8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D. C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report:February 5, 2009(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 incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1590 Buckeye Drive

Milpitas, California 95035

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 457-9000

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 2.02     Results of Operations and Financial Conditions.

The following information is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On February 5, 2009, IXYS issued a press release.  The text of IXYS’s press release is attached hereto as Exhibit 99.1.

Item 9.01     Financial Statements and Exhibits

(c) Exhibits

The following exhibit is furnished (not filed) herewith:

Exhibit Number	Description
99.1	Text of press release issued by IXYS Corporation, dated February 5, 2009.

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 thereunto duly authorized.

		IXYS CORPORATION
		By: /s/ Uzi Sasson
		Uzi Sasson, Chief Operating Officer and
		Chief Financial Officer (Principal
		Financial Officer)
Date:	February 5, 2009

EX-99.1

Exhibit 99.1

IXYS Corporation Announces December Quarter Results

MILPITAS, Calif. & BIEL, Switzerland--(BUSINESS WIRE)--February 5, 2009--IXYS Corporation (NASDAQ:IXYS), an international power semiconductor company, today reported net revenues of $58.3 million for the third fiscal quarter ended December 31, 2008 as compared with net revenues of $73.1 million for the same period in the prior fiscal year.

For the nine months ended December 31, 2008, IXYS reported net revenues of $215.3 million, as compared with net revenues of $225.2 million for the same period in the prior fiscal year.

"The December 2008 quarter proved challenging, as we faced a global economic slowdown. Keenly aware of constrained credit markets and recessionary environments, IXYS took proactive steps to adjust its plants and workforce. This resulted in a profitable quarter from operations, excluding the one-time charges. We continued our robust new product introductions and saw growth in some of our higher margin products,” stated Dr. Nathan Zommer, Chairman and CEO of IXYS.

Gross profit was $12.7 million, or 21.7% of net revenues, for the quarter ended December 31, 2008 as compared to gross profit of $20.8 million, or 28.4% of net revenues, for the same quarter in the prior fiscal year. Gross profit for the nine months ended December 31, 2008 was $61.2 million, or 28.4% of net revenues, as compared to a gross profit of $63.1 million, or 28.0% of net revenues, for the same period in the prior fiscal year.

Net loss for the quarter ended December 31, 2008 was $4.0 million, or $0.13 loss per diluted share, as compared to net income of $2.2 million, or $0.07 income per diluted share, for the same quarter in the prior fiscal year. Net income for the nine months ended December 31, 2008 was $7.6 million, or $0.23 per diluted share, as compared to net income of $13.2 million, or $0.39 per diluted share, for the same period in the prior fiscal year.

The results for the quarter ended December 31, 2008 included pre-tax adjustments of $3.7 million ($3.0 million, after tax effects) for impairment of goodwill related to the Clare acquisition and $3.0 million ($1.9 million, after tax effects) for inventory write-downs, which are in the nature of one-time events. Excluding the impact of these one-time adjustments, net income for the quarter ended December 31, 2008 would have been $940,000, or $0.03 per share, diluted, as compared to what was a net income of $2.2 million, or $0.07 per diluted share, for the same quarter in the prior fiscal year.

“Dictated by generally accepted accounting principles, management concluded that the $3.7 million goodwill remaining from the Clare acquisition was impaired, therefore it was written off. Furthermore, we examined our inventory. Applying generally accepted accounting principles, we took an additional one-time charge in the quarter of about $3.0 million to recognize inventory exposure. Except for these one-time charges, our net income would have been $940,000 or $0.03 per diluted share,” stated Uzi Sasson, COO and CFO.

Mr Sasson continued, “Due to global economic declines, some of our customers tapered back on purchase orders and delayed previously scheduled deliveries. In the face of on-going market volatility, we expect revenues in the March 2009 quarter to be relatively flat, as compared to the December 2008 quarter.”

About IXYS Corporation

Since its founding in Silicon Valley, IXYS Corporation has been developing power semiconductor technology-driven products to improve power conversion efficiency, generate clean energy, improve automation and provide advance products for the transportation, medical and telecommunication industries. IXYS is a worldwide pioneer in the development of power MOSFETs, IGBTs, Solid State Relays, GaAs based RF FETs and amplifiers and high voltage integrated circuits (HVIC) that are key to reducing the world’s dependence on fossil fuels. IXYS has provided its array of products to the renewable energy market since 1996 - products that enabled high efficiency wind energy generation and high efficiency solar photovoltaic electricity generation.

Non-GAAP Financial Information

Included above and within the attached schedules are certain non-GAAP financial figures. Management believes non-GAAP net income and non-GAAP net income per share are useful measures of operating performance because they exclude the impact of the write-off for the impairment of goodwill and the impact of various adjustments to inventory, which are in the nature of one-time events. However, these non-GAAP measures should be considered in addition to, not as a substitute for, or superior to net income and net income per share, or other financial measures prepared in accordance with GAAP.

