-----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, E31VzrCcpUhaDgepFTbaEwbPwEwd7QTRZ1s98e3cigEj+HH8LEcog1I5ilb+8qeF C1XRkkZ4c8QNOl5TLry3eA== 0001104659-08-022429.txt : 20080403 0001104659-08-022429.hdr.sgml : 20080403 20080403171911 ACCESSION NUMBER: 0001104659-08-022429 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080401 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080403 DATE AS OF CHANGE: 20080403 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: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07935 FILM NUMBER: 08738369 BUSINESS ADDRESS: STREET 1: 233 KANSAS ST CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107268000 8-K 1 a08-9978_18k.htm 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):  April 1, 2008

 

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))

 

 



 

Section 5 — Corporate Governance and Management

 

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

 

5.02(c) Appointment of Officer

 

(1) On April 1, 2008, the Board of Directors (the “Board”) of International Rectifier Corporation (the “Company”) appointed Mr. Michael Barrow to the position of Executive Vice President and Chief Operations Officer, effective April 14, 2008, reporting directly to the Company’s Chief Executive Officer and President.

 

(2)  Mr. Barrow, age 53, most recently served as Senior Vice President of the Flip Chip and Wafer Level Business Unit for Amkor Technology, Inc., where Mr. Barrow served in various positions since late 2003.  Prior to his work at Amkor, Mr. Barrow worked for twelve years at Intel Corporation, most recently as Technology General Manager of Intel’s Communications Group.  There is no family relationship between Mr. Barrow and any officer or director of the Company.

 

(3) Mr. Barrow and the Company entered into a letter agreement on March 31, 2008 (the “Offer Letter”) pursuant to which Mr. Barrow will serve as Executive Vice President and Chief Operations Officer.  The Offer Letter is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Pursuant to the Offer Letter, Mr. Barrow will receive: (i) an annual salary starting at $350,000, (ii) participation in the Company’s semi-annual executive bonus plan, with a bonus target of 70% of base salary, and (iii) upon relocation, an automobile allowance of $560 per month in accordance with the Company’s standard practices.

 

Under the Offer Letter, Company management has agreed to recommend to the Compensation Committee of the Board, when the Company is again current in its SEC reporting obligations, that Mr. Barrow be granted equity awards of (i) an option to purchase 75,000 shares of the Company’s common stock, and (ii) restricted stock units covering 25,000 shares of the Company’s common stock.   Any such awards would be made subject to the terms and conditions of the Company’s current stock option plan and the Company’s standard vesting requirements.

 

Mr. Barrow will be eligible to participate in the Company’s standard relocation program and will receive additional benefits of (i) up to four months temporary living assistance not to exceed $3,000 per month, (ii) assistance with respect to closing costs on the sale of his current residence and purchase of a new residence of up to $36,000 and $20,000, respectively, and (iii) an increase in relocation benefits to compensate for the tax liability associated therewith.

 

Mr. Barrow will additionally be eligible to participate in vacation, medical, dental, life insurance, 401K and other benefit plans as other senior executives in accordance with standard Company plans and practices.

 

The foregoing description of the Offer Letter is not complete and is qualified in its entirety by reference to the actual Offer Letter, a copy of which is filed as Exhibit 10.1 hereto.  Other than as set forth in the Offer Letter, there was no arrangement or understanding between Mr. Barrow and any other person pursuant to which he was elected to his new position.

 

(4) Other than as set forth in the Offer Letter, there have been no transactions, and no transactions are proposed, by Mr. Barrow with related persons as defined by Item 404(a) of Regulation S-K.

 

(5) The Offer Letter sets out the compensation, incentives and other terms and conditions of Mr. Barrow’s employment in the position of Executive Vice President and Chief Operations Officer.

 

5.02(e) Compensatory Arrangements of Officer

 

Information regarding Mr. Barrow’s compensatory arrangements is contained in the response to Item 5.02(c) above, which information is incorporated in this Item 5.02(e) by reference.

 

Item 7.01.                Regulation FD Disclosure.

 

On April 3, 2008, the Company issued a press release announcing the appointment of Michael Barrow as Executive Vice President and Chief Operations Officer of the Company.  A copy of the Company’s press release is attached as Exhibit 99.1 and incorporated herein by reference.

 

The information in this Item 7.01 of this report on Form 8-K, including Exhibit 99.1, 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.

