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140 Scott Drive |
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Menlo Park, California 94025 |
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Tel: +1.650.328.4600 Fax: +1.650.463.2600 |
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www.lw.com |
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Abu Dhabi
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Munich |
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Beijing
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New Jersey |
June 29, 2010
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Brussels
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New York |
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Chicago
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Orange County |
VIA EDGAR CORRESPONDENCE
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Doha
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Paris |
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Dubai
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Riyadh |
Cecilia Blye, Chief
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Frankfurt
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Rome |
Office of Global Security Risk
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Hamburg
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Division of Corporation Finance
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Securities and Exchange Commission
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100 F Street, N.E.
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Washington, DC 20549
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Madrid
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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 response to the comment of the Staff of the Securities and Exchange Commission received
by letter dated May 28, 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 the
Staffs original comment immediately preceding the Companys response.
General
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We note your response in your May 14, 2010 comment letter regarding the distribution of
products by foreign subsidiaries to an electronics distributor in Iran and quantitative
information regarding revenues received from this distributor. Please discuss the materiality
of these contacts with Iran and whether they constitute a material investment risk for your
security holders. You should address materiality in terms of qualitative factors that a
reasonable investor would deem important in making an investment decision, including the
potential impact of corporate activities upon a companys reputation and share value. As you
may be aware, various state and municipal governments, universities, and other investors have
proposed or adopted divestment or similar initiatives regarding investment in companies that
do business with U.S.-designated state sponsors of terrorism. Your materiality analysis
should address the potential impact of the investor sentiment evidenced by such actions
directed toward companies that have operations associated with Iran. |
June 29, 2010
Page 2
Response:
The Company has determined that the limited past sales by its British subsidiary (Westcode
Semiconductors Limited) and its German subsidiary (IXYS Semiconductor GmbH) of semiconductors, and
assemblages of semiconductors commonly called modules, to RAD Electric Co. Ltd, are not material
and do not pose a material investment risk to the Companys shareholders.
The Company has determined that its aggregate net revenues with respect to the referenced
sales amounted to less than 0.2% of the Companys net revenues during the past five fiscal years
ended March 31, 2010. To the best of the Companys knowledge and belief, such sales have been in
compliance with the respective national export control 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). Finally, going forward, the Company
(including its non-U.S. subsidiaries) has elected to take steps to prevent any future sales to
Iran, even by overseas affiliates and with respect to non-U.S. products that fall beyond the
jurisdictional reach of U.S. export controls and sanctions laws concerning Iran. As a result, the
Company does not anticipate that any affiliate will accept any future orders from any person or
entity located in Iran, or have any direct or indirect contacts or transactions with the government
of Iran or with entities controlled by the Iranian government.
For the above reasons, the Company has determined that the referenced sales are immaterial
both from a quantitative and a qualitative standpoint.
* * *
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: |
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Jim Jones, Esq. (IXYS Corporation) |