0001012870-01-502094.txt : 20011009
0001012870-01-502094.hdr.sgml : 20011009
ACCESSION NUMBER: 0001012870-01-502094
CONFORMED SUBMISSION TYPE: DEF 14A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20011116
FILED AS OF DATE: 20011001
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: 1231
FILING VALUES:
FORM TYPE: DEF 14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-26124
FILM NUMBER: 1749604
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
DEF 14A
1
ddef14a.txt
DEFINITIVE PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material under Rule 14a-12
IXYS Corporation
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
----------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------------------
(4) Date Filed:
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IXYS CORPORATION
3540 Bassett Street
Santa Clara, CA 95054-2704
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 16, 2001
TO THE STOCKHOLDERS OF IXYS CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of IXYS
Corporation, a Delaware corporation (the "Company"), will be held on Friday,
November 16, 2001 at 10:00 a.m. local time at the Embassy Suites Hotel, 2885
Lakeside Drive, Santa Clara, CA 95054 for the following purposes:
(1) To elect directors to serve for the ensuing year and until their
successors are elected.
(2) To ratify the selection of PricewaterhouseCoopers LLP as independent
auditors of the Company for its fiscal year ending March 31, 2002.
(3) To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on September 20,
2001, as the record date for the determination of stockholders entitled to
notice of and to vote at this Annual Meeting and at any adjournment or
postponement thereof.
By Order of the Board of Directors
/S/ ARNOLD P. AGBAYANI
Arnold P. Agbayani
Secretary
Santa Clara, California
October 1, 2001
--------------------------------------------------------------------------------
All Stockholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend the meeting, please complete, date, sign
and return the enclosed proxy as promptly as possible in order to ensure your
representation at the meeting. A return envelope (which is postage prepaid if
mailed in the United States) is enclosed for that purpose. Even if you have
given your proxy, you may still vote in person if you attend the meeting.
Please note, however, that if your shares are held of record by a broker,
bank or other nominee and you wish to vote at the meeting, you must obtain
from the record holder a proxy issued in your name.
--------------------------------------------------------------------------------
IXYS CORPORATION
3540 Bassett Street
Santa Clara, CA 95054-2704
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
November 16, 2001
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed proxy is solicited on behalf of the Board of Directors of IXYS
Corporation, a Delaware corporation ("IXYS" or the "Company"), for use at the
Annual Meeting of Stockholders to be held on Monday, November 16, 2001 at 10:00
a.m. local time (the "Annual Meeting"), or at any adjournment or postponement
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting. The Annual Meeting will be held at the Embassy Suites Hotel,
2885 Lakeside Drive, Santa Clara, CA 95054. The Company intends to mail this
proxy statement and accompanying proxy card on or about October 1, 2001 to all
stockholders entitled to vote at the Annual Meeting.
Solicitation
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
card and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses,
fiduciaries and custodians holding in their names shares of Common Stock
beneficially owned by others to forward to such beneficial owners. The Company
may reimburse persons representing beneficial owners of Common Stock for their
costs of forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or
other regular employees for such services.
Voting Rights and Outstanding Shares
Only holders of record of Common Stock at the close of business on September
20, 2001 will be entitled to notice of and to vote at the Annual Meeting. At
the close of business on September 20, 2001, the Company had outstanding and
entitled to vote 26,731,647 shares of Common Stock.
Each holder of record of Common Stock on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Annual Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.
Revocability of Proxies
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, 3540
Bassett Street, Santa Clara, California 95054-2704, a written notice of
revocation or a duly executed proxy bearing a later date, or it may be revoked
by attending the meeting and voting in person. Attendance at the meeting will
not, by itself, revoke a proxy.
3
Stockholder Proposals
The deadline for submitting a stockholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's 2002 Annual
Meeting of Stockholders pursuant to Rule 14a-8 of the Securities and Exchange
Commission and the Bylaws of the Company is not earlier than the close of
business on July 14, 2002 and not later than the close of business on August
13, 2002. Stockholders are also advised to review the Company's Bylaws, which
contain additional requirements with respect to advance notice of stockholder
proposals and director nominations.
PROPOSAL 1
ELECTION OF DIRECTORS
There are six nominees for the six Board positions presently authorized in
the Company's Bylaws. Each director to be elected will hold office until the
next annual meeting of stockholders and until his successor is elected and has
qualified, or until such director's earlier death, resignation or removal. Each
nominee listed below is currently a director of the Company, each director
having been elected by the stockholders.
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote. Shares represented by executed
proxies will be voted, if authority to do so is not withheld, for the election
of the six nominees named below. In the event that any nominee should be
unavailable for election as a result of an unexpected occurrence, such shares
will be voted for the election of such substitute nominee as management may
propose. Each person nominated for election has agreed to serve if elected and
management has no reason to believe that any nominee will be unable to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
Nominees
The names of the nominees for director and certain information about them
are set forth below:
Name Age Principal Occupation/Position Held With the Company
---- --- ------------------------------------------------------------
Nathan Zommer........ 53 Chairman of the Board, President and Chief Executive Officer
Arnold P. Agbayani... 56 Senior Vice President, Finance and Administration,
Chief Financial Officer, Secretary and Director
Donald L. Feucht..... 68 Director
Andreas Hartmann..... 57 Director
Samuel Kory.......... 58 Director
S. Joon Lee.......... 62 Director
Nathan Zommer. Dr. Zommer, our founder, has served as a member of our board
of directors since our inception in 1983, and has served as Chairman of the
Board, President and Chief Executive Officer since March 1993. From 1984 to
1993, Dr. Zommer served as our Executive Vice President. Prior to founding IXYS
Dr. Zommer served in a variety of positions with Intersil, Hewlett Packard and
General Electric, including as a scientist in the Hewlett Packard Laboratories
and Director of the Power MOS Division for Intersil/General Electric. Dr.
