S-8 1 f35443sv8.htm FORM S-8 sv8
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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


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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.