S-8

As filed with the Securities and Exchange Commission on November 9, 2007

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 Employee Stock Purchase Plan
(Full title of the plan)

Uzi Sasson
Chief Operating Officer,
Chief Financial Officer and
Vice President
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:

John J. Heber, Esq.
Manatt, Phelps, & Phillips, LLP
11355 W. Olympic Blvd.
Los Angeles, CA 90064
(310) 312-4000

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
	Amount	Offering Price per	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	350,000 shares	$9.19	$3,216,500.00	$98.75

(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 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 November 7, 2007, which was $9.19.

TABLE OF CONTENTS

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

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.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit No.	Exhibit
5.1	Opinion of Manatt, Phelps & Phillips, LLP *
23.1	Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm*
23.2	Consent of Manatt, Phelps & Phillips, 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	Amended and Restated 1999 Employee Stock Purchase Plan (filed on November 7, 2007 as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 (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 9th day of November, 2007.

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	November 9, 2007
Nathan Zommer	Officer and Director (Principal Executive Officer)
/s/ Uzi Sasson	Chief Operating Officer and	November 9, 2007
Uzi Sasson	Chief Financial Officer (Principal Financial Officer and
	Principal Accounting Officer)
/s/ Donald L. Feucht	Director	November 9, 2007
Donald L. Feucht
/s/ Samuel Kory	Director	November 9 , 2007
Samuel Kory
/s/ S. Joon Lee	Director	November 9 , 2007
S. Joon Lee
/s/ Timothy A. Richardson	Director	November 9, 2007
Timothy A. Richardson
/s/ James Thorburn	Director	November 9 , 2007
James M. Thorburn

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EXHIBIT INDEX

Exhibit No.	Exhibit
5.1	Opinion of Manatt, Phelps & Phillips, LLP *
23.1	Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm*
23.3	Consent of Manatt, Phelps & Phillips, 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 Employee Stock Purchase Plan (filed on as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 (No. 000-26124) and incorporated herein by reference)

* Filed herewith.

EX-5.1

Exhibit 5.1

November 9, 2007

IXYS Corporation
3540 Bassett St.
Santa Clara, CA 95054

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as special counsel to IXYS Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) being filed by the Company with the Securities and Exchange Commission relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 350,000 shares of the Company’s Common Stock (the “Shares”) authorized for issuance under the Company’s Amended and Restated 1999 Employee Stock Purchase Plan, as amended (the “Plan”).

     This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

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

1.	The Second Restated Certificate of Incorporation of the Company, as amended.
2.	The Bylaws of the Company, as amended.
3.	The Registration Statement.
4.	Records of proceedings of the Board of Directors and stockholders of the Company 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 Company certificates as to such factual matters as we consider necessary for the purpose of this opinions, 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, and assuming, without further inquiry other than our reliance on the certificates of officers, the (i) the consideration for the Shares issued pursuant to the exercise or satisfaction of awards will be received prior to the issuance thereof, (ii) the Shares issued pursuant to the exercise of awards, if any, will be issued in accordance with the terms of the Plan and the provisions of the agreements duly authorized under the Plan, and (iii) the grant of awards (and any Shares upon the exercise thereof) will comply with the securities laws of each state or jurisdiction applicable thereto (other than the Securities Act), upon which assumptions the opinions contained herein are expressly conditioned, we are of the opinion that:

     If, as and when the Shares are issued pursuant to the terms of the Plan, the Shares will be duly authorized, validly issued, fully paid and non-assessable.

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

     This opinion is limited to the General Corporation Law of the state of Delaware, including statutory provisions and the provision of the Delaware constitution, to present judicial interpretations thereof and to facts as they presently exist. We are not admitted to practice in the State of Delaware but we are generally familiar with the provisions of the Delaware General Corporation Law. In rendering this opinion, we have no obligation to revise or supplement it should the current laws of the State of Delaware be changed by legislative action, judicial decision or otherwise. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plan or the Shares.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement which is being filed on behalf of the Company in connection with the registration of the aforementioned Shares under the Securities Act.

Very truly yours,

/s/ Manatt, Phelps & Phillips, LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

IXYS Corporation
3540 Bassett Street
Santa Clara, California 95954

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated June 14, 2007, 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, 2007.

/s/ BDO Seidman, LLP

BDO Seidman, LLP
San Francisco, California

November 7, 2007