0001104659-08-055938.txt : 20080829 0001104659-08-055938.hdr.sgml : 20080829 20080829084053 ACCESSION NUMBER: 0001104659-08-055938 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080829 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080829 DATE AS OF CHANGE: 20080829 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: 081047080 BUSINESS ADDRESS: STREET 1: 233 KANSAS ST CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107268000 8-K 1 a08-22550_28k.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) August 29, 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 29, 2008, International Rectifier Corporation (the “Company”) issued a press release in response to the unsolicited proposal received August 15, 2008 from Vishay Intertechnology, Inc. (“Vishay”) and a subsequent letter received from Vishay on August 25, 2008. A copy of that press release, which includes a letter sent to Vishay by the Chairman of the Board of the Company, is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On August 29, 2008, the Company issued a memorandum to its employees regarding the Company’s response to 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.

On August 29, 2008, the Company issued a press release announcing the annual meeting date for its 2007 annual meeting. A copy of that press release is attached hereto as Exhibit 99.3 and incorporated herein by reference.

On August 29, 2008, the Company issued a press release providing an update on the filing of its Annual Report on Form 10-K for its fiscal year ended June 30, 2008. A copy of that press release is attached hereto as Exhibit 99.4 and incorporated herein by reference.

The information in this Item 7.01 of this report on Form 8-K, including Exhibits 99.1, 99.2, 99.3 and 99.4 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 8.01. Other Matters.

On August 15, 2008, shortly after the Company’s disclosure that Vishay had made an unsolicited, non-binding proposal to acquire all outstanding shares of the Company for $21.22 per share in cash, a purported class action complaint captioned Hui Zhao v. International Rectifier Corporation, No. BC396461, was filed in the Superior Court of the State of California for the County of Los Angeles. The complaint names as defendants the Company and all current directors and alleges that the Vishay proposal is unfair and that the Company’s directors breached their fiduciary duties in connection with the proposed acquisition by failing to properly value the Company and, if they accept the offer, by failing to maximize the Company’s value through steps such as the solicitation of alternate offers. The action seeks to enjoin defendants from agreeing to the Vishay proposal or, alternatively, to rescind a merger with Vishay if it were ultimately consummated, as well as an award of attorneys’ fees and costs. Five other substantively identical complaints seeking the same relief also have been filed in the same court: United Union of Roofers, Waterproofers & Allied Workers Local Union No. 8 v. International Rectifier Corp., No. BC396490 (filed Aug. 19, 2008); Gerber v. International Rectifier Corporation, No. BC 396678 (filed Aug. 20, 2008); Hay Ly v. International Rectifier Corporation, No. BC 396679 (filed Aug. 20, 2008); Soyugenc v. International Rectifier Corp., No. BC396855 (filed Aug. 22, 2008); and Guttman v. International Rectifier Corp., No. BC396818 (filed Aug. 22, 2008). The lawyers that filed the Zhao complaint also filed the complaints in Gerber, Ly, and Soyugenc. On August 22, 2008, United Union of Roofers, Waterproofers & Allied Workers Local Union No. 8 (“United Union”) filed a motion for consolidation and for appointment as lead plaintiff. In support of its motion, United Union argues that each action asserts similar claims, that United Union is the only institutional plaintiff, and that United Union’s attorneys are qualified to serve as lead counsel for the class. The Company expects to join United Union’s motion for consolidation but likely will take no position as to the appointment of lead plaintiff.

None of the actions seeks damages against the Company. The Company believes that the actions are without merit. The Company intends to oppose all of these actions vigorously.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits .

Furnished herewith is Exhibit 99.1: Press release, dated August 29, 2008, issued by International Rectifier Corporation (“Company”) in response to the unsolicited proposal received August 15, 2008 from Vishay Intertechnology, Inc. (“Vishay”) and a subsequent letter received from Vishay on August 25, 2008.

Furnished herewith is Exhibit 99.2: A copy of the internal employee memorandum issued by the Company to its employees on August 29, 2008 regarding the Company’s response to the unsolicited proposal received August 15, 2008 from Vishay.

Furnished herewith is Exhibit 99.3: Press release, dated August 29, 2008, issued by the Company announcing the annual meeting date for its 2007 annual meeting.