Zommer received his B.S. and M.S. degrees in Physical Chemistry from Tel Aviv
University and a Ph.D. in Electrical Engineering from Carnegie Mellon
University.
Arnold P. Agbayani. Mr. Agbayani has served as our Vice President, Finance
and Administration and Chief Financial Officer, Secretary and Director since
1993. From 1989 to 1993, he served as our Controller. Prior to joining us, Mr.
Agbayani held various financial positions with National Semiconductor,
Fairchild Camera and Instruments, ATARI and Frito-Lay. Mr. Agbayani received
his B.S. in Finance and an M.B.A. from Roosevelt University of Chicago.
4
Donald L. Feucht. Dr. Feucht has served as a member of our board of
directors since July 2000. From 1992 until his retirement in 1998, Dr. Feucht
served as Vice President for Operations for Associated Western Universities. He
was employed as a Program Management Specialist for EG&G Rocky Flats, Inc. from
1990 until 1992. Prior to 1990, Dr. Feucht served in several positions with the
National Renewable Energy Laboratory (NREL) including Deputy Director. Prior to
joining NREL, he served as Professor of Electrical Engineering and Associate
Dean at Carnegie-Mellon University. Dr. Feucht received his B.S. degree in
Electrical Engineering from Valparaiso University. He holds M.S. and Ph.D.
degrees in Electrical Engineering from Carnegie Mellon University.
Andreas Hartmann. Mr. Hartmann has served as a member of our board of
directors since November 1998. Since 1990, he has served as Assistant General
Counsel and Vice President of ABB. Mr. Hartmann received his degree in law from
Erlangen Nurnberg University in 1970 and his degree in Law from the Ministry of
Justice of the State of Bavaria in 1973.
Samuel Kory. Mr. Kory has served as a member of our board of directors since
November 1999. In 1988, he founded Samuel Kory Associates, a management
consulting firm. Since founding the firm, Mr. Kory has served as the firm's
sole proprietor and principal as well as a consultant for the firm. Mr. Kory
received his B.S.M.E. from Pennsylvania State University in 1965.
S. Joon Lee. Dr. Lee has served as a member of our board of directors since
July 2000. Since 1990, Mr. Lee has served as President of Omni Electronics. Dr.
Lee also served as President of Adaptive Logic from 1991 until 1996. Dr. Lee
received his B.S., M.S. and Ph.D. degrees in Electrical Engineering from the
University of Minnesota.
Information Regarding Executive Officers
Peter H. Ingram. Mr. Ingram has served as our Vice President of European
Operations since 1994. From 1989 to 1995, he served as our Director of Wafer
Fab Operations. Mr. Ingram worked with the semiconductor operations of ABB from
1982 until we acquired those operations in 1989. Mr. Ingram received an Honors
degree in Chemistry from the University of Nottingham.
Kevin McDonough. Mr. McDonough has served as our Vice President of U.S.
Operations since 1999. From 1998 to 1999, he served as our Director of Quality
Assurance and Product Engineering, and from 1990 to 1994, he served as our
Director of Operations and Quality Assurance. From 1995 to 1998, Mr. McDonough
served as Manager of Wafer Fab Foundries for Advanced Micro Devices. Mr.
McDonough received his B.S. in Science from the University of California at
Davis and his M.B.A. from Oregon State University.
Information Regarding Key Employees
Andreas Sperner. Mr. Sperner has served as our Vice President, Sales and
Marketing, Europe since 1997. From 1993 to 1997, he served as our Director of
Sales and Marketing. Mr. Sperner received his degree in Engineering from the
Technical College in West Berlin.
Clifford Knudsen. Mr. Knudsen has served as our Vice President of North
American Sales since May 2000. From 1992 to 2000, he served as our Director of
Area Sales. Mr. Knudsen received a B.S. in Electrical Engineering and an M.S.
in Electrical Engineering from the New Jersey Institute of Technology and his
M.B.A. in Marketing from Rutgers University.
Kent Paris. Mr. Paris has served as our Vice President, Sales, Far East and
Canada since June 2000. From 1997 to June 2000, he served as our Director,
Sales, Far East and Canada. From 1993 to 1997, Mr. Paris served as Sales
Manager of Advanced Power Technology. Mr. Paris received his M.B.A. from
Wichita State University.
5
Board Committees and Meetings
During the fiscal year ended March 31, 2001 the Board of Directors held five
(5) meetings and acted by unanimous written consent two (2) times. The Board
has an Audit Committee and a Compensation Committee.
The Audit Committee recommends the Company's independent auditors; reviews
the engagement of the independent auditors; has familiarity with the accounting
and reporting principles and practices applied by the Company in preparing its
financial statements; evaluates, together with the Board, the performance of
the independent auditors; receives written statements from the independent
auditors delineating all relationships between the auditors and the Company
consistent with Independence Standards Board Standard No. 1; discusses with the
independent auditors the results of the annual audit; reviews with management
and the independent auditors the Company's financial statements to be included
in the Company's Annual Report on Form 10-K; assists and interacts with the
independent auditors; evaluates the cooperation received by the independent
auditors during their audit examination; consults with the independent auditors
and discusses with Company management the scope and quality of internal
accounting and financial reporting controls in effect; confers with the
independent auditors and senior management in separate executive sessions;
investigates any matter brought to the attention of the Committee within the
scope of its duties; prepares the report required by the rules of the
Securities and Exchange Commission to be included in the Company's annual proxy
statement; reviews and assesses the adequacy of its charter annually and
recommends any proposed changes to the Board for approval; and performs such
other functions and has such power as may be necessary or convenient in the
efficient and lawful discharge of the foregoing. The Audit Committee is
composed of three (3) non-employee directors: Messrs. Feucht, Kory and Lee. It
met one time during the fiscal year ended March 31, 2001 and did not take any
action by unanimous written consent. All members of the Company's Audit
Committee are independent (as independence is defined in Rule 4200(a)(14) of
the NASD listing standards). The Audit Committee has adopted a written Audit
Committee Charter that is attached hereto as Appendix A.
