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: August 3, 2006
(Date of earliest event reported)

IXYS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-26124	77-0140882
(State or other jurisdiction of	(Commission File No.)	(IRS Employer
incorporation)		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 August 3, 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 August 3, 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: August 3, 2006

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Text of press release issued by IXYS Corporation, dated August 3, 2006.

EX-99.1

Exhibit 99.1

Press Release

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

IXYS Corporation Announces Results For Its First Quarter
Ended June 30, 2006

SANTA CLARA, CA. August 3, 2006 — IXYS Corporation (NASDAQ:SYXI) today announced that, for its first fiscal quarter ended June 30, 2006, IXYS reported net revenues of $67.7 million, as compared with net revenues of $63.3 million for the same period in the prior fiscal year.

Gross profit was $21.9 million, or 32.3% of net revenues, for the quarter ended June 30, 2006, as compared to gross profit of $21.1 million, or 33.4% of net revenues, for the same quarter in the prior fiscal year.

Net income for the quarter ended June 30, 2006, was $24.3 million, or $0.68 per diluted share, as compared to $5.1 million, or $0.14 per diluted share, for the same quarter in the prior fiscal year.

The results for the quarter ended June 30, 2006 included a credit adjustment of $36.8 million to record the trial court’s reduction of the award previously made to LoJack Corporation and related tax effects. Excluding the impact of these adjustments, net income for the quarter ended June 30, 2006 would have been $2.6 million, or $0.07 per share, diluted.

“We are pleased to report consecutive sequential revenue growth and sequential increases in our gross margin and gross profit. However our usual operating expenses have increased, in part due to increased R&D investments and compliance expenses. We are experiencing a high demand for our products with record orders taken in the June quarter, creating sequentially again, a record backlog and an increased book-to-bill ratio of 1.18,” said Dr. Nathan Zommer, Chief Executive Officer.

Uzi Sasson, Chief Financial Officer, said, “This is normally the season when we would experience a weakening in our market because of the summer slowdown, especially in Europe. However, this year we expect our strong backlog to counter this trend and we project our revenues for the September 2006 quarter to be between $67 million and $69 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 and non-GAAP net income 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 income and net 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 our backlog, book-to-bill ratio and projection of revenues for the September 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 and capacity limits on our ability to manufacture our products, among other things. Further information on other factors that could affect IXYS is detailed and included in IXYS’ Form 10-K for the fiscal year ended March 31, 2006, 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)

	June 30,			March 31,
	2006			2005
ASSETS
Current assets:
Cash and cash equivalents	$	72,305		$	78,505
Accounts receivable, net		45,640			42,774
Other receivables		2,120			1,433
Inventories, net		68,502			60,357
Prepaid expenses and other current assets		3,957			2,688
Deferred income taxes		10,492			25,049
Total current assets		203,016			210,806
Plant and equipment, net		41,826			40,049
Other assets		12,744			12,580
Deferred income taxes		16,699			16,552
Total assets	$	274,285		$	279,987
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of capitalized lease obligations	$	2,484		$	2,255
Current portion of long term loan		1,090			973
Accounts payable		23,194			20,259
Accrued expenses and other current liabilities		30,583			68,504
Total current liabilities		57,351			91,991
Capitalized lease and other long term obligations, net of current portion		14,704			14,447
Pension liabilities		14,015			13,576
Total liabilities		86,070			120,014
Common stock		347			347
Additional paid-in capital		158,680			156,664
Notes receivable from stockholders		(58	)		(59	)
Retained earnings		23,682			(614	)
Accumulated other comprehensive income		5,564			3,635
Stockholders’ equity		188,215			159,973
Total liabilities and stockholders’ equity	$	274,285		$	279,987

IXYS CORPORATION

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

	Three Months Ended
	June 30, 2006			June 30, 2005
Net revenues	$	67,741		$	63,341
Cost of goods sold		45,857			42,196
Gross profit		21,884			21,145
Operating expenses:
Research, development and engineering		5,108			4,156
Selling, general and administrative		12,056			9,257
Litigation provision		(36,827	)		—
Total operating expenses		(19,663	)		13,413
Operating income		41,547			7,732
Other income (expense), net		(844	)		425
Income before income tax provision		40,703			8,157
Provision for income tax expense		16,407			3,018
Net income	$	24,296		$	5,139
Net income per share — basic	$	0.71		$	0.15
Weighted average shares used in per share calculation — basic		34,172			33,416
Net income per share — diluted	$	0.68		$	0.14
Weighted average shares used in per share calculation — diluted		35,575			35,985

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

	Quarter Ended
	June 30, 2006			June 30, 2005
Net income, as reported (GAAP)	$	24,296		$	5,139
Adjustments to GAAP net income:
Litigation provision and related tax effects		(21,742	)		—
Non-GAAP net income	$	2,554		$	5,139
Net income per share-basic, as reported (GAAP)	$	0.71		$	0.15
Adjustments to GAAP net income per share-basic:
Litigation provision and related tax effects		(0.64	)		—
Net income per share-basic, (non-GAAP)	$	0.07		$	0.15
Net income per share-diluted, as reported (GAAP)	$	0.68		$	0.14
Adjustments to GAAP net income per share-diluted:
Litigation provision and related tax effects		(0.61	)		—
Net income per share-diluted, (non-GAAP)	$	0.07		$	0.14
Weighted average shares used in per share calculation
Basic		34,172			33,416
Dilutive weighted average shares		1,403			2,569
Diluted		35,575			35,985