Safe Harbor Statement

The foregoing press release contains forward-looking statements, including those related to market volatility and our expectations for revenues in the March 2009 quarter. Actual results may vary materially from those contained in the forward-looking statements, due to changes in customer delivery schedules, the cancellation of orders, an unanticipated decline in our business and disruptions in our production caused by our vendors, among other things. Further information on other factors that could affect IXYS is detailed and included in IXYS’ Form 10-Q for the fiscal quarter ended September 30, 2008, as filed with the Securities and Exchange Commission. IXYS undertakes no obligation to publicly release the results of any revisions to these forward-looking statements.

IXYS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
						Dec. 31,			Mar. 31,
						2008			2008
		ASSETS
Current assets:
Cash and cash equivalents						$	54,141		$	57,234
Accounts receivable, net							36,264			50,270
Other receivables							1,569			2,282
Inventories, net							91,394			86,516
Prepaid expenses and other current assets							3,358			4,133
Deferred income taxes							6,766			7,578
	Total current assets						193,492			208,013
Plant and equipment, net							56,519			58,033
Other assets							10,746			14,238
Deferred income taxes							12,473			13,546
	Total assets					$	273,230		$	293,830
	LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of capitalized lease obligations						$	4,200		$	4,890
Current portion of notes payable to bank							1,513			1,286
Accounts payable							15,414			21,489
Accrued expenses and other current liabilities							18,007			17,956
	Total current liabilities						39,134			45,621
Capitalized lease and other long term obligations, net of current portion							28,828			30,752
Pension liabilities							13,966			17,228
	Total liabilities						81,928			93,601
Common stock							360			354
Additional paid-in capital							130,233			132,125
Retained earnings							54,894			50,494
Accumulated other comprehensive income							5,815			17,256
	Stockholders' equity						191,302			200,229
	Total liabilities and stockholders' equity					$	273,230		$	293,830
IXYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
			Three Months Ended						Nine Months Ended
			Dec. 31			Dec. 31			Dec. 31		Dec. 31
				2008			2007			2008		2007
Net revenues			$	58,337		$	73,136		$	215,308	$	225,202
Cost of goods sold				45,683			52,381			154,095		162,054
	Gross profit			12,654			20,755			61,213		63,148
Operating expenses:
	Research, development and engineering			4,733			5,345			15,558		15,549
	Selling, general and administrative			9,209			10,723			30,701		31,460
	Impairment charges			3,749			-			3,749		-
	Litigation provision			-			84			-		(5,895	)
		Total operating expenses		17,691			16,152			50,008		41,114
	Operating income (loss)			(5,037	)		4,603			11,205		22,034
Other income (expense), net				(260	)		(1,307	)		1,255		(1,911	)
	Income (loss) before income tax provision			(5,297	)		3,296			12,460		20,123
Provision for (benefit from) income tax				(1,315	)		1,079			4,899		6,953
Net income (loss)			$	(3,982	)	$	2,217		$	7,561	$	13,170
Net income (loss) per share - basic			$	(0.13	)	$	0.07		$	0.24	$	0.41
Weighted average shares used in per share calculation - basic				30,979			31,776			31,238		32,180
Net income (loss) per share - diluted			$	(0.13	)	$	0.07		$	0.23	$	0.39
Weighted average shares used in per share calculation - diluted				30,979			32,995			32,236		33,454

GAAP reconciliation to non-GAAP
(In thousands, except per share amounts)
	Quarter Ended					Nine Months Ended
	31-Dec-08			31-Dec-07		31-Dec-08		31-Dec-07
Net (loss) income, as reported (GAAP)	$	(3,982	)	$	2,217	$	7,561	$	13,170
Adjustments to GAAP net income (net of taxes):
Impairment charges		3,027			-		3,027		-
Additional E&O reserves		1,895			-		1,895		-
Release of litigation reserves		-			-		-		(3,555	)
Non-GAAP net income	$	940		$	2,217	$	12,483	$	9,615
Net (loss) income per share-basic, as reported (GAAP)	$	(0.13	)	$	0.07	$	0.24	$	0.41
Adjustments to GAAP net income per share-basic (net of taxes):
Impairment charges		0.10			-		0.10		-
Additional E&O reserves		0.06			-		0.06		-
Release of litigation reserves		-			-		-		(0.11	)
Net income per share-basic, (non-GAAP)	$	0.03		$	0.07	$	0.40	$	0.30
Net (loss) income per share-diluted, as reported (GAAP)	$	(0.13	)	$	0.07	$	0.23	$	0.39
Adjustments to GAAP net income (loss) per share-diluted (net of taxes):
Impairment charges		0.10			-		0.09		-
Additional E&O reserves		0.06			-		0.07		-
Release of litigation reserves		-			-		-		(0.10	)
Net income per share-diluted, (non-GAAP)	$	0.03		$	0.07	$	0.39	$	0.29
Weighted average shares used in per share calculation
Basic		30,979			31,776		31,238		32,180
Dilutive weighted average share		625			1,219		998		1,274
Diluted		31,604			32,995		32,236		33,454

CONTACT:
IXYS Corporation
Uzi Sasson, COO & CFO, 408-457-9000