8-K

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 7, 2002

IXYS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 000-26124
(Commission File No.) 77-0140882
(IRS Employer
Identification No.)

3540 Bassett Street
Santa Clara
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 982-0700

NOT APPLICABLE
(Former name or former address, if changed since last report.)

TABLE OF CONTENTS

	Item 2. Acquisition or Disposal of Assets
	Item 5. Other Events
	Item 7. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

Item 2. Acquisition or Disposal of Assets

     On June 10, 2002, IXYS Corporation (“IXYS”) completed an acquisition in which it acquired Clare, Inc. (“Clare”) in a stock-for-stock transaction. Clare was acquired pursuant to an Agreement and Plan of Merger and Reorganization, dated as of April 22, 2002 (the “Reorganization Agreement”), by and among IXYS, Teacup Acquisition Corp, a Massachusetts corporation and wholly-owned subsidiary of IXYS (“Merger Sub”), and Clare. Under the terms of the Reorganization Agreement, attached hereto as Exhibit 2.1 and incorporated herein by reference, Merger Sub was merged with and into Clare, with Clare surviving as a wholly-owned subsidiary of IXYS (the “Merger”). In connection with the Merger, (a) each outstanding share of Clare common stock was converted into the right to receive 0.49147 of a share of IXYS common stock, resulting in the issuance of approximately 4.89 million shares of IXYS common stock, and (b) each option to purchase Clare common stock outstanding immediately prior to the consummation of the Merger was converted into an option to purchase 0.49147 of a share of IXYS common stock.

     The Merger was intended to qualify as a tax-free reorganization.

     A copy of IXYS’ press release, dated June 10, 2002, titled “IXYS Corporation Completes Acquisition of Clare, Inc.,” is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5. Other Events

     This Item 5 to this Current Report on Form 8-K, and the exhibits hereto, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results and developments may differ materially from those described or incorporated by reference in this Report. For more information about IXYS Corporation and risks arising when investing in IXYS, investors are directed to IXYS’ most recent Report on Form 10-K as filed with the Securities and Exchange Commission.

     On June 7, 2002, the United States Court of Appeals for the Federal Circuit entered an order staying the injunction previously entered by the Federal District Court in Los Angeles, California, in the matter of International Rectifier Corporation v. IXYS. The stay is effective pending further review by the United States Court of Appeals for the Federal Circuit.

     A copy of IXYS’ press release, dated June 10, 2002, titled “Appeals Court Stays Injunction Against IXYS,” is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7. Financial Statements and Exhibits

(a)	The financial statements required under this Item 7(a) to this Current Report on Form 8-K were filed as part of the IXYS’ Registration Statement on Form S-4, dated May 7, 2002, as amended, and are incorporated herein by reference.
(b)	The pro forma financial information required under this Item 7(b) to this Current Report on Form 8-K were filed as part of the IXYS’ Registration Statement on Form S-4, dated May 7, 2002, as amended, and are incorporated herein by reference.

2.

(c) Exhibits

Exhibit
Number	Description
2.1	Agreement and Plan of Merger and Reorganization, dated April 22, 2002, by and among IXYS Corporation, a Delaware corporation, Teacup Acquisition Corp., a Massachusetts corporation, and Clare, Inc., a Massachusetts corporation (filed as Exhibit 2.1 to the Current Report on Form 8-K, filed April 23, 2002, and incorporated herein by reference).
99.1	Press release, dated June 10, 2002
99.2	Press release, dated June 10, 2002

3.

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 thereunto duly authorized.

IXYS CORPORATION

By: /s/ Arnold P. Agbayani

Arnold P. Agbayani, Senior Vice
President, Finance and Chief Financial
Officer (Principal Financial Officer)

Date: June 17, 2002

EXHIBIT INDEX

Exhibit
Number	Description
2.1	Agreement and Plan of Merger and Reorganization, dated April 22, 2002, by and among IXYS Corporation, a Delaware corporation, Teacup Acquisition Corp., a Massachusetts corporation, and Clare, Inc., a Massachusetts corporation (filed as Exhibit 2.1 to the Current Report on Form 8-K, filed April 23, 2002, and incorporated herein by reference).
99.1	Press release, dated June 10, 2002
99.2	Press release, dated June 10, 2002

EX-99.1

                                                                    Exhibit 99.1

             IXYS CORPORATION COMPLETES ACQUISITION OF CLARE, INC.

SANTA CLARA, Calif.--(BUSINESS WIRE)--June 10, 2002--IXYS Corporation (NASDAQ:
SYXI - News) announced today the completion of its acquisition of Clare, Inc.
(NASDAQ: CPCL - News). Under the terms of its merger agreement with Clare, IXYS
acquired all of the outstanding stock of Clare in a tax-free merger. Each share
of Clare common stock was converted into the right to receive 0.49147 of a share
of IXYS common stock. In exchange for the outstanding shares of Clare common
stock, IXYS will issue, pursuant to the merger, approximately 4.89 million
shares of IXYS common stock. As a result of the merger, Clare is now a wholly
owned subsidiary of IXYS.