 

2



 

Item 9.01.              Financial Statements and Exhibits.

 

(d)

 

Exhibits

 

Exhibit Number

 

Description

10.1

 

Offer Letter, between International Rectifier Corporation and Michael Barrow, entered into March 31, 2008.

 

 

 

99.1

 

Press Release of International Rectifier Corporation, dated April 3, 2008, regarding the appointment of Michael Barrow as Executive Vice President and Chief Operations Officer of the Company.

 

3



 

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:  April 3, 2008

By

/s/ Donald R. Dancer

 

 

Donald R. Dancer,

 

 

Executive Vice President and Chief Administrative Officer

 

4



 

EXHIBIT INDEX

 

Exhibit

 

Description

10.1

 

Offer Letter, between International Rectifier Corporation and Michael Barrow, entered into March 31, 2008.

 

 

 

99.1

 

Press Release of International Rectifier Corporation, dated April 3, 2008, regarding the appointment of Michael Barrow as Executive Vice President and Chief Operations Officer of the Company.

 

5


EX-10.1 2 a08-9978_1ex10d1.htm EX-10.1

Exhibit 10.1

 

March 28, 2008

 

Michael Barrow

 

Dear Michael,

 

It is my pleasure to extend you an offer to join International Rectifier. Subject to Board approval, your initial position will be EXECUTIVE VICE PRESIDENT AND CHIEF OPERATIONS OFFICER, reporting to Oleg Khaykin, CEO, at a starting annual rate of $350,000.

 

This offer includes the following:

 

·                  Stock Options:  When the company is again current in its SEC reporting obligations, management will recommend to Compensation Committee of the Board of Directors that you be granted an option to purchase 75,000 (seventy-five thousand) shares of IR common stock.  The exercise price of the options would equal to the fair market value of a share of the company’s common stock as of the actual date of grant.  Any grant is subject to the approval of the committee and will also be subject to the terms and conditions of the company’s 2000 Incentive Plan and the company’s standard vesting requirements and form of option agreement for employee stock option grants under the plan.

 

·                  Restricted Shares:  When the company is again current in its SEC reporting obligations, management will recommend to Compensation Committee of the Board of Directors that you be granted an award of 25,000 restricted stock units. The restricted stock units shall be paid, upon vesting, in an equal number of shares of the company’s common stock.  Any grant is subject to the approval of the Compensation Committee and will also be subject to the terms and conditions of the company’s 2000 Incentive Plan and the company’s standard vesting requirements and form of agreement for restricted stock units issued under the plan.

 

·                  Incentive Plan:  You will participate in the semi-annual executive incentive plan, with a target payout of seventy (70%) percent of your base salary.  The incentive objectives include corporate and individual objectives and are established by your manager and the Compensation Committee of the Board of Directors.

 

·                  Car Allowance:  If you relocate to El Segundo, CA or Temecula, CA, you will receive $560.00 a month car allowance.  Employees receiving a car allowance must purchase insurance coverage and provide evidence of such insurance to the Corporate Treasury department.  Insurance maintained by the employee on the vehicle should be no less than $100,000.00 bodily injury, each person 300,000.00 each accident and $50,000.00 property damage each accident.

 

·                  International Rectifier’s Executive Relocation package:  A copy of the company’s standard relocation policy is included for your reference.  The relocation package must be used within twelve (12) months of your start date.   As a supplement to the company’s standard policy, you will be eligible for the following:

 

·                  Temporary Living Assistance:  International Rectifier will provide you with up to four (4) months of temporary living assistance not to exceed $3000.00 per month, while you and your family make the transition to the Los Angeles/Southern California area.

 

·                  Closing assistance on the sale of your current residence: International Rectifier will reimburse you a maximum of six (6%) percent towards closing costs on the sale of your current residence (maximum reimbursable sales price of US$600,000 will apply).

 

·                  Closing assistance on the purchase of a home in the Los Angeles/Southern California area:  International Rectifier will reimburse you up to two (2%) percent for closing costs on the purchase of a home in the Los Angeles/Southern California area (maximum reimbursable purchase price of US$1,000,000 will apply).

 

·                  Tax Relief:  Items related to your relocation package which are considered taxable will be grossed up to offset tax liabilities you may incur.

