0001299933-16-003354.txt : 20161221 0001299933-16-003354.hdr.sgml : 20161221 20161221172003 ACCESSION NUMBER: 0001299933-16-003354 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20161220 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161221 DATE AS OF CHANGE: 20161221 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: 162064603 BUSINESS ADDRESS: STREET 1: 1590 BUCKEYE DRIVE CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4084579000 MAIL ADDRESS: STREET 1: 1590 BUCKEYE DRIVE CITY: MILPITAS STATE: CA ZIP: 95035 FORMER COMPANY: FORMER CONFORMED NAME: PARADIGM TECHNOLOGY INC /DE/ DATE OF NAME CHANGE: 19951031 8-K 1 htm_54420.htm LIVE FILING IXYS Corporation (Form: 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 (Date of Earliest Event Reported):   December 20, 2016

IXYS Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 000-26124 77-0140882
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1590 Buckeye Drive, Milpitas, California   95035
_________________________________
(Address of principal executive offices) 		  ___________
(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 1.01 Entry into a Material Definitive Agreement.

IXYS Corporation (the "Company") entered into Amendment Number Two ("Amendment 2") to Revolving Credit Agreement (the "Credit Agreement") with a syndicate of banks (the "Lenders"), whose agent is the Bank of the West (the "Agent"). Pursuant to Amendment 2, (i) all amounts owed by the Company under the Credit Agreement are due and payable no later than November 20, 2019 (instead of the prior date of November 20, 2017) and (ii) the "Leverage Ratio," as such term is defined in the Credit Agreement, shall not exceed 2.50 to 1.00 (instead of the prior ratio of 2.00 to 1.00). Amendment 2 became a binding contract on December 20, 2016, when the Agent delivered the signature pages of the Lenders to the Company.

Amendment Number One to Revolving Credit Agreement is attached to this Form 8-K to provide investors access to a complete copy of the Credit Agreement, as amended.





Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See the disclosure under Item 1.01.





Item 9.01 Financial Statements and Exhibits.

Exhibit 10.1: Amendment Number One to Revolving Credit Agreement dated as of February 26, 2016 among IXYS Corporation, Bank of the West (as a Lender and as Administrative Agent), KeyBank National Association (as a Lender and as Syndication Agent), MUFG Union Bank, N.A. and Comerica Bank.

Exhibit 10.2: Amendment Number Two to Revolving Credit Agreement dated as of December 14, 2016 among IXYS Corporation, Bank of the West (as a Lender and as Administrative Agent), KeyBank National Association (as a Lender and as Syndication Agent), MUFG Union Bank, N.A. and Comerica Bank.





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
          
December 21, 2016   By:   /s/ Uzi Sasson
       
        Name: Uzi Sasson
        Title: President and Chief Executive Officer

Exhibit Index


     
Exhibit No.   Description
 
10.1
  Exhibit 10.1: Amendment Number One to Revolving Credit Agreement dated as of February 26, 2016 among IXYS Corporation, Bank of the West (as a Lender and as Administrative Agent), KeyBank National Association (as a Lender and as Syndication Agent), MUFG Union Bank, N.A. and Comerica Bank.
10.2
  Exhibit 10.2: Amendment Number Two to Revolving Credit Agreement dated as of December 14, 2016 among IXYS Corporation, Bank of the West (as a Lender and as Administrative Agent), KeyBank National Association (as a Lender and as Syndication Agent), MUFG Union Bank, N.A. and Comerica Bank.
EX-10.1 2 exhibit1.htm EX-10.1 EX-10.1

AMENDMENT NUMBER ONE TO
REVOLVING CREDIT AGREEMENT

This AMENDMENT NUMBER ONE TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is dated as of February 26, 2016, and is entered into among IXYS CORPORATION (the “Borrower”), the financial institutions party to the Credit Agreement (as defined below) from time to time as lenders (collectively, the “Lenders”), BANK OF THE WEST as Administrative Agent for Lenders (in such capacity, “Agent”), and KEYBANK NATIONAL ASSOCIATION as Syndication Agent.

RECITALS

WHEREAS, Borrower, Lenders, and Agent are parties to that certain Revolving Credit Agreement, dated as of November 20, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”).

WHEREAS, Borrower has requested that Agent and the Required Lenders agree to amend clause (h) of the definition of “Permitted Liens”.

WHEREAS, Agent and the Required Lenders have agreed to Borrower’s request pursuant to the terms of this Amendment.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties agree as follows:

1. DEFINITIONS. All terms which are defined in the Credit Agreement shall have the same definition when used herein unless a different definition is ascribed to such term under this Amendment, in which case, the definition contained herein shall govern.

2. AMENDMENT. Effective as of the date of this Amendment, the Credit Agreement is amended in the following respects:

2.1 Amended Definition. Clause (h) of the definition of “Permitted Liens” set forth in Section 1.1.63 of the Credit Agreement is deleted in its entirety and is replaced with the following:

(h) liens and security interests on real estate in Lampertheim, Germany owned by any Loan Party;

3. CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT. This Amendment shall be effective on the date of completion of the following condition precedent:

3.1 Agent shall have received an executed counterpart to this Amendment from each of the parties hereto.

4. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Agent and the Lenders that all of Borrower’s representations and warranties set forth in the Credit Agreement are true and correct in all material respects (or all respects if already qualified by materiality) as of the date hereof (except for any representations and warranties that expressly relate to an earlier date).

5. LIMITED EFFECT. Except for the specific amendment contained in this Amendment, the Credit Agreement shall remain unchanged and in full force and effect.

6. GOVERNING LAW. This Amendment shall be governed by the laws of the State of New York, without giving effect to any conflict of law principles (but giving effect to Federal laws relating to national banks).

7. COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Amendment.

[Signatures are on the next page]

IN WITNESS WHEREOF, this Amendment has been executed and delivered as of the date set forth above.

BORROWER:

IXYS CORPORATION

By: /s/ Uzi Sasson
Name: Uzi Sasson
Title: President & CEO

1

AGENT:

BANK OF THE WEST,


as Agent (with the consent of the Required Lenders)

     
By: /s/ Sidney S. Jordan
 
Name:
Title:
  Sidney S. Jordan
Senior Vice President

    LENDER:

BANK OF THE WEST,
as a Lender

     
By: /s/ Terry Switz
 
Name:
  Terry Switz

    Title: Director

2

LENDER:

KEYBANK NATIONAL ASSOCIATION,
as a Lender and Syndication Agent

     
By: /s/ Geoff Smith
 
Name:
  Geoff Smith

    Title: Senior Vice President

3

LENDER:

MUFG UNION BANK, N.A.,
as a Lender

     
By: /s/ David Schlager
 
Name:
  David Schlager
 
    
Title:
  Director
 
   

4

    LENDER:

COMERICA BANK,
as a Lender

     
By:
  /s/ Jeff Lee
 
   
Name:
  Jeff Lee
 
    
Title:
  Vice President
 
   

5 EX-10.2 3 exhibit2.htm EX-10.2 EX-10.2

AMENDMENT NUMBER TWO TO
REVOLVING CREDIT AGREEMENT

This AMENDMENT NUMBER TWO TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is dated as of December 14, 2016 (the “Effective Date”), and is entered into among IXYS CORPORATION (the “Borrower”), the financial institutions party to the Credit Agreement (as defined below) from time to time as lenders (collectively, the “Lenders”), BANK OF THE WEST as Administrative Agent for Lenders (in such capacity, “Agent”), and KEYBANK NATIONAL ASSOCIATION as Syndication Agent.

RECITALS

WHEREAS, Borrower, Lenders, and Agent are parties to that certain Revolving Credit Agreement, dated as of November 20, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”).

WHEREAS, Borrower has requested that Agent and the Required Lenders agree to extend the term of the Credit Agreement and amend the Leverage Ratio covenant.

WHEREAS, Agent and the Required Lenders have agreed to Borrower’s request pursuant to the terms of this Amendment.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties agree as follows:

1. DEFINITIONS. All terms which are defined in the Credit Agreement shall have the same definition when used herein unless a different definition is ascribed to such term under this Amendment, in which case, the definition contained herein shall govern.

2. AMENDMENTS. On the later of the Effective Date and the date all of the conditions set forth in Section 3 of this Amendment have been satisfied, the Credit Agreement shall be deemed amended in the following respects:

2.1 Amended Definition of Expiration Date. The definition of “Expiration Date” set forth in Section 1.1.31 of the Credit Agreement is deleted in its entirety and is replaced with the following:

“Expiration Date”: shall mean November 20, 2019, or the date of termination of the Lenders’ commitments to lend under this Agreement pursuant to Section 7 hereof, whichever shall occur first.

2.2 Amended Leverage Ratio Covenant. The Leverage Ratio covenant set forth in Section 5.2(iii) of the Credit Agreement is deleted in its entirety and is replaced with the following:

(iii) A Leverage Ratio of not more than 2.50 to 1.00 as of the end of each fiscal quarter.

3. CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT. The amendments set forth in Section 2 of this Amendment shall be effective on the date of completion of all of the following conditions precedent:

3.1 Agent shall have received an executed counterpart to this Amendment from each of the parties hereto.

3.2 Payment of (a) all of Agent’s out-of-pocket expenses (including Agent’s counsel’s fees and expenses) in connection with the preparation and negotiation of this Amendment and pursuant to that certain fee letter of even date herewith by and between Agent and Borrower, and (b) an upfront fee of $125,000, payable to Agent for the Pro Rata benefit of the Lenders.

4. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Agent and the Lenders that all of Borrower’s representations and warranties set forth in the Credit Agreement are true and correct in all material respects (or all respects if already qualified by materiality) as of the date hereof (except for any representations and warranties that expressly relate to an earlier date, which shall be true and correct in all respects or all material respects, as applicable, as of such earlier date).

5. LIMITED EFFECT. Except for the specific amendments contained in this Amendment, the Credit Agreement shall remain unchanged and in full force and effect.

6. GOVERNING LAW. This Amendment shall be governed by the laws of the State of New York, without giving effect to any conflict of law principles (but giving effect to Federal laws relating to national banks).

7. COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Amendment.

[Signatures are on the next page]

IN WITNESS WHEREOF, this Amendment has been executed and delivered as of the date set forth above.

BORROWER:

IXYS CORPORATION

By: /s/ Uzi Sasson
Name: Uzi Sasson
Title: President and CEO

1

AGENT:

BANK OF THE WEST,


as Agent (with the consent of the Required Lenders)

     
By: /s/ Sidney S. Jordan
 
Name:
Title:
  Sidney S. Jordan
Managing Director

    LENDER:

BANK OF THE WEST,
as a Lender

     
By: /s/ Terry Switz
 
Name:
Title:
  Terry Switz
Director

2

    LENDER:

KEYBANK NATIONAL ASSOCIATION,
as a Lender and Syndication Agent

     
By: /s/ Geoff Smith
 
Name:
Title:
  Geoff Smith
Senior Vice President

3

    LENDER:

MUFG UNION BANK, N.A.,
as a Lender

     
By: /s/ David Schlager
 
Name:
  David Schlager
 
    
Title:
  Director
 
   

4

    LENDER:

COMERICA BANK,
as a Lender

     
By: /s/ Robert Shutt
 
Name:
  Robert Shutt
 
    
Title:
  Senior Vice President
 
   

5