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 25, 2013
INTERNATIONAL RECTIFIER CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-7935 |
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95-1528961 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
101 N. Sepulveda Blvd.
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 June 25, 2013, International Rectifier Corporation (the “Company”) issued a press release announcing a settlement agreement with Efficient Power Conversion Corporation (EPC) and certain of its principals. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item 7.01 of this Current 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.
Item 8.01 Other Matters
In connection with the previously reported litigation in the Los Angeles Superior Court, Case No. BC409749, involving EPC, certain of EPC's employees and other defendants (including Alex Lidow, a former chief executive officer and director of the Company, and now a principal of EPC), the Company has entered into a settlement agreement with EPC and certain of EPC principals, including Alex Lidow. The description of the settlement set forth in the press release attached hereto as Exhibit 99.1 is incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits
(d) Exhibits
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Exhibit Number |
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Description |
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99.1 |
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Press release of International Rectifier Corporation, dated June 25, 2013, regarding settlement with Efficient Power Conversion Corp. |
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.
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Date: June 25, 2013 |
INTERNATIONAL RECTIFIER CORPORATION | ||
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By: |
/s/ Timothy E. Bixler | |
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Name: |
Timothy E. Bixler |
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Title: |
Vice President, General Counsel and Secretary |
Exhibit 99.1
International Rectifier and Efficient Power Conversion Corporation Reach Settlement and Royalty Agreement
Agreement Ends Litigation Between Companies
EL SEGUNDO, Calif. —(BUSINESS WIRE)—June 25, 2013—International Rectifier Corporation (“IR”) (NYSE:IRF) today announced that it has entered into a settlement agreement with Efficient Power Conversion Corporation (“EPCC”) that will result in the payment of royalties to IR on the sale of Gallium Nitride (GaN) on Silicon based power devices from 2015-2023, subject to an offset in certain cases.
The settlement agreement resolves all disputes between EPCC and certain of EPCC’s principals, including Alex Lidow, and IR without judicial determination of the merits of any party’s claims or defenses. Other terms of the agreement are confidential.
IR brought suit against EPCC, Alex Lidow and others in 2009 for misappropriation of trade secrets associated with its GaN on Silicon program. Alex Lidow had also sued IR for wrongful termination as the company’s CEO. When the settlement occurred, the matter was awaiting trial in the Los Angeles Superior Court.
“We believe this resolution is positive for IR and will allow the company to put this dispute behind us,” stated IR’s President and Chief Executive Officer, Oleg Khaykin. “We will continue to direct our attention and resources to the commercialization of our GaN on Silicon technology platform as well as continuing to innovate and improving our leading competitive position in GaN on Silicon based power devices.”
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 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:
Media
Sian Cummins
310.252.7148
Investors
Chris Toth
310.252.7731