 

·                  Reimbursement: In accordance with the company’s standard relocation policy, if you terminate employment with the company within 12 months of your hire date, you will be held responsible for reimbursing the company  for 100% of the relocation expenses incurred in association with the above supplemental relocation benefits.  If you terminate employment within two years, you will be responsible for 50% of such costs.

 



 

·                  International Rectifier Benefits:  This offer includes paid time off, medical, dental, life insurance, 401(k) plan, stock purchase plan, and all other benefits in accordance with standard company plans and any revisions thereof.

 

Employment at International Rectifier is contingent upon proof of legal right to work in the United States, satisfactorily completing a post-offer physical examination, drug test and background check. Arrangements will be made to accomplish this upon the acceptance of this offer. Your employment is at will and can be terminated by either party at any time, for any reason, with or without cause. International Rectifier reserves the right to change the terms and conditions of anyone’s employment at any time.

 

New Hire Orientation will be held from 9:15am - 3:00pm on your first day. Please report to the first floor reception area at 101 N. Sepulveda Blvd. El Segundo, CA 90245.

 

Your acceptance of this offer and the conditions upon which it is made will be confirmed by your signing and returning this agreement. This offer will expire if not accepted by March 31, 2008.

 

Please let me know if you have any questions.  We’re looking forward to you joining the IR senior leadership team.

 

Sincerely,

 

L. P. Quiggle

Vice President, Human Resources

 

Acknowledgement & acceptance

 

Your acceptance of this offer and the conditions upon which it is made will be confirmed by your signing and returning this agreement

 

 

 

 

 

Michael Barrow

L. P. Quiggle

 

Vice President, Human Resources

3/30/08

 

3/31/08

 

Date

Date

 


EX-99.1 3 a08-9978_1ex99d1.htm EX-99.1

Exhibit 99.1

 

International Rectifier Names Michael Barrow Executive Vice President and Chief Operations Officer

 

EL SEGUNDO, Calif.—(BUSINESS WIRE)—April 3, 2008—International Rectifier Corporation (“IR”) (NYSE:IRF) today announced the appointment of Michael Barrow as Executive Vice President and Chief Operations Officer, effective April 14, 2008.  Barrow, 53, will report directly to Oleg Khaykin, President and Chief Executive Officer, and will be responsible for implementing strategies to build a world-class manufacturing organization.

 

Mr. Barrow brings 30 years of semiconductor and operational leadership experience to International Rectifier, having served at both Amkor Technology and Intel.  While at Amkor, Barrow most recently served as Senior Vice President and General Manager of the Flip Chip and Wafer Level Packaging Business Unit, where he was responsible for the strategic direction and business growth.  Prior to Amkor, Barrow worked 12 years at Intel, most recently as Technology General Manager of Intel’s Communications Group and also as Technology Manager of Intel’s Chip Set Group.  Prior to Intel, Barrow spent 11 years at Unisys in increasing levels of responsibility and started his career as a power design engineer at Electro Pacific Inc.

 

“We are very pleased to have Michael Barrow join the management team here at International Rectifier,” said Oleg Khaykin, International Rectifier’s President and Chief Executive Officer.  “I feel confident that his vast experience in engineering and manufacturing will provide significant strength to the management team as we implement strategies to drive operational excellence in our manufacturing facilities worldwide.  Michael has an outstanding track record of success in lean manufacturing, improving operational metrics, reducing costs and building successful teams.”

 

“I am excited about the opportunity to join International Rectifier and help build upon the strong foundation that is already in place,” said Michael Barrow.  “I look forward to working with this talented team of individuals to help drive manufacturing process efficiency while meeting and exceeding the demands of our valued customers.”

 

Mr. Barrow holds a BSEE/BSME degree from Natal Technikon (Institute of Technology) in Durban, South Africa.

 

About International Rectifier

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.

 

Note: Statements made or implied in this release that are in the future tense or that are accompanied by words such as “will,” or variations of such words are “forward-looking” and involve risks and uncertainties that are not within International Rectifier’s control. A fuller explanation of these risks and uncertainties, including those related to the ongoing investigation conducted by independent legal counsel retained by the Audit Committee of the Board of Directors, and the changes to the company’s internal controls and governance policies, is contained in International Rectifier’s periodic and other filings from time to time with the Securities and Exchange Commission.

 

# # #

 

Company contact:

Investors

Portia Switzer

310.726.8254

 

Chris Toth

310.252.7731

 

Media

Graham Robertson

310.529.0321

 


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