The Compensation Committee administers the Company's stock options and stock
purchase plans; grants options under the Company's stock option plans;
recommends to the Board the compensation levels for directors, officers,
employees and consultants of the Company; recommends to the Board the type of
compensation to be paid to the directors, officers, employees and consultants
of the Company; reviews on a periodic basis the operation of the Company's
executive compensation programs; performs such other functions and has such
other powers as may be necessary or convenient in the efficient discharge of
the foregoing; and reports to the Board. The Compensation Committee is composed
of three (3) non-employee directors: Messrs. Feucht, Hartmann and Kory. It met
one time during the fiscal year ended March 31, 2001 and did not take any
action by unanimous written consent.
During the fiscal year ended March 31, 2001, each Board member attended 75%
or more of the aggregate of the meetings of the Board and of the committees on
which he served, held during the period for which he was a director or
committee member, respectively.
Report of the Audit Committee of the Board of Directors/1/
The Audit Committee oversees the financial reporting process of the Company
on behalf of the board of directors of the Company. The Company's management
has the primary responsibility for the financial statements and the reporting
process including the systems of internal controls. In fulfilling its oversight
responsibilities, the Audit Committee reviewed with management the audited
financial statements in the Annual Report on Form 10-K for the fiscal year
ended March 31, 2001 and discussed the quality and acceptability of the
accounting principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements.
--------
/1/The material in this report is not "soliciting material," is not deemed
"filed" with the SEC, and is not to be incorporated by reference into any
filing of the Company under the 1933 or 1934 Act, whether made before or after
the date hereof and irrespective of any general incorporation language
contained in such filing.
6
The Audit Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as are required to be discussed
with the Audit Committee under generally accepted auditing standards and the
Statement on Auditing Standards No. 61. In addition, the Audit Committee has
discussed with the independent auditors the auditors' independence from
management and the Company including the matters that the Audit Committee
received in the written disclosures from the independent auditors as required
by the Independence Standards Board.
The Audit Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Audit
Committee held one meeting during fiscal year 2001.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the board of directors (and the board has approved)
that the audited financial statements be included in the Annual Report on Form
10-K for the fiscal year ended March 31, 2001 for filing with the Securities
and Exchange Commission. The Audit Committee and the board of directors have
also recommended, subject to shareholder approval, the selection of the
Company's independent auditors.
Respectfully submitted on October 1, 2001 by the members of the Audit
Committee of the Board of Directors:
Donald Feucht
Samuel Kory
S. Joon Lee
7
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected PricewaterhouseCoopers LLP as the
Company's independent auditors for the fiscal year ending March 31, 2002 and
has further directed that management submit the selection of independent
auditors for ratification by the stockholders at the Annual Meeting.
PricewaterhouseCoopers LLP has audited the Company's financial statements since
its inception in 1985. Representatives of PricewaterhouseCoopers LLP are
expected to be present at the Annual Meeting, will have an opportunity to make
a statement if they so desire and will be available to respond to appropriate
questions.
Stockholder ratification of the selection of PricewaterhouseCoopers LLP as
the Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of
PricewaterhouseCoopers LLP to the stockholders for ratification as a matter of
good corporate practice. If the stockholders fail to ratify the selection, the
Audit Committee and the Board will reconsider whether or not to retain that
firm. Even if the selection is ratified, the Audit Committee and the Board in
their discretion may direct the appointment of different independent auditors
at any time during the year if they determine that such a change would be in
the best interests of the Company and its stockholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting.
Abstentions will be counted toward the tabulation of votes cast on proposals
presented to the stockholders and will have the same effect as negative votes.
Broker non-votes are counted towards a quorum, but are not counted for any
purpose in determining whether this matter has been approved.
AUDIT FEES. For the fiscal year ended March 31, 2001, the aggregate fees
billed by PricewaterhouseCoopers LLP for the audit of the Company's financial
statements for such fiscal year and for the review of the Company's interim
financial statements was $245,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. For the fiscal
year ended March 31, 2001, there were no fees billed by PricewaterhouseCoopers
LLP for information technology consulting.
ALL OTHER FEES. For fiscal year ended March 31, 2001, the aggregate fees
billed by PricewaterhouseCoopers LLP for professional services other than audit
and information technology consulting fees was $373,000.
The Audit Committee has determined the rendering of the information
technology consulting services and all other non-audit services by
PricewaterhouseCoopers LLP is compatible with maintaining the auditor's
independence.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
8
Security Ownership Of Certain Beneficial Owners And Management
The following table sets forth information regarding the beneficial
ownership of our common stock as of September 1, 2001 with respect to:
. each person or group of affiliated persons known to us to own beneficially
more than 5% of the outstanding shares of common stock;
. each of our directors;
. each of the executive officers named in the summary compensation table;
and
. all directors and executive officers as a group.
