8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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, 2007

INTERNATIONAL RECTIFIER CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-7935	95-1528961
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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))

Item 9.01 Financial Statements and Exhibits

(a) Pro Forma Financial Information

On April 9, 2007, International Rectifier Corporation (the “Company”) filed a Form 8-K (the “April 2007 Form 8-K”) that reported, pursuant to Item 2.01, the divestiture of the Company’s Power Control Systems business (the “PCS Business”), consisting of the Company’s Non-Aligned Product and Commodity Product segments, to Vishay InterTechnology, Inc. (the “Divestiture”) as more fully described in the April 2007 Form 8-K. Also, pursuant to Item 4.02 of the April 2007 Form 8-K, the Company reported that based upon an interim report of an investigation conducted at the request of the Audit Committee of its Board of Directors (the “Audit Committee”), the Audit Committee had determined that the Company’s financial statements for the quarters ended December 31, 2006, September 30, 2006, March 31, 2006, December 31, 2005 and September 30, 2005, and for the year ended June 30, 2006, included in the Company’s Quarterly Reports on Form 10-Q and the Annual Report on Form 10-K, should no longer be relied upon.

The April 2007 Form 8-K advised that the pro forma financial information giving effect to the sale of the PCS Business required pursuant to Article 11 of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended (the “PCS Pro Forma Financial Information”) was not provided at that time because of the ongoing investigation and because of the accounting irregularities that resulted in the determination that previous financial statements should no longer be relied upon.  The April 2007 Form 8-K stated that the PCS Pro Forma Financial Information would be provided once the investigation was complete and the impact on previously issued financial statements of the Company was determinable.

The Company has been advised that the investigation is complete and is filing a comprehensive Annual Report on Form 10-K for the fiscal year ended June 30, 2007 concurrently with this Form 8-K/A.  This Form 8-K/A contains the previously omitted PCS Pro Forma Financial Information, consisting of the unaudited pro forma condensed consolidated statements of income of the Company for the nine months ended March 31, 2007 and the fiscal year ended June 30, 2006. The pro forma balance sheet as of March 31, 2007, and the income statement for the years ended June 30, 2005 and 2004 have not been included as the discontinued operation component has been included in the revised financial statements. The PCS Pro Forma Financial Information is presented for illustrative purposes only and is not necessarily indicative of the operating results and financial positions that might have been achieved had the sale occurred as of an earlier date, nor is such information indicative of operating results and financial position that may occur in the future.  The PCS Pro Forma Financial Information should be read in conjunction with the historical consolidated financial statements of the Company and accompanying notes set forth in the Quarterly Report on Form 10-Q for the nine months ended March 31, 2007 that is being filed concurrently with this report.

Capitalized terms used but not otherwise defined herein shall have the meanings stated in the April 2007 Form 8-K.

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(b) Exhibits

99.1         Pro Forma Financial Information regarding International Rectifier Corporation’s divestiture of its Power Control Systems business.

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:  August 1, 2008	INTERNATIONAL RECTIFIER CORPORATION
	By:	/s/ Peter B. Knepper
	Name:	Peter B. Knepper
	Title:	Acting Chief Financial
	Officer (Duly Authorized and Principal Financial and Accounting Officer)

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EX-99.1

Exhibit 99.1

INTERNATIONAL RECTIFIER CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED MARCH 31, 2007

(In thousands, except per share data)

	International			Pro Forma Adjustments
	Rectifier			Commodity
	Corporation			Products (1)			Other (2)		Pro Forma
Revenues	$	925,609		$	(168,500	)	$	5,000	$	762,109
Cost of sales	563,425			(119,211		)	838		445,052
Gross profit	362,184			(49,289		)	4,162		317,057
Selling and administrative expense	165,371			(14,608		)	—		150,763
Research and development expense	92,146			(4,941		)	—		87,205
Amortization of acquisition-related intangibles assets	1,242			—			—		1,242
Asset impairment, restructuring and other charges	10,322			(336		)	—		9,986
Operating income	93,103			(29,404		)	4,162		67,861
Other income, net	(5,424		)	—			—		(5,424		)
Interest income, net	(8,987		)	—			—		(8,987		)
Income from continuing operations before income taxes	107,514			(29,404		)	4,162		82,272
Provision for income tax	47,199			(8,033		)	1,137		40,303
Income from continuing operations	$	60,315		$	(21,371	)	$	3,025	$	41,969
Income from continuing operations per common share, basic	$	0.83							$	0.58
Income from continuing operations per common share, diluted	$	0.83							$	0.58
Average common shares outstanding – basic	72,291								72,291
Average common shares and potentially dilutive securities outstanding – diluted	72,829								72,829

