May 14, 2010
VIA EDGAR CORRESPONDENCE
Cecilia Blye, Chief
Office of Global Security Risk
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
140 Scott Drive
Menlo Park, California 94025
Tel: +1.650.328.4600 Fax: +1.650.463.2600
www.lw.com
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FIRM / AFFILIATE OFFICES |
Abu Dhabi
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Moscow |
Barcelona
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Munich |
Beijing
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New Jersey |
Brussels
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New York |
Chicago
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Orange County |
Doha
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Paris |
Dubai
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Riyadh |
Frankfurt
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Rome |
Hamburg
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San Diego |
Hong Kong
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San Francisco |
Houston
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Shanghai |
London
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Silicon Valley |
Los Angeles
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Singapore |
Madrid
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Tokyo |
Milan
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Washington, D.C. |
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Re: |
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IXYS Corporation
Form 10-K for the Fiscal Year Ended March 31, 2009
Filed June 12, 2009
File No. 0-26124 |
Dear Ms. Blye:
On behalf of our client, IXYS Corporation (the Company), this letter sets forth the
Companys responses to the comments of the Staff of the Securities and Exchange Commission received
by letter dated March 23, 2010, to the above-referenced filing. All of the information provided in
this comment response is based on information gathered to date by the Company with respect to the
past five fiscal years and the subsequent period. For your convenience, we have set forth each of
the Staffs original comments immediately preceding the Companys response.
General
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We note that on the Worldwide Sales Reps and Distributors section of your website there is
a country drop down menu which includes Iran and Syria, and that clicking on either country
brings up IXYS Semiconductor GmbH and contact information for the Middle East region. We note
disclosure in your 10-K that one of your geographic segments includes Europe and the Middle
East. Iran, Syria, and Sudan, countries generally understood to be included in references to
the Middle East, are identified by the State Department as state sponsors of terrorism, and
are subject to U.S. economic sanctions and export controls. Your Form 10-K does not include
disclosure regarding contacts with Iran, Syria, or Sudan. Please describe to us the nature
and extent of your past, current, and anticipated contacts with the referenced countries, if
any, whether through subsidiaries, affiliates, resellers, distributors, or other direct or
indirect arrangements. Your response should describe any products, components, services, or
technology you have provided to those countries and any agreements, commercial arrangements,
or other contacts you have had with the governments of those countries or entities controlled
by those governments. |
May 14, 2010
Page 2
Response:
The Company is a multi-market integrated semiconductor company. The Companys three principal
product groups are: power semiconductors; integrated circuits, or ICs; and systems and radio
frequency, or RF, power semiconductors. The Companys power semiconductors improve system
efficiency and reliability by converting electricity at relatively high voltage and current levels
into the finely regulated power required by electronic products. The Company focuses on the market
for power semiconductors that are capable of processing greater than 200 watts of power. The
Company also designs, manufactures and sells integrated circuits for a variety of applications.
The Companys microcontrollers control electronic devices, such as industrial motors and security
systems. The Companys analog and mixed signal ICs are principally used in telecommunications
applications. The Companys mixed signal application specific ICs, or ASICs, address the
requirements of the medical imaging equipment and display markets. The Companys power management
and control ICs are used in conjunction with power semiconductors. The Companys systems include
laser diode drivers, high voltage pulse generators and modulators, and high power subsystems,
sometimes known as stacks, that are principally based on the Companys high power semiconductor
devices. The Companys RF power semiconductors enable circuitry that amplifies or receives radio
frequencies in wireless and other microwave communication applications, medical imaging
applications and defense and space applications. The Company discusses its business in further
detail in its periodic filings.
The Company has determined that its British subsidiary (Westcode Semiconductors Limited) and
its German subsidiary (IXYS Semiconductor GmbH) have sold semiconductors, and assemblages of
semiconductors commonly called modules, to RAD Electric Co. Ltd, which the Company believes to be
an electronics distributor located in Tehran, Iran. The Company has determined that its aggregate
net revenues with respect to the referenced sales by Westcode Semiconductors Limited and IXYS Semiconductor GmbH to RAD Electric Co. Ltd during the past
five fiscal years ended March 31, 2010, amounted to approximately $2.3 million. To the best of the
Companys knowledge and belief, such sales have been in compliance with the respective national
export laws applicable to Westcode Semiconductors Limited and IXYS Semiconductor GmbH.
In addition, to the best of the Companys knowledge and belief, the sales by Westcode
Semiconductors Limited and IXYS Semiconductor GmbH to RAD Electric Co. Ltd were made without the
involvement, approval, or facilitation of any United States person, and the products sold were
neither fabricated nor assembled in the United States, and did not contain U.S.-origin parts,
components, or materials, with the sole exception of a single shipment in fiscal year 2010 by IXYS
Semiconductor GmbH of a sample part valued at approximately four euros (4).
To the best of the Companys knowledge and belief, the Company has not distributed its
products in Syria or Sudan, or to any other person or entity in Iran, and the Company has not had
direct or indirect contacts or arrangements with the governments of Syria, Sudan, or Iran, or with
entities controlled by those governments. Going forward, the Company does not anticipate
distributing its products in Syria or Sudan, or accepting any orders from Iran, and the Company
May 14, 2010
Page 3
does not anticipate having direct or indirect contacts or arrangements with the governments of
those countries, or with entities controlled by those governments.
The Company has not been able to determine why Syria is included among the countries in the
drop down menu on the Worldwide Sales Reps and Distributors page of the Companys website. To
the extent the inclusion of Syria in the drop down menu may be interpreted as an indication that
the Company distributes or anticipates distributing its products in Syria, the Company believes
that such an interpretation would be erroneous. Similarly, to the extent the inclusion of Iran in
the same drop down menu may be interpreted as an indication that the Company anticipates accepting
any orders from Iran going forward, the Company believes that such an interpretation would be
erroneous. In order to avoid potential confusion, the Company intends to revise its website to
remove Iran and Syria from the drop down menu.
2. |
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We note a news report that you entered into an agreement with Mouser Electronics to
distribute your products, and we note from a public sales website that Mouser Electronics
is a vendor for at least one electronic product in Syria. Please tell us whether Mouser
Electronics distributes your products in Syria. |
Response:
The Company is party to a nonexclusive distributor agreement with Mouser Electronics, Inc. for
the distribution of the Companys products within a defined geographic area consisting of North,
Central, and South America (which area includes, but is not limited to, the continental United
States, Hawaii, Mexico, Puerto Rico, and Canada). The Companys distributor agreement with Mouser
Electronics, Inc. does not provide for distribution in Syria of the Companys products. Mouser
Electronics, Inc. is not authorized to distribute the Companys products in Syria, and to the best
of the Companys knowledge and belief, Mouser Electronics, Inc. does not distribute the Companys
products in Syria.
* * *
As requested by the Staff, the Company hereby acknowledges in writing that: (a) the Company is
responsible for the adequacy and accuracy of the disclosure in the referenced filing; (b) Staff
comments or changes to disclosure in response to Staff comments do not foreclose the Commission
from taking any action with respect to the filing; and (c) the Company may not assert Staff
comments as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
If you have any further questions or comments with regard to this matter, please call the
undersigned at (650) 463-4697 or William M. McGlone at (202) 637-2202.
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Sincerely,
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/s/ John C. Tang
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John C. Tang |
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of LATHAM & WATKINS LLP |
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cc: Jim Jones, Esq. (IXYS Corporation)