-----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, OPCrQCVTvlORuA0VI4HEmut/VvJyr6eRw9H3S4Hf5eg8YNjMbYVrZeEcz4sIG0Wd xi8HvgUeWPFdg5g6NXFBOQ== 0001157523-07-002406.txt : 20070306 0001157523-07-002406.hdr.sgml : 20070306 20070306152242 ACCESSION NUMBER: 0001157523-07-002406 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070228 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20070306 DATE AS OF CHANGE: 20070306 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: 07674616 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 a5349372.txt IXYS CORPORATION 8-K 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 Date of Report: February 28, 2007 (Date of earliest event reported) IXYS CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-26124 77-0140882 (State or other jurisdiction of (Commission File No.) (IRS Employer incorporation) Identification No.) 3540 Bassett Street Santa Clara, CA 95054 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (408) 982-0700 Not Applicable (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: [] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. (b) The Company notified Nasdaq on March 5, 2007 that, due to the resignation of Kenneth D. Wong from his position as a director and as a member of the Audit Committee (as disclosed in Item 5.02 hereof), the Company is not currently in compliance with Rule 4350(d)(2). That rule requires the Company to have an Audit Committee consisting of three independent directors. There are currently two independent directors on the Audit Committee and one vacancy. Pursuant to Nasdaq Rule 4350(d)(4)(B), the Company has until the earlier of (i) the next annual shareholders meeting (or September 1, 2007, if later) or (ii) March 5, 2008, which is one year from the occurrence of the event that caused the failure to comply with this requirement, to regain compliance with the rule. As noted in Item 5.02 hereof, the Company is currently searching for a new independent Board member who would, among other things, have financial fluency and be willing to serve on the Audit Committee. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) On February 28, 2007, Director Kenneth D. Wong orally notified the Company of his intention to resign from the Board of Directors. On March 5, 2007, the Company received Mr. Wong's written resignation, which was effective on March 5, 2007. In his written resignation, Mr. Wong indicated that he is resigning due to advice from Nasdaq that the consummation of the pending real estate transaction between the Company and an affiliate of his firm, Menlo Equities LLC, pursuant to the agreement disclosed in the Form 8-K filed on February 6, 2007, would cause him to lose his independence. His resignation leaves the Board of Directors with three independent directors and two directors who are not independent. Mr. Wong was a member of the Audit Committee. His resignation leaves a vacancy on that committee, which now consists of only two independent directors, Donald L. Feucht and David L. Millstein. The Company is currently searching for a new independent Board member who would, among other things, have financial fluency and be willing to serve on the Audit Committee. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IXYS CORPORATION By: /s/ Uzi Sasson ------------------------------------------- Uzi Sasson Vice President of Finance and Chief Financial Officer (Principal Financial Officer) Date: March 6, 2007 3 -----END PRIVACY-ENHANCED MESSAGE-----