INTERNATIONAL RECTIFIER CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE FISCAL YEAR ENDED JUNE 30, 2006

(In thousands, except per share data)

	International
	Rectifier
	Corporation			Pro Forma Adjustments
	(Historical)			Commodity			Other pro forma
	As Restated			Products (1)			adjustments (2)		Pro Forma
Revenues	$	1,014,800		$	(196,592	)	$	6,667	$	824,875
Cost of sales	588,934			(135,207		)	1,117		454,844
Gross profit	425,866			(61,385		)	5,550		370,031
Selling and administrative expense	196,766			(19,774		)	—		176,992
Research and development expense	104,102			(5,753		)	—		98,349
Amortization of acquisition-related intangibles assets	3,330			—			—		3,330
Asset impairment, restructuring and other charges	87			—			—		87
Operating income	121,581			(35,858		)	5,550		91,273
Other income, net	(15,786		)	—			—		(15,786		)
Interest income, net	(6,784		)	—			—		(6,784		)
Income from continuing operations before income taxes	144,151			(35,858		)	5,550		113,843
Provision for income tax	93,987			(11,166		)	1,728		84,549
Income from continuing operations	$	50,164		$	(24,692	)	$	3,822	$	29,294
Income from continuing operations per common share, basic	$	0.71							$	0.41
Income from continuing operations per common share, diluted	$	0.70							$	0.41
Average common shares outstanding – basic	70,914								70,914
Average common shares and potentially dilutive securities outstanding – diluted	71,753								71,753

(1)The pro forma financial information gives effect to the sale of the PCS Business as if it had occurred on the first day of the fiscal year ended June 30, 2006. This presentation reflects the elimination of the historical revenue and direct costs of the PCS Business for the nine months ended March 31, 2007 and the fiscal year ended June 30, 2006 related to the Commodity Product segments.

(2)As part of the Divestiture, the Company entered into certain transition services agreements for, among other things, administrative services, wafer and packaging services and the sale of certain products.  Certain manufacturing equipment purchased by Vishay will remain at the Company’s Temecula, California facility until the end of these transition services agreements. The Company agreed to provide such services at a price equal to the Company’s cost of providing those services.  In addition, the Company entered into a die buy-back arrangement with Vishay at a price equal to Vishay’s cost for the die. The Company estimated that the fair value of the transition services agreements was approximately $20 million, and the fair value of the die buy-back agreement was approximately $3.4 million. Accordingly, the Company has allocated a portion of the purchase price to these agreements. The Company is amortizing the transition services over a three-year term as an element of revenue.  The pro forma impact of the revenue from the amortization of the fair value of the transition services agreement approximates $6.7 million per year and $5 million for the nine months ended March 31, 2007. The die buy-back agreement is being amortized over its three-year term as an element of cost of sales. The pro forma impact of the amortization of the die buy-back agreement approximates $1.1 million per year or $0.8 million for the nine months ended March 31, 2007.

INTERNATIONAL RECTIFIER CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

(In thousands)

The accompanying unaudited pro forma condensed consolidated statements of income of International Rectifier Corporation (the “Company”), for the nine months ended March 31, 2007 and the fiscal year ended June 30, 2006, have been presented to reflect the sale of the Company’s Power Control Systems business (“PCS Business”) and have been prepared in accordance with Article 11 of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended.  As the divestiture of the Company’s PCS Business (the “Divestiture”) is reflected in the Company’s historical balance sheet as of March 31, 2007, a pro forma balance sheet has not been presented herein.

The Company’s Non-Aligned Products segment was also sold to Vishay InterTechnology, Inc. (“Vishay”) as part of the Divestiture.  The former Non-Aligned Products segment is reported as an element of discontinued operations in the Company’s historical statements of income.  Consequently, revenues and expenses associated with the Non-Aligned Products segment are not included in the presentation of the Company’s income from continuing operations.