8-K

UNITED STATES 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: June 8, 2006
(Date of earliest event reported)

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, CA 95054
(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.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 99.1

     Item 2.02 Results of Operations and Financial Conditions.

     The following information is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

     On June 8, 2006, IXYS issued a press release. The text of IXYS’s press release is attached hereto as Exhibit 99.1.

     Item 9.01 Financial Statements and Exhibits

(c) Exhibits

     The following exhibit is furnished (not filed) herewith:

Exhibit
Number	Description
99.1	Text of press release issued by IXYS Corporation, dated June 8, 2006.

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/ Uzi Sasson
Uzi Sasson, Vice President of Finance
and Chief Financial Officer (Principal Financial Officer)

Date: June 8, 2006

Exhibit Index

Exhibit
Number	Description
99.1	Text of press release issued by IXYS Corporation, dated June 8, 2006.

EX-99.1

Exhibit 99.1

Contact:	Uzi Sasson
	Chief Financial Officer
	IXYS Corporation
	3540 Bassett Street
	Santa Clara, California 95054
	(408) 982-0700

IXYS CORPORATION ANNOUNCES ITS FOURTH QUARTER AND FISCAL YEAR RESULTS

SANTA CLARA, CA. June 8, 2006 — IXYS Corporation (NASDAQ:SYXI) today announced that, for the fourth fiscal quarter ended March 31, 2006, IXYS reported net revenues of $64.4 million, as compared with net revenues of $69.0 million for the same period in the prior fiscal year.

Gross profit was $20.4 million, or 31.6% of net revenues, for the quarter ended March 31, 2006, as compared to gross profit of $23.2 million, or 33.6% of net revenues, for the same quarter in the prior fiscal year.

Net income for the quarter ended March 31, 2006, was $30.3 million, or $0.85 per diluted share, as compared to $5.8 million, or $0.16 per diluted share, for the same quarter in the prior fiscal year.

Excluding the impact of a litigation provision credit adjustment of $8.7 million related to the litigation involving LoJack Corporation and other non-recurring adjustments to deferred tax assets made in the quarter ended March 31, 2006, net income for the quarter ended March 31, 2006 would have been $5.4 million, or $0.15 per diluted share.

For the fiscal year ended March 31, 2006, IXYS reported net revenues of $251.5 million, as compared with net revenues of $256.6 million for the prior fiscal year.

Gross profit for the fiscal year ended March 31, 2006 was $81.7 million, or 32.5% of net revenues, as compared to gross profit of $79.9 million, or 31.1% of net revenues, for the prior fiscal year.

Net loss for the fiscal year ended March 31, 2006, was $6.1 million, or $0.18 loss per diluted share, as compared to net income of $16.2 million, or $0.46 per diluted share, for the prior fiscal year.

Excluding the impact of the litigation provision charge of $42.8 million and other non-recurring adjustments to related deferred tax assets made in the quarter ended March 31, 2006, net income for the year ended March 31, 2006 would have been $20.5 million, or $0.57 per diluted share.

“Consistent with our long term growth plan, we are pleased to return to sequential quarterly revenue growth, from $60.3 million in the December, 2005 quarter to $64.4 million in the March, 2006 quarter. IXYS has demonstrated a tripling of its revenues in the last four fiscal years. Our cash grew last year, even with the purchase of a record number of our own shares and buying two of our facilities, and, at March 31, 2006, was $78.5 million. During the past fiscal year, we harvested the benefits of our product diversification and investments in new products. We strengthened our Board of Directors, invested in our worldwide corporate infrastructure and in our technology, and expanded our manufacturing capacities. We continue to focus on growing our revenues and improving our gross margins,” said Dr. Nathan Zommer, Chief Executive Officer.

Uzi Sasson, Chief Financial Officer, said, “Consistent with our seasonal expectations, we project our revenues for the June 2006 quarter to be between $65 million and $67 million.”

IXYS develops and markets primarily high performance power and RF semiconductors and control ICs that are used in controlling and converting electrical power efficiently in power systems for telecommunication infrastructure, motor drives, medical systems and transportation. IXYS also serves emerging markets with digital and analog ICs that control flat panel displays, medical instruments and telecommunication products.

Non-GAAP Financial Information

Included above and within the attached schedules are certain non-GAAP financial figures. Management believes non-GAAP net income (loss) and non-GAAP net income (loss) per share are useful measures of operating performance because they exclude the impact of the litigation provision related to the LoJack litigation and the impact of various adjustments to deferred tax assets, which are in the nature of one-time events. However, these non-GAAP measures should be considered in addition to, not as a substitute for, or superior to net (loss) income and net (loss) income per share, or other financial measures prepared in accordance with GAAP.

