S-8

As filed with the Securities and Exchange Commission on June 9, 2011

     Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

Registration Statement Under The Securities Act of 1933

IXYS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	77-0140882
(State or other jurisdiction	(I.R.S. Employer
incorporation or organization)	Identification No.)

1590 Buckeye Drive
Milpitas, California 95035-7418
(408) 457-9000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

IXYS Corporation Amended and Restated 1999 Employee Stock Purchase Plan
(Full title of Plan)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

					Proposed
			Proposed		Maximum
			Maximum		Aggregate		Amount of
	Amount To		Offering Price		Offering(2)		Registration Fee
Title of Securities to be Registered	Be Registered(1)		Per Share(2)		Price		(3)
Common Stock ($0.01 par value) issuable under the IXYS Corporation Amended and Restated 1999 Employee Stock Purchase Plan		350,000	$	12.74	$	4,459,000	$	517.69

(1)	Represents the additional number of shares of IXYS Corporation’s (the “Registrant”) common stock that may be issued under the IXYS Corporation 1999 Employee Stock Purchase Plan (the “Plan”) to eligible employees of the Registrant or its affiliates that have not been previously registered. Pursuant to Rule 416(a), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that may become issuable under the Play by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.
(2)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended.
(3)	Calculated solely for purposes of this offering under Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined based upon the average of the high and low sale prices of shares of the Registrant’s common stock reported on the Nasdaq Global Select Market on June 6, 2011.

TABLE OF CONTENTS

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 8. EXHIBITS
SIGNATURES
Exhibit Index
EX-5.1
EX-23.1

INTRODUCTION

     This Registration Statement relates to the registration of additional securities under the IXYS Corporation 1999 Employee Stock Purchase Plan (the “Plan”). In accordance with General Instruction E to Form S-8, the contents of the previous Registration Statement on From S-8, Commission File No. 333-96081, filed by IXYS Corporation on February 3, 2000, with the Securities and Exchange Commission (the “SEC) related to the Plan are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. EXHIBITS

Exhibit No.	Description
5.1	Opinion of Manatt, Phelps & Phillips, LLP*
23.1	Consent of BDO USA, LLP, Independent Registered Public Accounting Firm*
23.2	Consent of Manatt, Phelps & Phillips LLP (included in Exhibit 5.1)
24.1	Power of Attorney is contained on page 3 of this Registration Statement
99.1	IXYS Corporation Amended and Restated 1999 Employee Stock Purchase Plan (filed November 3, 2010 as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (No. 000-26124) and incorporated herein by reference)

* Filed herewith.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing of Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California on this June 9, 2011.

IXYS CORPORATION
By:	/s/ Nathan Zommer
	Nathan Zommer
	Chairman and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. James Jones, Mr. Uzi Sasson and Mr. Nathan Zommer, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Nathan Zommer Nathan Zommer	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	June 9, 2011
/s/ Uzi Sasson Uzi Sasson	President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 9, 2011
/s/ Donald L. Feucht Donald L. Feucht	Director	June 9, 2011
/s/ Samuel Kory Samuel Kory	Director	June 9, 2011
/s/ S. Joon Lee S. Joon Lee	Director	June 9, 2011
/s/ Timothy A. Richardson Timothy A. Richardson	Director	June 9, 2011

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Signature	Title	Date
/s/ James M. Thorburn James M. Thorburn	Director	June 9, 2011
/s/ Kenneth D. Wong Kenneth D. Wong	Director	June 9, 2011

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Exhibit Index

Exhibit No.	Description
5.1	Opinion of Manatt, Phelps & Phillips, LLP*
23.1	Consent of BDO USA, LLP, Independent Registered Public Accounting Firm*
23.2	Consent of Manatt, Phelps & Phillips LLP (included in Exhibit 5.1)
24.1	Power of Attorney is contained on page 3 of this Registration Statement
99.1	IXYS Corporation Amended and Restated 1999 Employee Stock Purchase Plan (filed November 3, 2010 as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (No. 000-26124) and incorporated herein by reference)

* Filed herewith.

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EX-5.1

Exhibit 5.1

[Manatt, Phelps & Phillips, LLP Letterhead]

June 9, 2011

IXYS Corporation
1590 Buckeye Drive
Milpitas, CA 95035-7418

Re: IXYS Amended and Restated 1999 Employee Stock Purchase Plan (the “Plan”)

Ladies and Gentlemen:

     As Counsel of IXYS Corporation (the “Registrant”), at your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) being filed by the Registrant with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of up to 350,000 shares of the Registrant’s common stock, $0.01 par value (the “Shares”), that may be issued in the aggregate under the Plan.

     In rendering this opinion, we have examined and reviewed only such questions of law as we have deemed necessary or appropriate for the purpose of rendering the opinions set forth herein. For the purpose of rendering the opinions set forth herein, we have been furnished with and examined only the following documents:

1.	The Amended and Restated Certificate of Incorporation of the Registrant.
2.	The Bylaws of the Registrant, as amended.
3.	The Registration Statement.
4.	Records of proceedings of the Board of Directors and stockholders of the Registrant pertaining to the Plan.
5.	The Plan.

     With respect to all of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as certified or reproduced copies. We also have obtained from the officers of the Registrant certificates as to such factual matters as we consider necessary for the purpose of this opinion, and insofar as this opinion is based on such matters of fact, we have relied on such certificates.

     Based upon the foregoing and such further review of fact and law as we have deemed necessary or appropriate under the circumstances, we are of the opinion that the Shares have been duly authorized and when issued and sold in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

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     This opinion is issued to you solely for use in connection with the Registration Statement on Form S-8 and is not to be quoted or otherwise referred to in any financial statements of the Registrant or related document, nor is it to be filed with or furnished to any government agency or other person, without my prior written consent.

     This opinion is limited to the Delaware General Corporation Law and to facts as they presently exist. In rendering this opinion, we have no obligation to revise or supplement it should there be any change in the law due to legislative action, judicial decision or otherwise.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 which is being filed on behalf of the Registrant in connection with the registration of the aforementioned Shares under the Act. In giving such consent, we do not hereby admit that we are in the category of “persons” whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Manatt, Phelps & Phillips, LLP
Manatt, Phelps & Phillips, LLP

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

IXYS Corporation
Milpitas, California

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of IXYS Corporation of our reports dated June 8, 2011, relating to the consolidated financial statements and the effectiveness of IXYS Corporation’s internal control over financial reporting, appearing in the Company’s Annual Report on Form 10-K for the year ended March 31, 2011.

/s/ BDO USA, LLP

San Francisco, California
June 8, 2011