________ *Note: This form may be used with the Amended and Restated Stock Incentive Plan of 1992 ("1992 Plan") or the 1997 Employee Stock Incentive Plan ("1997 Plan"). TERMS AND CONDITIONS 1. Exercisability of Option. The Option shall vest and become exercisable in installments of 20% of the aggregate number of shares set forth on the facing page (subject to adjustment). Subject to earlier termination of the Option as provided in this Agreement or the Plan, the first installment shall vest on the 1st anniversary of the Grant Date, and thereafter, installments of 20% of the shares shall vest on each of the 2nd, 3rd, 4th and 5th anniversaries of the Grant Date. The Option may be exercised only to the extent the Option is exercisable. - Cumulative Exercisability. To the extent the Optionee does not in any year purchase all the shares that the Optionee may then exercise, the Optionee has the right cumulatively thereafter to purchase any shares not so purchased until the Option terminates or expires. - No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated. - Minimum Exercise. No fewer than 100 shares may be purchased at any one time, unless the number purchased is the total number at the time exercisable under the Option. 2. Method of Exercise of Option. To the extent exercisable, the Option may be exercised by the delivery to the Company of a written notice stating the number of shares to be purchased pursuant to the Option and accompanied by payment made in cash or by check payable to the order of the Company in the full amount of the purchase price of the shares and amounts required to satisfy applicable withholding taxes. Other payment methods may be permitted only if expressly authorized by the Administrator with respect to this option or all options under the Plan. 3. Continuance of Employment Required. The vesting schedule requires continued service through each applicable vesting date as a condition to the vesting of the applicable installment and rights and benefits under this Agreement. Partial service, even if substantial, during any vesting period will not entitle the Optionee to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or service as provided in Section 4 below or under the Plan. 4. Effect of Termination of Employment or Death; Change in Subsidiary Status. If the Optionee's employment by either the Company or any subsidiary terminates, the Option and all other rights and benefits under this Agreement terminate except that the Optionee may at any time within the following periods after termination exercise the Option to the extent the Option was exercisable at the date of termination of employment and has not otherwise expired. - - permanent and total disability --- one year - - voluntary retirement with the consent of the Company or a subsidiary --- 30 days - - termination by the Company or a subsidiary other than pursuant to a Dismissal for Cause --- 30 days - - voluntary resignation (other than pursuant to a Dismissal for Cause (as defined below) or in anticipation of a Dismissal for Cause (as determined by the Committee)) --- 30 days - - death of Optionee --- one year 5. Change in Subsidiary's Status; Leaves of Absence. If the Optionee is employed by an entity that ceases to be a subsidiary, this event is deemed for purposes of this Agreement to be a termination of the Optionee's employment by the Company other than a Dismissal for Cause. Absence from work caused by military service, authorized sick leave or other leave approved in writing by the Committee shall not be considered a termination of employment by the Company for purposes of Section 4. 6. Adjustment and/or Termination of Option Under Certain Circumstances. In addition to adjustments contemplated by Section 8 of the Plan, upon the occurrence or in contemplation of an Event (as defined in Section 13 below), the Company may provide for the assumption, substitution, conversion, exchange, or other settlement and/or adjustment of the Option, whether exercisable or not, or may terminate the Option. If the Company terminates an Option, the Company shall make provision for a cash payment for the Option or shall provide for the assumption, conversion or substitution of other options or rights, in either case based on the distribution or consideration payable to holders of the Common Stock of the Company or the difference between the exercise price and the fair market value of the shares on the applicable measurement date in respect of the Event. In such circumstances, the Company may but is not required to make provision for the unexercisable portion of the Option. 7. Possible Acceleration and Termination of Awards Upon Change in Control. Without limiting the generality of Section 6 or the authority of the Administrator under the Plan, upon the occurrence of (or, as the circumstances may require, immediately prior to) a Change in Control, the Option will become immediately exercisable, unless prior to the Change in Control the Administrator determines that benefits under this or all Options will not accelerate upon occurrence of the Change in Control or determines that only certain or limited benefits under any or all Options will be accelerated and the extent to which they will be accelerated, and/or establishes a different time in respect of such Event for such acceleration. The Administrator may accord the Optionee a right to refuse any acceleration pursuant to this Agreement, in such circumstances as the Administrator may approve. If any Option has been fully accelerated as contemplated by this Section, but is not exercised prior to an Event (as defined in Section 13) involving a Change of Control approved by the Board, the Administrator acting prior to the Event may provide that the Option terminates, subject to any provision by the Administrator, in its sole discretion through a plan of reorganization approved by the Board or otherwise, for the survival, substitution, assumption, exchange or other reasonable settlement of the Option. 8. Notices. Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Company at its principal office, to the attention of the Corporate Secretary and to the Optionee at the address given beneath the Optionee's signature, or at such other address as either party may hereafter designate in writing to the other. 9. Optionee not a Stockholder. Neither the Optionee nor any other person entitled to exercise the Option shall have any of the rights or privileges of a stockholder of the Company as to any shares of Common Stock not actually issued and delivered to Optionee prior to delivery of the exercise price and satisfaction of all other conditions precedent to the due exercise of the Option and delivery of shares. 