Safe Harbor Statement

The foregoing press release contains forward-looking statements, including those related to revenue growth, improvement of gross margins and our projection of revenues for the June 2006 quarter. Actual results may vary materially from those contained in the forward-looking statements, due to changes in customer delivery schedules, the cancellation of orders, an unanticipated decline in our business, an unexpected increase or leveling of our costs or reduced cash flows, among other things. Further information on other factors that could affect IXYS is detailed and included in IXYS’ Form 10-Q for the fiscal quarter ended December 31, 2005, as filed with the Securities and Exchange Commission. IXYS 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.

IXYS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)

	March 31,			March 31,
	2006			2005
ASSETS
Current assets:
Cash and cash equivalents	$	78,505		$	58,299
Accounts receivable, net		42,774			41,388
Other receivables		1,433			—
Inventories, net		60,357			51,411
Prepaid expenses and other current assets		2,688			4,134
Deferred income taxes		25,049			6,649
Total current assets		210,806			161,881
Plant and equipment, net		40,049			27,814
Other assets		12,580			27,409
Deferred income taxes		16,552			2,787
Total assets	$	279,987		$	219,891
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of capitalized lease obligations	$	2,255		$	2,733
Current portion of notes payable to bank		973			—
Accounts payable		20,259			12,962
Accrued expenses and other current liabilities		68,504			22,123
Total current liabilities		91,991			37,818
Capitalized lease and other long term obligations, net of current portion		14,447			4,566
Pension liabilities		13,576			12,230
Total liabilities		120,014			54,614
Common stock		347			336
Additional paid-in capital		156,664			151,820
Notes receivable from stockholders		(59	)		(355	)
Retained earnings		(614	)		5,492
Accumulated other comprehensive income		3,635			7,984
Stockholders’ equity		159,973			165,277
Total liabilities and stockholders’ equity	$	279,987		$	219,891

IXYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)

	Three Months Ended						Twelve Months Ended
	March 31,						March 31,
	2006			2005			2006			2005
Net revenues	$	64,425		$	69,023		$	251,487		$	256,620
Cost of goods sold		44,043			45,854			169,792			176,710
Gross profit		20,382			23,169			81,695			79,910
Operating expenses:
Research, development and engineering		4,324			4,174			17,523			18,574
Selling, general and administrative		10,502			9,952			38,371			35,707
Litigation provision		(8,690	)		—			42,810			—
Total operating expenses		6,136			14,126			98,704			54,281
Operating income (loss)		14,246			9,043			(17,009	)		25,629
Other income (expense), net		2,040			(120	)		3,992			152
Income (loss) before income tax provision		16,286			8,923			(13,017	)		25,781
(Benefit) provision for income tax expense		(14,015	)		3,134			(6,911	)		9,539
Net income (loss)	$	30,301		$	5,789		($	6,106	)	$	16,242
Net income (loss) per share — basic	$	0.89		$	0.17		($	0.18	)	$	0.49
Weighted average shares used in per share calculation — basic		34,015			33,034			33,636			33,093
Net income (loss) per share — diluted	$	0.85		$	0.16		($	0.18	)	$	0.46
Weighted average shares used in per share calculation - diluted		35,792			35,297			33,636			35,085

GAAP reconciliation to non-GAAP
(In thousands, except per share amounts)

	Quarter Ended March 31,					Year Ended March 31,
	2006			2005		2006			2005
Net (loss) income, as reported (GAAP)	$	30,301		$	5,789	$	(6,106	)	$	16,242
Adjustments to GAAP net income (loss):					—					—
Litigation provision		(8,690	)		—		42,810			—
Deferred tax assets recognized on LoJack litigation provision and other non-recurring items		(16,193	)		—		(16,193	)		—
Non-GAAP net income	$	5,418		$	5,789	$	20,511		$	16,242
Net income (loss) per share-basic, as reported (GAAP)	$	0.89		$	0.17	$	(0.18	)	$	0.49
Adjustments to GAAP net income (loss) per share-basic:
Litigation provision		(0.25	)		—		1.27			—
Deferred tax assets recognized on LoJack litigation provision and other non-recurring items		(0.48	)		—		(0.48	)		—
Net income per share-basic, (non-GAAP)	$	0.16		$	0.17	$	0.61		$	0.49
Net income (loss) per share-diluted, as reported (GAAP)	$	0.85		$	0.16	$	(0.18	)	$	0.46
Adjustments to GAAP net income (loss) per share-diluted:
Litigation provision		(0.25	)		—		1.20			—
Deferred tax assets recognized on LoJack litigation provision and other non-recurring items		(0.45	)		—		(0.45	)		—
Net income per share-diluted, (non-GAAP)	$	0.15		$	0.16	$	0.57		$	0.46
Weighted average shares used in per share calculation
Basic		34,015			33,034		33,636			33,093
Dilutive weighted average share		1,777			2,263		2,180			1,992
Diluted		35,792			35,297		35,816			35,085