Beneficial ownership of shares is determined under the rules of the
Securities and Exchange Commission and generally includes any shares over which
a person exercises sole or shared voting or investment power. This table is
based upon information supplied by officers, directors and principal
stockholders and Schedules 13D and 13G filed with the Securities and Exchange
Commission. Except as indicated by footnote, and subject to applicable
community property laws, each person identified in the table possesses sole
voting and investment power with respect to all shares of common stock held by
them. Shares of common stock subject to options currently exercisable or
exercisable within 60 days of September 1, 2001 and not subject to repurchase
as of that date, are deemed outstanding for calculating the percentage of
outstanding shares of the person holding these options, but are not deemed
outstanding for calculating the percentage of any other person. Applicable
percentage ownership on the following table is based on 26,729,397 shares of
common stock outstanding as of September 1, 2001.
Number of Percentage
Beneficial Owner Shares Ownership
---------------- --------- ----------
Entities Affiliated with ABB (1).................................. 8,173,303 30.6%
Gottlieb-Daimler
Strasse 8
68165 Mannheim
Germany
Nathan Zommer (2)................................................. 7,165,381 26.3
3540 Bassett Street
Santa Clara, Ca 95054
Arnold P. Agbayani (3)............................................ 632,362 2.4
Peter H. Ingram (4)............................................... 486,030 1.8
Kevin McDonough (5)............................................... 99,512 *
Donald L. Feucht (6).............................................. 4,500 *
Andreas Hartmann (7).............................................. 0 *
Samuel Kory (6)................................................... 10,650 *
S. Joon Lee (6)................................................... 4,500 *
All directors and executive officers as a group (8 persons) (8)... 8,402,236 30.5
--------
* Represents less than 1%.
(1) Includes 7,393,763 shares held by ABB and 779,540 shares held by ASEA Brown
Boveri Inc. Mr. Hartmann is a Vice President of ABB. Mr. Hartmann disclaims
beneficial ownership of the ABB Shares and does not have voting or
investment power with respect to the ABB Shares.
(2) Includes an aggregate of 5,200 shares held in trusts for Dr. Zommer's
children. Also includes 473,871 shares Dr. Zommer has the right to acquire
pursuant to options exercisable within 60 days of September 1, 2001.
(3) Includes 108,616 shares Mr. Agbayani has the right to acquire pursuant to
options exercisable within 60 days of September 1, 2001.
9
(4) Includes 118,876 shares Mr. Ingram has the right to acquire pursuant to
options exercisable within 60 days of September 1, 2001.
(5) Includes 97,805 shares Mr. McDonough has the right to acquire pursuant to
options exercisable within 60 days of September 1, 2001.
(6) Represents shares the individual has the right to acquire pursuant to
options exercisable within 60 days of September 1, 2001.
(7) Mr. Hartmann is a Vice President of ABB. Mr. Hartmann disclaims beneficial
ownership of the ABB Shares and does not have voting or investment power
with respect to the ABB Shares.
(8) See footnotes 2 through 7 above.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file with the SEC initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended March 31, 2001, all Section
16(a) filing requirements applicable to its officers, directors and greater
than ten percent beneficial owners were complied with.
10
Executive Compensation
Compensation of Directors
Each director receives $1,000 for each meeting of the board he attends and
$500 for each committee meeting he attends if it is not conducted within 48
hours of a board meeting. Additionally, directors are reimbursed for certain
expenses in connection with attendance at our board and committee meetings and
are reimbursed for expenses incurred in preparing their personal income tax
returns and estate planning matters. Our 2000 Non-Employee Directors' Equity
Incentive Plan, effective during fiscal year 2001, provides for the grant of
options to non-employee directors pursuant to a discretionary grant mechanism
administered by our board. These options vest over a period of time, to be
determined in each case by our board, so long as the optionee remains a
non-employee director. Each director currently receives an option to acquire
30,000 shares upon becoming a member of our board of directors. Each director
may also receive a loan from us for up to $100,000, payable in three years from
the date of issuance, for use in exercising his options or paying taxes in
connection with such exercise of options.
Compensation of Executive Officers
Summary of Compensation
The following table sets forth certain compensation awarded or paid by us
during the fiscal years ended March 31, 2001, March 31, 2000 and March 31, 1999
to our President and Chief Executive Officer and our other executive officers
who earned more than $100,000 during fiscal year 2001. These people are
referred to in this report as our named executive officers.
Summary Compensation Table
Securities
Other Annual Underlying All Other
Name and Principal Position Year Salary Bonus($)(1) Compensation($)(2) Options(#) Compensation($)
--------------------------- ---- ------- ----------- ------------------ ---------- ---------------
Nathan Zommer.................. 2001 285,000 214,000 16,038 20,000 2,100
President and 2000 375,420(3) 124,300 15,605 240,000 2,110(4)
Chief Executive Officer 1999 200,004 257,700 16,597 31,300 11,607(5)
Arnold P. Agbayani............. 2001 160,000 118,000 15,583 10,000 4,330(6)
Vice President, 2000 189,190(3) 48,000 12,693 20,000 2,830(4)
Finance and Administration, 1999 128,004 171,600 15,238 17,400 10,229(7)
Chief Financial Officer and
Secretary
Peter H. Ingram................ 2001 161,466 22,240 4,560 -- --
Vice President, 2000 154,578 19,294 1,752 90,000 --
European Operations 1999 153,961 25,851 6,893 12,200 --
Kevin McDonough................ 2001 127,000 15,000 7,200 -- --
Vice President, 2000 120,346 3,000 -- 120,000 --
U.S. Operations 1999 110,822 3,000 -- 4,300 --
--------
(1) Represents annual bonus earned for performance in the specified fiscal
year.
(2) Represents car allowance.
(3) Includes retroactive payments made during fiscal year 2000 attributable to
base salary increases in fiscal year 1999.
