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 earliest event reported):  June 27, 2007

INTERNATIONAL RECTIFIER CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	1-7935	95-1528961
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation or organization)
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))

Item 1.01 Entry into a Material Definitive Agreement

International Rectifier Corporation (the “Registrant”) previously reported entering into a Credit Agreement (the “Revolver Agreement”), dated as of November 6, 2006, among the Registrant, 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, and an Amendment No. 1 to the Revolver Agreement dated May 4, 2007.

On June 27, 2007, the Registrant and the Revolver Banks entered into  Amendment No. 2 to the Revolver Agreement (the “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, covenants and reporting requirements during a period ending not later than September 15, 2007 (the “Amendment Period’’). During this period, the Revolver Banks will be entitled to assert that lending conditions under the Revolver Agreement have not been satisfied in respect of credit extensions. A copy of such Revolver Amendment is attached as Exhibit 99.1 hereto.

At June 27, 2007, the Registrant had no borrowings and approximately $4.3 million in letters of credit outstanding under the Revolver Agreement.  As set forth in the Revolver Amendment, the Registrant has agreed to cash collateralize any outstanding letters of credit and the Registrant paid an amendment fee to the Revolver Banks.  The Registrant 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 the existing outstanding letters of credit.

The foregoing descriptions are not complete and are qualified in their entirety by reference to the Revolver Amendment which is filed as Exhibit 99.1 hereto and 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 Registrant does not anticipate accessing its credit facilities under its revolving credit line over the near term other than the existing outstanding letters of credit. 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 Registrant’s actual results include unanticipated needs for working capital or credit facilities beyond the Registrant’s current financial resources and the effects of other various risk factors and uncertainties disclosed in the Registrant’s reports filed with the

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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 Registrant does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date hereof.

Item 5.02.              Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)           On July 1, 2007, the employment of Michael P. McGee, Executive Vice President and Chief Financial Officer of the Registrant was terminated by the Registrant’s Board of Directors.  As described in Item 5.02(c) below, the Registrant’s Board of Directors appointed Linda J. Pahl, previously Vice President, Corporate Finance of the Registrant, as acting Chief Financial Officer, effective upon the departure of Mr. McGee.

On July 1, 2007, Robert Grant, Executive Vice President, Global Sales and Marketing, of the Registrant resigned.  Alexander Lidow, the Registrant’s Chief Executive Officer, shall assume the duties of Executive Vice President, Global Sales and Marketing until a successor to Mr. Grant is appointed.

(c)           The Registrant’s Board of Directors appointed Linda J. Pahl, as acting Chief Financial Officer, effective upon the departure of Mr. McGee as described in Item 5.02(b) above.

Ms. Pahl is 46 years old and joined the Registrant in January 1999 as Director of Global Finance.  Since joining the Registrant, Ms. Pahl served the Registrant in various financial roles, most recently as Vice President, Corporate Finance since April 2006.  Prior to joining the Registrant, Ms. Pahl was Vice President and Chief Financial Officer of Blue Cross of California at Wellpoint Health Networks, Inc.

The Registrant has advised Ms. Pahl that her salary, bonus opportunity and equity incentives during the period that she will serve as acting Chief Financial Officer will be negotiated as appropriate to align them with the duties and responsibility of the Chief Financial Officer position.  The Registrant intends to file a copy or summary of the material terms of such arrangements promptly following their formalization.

Except as disclosed herein, Ms. Pahl was not selected pursuant to any arrangement or understanding between Ms. Pahl and any other person.  There are no family relationships between Ms. Pahl and the directors or executive officers of the Registrant.

Item 7.01.Regulation FD Disclosure.

On July 2, 2007, the Registrant issued a press release announcing the termination of Mr. McGee, the resignation of Mr. Grant, and the appointment of Ms. Pahl, referred to in Item 5.02 above.  A copy

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of the press release is attached as Exhibit 99.2 to this report and is incorporated herein by reference.

