-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H/zWJx8XRu/GBYfjjomqvvJnmU067PNb/GSDuQRDthzbzih3Ne8kEiKCvzB5E7+a 4izLCvzsLfw7Ni1UcpoWaw== 0000950134-07-014012.txt : 20070625 0000950134-07-014012.hdr.sgml : 20070625 20070625170422 ACCESSION NUMBER: 0000950134-07-014012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070625 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070625 DATE AS OF CHANGE: 20070625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IXYS CORP /DE/ CENTRAL INDEX KEY: 0000945699 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770140882 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26124 FILM NUMBER: 07939318 BUSINESS ADDRESS: STREET 1: 3540 BASSETT ST CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089540500 MAIL ADDRESS: STREET 1: 3540 BASSETT STREET CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: PARADIGM TECHNOLOGY INC /DE/ DATE OF NAME CHANGE: 19951031 8-K 1 f31450e8vk.htm FORM 8-K e8vk
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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
June 25, 2007
Date of Report (Date of earliest event reported)
IXYS CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware   000-26124   77-0140882
(State of Incorporation)   (Commission File Number)   (IRS Employer
        Identification Number)
3540 Bassett St.
Santa Clara, CA 95054-2704

(Address of principal executive offices) (Zip Code)
(408) 982-7000
(Registrant’s telephone number, including area code)
N/A
(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

ITEM 7.01 Regulation FD Disclosure.
ITEM 9.01 Financial Statements and Exhibits
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 99.1
EXHIBIT 99.2


Table of Contents

ITEM 7.01 Regulation FD Disclosure.
     In a press release issued on June 25, 2007, IXYS Corporation (the “Company”) updated guidance for the quarter ending June 30, 2007. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
     In another press release issued on June 25, 2007, the Company announced that it intends to commence a private placement to qualified institutional buyers of approximately $60 million aggregate principal amount of convertible senior notes pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d)   Exhibits.
     
Exhibit No.   Description
99.1
  Press release dated June 25, 2007 updating guidance for quarter ending June 30, 2007.
 
   
99.2
  Press release dated June 25, 2007 announcing private placement of convertible senior notes.

 


Table of Contents

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
             
Date: June 25, 2007   IXYS CORPORATION    
 
           
 
  By:   /s/ Uzi Sasson    
 
           
 
  Name:   Uzi Sasson    
 
  Title:   Chief Financial Officer, Chief Operating Officer, Vice President of Finance and Secretary    

2


Table of Contents

INDEX TO EXHIBITS
     
Exhibit No.   Description
99.1
  Press release dated June 25, 2007 updating guidance for quarter ending June 30, 2007.
 
   
99.2
  Press release dated June 25, 2007 announcing private placement of convertible senior notes.

3

EX-99.1 2 f31450exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 99.1
         
 
  Contact:   Uzi Sasson
 
      Chief Financial Officer
 
      IXYS Corporation
 
      3540 Bassett Street
 
      Santa Clara, California 95054
 
      (408) 982-0700
IXYS Corporation Updates June 2007 Quarter Outlook
SANTA CLARA, Calif., June 25, 2007 (PR NEWSWIRE) — IXYS Corporation (NASDAQ: IXYS) today announced that it has revised its financial guidance for the quarter ending June 30, 2007.
IXYS now expects net revenues for the quarter ending June 30, 2007 to be between $70 and $72 million. Previously, IXYS had guided that net revenues would be approximately flat as compared to those for the quarter ended March 31, 2007. Net revenues for the quarter ended March 31, 2007 were $74 million.
IXYS expects gross margins to be between 27% and 30% for the quarter ending June 30, 2007. IXYS had not previously provided guidance with respect to gross margins. Gross margins for the quarter ended March 31, 2007 were 24.1%.
“It is not our practice to revise our guidance unless we expect a material change from our previous guidance; nor is it our practice to issue guidance on gross margins, “ said Uzi Sasson, Chief Operating Officer and Chief Financial Officer of IXYS. “We do not plan to issue guidance on gross margins in the future.”
Safe Harbor Statement
The foregoing press release contains forward-looking statements, including those related to expectations for net revenues and gross margins for the quarter ended June 30, 2007. 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 or an unexpected increase or leveling of our costs, among other things. Further information on other factors that could affect our operations is detailed and included in our Form 10-K for the year ended March 31, 2007, 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.

EX-99.2 3 f31450exv99w2.htm EXHIBIT 99.2 exv99w2
 

Exhibit 99.2
         
 
  Contact:   Uzi Sasson
 
      Chief Financial Officer
 
      IXYS Corporation
 
      3540 Bassett Street
 
      Santa Clara, California 95054
 
      (408) 982-0700
IXYS Corporation to Offer $60 Million of Convertible Senior Notes
SANTA CLARA, Calif., June 25, 2007 (PR NEWSWIRE) — IXYS Corporation (NASDAQ: IXYS) today announced its intention to offer, subject to market and other conditions, $60 million in aggregate principal amount of Convertible Senior Notes in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The interest rate, conversion price and other terms of the notes will be determined by negotiations between IXYS and the initial purchaser of the notes. IXYS expects to grant to the initial purchasers a 13-day option to purchase up to $15 million aggregate principal amount of additional notes to cover over-allotments.
IXYS expects to use a portion of the net proceeds of the offering to repurchase approximately $20 to $30 million of shares of IXYS common stock concurrently with the offering of the notes,subject to market conditions and other factors. IXYS expects to use the remaining net proceeds for general corporate purposes, which may include acquisitions.
This press release is neither an offer to sell or a solicitation of an offer to buy securities nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction. Any offers of the securities will be made only by means of a private offering circular. The notes and IXYS common stock issuable upon the conversion of the notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s current preliminary expectations and are subject to risks, uncertainties and assumptions, including the risk that IXYS may be unable to complete the offering. Other information on potential risk factors that could affect IXYS, its business and its financial results are detailed in the company’s periodic filings with the Securities and Exchange Commission (SEC), including, but not limited to, those risks and uncertainties listed in the section entitled “Risk Factors,” which can be found in IXYS’s Annual Report on Form 10-K for the fiscal year ended March 31, 2007, filed with the SEC on June 14, 2007.

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