-----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, PUHYYTTYI/q+S1sN3zdcGkKnSSDf5DSnc+Uj/FXno5oJAXLECz39Xzrkb1oIkxwa L36eyhevnbPV6INxPosAmA== 0000912057-00-010809.txt : 20000501 0000912057-00-010809.hdr.sgml : 20000501 ACCESSION NUMBER: 0000912057-00-010809 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000310 EFFECTIVENESS DATE: 20000310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL RECTIFIER CORP /DE/ CENTRAL INDEX KEY: 0000316793 STANDARD INDUSTRIAL CLASSIFICATION: 3674 IRS NUMBER: 951528961 STATE OF INCORPORATION: DE FISCAL YEAR END: 0629 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-11872 FILM NUMBER: 565102 BUSINESS ADDRESS: STREET 1: 233 KANSAS ST CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3103223331 POS462B 1 FORM POS462B AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 2000 REGISTRATION NO. 333- - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 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 (I.R.S. Employer of Identification No.) incorporation or organization)
233 KANSAS STREET EL SEGUNDO, CA 90245 (310) 726-8000 (Address, including zip code, and telephone number, including area code, of Registrant's Principal Executive Offices) L. MICHAEL RUSSELL, ESQ. EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL INTERNATIONAL RECTIFIER CORPORATION 233 KANSAS STREET EL SEGUNDO, CA 90245 (310) 726-8000 (Name and address, including zip code, and telephone number, including area code, of Agent for Service) -------------------------- COPIES TO: KENDALL R. BISHOP, ESQ. BRYANT B. EDWARDS, ESQ. O'Melveny & Myers LLP Latham & Watkins 1999 Avenue of the Stars 633 West Fifth Street Suite 700 Suite 4000 Los Angeles, California 90067 Los Angeles, California 90071 Telephone: (310) 246-6780 Telephone: (213) 485-1234 Facsimile: (310) 246-6779 Facsimile: (213) 891-8763
-------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT IS DECLARED EFFECTIVE. -------------------------- If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box, and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ Registration No. 333-30348 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, under the Securities Act please check the following box. / / -------------------------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SHARES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED(2) PER UNIT(3) OFFERING PRICE(3) REGISTRATION FEE(3) Common Stock, $1.00 par value(1)............ 1,437,500 $43.25 $62,171,875 $16,414
(1) Includes rights under the Registrant's Shareholders Rights Plan. (2) Includes shares subject to the underwriters' over-allotment option. (3) Estimated solely for the purpose of calculating the registration fee. The registration fee has been calculated in accordance with Rule 457(c) under the Securities Act. ------------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This registration statement filed under the Securities Act of 1933, as amended, by International Rectifier Corporation with the Securities and Exchange Commission incorporates by reference the contents of our Registration Statement on Form S-3 (File No. 333-30348) relating to the offering of an aggregate of up to 9,200,000 shares of our Common Stock. CERTIFICATION We hereby certify to the Commission that we have instructed our bank to pay the Commission the filing fee of $16,414 for the additional securities being registered under this registration statement as soon as practicable (but in any event no later than the close of business on March 10, 2000); that we will not revoke such instructions; that we have sufficient funds in the relevant account to cover the amount of the filing fee; and that we undertake to confirm receipt of such instructions by the bank on March 10, 2000. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT NO. ITEM - - --------------------- ----------------------------------------- 5.1 Legal opinion of O'Melveny & Myers LLP regarding legality of securities being registered. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of O'Melveny & Myers LLP (included in Exhibit 5.1)
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of El Segundo, State of California on the 9th day of March, 2000. INTERNATIONAL RECTIFIER CORPORATION By: /s/ MICHAEL P. MCGEE ----------------------------------------- Michael P. McGee EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ ERIC LIDOW* Chairman of the Board March 9, 2000 ------------------------------------ Eric Lidow /s/ ALEXANDER LIDOW* Director, Chief Executive Officer March 9, 2000 ------------------------------------ Alexander Lidow /s/ ROBERT J. MUELLER* Director, Executive Vice President March 9, 2000 ------------------------------------ Robert J. Mueller /s/ DEREK B. LIDOW* Director March 9, 2000 ------------------------------------ Derek B. Lidow /s/ GEORGE KRSEK* Director March 9, 2000 ------------------------------------ George Krsek /s/ JACK O. VANCE* Director March 9, 2000 ------------------------------------ Jack O. Vance /s/ ROCHUS E. VOGT* Director March 9, 2000 ------------------------------------ Rochus E. Vogt
SIGNATURE TITLE DATE --------- ----- ---- /s/ DONALD S. BURNS* Director March 9, 2000 ------------------------------------ Donald S. Burns /s/ JAMES D. PLUMMER* Director March 9, 2000 ------------------------------------ James D. Plummer /s/ MINORU MATSUDA* Director March 9, 2000 ------------------------------------ Minoru Matsuda
*By: /s/ MICHAEL P. MCGEE* ------------------------------- Michael P. McGee
EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 [O'MELVENY & MYERS LLP LETTERHEAD] March 9, 2000 OUR FILE NUMBER 412,260-110 International Rectifier Corporation 233 Kansas Street El Segundo, California 90245 RE: REGISTRATION OF SHARES OF COMMON STOCK OF INTERNATIONAL RECTIFIER CORPORATION Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-3 (the "Registration Statement") of International Rectifier Corporation, a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, of 1,437,500 shares of Common Stock, $1.00 par value, of the Company to be offered by the Company (the "Shares"). In our capacity as your counsel, we have examined originals or copies of those corporate and other records and documents we considered appropriate. On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that, when the Board of Directors of the Company, or a duly constituted committee thereof, has taken all necessary corporate action to authorize and approve the issuance of the Shares and upon payment for and delivery of the Shares in accordance with the definitive underwriting agreement approved by the Board of Directors of the Company, the Shares will be validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion in the Registration Statement and to the reference to this firm under the heading "Legal Matters" in the Prospectus constituting part of the Registration Statement. Respectfully submitted, O'MELVENY & MYERS LLP EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated July 27, 1999, except for Note 9, as to which the date is September 14, 1999, relating to the consolidated financial statements of International Rectifier Corporation, as of June 30, 1998 and 1999 and for each of the three years in the period ending June 30, 1999, which appear in International Rectifier Corporation's Registration Statement on Form S-3 (File No. 333-30348). PricewaterhouseCoopers LLP Los Angeles, California March 9, 2000 -----END PRIVACY-ENHANCED MESSAGE-----