8-K

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 the earliest event reported):  May 4, 2007

INTERNATIONAL RECTIFIER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-7935	95-1528961
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation or organization)	File Number)	Identification No.)

233 Kansas Street, El Segundo, California 90245

(Address of principal executive offices) (Zip Code)

(310) 726-8000

(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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement

International Rectifier Corporation (the “Company”) previously reported entering into a certain Credit Agreement (the “Revolver Agreement”), dated as of November 6, 2006, among the Company, certain lenders and JPMorgan Chase Bank, National Association (“JPMorgan”), as Administrative Agent (such lenders and JPMorgan, together, the “Revolver Banks”), providing for, among other things, a revolving credit facility with total commitments in the principal amount of $150,000,000.  On May 4, 2007, the Company and the Revolver Banks entered into an Amendment No. 1 to the Revolver Agreement (“Revolver Amendment”), providing for the Revolver Banks’ agreement that, in light of the ongoing previously disclosed investigation, conducted at the request of the Audit Committee of its Board of Directors by independent investigators hired by outside legal counsel, the Company will not be deemed in default in respect of certain representations, warranties and reporting requirements during a period ending not later than June 27, 2007 (“Amendment Period’’). During such period, the Revolving Lenders will be entitled to assert that lending conditions under the Revolver Agreement have not been satisfied in respect of credit extensions with certain exceptions. A copy of such Revolver Amendment is attached as Exhibit 99.1 hereto.

Additionally, the Company previously reported that it had entered into a certain Continuing Guaranty, dated June 27, 2006 (“Guaranty”), in favor of Bank of America, N.A. (“Bank of America”), to guarantee the payment and performance of obligations by International Rectifier Southeast Asia Pte. Ltd., a subsidiary of the Company (“IR Singapore”), in connection with a Credit Agreement dated June 27, 2006 (the “Credit Agreement”), between IR Singapore and Bank of America as administrative agent and sole initial lender.  The Company and the current lenders under the Credit Agreement entered into a certain Amendment No. 1 to the Guaranty (“Guaranty Amendment”), dated May 4, 2007, which provides that the Company will not be deemed in default in respect of the representations, warranties and reporting requirements which are incorporated by reference in the Guaranty from the Revolver Agreement during the Amendment Period.  A copy of such Guaranty Amendment is attached as Exhibit 99.2 hereto.

At May 4, 2007, the Company had no borrowings and approximately $4.3 million in letters of credit outstanding under the Revolver Agreement.  Additionally, at May 4, 2007, approximately $55 million was outstanding under the Credit Agreement.  The Company believes it appropriate to have credit facilities available to meet working capital and other needs that may arise although it currently does not anticipate accessing those facilities over the near term other than within the limits set out in Revolver Amendment.

The foregoing descriptions are not complete and are qualified in their entirety by reference to the Revolver Amendment and the Guaranty Amendment which are filed as Exhibits 99.1 and 99.2 hereto and are incorporated herein by this reference.

Cautionary Information Regarding Forward-looking Statements

This Form 8-K includes some “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate” and “believe.” Such forward-looking statements include, among other things, our statement that the Company does not anticipate accessing its credit facilities under its revolving credit line over the near term other than within the limits set out in Revolver Amendment. Forward-looking statements are subject to a number of uncertainties and risks, and actual results may differ materially from those projected. Factors that could affect the Company’s actual results include unanticipated needs for working capital or credit facilities beyond the Company’s current financial resources and the effects of other various risk factors and uncertainties disclosed in the Company’s reports filed with the Securities and Exchange Commission, including its most recent reports (not including financial information) on Forms 10-K and 10-Q. Such forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date hereof.

Item 9.01 Financial Statements and Exhibits

(d)   Exhibits.

Exhibit Number	Description
99.1	Amendment No. 1, executed and delivered as of May 4, 2007, by and among International Rectifier Corporation, a Delaware corporation (“IRC”), JPMorgan Chase Bank, National Association, as administrative agent, and the other lender parties, with respect to that certain Credit Agreement, dated November 6, 2006, among IRC, the lenders described therein, Bank of America, N.A. as Syndication Agent and HSBC Bank USA, National Association and Deutsche Bank AG New York Branch as Co-Documentation Agents and JPMorgan Chase Bank, National Association, as administrative agent.
99.2	Amendment No. 1, executed and delivered as of May 4, 2007, by and among International Rectifier Corporation, a Delaware corporation (“IRC”), Bank of America, N.A., as administrative agent, with respect to that certain Continuing Guaranty, dated June 27, 2006, executed by IRC in favor of Bank of America, N.A. and the other lenders in connection with that certain Credit Agreement dated as of June 27, 2006, by and among International Rectifier Southeast Asia Pte. Ltd., a company organized under the laws of Singapore, Bank of America, N.A. as administrative agent and the lenders party thereto.