Furnished herewith is Exhibit 99.4: Press Release, dated August 29, 2008, issued by the Company providing an update on the filing of its Annual Report on Form 10-K for its fiscal year ended June 30, 2008.

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 29, 2008	INTERNATIONAL RECTIFIER CORPORATION


	By:	/s/ Tim Bixler
	Name:	Tim Bixler
	Title:	Vice President, General Counsel and Secretary

EX-99.1 2 a08-22550_2ex99d1.htm EX-99.1

Exhibit 99.1

International Rectifier Rejects Vishay’s Unsolicited Proposal

EL SEGUNDO, Calif. —(BUSINESS WIRE)—August 29, 2008—International Rectifier Corporation (NYSE:IRF) announced today that its Board of Directors has unanimously determined that the unsolicited, non-binding proposal by Vishay Intertechnology, Inc. to acquire all of the outstanding shares of International Rectifier for $21.22 per share in cash is not in the best interests of IR and its shareholders.

The Board reviewed the proposal with the assistance of its financial and legal advisers Goldman, Sachs & Co. and Fried, Frank, Harris, Shriver & Jacobson LLP, respectively.

Richard J. Dahl, Chairman of the Board of International Rectifier said: “Vishay’s proposal significantly undervalues the Company and its future prospects when compared to the shareholder value realizable under our recently adopted strategic plan. On August 1, we announced that the Company had successfully completed the restatement process of prior financial periods. The Company has also added considerable strength and depth to its senior management team during the past year and is poised to enhance its competitive position in the marketplace.

“The Board believes that the proposal by Vishay does not value the Company and its future prospects appropriately. In our judgment, IR shareholders will be better served by allowing management to move forward with its strategic plan. We believe that IR’s valuation is still under the cloud of legacy issues. The Board and our management team look forward to executing the exciting opportunities available to our Company and to delivering this value to our shareholders,” concluded Mr. Dahl.

Oleg Khaykin, Chief Executive Officer of the Company added: “We look forward to fulfilling our potential as we continue to follow our strategic plan and focus on long term value creation for our shareholders.”

The Board of Directors communicated its decision in a letter sent from Richard J. Dahl, Chairman of the Board of International Rectifier to Vishay Intertechnology’s Executive Chairman of the Board of Directors, Dr. Felix Zandman and President and Chief Executive Officer, Dr. Gerald Paul. The full text of the letter follows:

August 28, 2008

Dr. Felix Zandman - Executive Chairman of the Board of Directors

Dr. Gerald Paul, President and Chief Executive Officer

Vishay Intertechnology, Inc.

63 Lancaster Avenue

Malvern, PA 19355-2143

Dear Dr. Zandman and Dr. Paul:

This is to provide you with a response from the International Rectifier Board of Directors to your unsolicited and non-binding proposal you made public on August 15, 2008 as well as your subsequent letter dated August 25, 2008.

The International Rectifier Board of Directors examined your proposal with the assistance of our financial and legal advisors.

The Board of Directors unanimously concluded that your proposal is inadequate, opportunistic and not in the best interests of International Rectifier and its shareholders. The proposal significantly undervalues the Company and its future prospects when compared to the value-creation strategy being implemented by our management team.

We also note that IR has only this month completed its financial restatement process related to legacy issues with which you are familiar and filed its Annual Report on Form 10K for the fiscal year ended June 30, 2007.

Having accomplished much during the past eighteen months to move through these legacy issues successfully, IR is now beginning to implement its turnaround strategy under the leadership of an outstanding new management team. We believe that this plan has the potential to create significant value for IR shareholders as the company enhances its competitive position in the marketplace.

In short, we believe IR shareholders will be better served by allowing management to move forward with its strategic plan.

We trust you will respect the decision of the Board of Directors.

Sincerely,

Richard J. Dahl

Chairman of the Board

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.

# # #

Company contact:

Investors

Portia Switzer

310.726.8254

Chris Toth

310.252.7731

Media

Graham Robertson

310.529.0321

EX-99.2 3 a08-22550_2ex99d2.htm EX-99.2

Exhibit 99.2

Dear IR Employees:

I want to update you on the latest developments regarding the unsolicited takeover proposal from Vishay Intertechnology that I wrote you about on August 15.

