0001242609-15-000032.txt : 20150113 0001242609-15-000032.hdr.sgml : 20150113 20150113183651 ACCESSION NUMBER: 0001242609-15-000032 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150113 FILED AS OF DATE: 20150113 DATE AS OF CHANGE: 20150113 ISSUER: 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: 0628 BUSINESS ADDRESS: STREET 1: 233 KANSAS ST CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107268000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bixler Timothy E CENTRAL INDEX KEY: 0001439620 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07935 FILM NUMBER: 15525778 MAIL ADDRESS: STREET 1: 233 KANSAS STREET CITY: EL SEGUNDO STATE: CA ZIP: 90245 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2015-01-13 1 0000316793 INTERNATIONAL RECTIFIER CORP /DE/ IRF 0001439620 Bixler Timothy E 101 N. SEPULVEDA BOULEVARD EL SEGUNDO CA 90245 0 1 0 0 VP General Counsel & Secretary Common Stock 2015-01-13 4 D 0 18670 40.00 D 0 D Restricted Stock Units 0 2015-01-13 4 D 0 3000 0 D 2015-06-21 2015-06-21 Common Stock 3000 0 D Restricted Stock Units 0 2015-01-13 4 D 0 9000 0 D 2015-06-27 2016-06-27 Common Stock 9000 0 D Restricted Stock Units 0 2015-01-13 4 D 0 11000 0 D 2015-06-26 2017-06-26 Common Stock 11000 0 D Performance Restricted Stock Units 0 2015-01-13 4 D 0 16560 0 D 2015-06-28 2015-06-28 Common Stock 16560 0 D Performance Restricted Stock Units 0 2015-01-13 4 D 0 16380 0 D 2016-06-26 2016-06-26 Common Stock 16380 0 D Performance Restricted Stock Units 0 2015-01-13 4 D 0 14625 0 D 2017-06-26 2017-06-26 Common Stock 14625 0 D Performance Restricted Stock Units 0 2015-01-13 4 D 0 17580 0 D 2014-06-25 2014-12-25 Common Stock 17580 0 D On January 13, 2015, Infineon Technologies AG., a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany ("Infineon"), acquired the issuer pursuant to that certain agreement and plan of merger among issuer, Infineon and Surf Merger Sub, Inc., a Delaware corporation and wholly owned subsidiay of Infineon ("Merger Sub"), dated as of August 20, 2014 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Infineon. At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $40.00 in cash (the "per-share merger consideration"). The Merger is more fully described in the issuer's Proxy Statement filed with the SEC on October 7, 2014. These service-based Restricted Stock Units, which provide for vesting in three equal annual installments on each of June 21, 2013, June 21, 2014 and June 21, 2015 were cancelled at the effective time of the Merger, in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of Restricted Stock Units to be paid out as soon as administratively practicable following the effective time of the Merger. These service-based Restricted Stock Units, which provide for vesting in three equal annual installments on each of June 27, 2014, June 27, 2015 and June 27, 2016 were cancelled at the effective time of the Merger, in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of Restricted Stock Units to be paid out as soon as administratively practicable following the effective time of the Merger. These service-based Restricted Stock Units, which provide for vesting in three equal annual installments on each of June 26, 2015, June 26, 2016 and June 26, 2017 were cancelled at the effective time of the Merger, in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of Restricted Stock Units to be paid out as soon as administratively practicable following the effective time of the Merger. These performance-based units were scheduled to vest at the end of the issuer's fiscal year 2015, subject to the achievement of certain average stock price goals for fiscal year 2015. Pursuant to the terms of the applicable award agreement, the performance period was shortened to end at the effective time of the Merger and, based on performance as of the closing date of the Merger, the applicable performance goals were achieved at maximum level. In accordance with the terms of the Merger Agreement, the units were cancelled at the effective time of the Merger in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of units and the cash amount will be paid out as soon as administratively practicable following the effective time of the Merger. These performance-based units were scheduled to vest at the end of the issuer's fiscal year 2016, subject to the achievement of certain average stock price goals in the fourth quarter of fiscal year 2016. Pursuant to the terms of the applicable award agreement, the performance period was shortened to end at the effective time of the Merger and, based on performance as of the closing date of the Merger, the applicable performance goals were achieved at maximum level. In accordance with the terms of the Merger Agreement, the units were cancelled at the effective time of the Merger in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of units and the cash amount will be paid out as soon as administratively practicable following the effective time of the Merger. These performance-based units vest one year after the issuer's average stock price reaches certain established levels for a consecutive 125 day period prior to the end of the issuer's fiscal year 2016. The established levels were achieved prior to the effective time of the Merger and, in accordance with the terms of the Merger Agreement, the units were cancelled at the effective time of the Merger in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of units and the cash amount will be paid out as soon as administratively practicable following the effective time of the Merger. These performance-based units were scheduled to vest at the end of the first quarter of the issuer's fiscal year 2018 (or the fiscal quarters immediately before and after) subject to the achievement of certain average stock price goals in such applicable fiscal quarters. Pursuant to the terms of the applicable award agreement, the performance period was shortened to end at the effective time of the Merger and, based on performance as of the closing date of the Merger, the applicable performance goals were achieved at maximum level. In accordance with the terms of the Merger Agreement, the units were cancelled at the effective time of the Merger in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of units and the cash amounts will be paid out as soon as administratively practicable following the effective time of the Merger. Timothy E Bixler 2015-01-13