(4) Represents premiums paid for group term life insurance.
(5) Includes $2,110 premiums paid for group term life insurance and $9,497 tax
gross-up paid by us.
(6) Includes $2,830 premiums paid for group term life insurance and $1,500 for
tax planning and preparation paid by us.
(7) Includes $2,830 premiums paid for group term life insurance and $7,399 tax
gross-up paid by us.
11
Option Grants In Last Fiscal Year
Potential Realizable
% of Value at Assumed
# of Total Exercise Annual Rates of Stock
Securities Options Price Price Appreciation for
Underlying Granted Per Term (3)
Options in Fiscal Share Expiration ----------------------
Name Granted Year (1) ($) (2) Date 5% 10%
---- ---------- --------- -------- ---------- -------- --------
Nathan Zommer............................ 20,000 17.8 20.90 12/11/10 $263,340 $664,620
President and Chief Executive Officer
Arnold P. Agbayani....................... 10,000 8.9 19.00 12/11/10 $119,700 $302,100
Senior Vice President,
Finance and Administration,
Chief Financial Officer and Secretary
Peter H. Ingram.......................... -- -- -- -- -- --
Vice President, European Operations
Kevin McDonough.......................... -- -- -- -- -- --
Vice President, U.S. Operations
--------
(1) Based on an aggregate of 112,300 options granted to employees and
consultants of our company in fiscal year 2001 including the named
executive officers.
(2) Exercise prices are equal to the closing price of our common stock on the
Nasdaq National Market on the date of grant, except Mr. Zommer's option was
priced 10% above such closing price.
(3) The potential realizable value is calculated based on the term of the
option at its time of grant (10) years and is calculated by assuming that
the stock price on the date of grant appreciates at the indicated annual
rate compounded annually for the entire term of the option and that the
option is exercised and sold on the last day of its term for the
appreciated price. The 5% and 10% assumed rates of appreciation are derived
from the rules of the Securities and Exchange Commission and do not
represent our estimate or projection of the future price of our common
stock.
12
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table sets forth information with respect to the number of
securities underlying unexercised options held by the named executive officers
as of March 31, 2001 and the value of unexercised in-the-money options as of
March 31, 2001.
Number of Securities
Number Underlying Unexercised Value of Unexercised In-
of Shares Options at The-Money Options at
Acquired March 31, 2001(#) March 31, 2001($)(2)
- on Value ------------------------- -------------------------
Name Exercise Realized($)(1) Exercisable Unexercisable Exercisable Unexercisable
---- --------- -------------- ----------- ------------- ----------- -------------
Nathan Zommer...................... 17,352 298,003 377,916 363,300 4,836,867 4,622,110
President and
Chief Executive Officer
Arnold P. Agbayani................. 114 1,790 95,026 53,400 1,218,238 599,198
Senior Vice President,
Finance and Administration,
Chief Financial Officer and
Secretary
Peter H. Ingram.................... 9,832 58,908 81,276 153,200 1,046,158 1,940,484
Vice President,
European Operations
Kevin McDonough.................... -- -- 54,300 194,300 703,751 2,433,451
Vice President, U.S. Operations
--------
(1) The value realized is based on the fair market value of our common stock on
the date of exercise minus the exercise price.
(2) The valuations are based on the fair market value of our common stock on
March 30, 2001 of $15.75 minus the exercise price of the options.
13
Employment Agreements
We entered into an employment agreement, dated as of January 1, 1995, with
Dr. Nathan Zommer, our Chief Executive Officer. The agreement provides for,
among other things, salaries, bonuses and car allowances as determined by our
board of directors. Under the terms of the agreement, we agree to maintain term
life insurance in the amount of $1,000,000. In addition, the agreement provides
that if we terminate Dr. Zommer's employment without cause, Dr. Zommer shall be
entitled to receive as severance his monthly salary, incremented one month per
year of service to us, to a maximum of twelve months. The agreement also
provides Dr. Zommer with a paid annual physical exam and the limited services
of a financial advisor.
The agreement was amended on July 1, 1998 to extend its term to January 31,
2004. In the amended agreement, Dr. Zommer's annual bonus is 40% of his base
salary, which was increased to $285,000. In addition, he is eligible for an
incentive bonus of three times his base annual salary in the event of certain
transactions significantly affecting us, including a reorganization,
consolidation, merger and sale of our stock or assets. If his employment
terminates within a year after a change of control event, Dr. Zommer is
entitled to receive severance equal to three times his average annual
compensation, continued benefits for 18 months and accelerated vesting of all
option shares.
We entered into an employment agreement, dated as of January 1, 1995, with
Mr. Arnold P. Agbayani, our Chief Financial Officer. The agreement provides
for, among other things, salaries, bonuses and car allowances as determined by
our board of directors. Under the terms of the agreement, we agree to maintain
term life insurance in the amount of $1,000,000. In addition, the agreement
provides that if we terminate Mr. Agbayani's employment without cause, Mr.
Agbayani shall be entitled to receive as severance his monthly salary,
incremented one month per year of service to us, to a maximum of twelve months.
The agreement also provides Mr. Agbayani with a paid annual physical exam and
the limited services of a financial advisor.
The agreement was amended on July 1, 1998 to extend its term to January 31,
2004. In the amended agreement, Mr. Agbayani's annual bonus is 30% of his base
salary, which was increased to $160,000. In addition, he is eligible for an
incentive bonus of three times his annual base salary in the event of certain
transactions significantly affecting us, including a reorganization,
consolidation, merger and sale of our stock or assets. If his employment
terminates within a year after a change of control event, Mr. Agbayani is
entitled to receive severance equal to three times his average annual
compensation, continued benefits for 18 months and accelerated vesting of all
option shares.