"It is a pleasure to welcome Clare into the IXYS family. We believe that this
merger brings tremendous circuit design cleverness and manufacturing expertise
into IXYS," said Nathan Zommer, President and CEO of IXYS. "We are excited by
the opportunity to blend Clare's strengths with IXYS' proven technological
leadership. We expect that this strategic combination will provide the
opportunity to offer a broader line of products and to reach new customers and
new markets with the combined companies' product portfolio and with new
products. With the support of our shareholders, employees and business partners
we expect to rapidly bring our new Clare division to success and profitability."

Larry Mihalchik, President of Clare said, "I am extremely proud of the combined
efforts of the IXYS and Clare management teams in completing this merger in an
exceptional timeframe, less that fifty days from signing of the definitive
merger agreement. This rapid closing allows the combined companies to move
sooner on integration activities, cost savings and revenue opportunities."

IXYS develops and markets primarily high performance power semiconductor devices
that are used in controlling and converting electrical power efficiently in
power systems for the telecommunication and internet infrastructure, motor
drives, medical systems and transportation. IXYS also serves its markets with a
combination of digital and analog integrated circuits.

This press release contains forward-looking statements based on current
expectations or beliefs, as well as a number of assumptions about future events,
including forward-looking statements and assumptions regarding the amount and
timing of synergies that may be achieved in connection with the acquisition of
Clare, the degree to which the combined organization will be able to
cross-market current and new products, prevailing market conditions and the
combined organization's ability to introduce and market new products
successfully. These statements and all other statements that are not historical
facts are subject to factors and uncertainties that could cause actual results
to differ materially from those described in the forward-looking statements,
including, among others, the following: the ability of the combined organization
to manage the cost of integrating the two companies and effectively integrate
the separate businesses of IXYS and Clare; the failure of IXYS to realize the
synergies that may be derived from the acquisition; the costs associated with
the acquisition; higher than anticipated expenses that the combined organization
may incur in future quarters or the inability to identify expenses that can be
eliminated; the ability of the combined organization to retain key employees;
the ability of the combined organization to develop and market new products;
customer demand for the products of the combined organization; and technological
changes in the industries in which the combined





organization operates. IXYS does not undertake any obligation to publicly
release the results of any revisions to these forward-looking statements.
Information on other factors that could affect IXYS' operations is detailed and
included in IXYS' Form 10-K for its fiscal year ended March 31, 2001, as filed
with the Securities and Exchange Commission, which includes the IXYS Corporation
audited financial statements as of March 31, 2001 and 2000. Additional
information may be obtained by visiting IXYS' website at http://www.ixys.com, or
by contacting the Company directly.

- -----------------------

Contact:   IXYS
           Arnold Agbayani, 408/982-0700

EX-99.2

                                                                    Exhibit 99.2

                   APPEALS COURT STAYS INJUNCTION AGAINST IXYS

SANTA CLARA, Calif. -- (BUSINESS WIRE) -- June 10, 2002 -- IXYS Corporation
(Nasdaq:SYXI - News), a leader in power semiconductors for power conversion and
motion control applications, today reported that pending further review, the
United States Court of Appeals for the Federal Circuit, in the matter of
International Rectifier Corporation v. IXYS Corporation, has stayed the
injunction issued by the Federal District Court in Los Angeles, California, in
connection with previously disclosed litigation between IXYS and International
Rectifier.

"It is gratifying to see that the appellate court has acted without delay and
immediately granted our motion to stay the injunction imposed on us from our
legal dispute with International Rectifier. We believe that we have some very
compelling issues in our favor and that we will eventually find our position
vindicated," said Nathan Zommer, President and CEO of IXYS.

IXYS develops and markets primarily high performance power semiconductor devices
that are used in controlling and converting electrical power efficiently in
power systems for the telecommunication and internet infrastructure, motor
drives, medical systems and transportation. IXYS also serves its markets with a
combination of digital and analog integrated circuits.

This press release contains "forward-looking" statements, including statements
relating to the outcome of our appeal of the decision of the Federal District
Court. Any statements contained in this press release that are not statements of
historical fact may be deemed to be forward-looking statements. There are a
number of important factors that could cause the results of IXYS to differ
materially from those indicated by these forward-looking statements, including,
among others, risks detailed from time to time in the Company's SEC reports,
including its Annual Report on Form 10-K for the year ended March 31, 2001, our
Quarterly Report on Form 10-Q for the quarter ended December 31, 2001 and our
other filings with the SEC. The Company undertakes no obligation to publicly
release the results of any revisions to these forward-looking statements.

Additional information may be obtained by visiting IXYS' website at
http://www.ixys.com, or by contacting the Company directly.


- --------------------------------------
Contact:       IXYS Corporation, Santa Clara
               Arnold Agbayani, 408/982-0700 (Sr. VP, Finance & CFO)