-----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, Mp8JbN1nHDHQUj+YwGoYox6CW1oRuBgR1l3RPYhr6Xfm9CxHNKXDiAnMPqF2duW2 VwcpTV7WiyR6SUJeI5DCzw== 0000902595-98-000199.txt : 19981005 0000902595-98-000199.hdr.sgml : 19981005 ACCESSION NUMBER: 0000902595-98-000199 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981002 EFFECTIVENESS DATE: 19981002 SROS: NASD 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: 333-65265 FILM NUMBER: 98720307 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 October 2, 1998 Registration No. 333-_______ 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 90245 (Name and address of agent for service)
CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum each Class of Amount Offering Aggregate Amount of Securities to be to be Price Per Offering Registration Registered Registered Unit Price Fee Common Stock 985,000 $ 5.10 $ 5,023,500.00 $ 1,481.94 $1.00 par value shares - ----------------------- 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 preferred 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 of Common Stock 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 Western Edition of the Wall Street Journal as of October 1, 1998. The Exhibit Index included in this Registration Statement is at page 6.
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 as 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 document of International Rectifier Corporation (the "Company") filed with the Securities and Exchange Commission is incorporated herein by reference: (a) Registration Statement No. 333-46901 on Form S-8 as filed on February 26, 1998 relating to the Company's 1997 Employee Stock Incentive Plan. Item 8. Exhibits See the attached Exhibit Index. 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 29th day of September, 1998. 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 posteffective 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 (Principal Executive Officer) Alexander Lidow /s/ Derek B. Lidow Chief Executive Officer and Director Derek B. Lidow Signature Title /s/ Robert 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/ 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 E. Vogt Director Rochus E. Vogt EXHIBIT INDEX Exhibit Number Description 5. Opinion of Counsel to the Company, L. Michael Russell (including consent) 23.1. Form of Consent of PricewaterhouseCoopers LLP 23.2. Form of Consent of Counsel (included in this Registration Statement with Exhibit 5) 24. Power of Attorney (included in this Registration Statement under Signatures) EX-5 2 OPINION OF COUNSEL EXHIBIT 5 September 29, 1998 International Rectifier Corporation 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 ("Company") with the Securities and Exchange Commission under the Securities Act of 1933 relating to 985,000 additional shares of the Common Stock of the Company, $1 par value ("Common Stock") to be issued and sold in accordance with the Company's 1997 Employee Stock Incentive Plan ("Plan"). I have examined 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 examination, 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 3 FORM OF CONSENT EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8, for the International Rectifier Corporation 1997 Employee Stock Incentive Plan, of our report dated July 23, 1998 on our audits of the consolidated financial statements and the consolidated financial statement schedule of International Rectifier Corporation as of June 30, 1998 and 1997 and for the years ended June 30, 1998, 1997, and 1996 appearing in the Company's 1998 Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Los Angeles, California October 1, 1998 -----END PRIVACY-ENHANCED MESSAGE-----