14
Report of the Compensation Committee of the Board of Directors on Executive
Compensation/2/
The Compensation Committee is currently composed of three (3) non-employee
directors: Messrs. Feucht, Kory and Hartmann. The Committee is responsible for
overseeing the Company's compensation programs for all employees, including
executives.
Compensation Philosophy
The goals of the compensation program are to align compensation with
business objectives and performance and to enable the Company to attract and
retain the highest quality executive officers and other key employees, reward
them for the Company's progress and motivate them to enhance long-term
stockholder value. Key elements of this philosophy are as follows:
. The Company pays competitively with comparable semiconductor companies,
both inside and outside its industry, with which the Company competes for
talent. The Company compares its pay practices with these companies and
sets its pay parameters based on this review.
. The Company maintains long-term incentive opportunities sufficient to
provide motivation to achieve specific operating goals and to generate
rewards that bring total compensation to competitive levels.
. The Company provides equity-based incentives for executives and other key
employees to ensure that they are motivated over the long term to respond
to the Company's business challenges and opportunities as owners and not
just as employees.
Base Salary. The Committee annually reviews Dr. Zommer's and Mr. Agbayani's
base salary; the remaining executive officers' salaries are reviewed by the
Chief Executive Officer. When reviewing base salaries, the Committee considers
individual and corporate performance, levels of responsibility, prior
experience, breadth of knowledge and competitive pay practices. Base salaries
for executive officers as a whole were increased by 1.9% in fiscal year 2001.
Long-Term Incentives. The Company's long-term incentive program consists of
the 1999 Equity Incentive Plan and the 1999 Employee Stock Purchase Plan.
Previously, the Company also issued shares to certain key officers of the
Company under the 1994 Stock Option Plan. Through option grants, executives and
employees receive equity incentives to build long-term stockholder value.
Grants are made at least 100% of fair market value on the date of grant.
Executives receive value from these grants only if the Company's Common Stock
appreciates over the long-term. The size of the option grants is determined at
the discretion of the Board of Directors. The Board awarded grants in order to
provide significant links between executive compensation and stockholder
interests.
Cash Bonus. The Company pays cash bonuses to executive officers based on
their performance in accordance with personal objectives set for each executive
officer with respect to the fiscal year. While the objectives vary based on the
officer's area of responsibility, they are established with the goal of
incentivizing performance consistent with the overall corporate goals of
promoting revenue growth and profitability. Notwithstanding the foregoing, the
amount and criteria for Dr. Zommer's and Mr. Agbayani's cash bonuses are set
forth in their respective employment agreements.
--------
/2/ The material in this report is not "soliciting material," is not deemed
"filed" with the SEC, and is not to be incorporated by reference into any
filing of the Company under the 1933 Act or 1934 Act, whether made before or
after the date hereof and irrespective of any general incorporation language
contained in such filing.
15
Corporate Performance and Chief Executive Officer Compensation
Dr. Zommer's base salary during fiscal year 2001 as President and Chief
Executive Officer was $285,000. Dr. Zommer's fiscal year 2001 base salary was
based largely on fiscal 2000 performance. In fiscal year 2000, the Company
achieved several key objectives, including the growth in Company revenues in
fiscal year 2000 over fiscal year 1999 of 15.2%. The bonus Dr. Zommer received
during fiscal year 2001 was $214,000. Dr. Zommer's fiscal year 2001 cash bonus
was paid pursuant to his amended employment agreement described in this proxy
statement under the caption "Employment Agreements." In fiscal year 2001, Dr.
Zommer received an additional stock option grant for 20,000 shares of Common
Stock. The amount of the option grant was consistent with competitive
practices. The option was granted as an incentive for future performance, in
light of the fact that most of Dr. Zommer's current equity incentives are fully
vested.
Limitation on Deduction of Compensation Paid to Certain Executive Officers
Section 162(m) of the Code limits the Company to a deduction for federal
income tax purposes of no more than $1 million of compensation paid to certain
Named Executive Officers in a taxable year. Compensation above $1 million may
be deducted if it is "performance-based compensation" within the meaning of the
Code.
The statute containing this law and the applicable proposed Treasury
regulations offer a number of transitional exceptions to this deduction limit
for pre-existing compensation plans, arrangements and binding contracts. As a
result, the Compensation Committee believes that at the present time it is
quite unlikely that the compensation paid to any Named Executive Officer in a
taxable year which is subject to the deduction limit will exceed $1 million.
Therefore, the Compensation Committee has not yet established a policy for
determining which forms of incentive compensation awarded to its named
executive officers shall be designed to qualify as "performance-based
compensation."
Conclusion
Through the plans described above, a significant portion of the Company's
executive compensation program, including Dr. Zommer's compensation, is
contingent on Company performance, and realization of benefits is closely
linked to increases in long-term stockholder value. The Company remains
committed to this philosophy of pay for performance, recognizing that the
competitive market for talented executives and the volatility of the Company's
business may result in highly variable compensation for a particular time
period.
Respectfully submitted on October 1, 2001 by the members of the Compensation
Committee of the Board of Directors:
Donald Feucht
Samuel Kory
Andreas Hartmann
Compensation Committee Interlocks and Insider Participation
The Securities and Exchange Commission requires disclosure where an
executive officer of a company served or serves as a director or on the
compensation committee of another entity and an executive officer of such other
entity served or serves as a director or on our compensation committee. We do
not have any such interlocks. Decisions as to executive compensation are made
by the Compensation Committee. During fiscal year 2001, the Compensation
Committee was comprised entirely of non-employee directors.