Today, our Board of Directors unanimously rejected the unsolicited, non-binding proposal to acquire International Rectifier for $21.22 per share in cash. Consistent with its duties, the Board studied the proposal with the assistance of its financial and legal advisers.

I am proud of the significant progress we have made over the past six months. As you know, on August 1, we reached a major milestone when we announced that the Company had completed the restatement process of prior financial periods; the result of an outstanding team effort. I also firmly believe in the course of action we are taking to enhance our competitive position in the marketplace.

Given this progress and the exciting opportunities at IR, the Board has rejected the proposal by Vishay as the proposal does not fully value IR and its future prospects.

The Board supports what we are doing as a company today and believes that our shareholders will be best served by the strategic plan that we are aggressively pursuing.

I hope that each of you is as excited and energized as I am by this tremendous vote of confidence in our team. The challenge now is to harness our enthusiasm and direct it toward developing and delivering innovative power management technologies and solutions that meet our customers’ needs and create value. This will enable us to reward our shareholders for their trust in us as we continue to excel as an independent company.

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 and I will continue to share information with you as things develop.

Thank you for your continued dedication. I look forward to working together as we build the momentum to realize our goals for the Company.

Sincerely,

Oleg Khaykin

President & Chief Executive Officer

EX-99.3 4 a08-22550_2ex99d3.htm EX-99.3

Exhibit 99.3

International Rectifier Announces Annual Meeting Date

EL SEGUNDO, Calif. – (Business Wire) – August 29, 2008—International Rectifier Corporation (NYSE:IRF) announced today that the delayed 2007 Annual Meeting of Stockholders will be held on October 10, 2008 where the stockholders will elect the class one directors. The record date for the 2007 Annual Meeting is September 19, 2008. Any stockholder that intends to present a proposal for new business or nominate a director at the 2007 Annual Meeting pursuant to the Company’s Bylaws must provide notice of the proposal or nomination, in accordance with the Company’s Bylaws, not later than September 10, 2008. Any stockholder that intends to present a proposal for inclusion in our proxy materials for the 2007 Annual Meeting must submit the proposal, in accordance with Securities Exchange Act of 1934 Rule 14a-8 not later than September 5, 2008. International Rectifier further announced that its current intention is to hold its 2008 Annual Meeting in early 2009 at which the stockholders will elect the class two directors.

About International Rectifier

# # #

Company contact:

Investors

Portia Switzer

310.726.8254

Chris Toth

310.252.7731

Media

Graham Robertson

310.529.0321

EX-99.4 5 a08-22550_2ex99d4.htm EX-99.4

Exhibit 99.4

International Rectifier Provides Update on Filing of 2008 10-K

EL SEGUNDO, Calif.—(BUSINESS WIRE)—August 29, 2008— International Rectifier Corporation (NYSE:IRF) today filed a Form 12b-25 with the Securities and Exchange Commission notifying the SEC of a delay in the filing of its Annual Report on Form 10-K for 2008. The Company continues to use diligent efforts regarding the preparation of the 2008 Annual Report but can give no assurance that the 2008 Annual Report can be completed in time for filing with the SEC before the expiration of the fifteen-day extension period under SEC Rule 12b-25 on September 12, 2008. As stated in the filing, the effort involved in preparing and filing previously delinquent reports has delayed the Company’s 2008 fiscal year-end closing schedule and preparation of its financial statements, and thus delaying the examination and audit by its independent registered public accounting firm. In its filing today, International Rectifier also provided certain preliminary financial information. International Rectifier does not expect to report further on this process other than possibly to provide an update as to the timing of the filing of the 2008 Annual Report.

A copy of the Company’s August 29, 2008 Form 12b-25 is available at the Company’s website at http://investor.irf.com.

The Company currently intends to host a conference call to discuss the results, current progress of management’s recently disclosed turnaround strategy and current business conditions following the filing of the 2008 Annual Report with the SEC.

About International Rectifier

# # #

Company contact:

Investors

Portia Switzer

310.726.8254

Chris Toth

310.252.7731

Media

Graham Robertson

310.529.0321