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 hereunto duly authorized.

Date: May 8, 2007	INTERNATIONAL RECTIFIER CORPORATION
	By	/s/ Donald R. Dancer
		Name: Donald R. Dancer
		Title:   Secretary and General Counsel

EX-99.1

Exhibit 99.1

AMENDMENT  NO. 1

THIS AMENDMENT NO. 1 (this “Amendment”) is being executed and delivered as of May 4, 2007, by and among International Rectifier Corporation, a Delaware corporation (the “Company”), JPMorgan Chase Bank, National Association, as administrative agent (the “Administrative Agent”) under the hereinafter identified and defined Credit Agreement, and certain of the lenders party to said Credit Agreement.  All capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Company, the Lenders and the Administrative Agent are currently party to that certain Credit Agreement dated as of November 6, 2006 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Company has requested the Lenders and the Administrative Agent to address certain provisions of the Credit Agreement in certain respects;

WHEREAS, certain of the Lenders and the Administrative Agent have agreed to address certain provisions of the Credit Agreement on the terms and conditions set forth in Section 1 hereof.

NOW, THEREFORE, in consideration of the foregoing premises, the terms and conditions stated herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

1.     Agreement.  The Company has provided the Lenders with a copy of its press release dated April 9, 2007, describing, among other things, an investigation conducted at the request of the Audit Committee of its Board of Directors by independent investigators hired by outside legal counsel and that the ongoing investigation has discovered some accounting irregularities at a Foreign Subsidiary (the “Investigation”).  The Company has discussed with the Lenders the potential impact of the Investigation upon its past and prospective compliance with the Credit Agreement, including the fact that the Company may be unable to timely deliver to the Administrative Agent and the Lenders the financial statements and related documents required under Sections 5.01(b) and 5.01(c) of the Credit Agreement for the Company’s fiscal quarter ending March 31, 2007 (the “Reporting Requirement”).  The Company acknowledges that, pending completion of the investigation, it is unclear whether the Company’s representations in Section 3.04 were accurate as of the Effective Date or any subsequent date or that the Company complied with Section 5.01 or 5.06 of the Credit Agreement since the Effective Date. The parties hereto acknowledge and agree that the foregoing statement shall not be construed as a statement by the Company or the Lenders that any Default or Event of Default exists on the date hereof.  In accordance with the provisions of Section 9.02 of the Credit Agreement, the Company has requested that, subject to the terms hereof, the Required Lenders enter into this agreement to set forth the understanding between the parties hereto regarding the matters discussed herein.

1

The Lenders party hereto acknowledge that the Company has complied with its obligations under Section 5.02 of the Credit Agreement in respect of the Investigation and the other related matters discussed herein.  Furthermore, the Lenders party hereto hereby agree, solely during the Investigation Period (as defined below), the Lenders shall not assert that a Default or Event of Default exists as a result of or on the basis of (x) the Reporting Requirement and (y) any other Default that may have arisen by virtue of the Investigation or from the making by the Company of the representations and warranties in Sections 3.04, 3.11 and 3.13 of the Credit Agreement insofar as such Sections relate to the Previous Financial Statements (as defined below) (the Reporting Requirement and such other Defaults being collectively referred to herein as the “Specified Matters”).  The parties hereto furthermore agree that pending completion of the Investigation and the disclosure of the results thereof to the Lenders, during the Investigation Period, the Lenders shall be entitled to assert that the conditions precedent to credit extensions under Section 4.02 of the Credit Agreement have not been satisfied in respect of any credit extensions other than renewal or amendment of Letters of Credit outstanding on the date hereof, or the issuance of additional Letters of Credit in the ordinary course of business, in each case to the extent that the aggregate principal amount of the outstanding Letters of Credit under the Credit Agreement does not exceed $10,000,000.

As used herein, “Previous Financial Statements” means the Company’s financial statements as of and for the fiscal year ended June 30, 2006 and as of and for the fiscal quarters and portion of the fiscal year ended June 30, 2007 which have been delivered to the Lenders prior to the date hereof  and “Investigation Period” means the period commencing on the date hereof and expiring on the earlier of (a) June 27, 2007, (b) the date of delivery to the Administrative Agent or the Lenders of any modified or restated version of a Previous Financial Statement which, in the reasonable opinion of the Required Lenders, materially adversely deviates from the original version thereof in a manner that negatively impacts the creditworthiness of the Company and (c) the date of occurrence of any Default or Event of Default other than the Specified Matters.