16
Performance Measurement Comparison/3/
The following graph shows the total stockholder return of an investment of
$100 in cash for the period from March 31, 1996 through March 31, 2001 for (i)
the Company's Common Stock, (ii) the NASDAQ National Market and (iii) the
Standards & Poor's Electronics (Semiconductor) Index. All values assume
reinvestment of the full amount of all dividends and are calculated as of March
31 of each year. Historical stock price performance should not be relied upon
as indicative of future stock price performance.
Indexed Stock Price Comparison (March 31, 1996 through March 31, 2001)
[PERFORMANCE GRAPH APPEARS HERRE]
Cumulative Total Return
-------------------------------------------------
3/96 3/97 3/98 9/98 3/99 3/00 3/01
------ ------ ------ ------ ------ ------ ------
IXYS Corporation..................... 100.00 19.39 2.88 9.23* 2.82 13.91 32.31
Nasdaq National Market (U.S.)........ 100.00 111.14 168.46 156.18 227.60 423.34 169.30
S & P Electronics (Semiconductors)... 100.00 212.23 231.75 242.38 350.97 867.43 233.49
--------
* In September 1998, Paradigm Technology, Inc. and IXYS merged, creating the
combined company IXYS Corporation. Prior to September 1998, the Company
traded under the symbol "PRDM" as Paradigm Technology, Inc.
/3/ This Section is not "soliciting material," is not deemed "filed" with the
SEC and is not to be incorporated by reference in any filing of the Company
under the 1933 Act or the 1934 Act whether made before or after the date
hereof and irrespective of any general incorporation language in any such
filing.
17
Certain Relationships and Related Transactions
On September 14, 1995, our board of directors authorized stock grants, made
pursuant to certain stock purchase agreements, to Dr. Zommer and Messrs.
Agbayani and Ingram and Mr. Richard Fassler, the former Vice President, Sales
and Marketing, who left the Company in January 2000. In connection with these
stock grants, an aggregate of 7,410,134 shares of our common stock were granted
to these individuals. The shares were paid for with recourse promissory notes
in an aggregate principal amount of $832,716 and are currently fully vested.
Messrs. Fassler and Ingram have paid their promissory notes in full. The note
terms provide that between September 15, 2003 and September 15, 2005, quarterly
installments of principal and accrued interest are due, and all principal of
the notes, plus accrued interest, is due and payable September 15, 2005. The
notes bear interest at a rate of 6.25% per annum compounded annually. In the
event Dr. Zommer or Mr. Agbayani sells shares of our common stock currently
held by him, a mandatory prepayment in an amount equal to 30.0% of the net sale
proceeds is due from him. In the event of termination of employment, any unpaid
principal and interest become due and payable. In the event of a change of
control, as defined in the notes, the notes mature within 12 months, provided
the change in control occurs before September 15, 2004.
In November 1996, we loaned approximately $75,000 to Dr. Zommer, in exchange
for a promissory note bearing a simple interest rate of 8.25% per annum. The
principal amount of the loan, plus any interest thereon, is due and payable no
later than November 16, 2001. In the event of Dr. Zommer's voluntary
termination or his termination for cause, the loan will be due and payable one
year from the date of his termination.
ABB is a principal stockholder of our company. In fiscal year 2001, we
generated revenues of $707,000 from sales of products to ABB and to ABB's
affiliates for use as components in their products.
We have entered into indemnity agreements with our executive officers and
directors containing provisions that may require us, among other things, to
indemnify them against certain liabilities that may arise by reason of their
status or services as officers or directors.
Other Matters
The Board of Directors knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance with their best
judgment.
By Order of the Board of Directors
/s/ Arnold P. Agbayani
Arnold P. Agbayani
Secretary
October 1, 2001
A copy of the Company's Annual Report to the Securities and Exchange
Commission on Form 10-K for the fiscal year ended March 31, 2001 accompanies
this Proxy Statement. Further copies are also available without charge upon
written request to: Corporate Secretary, IXYS Corporation, 3540 Bassett Street,
Santa Clara, CA 95054. Copies may also be obtained without charge through the
SEC World Wide Web site at http://www.sec.gov.
18
APPENDIX A
IXYS CORPORATION
AMENDED AND RESTATED
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
Purpose and Policy:
The purpose of the Audit Committee (the "Committee") of the Board of
Directors (the "Board") of IXYS Corporation, a Delaware corporation (the
"Company"), shall be to make such examinations as are necessary to monitor the
corporate financial reporting and the internal and external audits of the
Company, to provide the Board with the results of its examinations and
recommendations derived therefrom, to outline to the Board improvements made,
or to be made, in internal accounting controls, to recommend the independent
auditors, and to provide such additional information and materials as it may
deem necessary to make the Board aware of significant financial matters that
require the Board's attention. The policy of the Audit Committee, in
discharging these obligations, shall be to maintain and foster an open avenue
of communication between the Audit Committee and the independent auditors, the
Company's financial management and internal auditors.
Composition:
The Committee shall be comprised of a minimum of three directors. The
members of the Committee will be appointed by, and serve at, the discretion of
the Board, and shall satisfy the independence and experience requirements of
The Nasdaq Stock Market.
Functions and Authority:
In fulfilling is responsibilities, the Committee believes that its functions
and procedures should remain flexible in order to address changing conditions
most effectively. The Committee shall have the full power and authority to
carry out the following responsibilities:
1. To recommend annually to the Board of Directors the firm of certified
public accountants to be employed by the Company as its independent
auditors for the ensuing year, which firm is ultimately accountable to
the Committee and the Board, as representatives of the Company's
stockholders.
