8-K 1 a5350842.txt IXYS CORPORATION 8K 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: March 7, 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 (Commission File No.) (IRS Employer of 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)) Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As reported in the Form 8-K filed March 6, 2007, 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, the Company was not in compliance with Nasdaq Rule 4350(d)(2). That rule requires the Company to have an Audit Committee consisting of three independent directors. Following Mr. Wong's resignation, there were two independent directors on the Audit Committee and one vacancy. On March 7, 2007, the Board of Directors approved by unanimous written consent the appointment of independent director Samuel Kory to fill the vacancy on the Audit Committee, with such appointment to be effective March 8, 2007. Mr. Kory has served on the Audit Committee in the past and is qualified to serve under Securities and Exchange Commission rules and Nasdaq rules. Accordingly, as of March 8, 2007, the Company will be in compliance with the rules regarding composition of the Audit Committee. 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 7, 2007