S-8

As filed with the Securities and Exchange Commission on December 20, 2006

Registration No. 333-                    

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 of	(I.R.S. employer
incorporation or organization)	identification number)

3540 Bassett Street
Santa Clara, California 95054-2704
Telephone (408) 982-0700
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

IXYS Corporation 1999 Equity Incentive Plan
(Full title of the plan)

Uzi Sasson
Vice President of Finance
and Chief Financial Officer
3540 Bassett Street
Santa Clara, California 95054-2704
Telephone (408) 982-0700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies of all communications, including all communications sent to agent for service, should be sent to:

Tom LaWer, Esq.
Greenberg Traurig, LLP
1900 University Avenue, Fifth Floor
East Palo Alto, California 94303
(650) 328-8500
(650) 328-8508 (Telecopy)

CALCULATION OF REGISTRATION FEE

		Proposed Maximum		Amount of
	Amount	Offering Price per	Proposed Maximum Aggregate	Registration
Title of Securities to be Registered	to be Registered (1)	Share(2)	Offering Price((2)	Fee (3)
Common stock, par value $0.01 per share	4,631,250 shares	$9.13	$42,283,313	$4,524.32

(1)	Represents the additional number of shares of Ixys Corporation’s (the “Registrant”) common stock that may be (i) issued under the Ixys Corporation 1999 Equity Incentive Plan (the “Plan”) pursuant to the exercise of options, and (ii) issued pursuant to restricted stock awards to eligible directors, consultants and 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 Plan 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(h) and Rule 457(c) 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 for the common stock of the Registrant as reported on the Nasdaq Global Market on December 13, 2006, which was $9.13.

INTRODUCTION

This Registration Statement relates to the registration of additional securities under the Plan. In accordance with General Instruction E to Form S-8, the contents of the previous Registration Statement on Form 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.

TABLE OF CONTENTS

PART II
	Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.1
EXHIBIT 23.2

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit No.	Exhibit
5.1	Opinion of Greenberg Traurig LLP *
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm*
23.2	Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm*
23.3	Consent of Greenberg Traurig LLP is contained in Exhibit 5.1 to this Registration Statement
24.1	Power of Attorney is contained on page 3 of this Registration Statement
99.1	1999 Equity Incentive Plan (filed on May 18, 2006 as Exhibit 10.1 to the Current Report on Form 8-K (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 for filing on 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 Santa Clara, State of California on this 20th day of December, 2006.

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

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints Nathan Zommer and Uzi Sasson his or her true and lawful attorneys-in-fact, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments, including any post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact or their substitutes, each acting alone, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Nathan Zommer	President, Chief Executive Officer and Director (Principal Executive Officer)	December 20, 2006
Nathan Zommer
/s/ Uzi Sasson	Vice President of Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	December 20, 2006
Uzi Sasson
/s/ Donald L. Feucht	Director	December 20, 2006
Donald L. Feucht
/s/ Samuel Kory	Director	December 20, 2006
Samuel Kory
/s/ S. Joon Lee	Director	December 20, 2006
S. Joon Lee
/s/ David L. Millstein	Director	December 20, 2006
David L. Millstein
/s/ Kenneth D. Wong	Director	December 20, 2006
Kenneth D. Wong

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EXHIBIT INDEX

Exhibit No.	Exhibit
5.1	Opinion of Greenberg Traurig LLP *
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm*
23.2	Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm*
23.3	Consent of Greenberg Traurig LLP is contained in Exhibit 5.1 to this Registration Statement
24.1	Power of Attorney is contained on page 3 of this Registration Statement
99.1	1999 Equity Incentive Plan (filed on May 18, 2006 as Exhibit 10.1 to the Current Report on Form 8-K (No. 000-26124) and incorporated herein by reference)

* Filed herewith.

EX-5.1

Exhibit 5.1

December 19, 2006

IXYS Corporation
3540 Bassett St.
Santa Clara, CA 95054

Re:     Registration Statement on Form S-8

Ladies and Gentlemen:

     You have requested our opinion with respect to certain matters in connection with the filing by IXYS Corporation, a Delaware corporation (the “Company”), of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on or about December 19, 2006, in connection with the registration under the Securities Act of 1933, as amended, of 4,631,250 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), issuable pursuant to the IXYS Corporation 1999 Equity Incentive Plan (the “IXYS Plan”).

     With respect to the opinion set forth below, we have examined originals, certified copies, or copies otherwise identified to our satisfaction as being true copies, only of the following: (i) the Certificate of Incorporation of the Company, as amended to date, as filed with the Secretary of State of the state of Delaware; (ii) the Bylaws of the Company, as amended to date; (iii) Resolutions of the Board of Directors of the Company adopted at a meeting held on May 12, 2006; (iv) the IXYS Plan; and (v) the Registration Statement.

     We have assumed that (a) the documents and signatures examined by us are genuine and authentic, (b) the conformity to the originals of all documents submitted to us as copies, (c) the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof, (d) the genuineness of all signatures and (e) the legal capacity and competency of all natural persons. We have also assumed that there are no agreements of understandings between or among the Company and any participants in the IXYS Plan that would expand, modify or otherwise affect the terms of the IXYS Plan or the respective rights or obligations of the participants thereunder.

     Based solely upon our review of items (i) through (v) above and on the basis of the foregoing assumptions, qualifications and limitations stated herein and in reliance on the statements of fact contained in the documents we examined, it is our opinion that the Shares will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full) when issued and sold in accordance with the Registration Statement, the IXYS Plan and the stock awards granted under the IXYS Plan.

     We hereby expressly consent to any reference to our firm in the Registration Statement under the caption “Legal Matters,” and the prospectus that forms a part thereof and the inclusion of this Opinion as an exhibit to the Registration Statement.

Very truly yours,
 

/s/ Greenberg Traurig, LLP  

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 18, 2004 relating to the consolidated financial statements, which appears in IXYS Corporation’s Annual Report on Form 10-K for the year ended March 31, 2006.

/s/ PricewaterhouseCoopers LLP

San Jose, CA
December 19, 2006

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

IXYS Corporation
3540 Bassett Street
Santa Clara, California 95054

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 15, 2006, 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, 2006.

BDO Seidman, LLP
San Francisco, California

December 19, 2006