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) August 15, 2008

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 7.01.  Regulation FD Disclosure.

On August 15, 2008, International Rectifier Corporation (the “Company”) issued a press release acknowledging receipt of an unsolicited proposal received August 15, 2008 from Vishay Intertechnology, Inc. (“Vishay”) and also noting that it received on August 15, 2008 correspondence from Vishay setting out certain claims against the Company arising from the prior sale of a Company unit to Vishay as discussed more fully in the Company’s recent SEC filings as well as an additional claim for rescission of the prior transaction.  A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On August 15, 2008, the Company issued a memorandum to its employees regarding the unsolicited proposal received August 15, 2008 from Vishay.  A copy of that memorandum is attached hereto as Exhibit 99.2 and incorporated herein by reference.

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

(d) Exhibits.

Furnished herewith is Exhibit 99.1:  Press release, dated August 15, 2008, issued by International Rectifier Corporation (“Company”) acknowledging receipt of an unsolicited proposal received August 15, 2008 from Vishay Intertechnology, Inc. (“Vishay”) and also noting that it received on August 15, 2008 correspondence from Vishay setting out certain claims against the Company arising from the prior sale of a Company unit to Vishay as discussed more fully in the Company’s recent SEC filings as well as an additional claim for rescission of the prior transaction.

Furnished herewith is Exhibit 99.2:  A copy of internal employee memorandum issued by the Company to its employees regarding the unsolicited proposal received August 15, 2008 from Vishay.

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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 hereunto duly authorized.

Date: August 18, 2008	INTERNATIONAL RECTIFIER CORPORATION
	By:	/s/ Tim Bixler
	Name:	Tim Bixler
	Title:	Vice President, General Counsel and Secretary

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EX-99.1

Exhibit 99.1

International Rectifier Acknowledges Receipt of Unsolicited Proposal From Vishay Intertechnology

EL SEGUNDO, Calif. —(BUSINESS WIRE)—August 15, 2008—International Rectifier Corporation (NYSE:IRF) announced that it has received today an unsolicited, non-binding proposal from Vishay Intertechnology, Inc to acquire all of the outstanding shares of International Rectifier for $21.22 per share in cash.  As noted by Vishay, its proposal is subject to due diligence and other customary terms and conditions.

International Rectifier said that its board of directors will evaluate the proposal in consultation with its financial and legal advisers, and make a determination in due course.  The Board urges shareholders to take no action until that determination has been made.

As part of its evaluation, the board will thoroughly review the prospects and potential of IR’s current strategic plan, including management’s recently disclosed turnaround strategy and the nature and terms of Vishay’s non-binding proposal.  The Company also noted that it has received today, correspondence from Vishay setting out certain claims against IR arising from the prior sale of an IR unit to Vishay as discussed more fully in the Company’s recent SEC filings as well as an additional claim for rescission of the prior transaction.   IR intends to vigorously dispute and defend these claims.

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 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.

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Company contact:

Investors

Portia Switzer

310.726.8254

Chris Toth

310.252.7731

Media

Graham Robertson

310.529.0321

EX-99.2

Exhibit 99.2

International

[IR] Rectifier

August 15, 2008

Dear IR Employees,

IR received today an unsolicited proposal from Vishay to acquire IR for $21.22 in cash.  In light of our pioneering work and technology leadership in advanced power management, our strong customer relationships and strong financial position, a stock that’s trading close to 5 year lows and our belief in the strong outlook for the business, the interest of Vishay is certainly understandable.

As you may know, our Board of Directors has a responsibility to consider whether this proposal is in the best interests of all our shareholders.   As part of its evaluation, the board will thoroughly review the prospects and potential of IR’s current strategic plan, including our turnaround strategy and the nature and terms of Vishay’s non-binding proposal.

I strongly believe in the potential for IR as the demands for energy saving and power management products continue to increase and energy costs escalate. We continue to demonstrate technology and product leadership in power management, our brands remain strong and our customer relationships remain solid and continue to expand as we enter new markets and applications.  I know from speaking with many of you that our team here is newly energized, and we are on our way to rebuilding our business momentum.

While the Vishay proposal creates uncertainty for IR and for many of you, I ask that you not let this distract you from our strategic goals. It is very important that we continue to focus on running our business, executing our strategy and delivering value to our customers. Our focus and efforts are especially imperative at this critical time for IR.  You can be assured that I, as well as members of the Board, will act in the best interests of the Company, its shareholders and employees.

Since I have taken over as CEO, I have been particularly impressed with the dedication and determination of the employees here at IR — and I ask that you continue to work toward even greater success in the future. I know that many of you have questions, and I am personally committed to making sure you’re as informed as possible during this process. I will continue to share information with you as we have it and can do so.

Sincerely yours,

Oleg Khaykin

President and Chief Executive Officer

233 Kansas Street El Segundo, CA 90245 310.726.8000