2. To review the engagement of the independent auditors, including the
scope, extent and procedures of the audit and the compensation to be
paid therefore, and all other matters the Committee deems appropriate.
3. To have familiarity, through the individual efforts of its members, with
the accounting and reporting principles and practices applied by the
Company in preparing its financial statements, including, without
limitation, the policies for recognition of revenues in financial
statements.
4. To evaluate, together with the Board, the performance of the independent
auditors and, if so determined by the Committee, to recommend that the
Board replace the independent auditors.
5. To receive written statements from the independent auditors delineating
all relationships between the auditors and the Company consistent with
Independence Standards Board Standard No. 1, to consider and discuss
with the auditors any disclosed relationships or services that could
affect the auditors' objectivity and independence and otherwise to take,
and if so determined by the Committee, to recommend that the Board take,
appropriate action to oversee the independence of the auditors.
6. To discuss with the independent auditors the results of the annual
audit, including the auditors' assessment of the quality, not just
acceptability, of accounting principles, the reasonableness of
significant judgments, the nature of significant risks and exposures,
the adequacy of the disclosures inthe financial statements and any other
matters required to be communicated to the Committee by the independent
auditors under generally accepted accounting standards.
A-1
7. To review with management and the independent auditors, upon completion
of their audit, the Company's financial statements to be included in the
Company's Annual Report on Form 10-K.
8. To assist and interact with the independent auditors in order that they
may carry out their duties in the most efficient and cost effective
manner.
9. To evaluate the cooperation received by the independent auditors during
their audit examination, including their access to all requested
records, data and information.
10. To consult with the independent auditors and discuss with Company
management the scope and quality of internal accounting and financial
reporting controls in effect.
11. To confer with the independent auditors and senior management in
separate executive sessions to discuss any matters that the Committee,
the independent auditors or senior management believe should be
discussed privately with the Committee.
12. To investigate any matter brought to the attention of the Committee
within the scope of its duties, with the power to retain outside counsel
and a separate accounting firm for this purpose if, in the judgment of
the Committee, such investigation or retention is necessary or
appropriate.
13. To prepare the report required by the rules of the Securities and
Exchange Commission to be included in the Company's annual proxy
statement
14. To review and assess the adequacy of this charter annually and recommend
any proposed changes to the Board for approval.
15. To perform such other functions and have such power as may be necessary
or convenient in the efficient and lawful discharge of the foregoing.
Meetings and Operation:
The Committee will hold at least one regular meeting per year and additional
meetings as the Committee deems appropriate. The operation of the Committee
shall be subject to the provisions of the Bylaws of the Company, as in effect
from time to time, and to Section 141 of the Delaware General Corporation Law.
Minutes and Reports:
Minutes of each meeting shall be kept and distributed to each member of the
Committee, members of the Board who are not members of the Committee and the
Secretary of the Company. The Committee shall report to the Board from time to
time, or whenever so requested by the Board.
The Audit Committee has the responsibilities and powers set forth in this
charter, but does not have responsibility to prepare the financial statements,
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles, or to plan
or conduct audits. Management has the responsibility for preparing the
financial statements, implementing internal controls and determining that the
financial statements are in accordance with generally accepted accounting
principles. The independent auditors have the responsibility for planning and
conducting audits of the financial statements and monitoring the effectiveness
of the internal controls. The review of the financial statements by the Audit
Committee is not of the same quality as any audit performed by the independent
auditors. The Audit Committee does not have a duty to conduct investigations,
to resolve disagreements, if any, between management and the independent
auditors or to assure compliance with laws, regulations or the Company's
bylaws.
A-2
PROXY
IXYS CORPORATION
3540 BASSETT STREET
SANTA CLARA, CALIFORNIA 95054
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Nathan Zommer and Arnold P. Agbayani or
either of them, and each with the power of substitution, and hereby authorizes
them to represent and to vote, as designed on the reverse side, all shares of
common stock of IXYS Corporation (the "Company") held of record by the
undersigned on September 20, 2001 at the Annual Meeting of Stockholders to be
held on November 16, 2001 and any adjournments thereof.
THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED, IF NO DIRECTION
IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED FOR
SUCH PROPOSAL.
PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
--------------------------------------------------------------------------------
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Dear Stockholder:
Please take note of the important information enclosed with this Proxy.
There are a number of issues related to the operation of the Company that
require your immediate attention.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on the proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your prompt consideration of
these matters.
Sincerely,
IXYS Corporation
Please mark your votes as indicated in this example [X]
1. ELECTION OF DIRECTORS
01 Andreas Hartmann,
02 Samuel Kory,
03 Arnold P. Agbayani,
04 Nathan Zommer,
05 S. Joon Lee and
06 Donald Feucht
INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list above.
FOR all nominees listed (except as marked to the contrary) [_]
WITHHOLD AUTHORITY to vote for all nominees listed [_]
2. To approve the Appointment of PricewaterhouseCoopers LLP as Independent
Auditors of the Company for its Fiscal Year Ending March 31,2002.
Management Recommends a Vote for Proposal Number 2.
FOR [_] AGAINST [_] ABSTAIN [_]
3. In their discretion, the proxies are authorized to vote upon any other
business that may properly come before the meeting.
FOR [_] AGAINST [_] ABSTAIN [_]
Signature: _________________________________________ Date: ____________________
Signature: _________________________________________ Date: ____________________
Please sign exactly as name appears hereon. Joint owners should each sign.
Executors, administrators, trustees, guardians or together fiduciaries should
give full title as such. If signing for a corporation, please sign in full
corporate name by a duly authorized officer.
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