On April 9, 2007, the Registrant announced that it was conducting an internal investigation of accounting irregularities, being carried out by independent investigators hired by outside legal counsel at the request of the Audit Committee of the Board of Directors of the Registrant.  That investigation continues as of the date of this report.

Jack O. Vance, Chairman of the Board’s Audit Committee and lead independent director of the Registrant, as designated by the independent directors of the Board, is coordinating the activities of the Audit Committee with regard to the investigation.

The information in this Item 7.01 of this report on Form 8-K, including Exhibit 99.2, will not be treated as filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this report.  The furnishing of the information in this Item 7.01 of this report is not intended to and does not, constitute a representation that such furnishing is required by Regulation FD or that the information in this Item 7.01 is material investor information that is not otherwise publicly available.

Item 9.01.              Financial Statements and Exhibits.

(d)           Exhibits

Exhibit Number	Description
99.1	Amendment No. 2, executed and delivered as of June 27, 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	Press release dated July 2, 2007 issued by International Rectifier Corporation.

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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 thereunto duly authorized.

	INTERNATIONAL RECTIFIER
	CORPORATION
Date:  July 2, 2007	By	/s/ Donald R. Dancer
		Donald R. Dancer,
		Secretary and General Counsel

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Amendment No. 2, executed and delivered as of June 27, 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	Press release dated July 2, 2007 issued by International Rectifier Corporation.

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EX-99.1

Exhibit 99.1

AMENDMENT NO. 2

THIS AMENDMENT NO. 2 (this “Amendment”) is being executed and delivered as of June 27, 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 Credit Agreement referred to below, 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 heretofore amended, the “Credit Agreement”); and

WHEREAS, pursuant to Amendment No. 1 to the Credit agreement dated as of April 27, 2007 (“Amendment No. 1”), the Lenders granted certain accommodations to the Company through June 27, 2007 in respect of an investigation of certain matters which is being conducted by the Audit Committee of the Board of Directors of the Company; and

WHEREAS, such investigation has not yet been concluded; and

WHEREAS, in the current course of the Company’s investigation, it is unclear which, if any, of the representations, warranties and covenants set forth in the Credit Agreement, may have been breached;

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.

(a)           The Lenders hereby agree that the Company shall not be deemed in default of its obligations under the Credit Agreement and the other Loan Documents referred to therein on or prior to the date which is the earlier of September 15, 2007 and the end of the Investigation Period (as defined below), except to the extent that the Company shall have breached the covenants set forth in Sections 6.01 (Indebtedness), 6.02 (Liens), 6.08 (Negative Pledge Clauses) of the Credit Agreement or its obligations under Section 2 of this Amendment.

(b)           The Company agrees that the Lenders shall have no obligation to make any Credit Events or any other extensions of credit to any Borrower under the Credit Agreement (other than the renewal of currently outstanding Letters of Credit in existing amount in the ordinary course of business) during the period (the “Investigation Period”) commencing on the date hereof and ending on the date upon which  (i)  the Company’s investigation has been concluded, (ii) the Lenders have received a report of the results thereof and revised audited consolidated financial statements of the Company, in each case which are reasonably satisfactory

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to the Required Lenders (it being understood and agreed that the Lenders shall have a reasonable period to review such report and financial statements), and (iii) no Default exists.

(c)           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.

2.             Cash Collateral.  The Company hereby agrees that by no later than July 12, 2007, it shall provide cash collateral to the Administrative Agent in an amount equal to the full amount of the Letters of Credit outstanding under the Credit Agreement (plus the amount of any letter of credit fees which will accrue with respect thereto through and including September 15, 2007) pursuant to arrangements and documents reasonably satisfactory to the Administrative Agent.  It is understood and agreed that time is of the essence of this Section, and that the failure of the Company to provide such cash collateral by such date shall constitute and be deemed to be an immediate Event of Default under the Credit Agreement and result in the termination of this Amendment.