10. No Employment Commitment by Company. Nothing contained in this Agreement or the Plan constitutes an employment commitment by the Company, affects Optionee's status as an employee at will who is subject to termination without cause, confers upon Optionee any right to remain employed by the Company or any subsidiary, interferes in any way with the right of the Company or any subsidiary at any time to terminate such employment, or affects the right of the Company or any subsidiary to increase or decrease Optionee's other compensation. 11. Effect of Award Agreement. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company except to the extent the Committee determines otherwise. 12. Choice of Law. The constructive interpretation, performance and enforcement of the Option and this Agreement shall be governed by the laws of the State of California. 13. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Plan. "Change in Control" means any of the following: - Approval by the stockholders of the Company of the dissolution or liquidation of the Company; - Approval by the stockholders of the Company of an agreement to merge or consolidate, or otherwise reorganize, with or into one or more entities that are not majority-owned subsidiaries of the Company, as a result of which 50% or less of the outstanding voting securities of the surviving or resulting entity are, or are to be, owned by former stockholders of the Company. - Approval by the stockholders of the Company of the sale or transfer of substantially all of the Company's business and/or assets to a person or entity that is not a subsidiary of the Company; or - The occurrence of any of the following: - any "person," alone or together with all "affiliates" and "associates" of such person, without the prior approval of the Board of Directors, becomes the "beneficial owner" of more than 50% of the outstanding voting securities of the Company (the terms "person", "affiliates", "associates" and "beneficial owner" are used as such terms are used in the Securities Exchange Act of 1934 and the General Rules and Regulations thereunder; provided, however, that a "Change in Control" shall not be deemed to have occurred if such "person" is the Company, any subsidiary of the Company or any employee benefit plan or employee stock plan of the Company or of any subsidiary of the Company, or any trust or other entity organized, established or holding shares of such voting securities by, for, or pursuant to the terms of any such plan, or any member of or entity or group affiliated with the Lidow family; or - individuals who at the beginning of any period of two consecutive calendar years constitute a majority of the Board cease for any reason, during such period, to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each new Board member was approved by a vote of at least two-thirds of the Board members then still in office who were Board members at the beginning of such period. "Dismissal for Cause" means the Company or a subsidiary has terminated Optionee's employment because of any of the following: - any act that has resulted in the Optionee's personal gain at the expense of the Company or any of its subsidiaries; - Optionee's refusal to perform assigned duties; - Optionee's incompetence, insubordination, gross negligence, willful misconduct, breach of fiduciary duty, or conviction of a crime (other than minor traffic violations or similar offenses); - Optionee's violation of any policy or rule of the Company; or - Other conduct that results in a substantial detriment to the business or reputation of the Company or any of its subsidiaries. Each case shall be determined by the Committee in its sole discretion, whether before or after the date of termination of employment. "Event" means a liquidation, dissolution, Change in Control, merger, consolidation, or other combination or reorganization, or a recapitalization, reclassification, extraordinary dividend or other distribution (including a split up or a spin off of the Company or any significant subsidiary), or a sale or other distribution of substantially all the assets of the Company as an entirety. 14. Plan. The Option and all rights of Optionee thereunder are subject to, and the Optionee agrees to be bound by, all of the terms and conditions of the provisions of the Plan, including, but not limited to Section 8 (Adjustments and Settlement of Awards) and Section 12 (Legal Issues). The Optionee acknowledges receipt of a copy of the Plan, which is made a part hereof by this reference, and agrees to be bound by the terms thereof. Unless otherwise expressly provided in other Sections of this Agreement, provisions of the Plan that confer discretionary authority on the Committee do not (and shall not be deemed to) create any additional rights in the Optionee not expressly set forth above. EX-5 4 OPINION OF COMPANY COUNSEL February 17, 1998 International Rectifier 233 Kansas Street El Segundo, CA 90245 Ladies and Gentlemen: At your request, I have examined the Registration Statement prepared to be filed by International Rectifier Corporation (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933 relating to 850,000 shares of the Common Stock of the Company, $1 par value (the "Common Stock") to be issued and sold in accordance with the Company's 1997 Employee Stock Incentive Plan ("Plan"). I have examined the Plan to be used in connection with the sale of Common Stock under the Plan, form of agreement and proceedings to be taken by the Company in connection with the adoption of the Plan and the grant of options thereunder. Based on the foregoing examinations, I am of the opinion that: (i) the Plan has been duly and validly adopted by the Company; and (ii) the shares of Common Stock, when issued and sold in accordance with the Plan, will constitute legally and validly issued, fully paid, and non-assessable shares of the Company. I consent to the filing of this opinion as an exhibit to the aforesaid Registration Statement. Respectfully submitted, /s/ L. Michael Russell L. Michael Russell Vice President, General Counsel and Secretary EX-23.1 5 CONSENT OF COOPERS & LYBRAND LLP CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8, International Rectifier Corporation 1997 Employee Stock Incentive Plan, of our report dated July 17, 1997 on our audits of the consolidated financial statements and the consolidated financial statement schedules of International Rectifier Corporation as of June 30, 1997 and 1996 and for the years ended June 30, 1997, 1996 and 1995 appearing in the Company's 1997 Annual Report on Form 10-K. Coopers & Lybrand L.L.P. /s/ Coopers & Lybrand L.L.P. Los Angeles, California February 17, 1998
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