Pursuant to the provisions of Section 9.02 of the Credit Agreement, except as set forth herein, no failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power under the Credit Agreement or under any other Loan Document shall operate as an amendment or waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders under the Credit Agreement and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  All remedies contained in the Loan Documents or by law as a result of the Specified Matters are hereby reserved on behalf of the Administrative Agent and the Lenders following the expiration of the Investigation Period.

2.     Conditions of Effectiveness.  This Amendment shall be deemed to have become effective as of the date hereof, but such effectiveness shall be subject to the condition that the Administrative Agent shall have received executed counterparts of this Amendment duly executed and delivered by the Company and the Required Lenders.

2

3.     Representation and Warranties.  The Company hereby represents and warrants that, other than in connection with the Reporting Requirement or, solely as a result of the circumstances underlying the Investigation, Sections 3.04, 3.11 and 3.13 of the Credit Agreement insofar as such Sections relate to the Previous Financial Statements, (i) all of the representations and warranties of the Company set forth in the Credit Agreement are true and correct in all material respects on and as of the date hereof (except to the extent such representations or warranties specifically relate to any earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) and (ii) no Default has occurred or is continuing.

4.     No Implicit Amendment or Waiver.  Except as expressly set forth herein, (i) the execution, delivery and effectiveness of this Amendment shall neither operate as an amendment or waiver of any rights, power or remedy of the Administrative Agent or the Lenders under the Credit Agreement or any other documents executed in connection with the Credit Agreement, nor constitute an amendment or waiver of any provision of the Credit Agreement nor any other document executed in connection therewith and (ii) the Credit Agreement shall remain in full force and effect in accordance with its original terms.  Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as an amendment or waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

5.     GOVERNING LAW.  THIS AMENDMENT NO. 1 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

[Signature Pages Follow]

3

IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed as of the day and year first above written.

INTERNATIONAL RECTIFIER
CORPORATION,

as the Company

By:

Name:

Title:

4

JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, individually as a Lender, as the
Swingline Lender and as Administrative Agent

By:

Name:

Title:

5

BANK OF AMERICA, N.A.,

individually as a Lender, as the Issuing Bank and as Syndication Agent

By:

Name:

Title:

6

DEUTSCHE BANK AG NEW YORK BRANCH,

individually as a Lender and as Co-Documentation
Agent

By:

Name:

Title:

By:

Name:

Title:

7

HSBC BANK USA, NATIONAL ASSOCIATION,

individually as a Lender and as Co-Documentation
Agent

By:

Name:

Title:

8

CREDIT SUISSE, CAYMAN

ISLANDS BRANCH,

individually as a Lender

By:

Name:

Title:

By:

Name:

Title:

9

MIZUHO CORPORATE BANK, LTD.,

as a Lender

By:

Name:

Title:

10

WELLS FARGO BANK, N.A.,

as a Lender

By:

Name:

Title:

11

UNION BANK OF CALIFORNIA, N.A.,

as a Lender

By:

Name:

Title:

12

EX-99.2

Exhibit 99.2

AMENDMENT NO. 1

THIS AMENDMENT NO. 1 (this “Amendment”) is being executed and delivered as of May 4, 2007, by and among International Rectifier Corporation, a Delaware corporation (the “Company”), Bank of America, N.A., as administrative agent (the “Administrative Agent”) under the hereinafter identified and defined Credit Agreement, and certain of the lenders party to said Credit Agreement.  All capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, International Rectifier Southeast Asia Pte. Ltd., a company organized under the laws of Singapore and a wholly-owned subsidiary of the Company (“IRFSEA”), entered into that certain Credit Agreement dated as of June 27, 2006, with Administrative Agent and the lenders party thereto (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “IRFSEA Credit Agreement”);

WHEREAS, pursuant to the IRFSEA Credit Agreement, the Company furnished to Administrative Agent and Lenders that certain Continuing Guaranty dated as of June 27, 2006 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”);

WHEREAS, the Company, JP Morgan Chase Bank, National Association, as administrative agent, and the lenders named therein are parties to that certain Credit Agreement dated as of November 6, 2006 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Company Credit Agreement”), and the covenants of the Company contained in Section 5 of the Company Credit Agreement are incorporated by reference into Section 15 of the Guaranty;

WHEREAS, the Company has requested the Lenders and the Administrative Agent to address certain provisions of the Guaranty in certain respects;

WHEREAS, certain of the Lenders and the Administrative Agent have agreed to address certain provisions of the Guaranty on the terms and conditions set forth in Section 1 hereof.