3.             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 conditions that the Administrative Agent shall have received (a) executed counterparts of this Amendment duly executed and delivered by the Company and the Required Lenders, and (b) from the Company, within one Business Day of the execution and delivery hereof by the Required Lenders, a fee of 0.025% of each Lender’s Commitment for the account of, and to the extent, such Lender has executed and delivered to the Administrative Agent or its counsel a counterpart to this Amendment prior to 5:00 p.m. (Los Angeles local time) on June 27, 2007.

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 terms (as heretofore amended).  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. 2 shall be construed in accordance with and governed by the law of the State of New York.

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[Signature Pages Follow]

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IN WITNESS WHEREOF, this Amendment No. 2 has been duly executed as of the day and year first above written.

INTERNATIONAL RECTIFIER CORPORATION,
as the Company

By:

Name:

Title:

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

By:

Name:

Title:

BANK OF AMERICA, N.A.,
individually as a Lender, as the Issuing Bank and as Syndication Agent

By:

Name:

Title:

DEUTSCHE BANK AG NEW YORK BRANCH,
individually as a Lender and as Co-Documentation Agent

By:

Name:

Title:

By:

Name:

Title:

HSBC BANK USA, NATIONAL ASSOCIATION,
individually as a Lender and as Co-Documentation Agent

By:

Name:

Title:

CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
individually as a Lender

By:

Name:

Title:

By:

Name:

Title:

MIZUHO CORPORATE BANK, LTD.,
as a Lender

By:

Name:

Title:

WELLS FARGO BANK, N.A.,
as a Lender

By:

Name:

Title:

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UNION BANK OF CALIFORNIA, N.A.,
as a Lender

By:

Name:

Title:

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EX-99.2

Exhibit 99.2

International Rectifier Announces Management Changes

·Employment of Michael P. McGee, Executive Vice President and Chief Financial Officer, has been terminated

·Linda J. Pahl has been appointed interim Chief Financial Officer

·Robert Grant, Executive Vice President, Global Sales and Marketing, has resigned

EL SEGUNDO, California, July 2, 2007 — International Rectifier Corporation (NYSE:IRF) today announced that on July 1, 2007, the employment of Michael P. McGee, Executive Vice President and Chief Financial Officer, was terminated by the company’s Board of Directors.  In addition, on July 1, 2007, Robert Grant, Executive Vice President, Global Sales and Marketing, resigned from the company.

The company has announced the appointment of Linda J. Pahl as acting Chief Financial Officer on an interim basis effective immediately.  Alexander Lidow, the company’s Chief Executive Officer, will assume the duties of Executive Vice President, Global Sales and Marketing until a successor is appointed.

Since joining the company in January 1999 as Director of Global Finance, Ms. Pahl, 46, has served the company in various financial roles, most recently as Vice President, Corporate Finance since April 2006.  Prior to joining International Rectifier, Ms. Pahl was Vice President and Chief Financial Officer of Blue Cross of California at Wellpoint Health Networks, Inc.

On April 9, 2007, the company announced that it was conducting an internal investigation of accounting irregularities, being carried out by independent investigators hired by outside legal counsel at the request of the Audit Committee of the Board of Directors.  That investigation continues.

Jack O. Vance, Chairman of the Board’s Audit Committee and lead independent director of the company as designated by the independent directors of the Board, is coordinating the activities of the Audit Committee with regard to the investigation.

About International Rectifier Corporation

International Rectifier Corporation (NYSE:IRF) is a world leader in power management technology.  IR’s analog, digital, and mixed signal ICs, and other advanced power management products, enable high performance computing and save energy in a wide variety of business and consumer applications.  Leading manufacturers of computers, energy efficient appliances, lighting, automobiles, satellites, aircraft, and defense systems rely on IR’s power management solutions to power their next generation products. For more information, go to www.irf.com.

Company contacts:

Media
Graham Robertson
310.726.8512

Investors
Portia Switzer
310.726.8254