NOW, THEREFORE, in consideration of the foregoing premises, the terms and conditions stated herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

1.     Agreement.  The Company has provided the Lenders with a copy of its press release dated April 9, 2007, describing, among other things, an investigation conducted at the request of the Audit Committee of its Board of Directors by independent investigators hired by outside legal counsel and that the ongoing investigation has discovered some accounting irregularities at one of its subsidiaries (the “Investigation”).  The Company has discussed with the Lenders the potential impact of the Investigation upon its past and prospective compliance with the Guaranty, including the fact that the Company may be unable to timely

deliver to the Administrative Agent and the Lenders the financial statements and related documents required under Sections 5.01(b) and 5.01(c) of the Company Credit Agreement as incorporated in Section 15  of the Guaranty for the Company’s fiscal quarter ending March 31, 2007 (the “Reporting Requirement”).  The Company acknowledges that, pending completion of the investigation, it is unclear whether the Company complied with Section 5.01 or 5.06 of the Company Credit Agreement since the date of the Guaranty. The parties hereto acknowledge and agree that the foregoing statement shall not be construed as a statement by the Company or the Lenders that any default under the Guaranty exists on the date hereof.  In accordance with the provisions of Section 11 of the Guaranty, the Company has requested that, subject to the terms hereof, the Lenders enter into this agreement to set forth the understanding between the parties hereto regarding the matters discussed herein.

The Lenders party hereto acknowledge that the Company has complied with its obligations under Section 5.02 of the Company Credit Agreement as incorporated in Section 15 of the Guaranty in respect of the Investigation and the other related matters discussed herein.  Furthermore, the Lenders party hereto hereby agree, solely during the Investigation Period (as defined below), the Lenders shall not assert that a default exists under the Guaranty as a result of or on the basis of (x) the Reporting Requirement and (y) any other default under, or breach of the terms of, the Guaranty that may have arisen by virtue of the Investigation (the Reporting Requirement and such other defaults being collectively referred to herein as the “Specified Matters”).

As used herein, “Previous Financial Statements” means the Company’s financial statements as of and for the fiscal year ended June 30, 2006 and as of and for the fiscal quarters and portion of the fiscal year ended June 30, 2007 which have been delivered to the Lenders prior to the date hereof, and “Investigation Period” means the period commencing on the date hereof and expiring on the earlier of (a) June 27, 2007, (b) the date of delivery to the Administrative Agent or the Lenders of any modified or restated version of a Previous Financial Statement which, in the reasonable opinion of the Required Lenders, materially adversely deviates from the original version thereof in a manner that negatively impacts the creditworthiness of the Company and (c) the date of occurrence of any Default or Event of Default other than the Specified Matters.  All capitalized terms not defined herein shall have the meanings given them in the IRFSEA Credit Agreement.

Pursuant to the provisions of Section 11 of the Guaranty, except as set forth herein, no failure or delay by the Administrative Agent or any Lender in exercising any right or power under the Guaranty, IRFSEA Credit Agreement or under any other Loan Document shall operate as an amendment or waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Administrative Agent and the Lenders under the Guaranty, IRFSEA Credit Agreement and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  All remedies contained in the Loan Documents or by law as a result of the Specified Matters are hereby reserved on behalf of the Administrative Agent and the Lenders following the expiration of the Investigation Period.

2.     Conditions of Effectiveness.  This Amendment shall be deemed to have become effective as of the date hereof, but such effectiveness shall be subject to the condition that the Administrative Agent shall have received executed counterparts of this Amendment duly executed and delivered by the Company and the Lenders.

3.     Representation and Warranties.  The Company hereby represents and warrants that, (i) all of the representations and warranties of the Company set forth in the Guaranty are true and correct in all material respects on and as of the date hereof (except to the extent such representations or warranties specifically relate to any earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) and (ii) other than in connection with the Reporting Requirement, no default has occurred or is continuing.

4.     No Implicit Amendment or Waiver.  Except as expressly set forth herein, (i) the execution, delivery and effectiveness of this Amendment shall neither operate as an amendment or waiver of any rights, power or remedy of the Administrative Agent or the Lenders under the Guaranty or IRFSEA Credit Agreement or any other documents executed in connection with the IRFSEA Credit Agreement, nor constitute an amendment or waiver of any provision of the IRFSEA Credit Agreement nor any other document executed in connection therewith and (ii) the Guaranty and IRFSEA Credit Agreement shall remain in full force and effect in accordance with its original terms.

5.     GOVERNING LAW.  THIS AMENDMENT NO. 1 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

[Signature Pages Follow]

IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed as of the day and year first above written.

INTERNATIONAL RECTIFIER
CORPORATION,

as the Company

By:

Name:

Title:

BANK OF AMERICA, N.A.,

individually as a Lender, as the Administrative
Agent

By:

Name:

Title:

UNION BANK OF CALIFORNIA, N.A.,

as a Lender

By:

Name:

Title: