The total number of sequentially numbered pages in this manually
signed original is 12. As filed with the Securities and Exchange
Commission on May 11, 1994.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL RECTIFIER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-1528961
(State of Incorporation) (I.R.S. Employer Identification No.)
233 Kansas Street
El Segundo, California 90245
(Address of Principal Executive Offices)
International Rectifier Corporation
1984 Stock Participation Plan (Amended)
(Full title of the plan)
Gerald A. Koris, Secretary
International Rectifier Corporation
233 Kansas Street
El Segundo, California 90245
(Name and address of agent for service)
(310) 322-3331
(Telephone number, including area code)
CALCULATION OF REGISTRATION FEE
Title of securities to be registered: Common Stock, par value $1 per share
Amount to be registered: 1,000,000 shares
Proposed maximum offering price per unit (1): $14.94
Proposed maximum aggregate offering price (1): $14,940,000
Amount of registration fee: $5,151.73
1) Solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h), the maximum offering price, per share
and in the aggregate, and the registration fee were calculated
based upon the average of the high and low prices of the Common
Stock reported in the Wall Street Journal as of May 6, 1994.
2) The exhibit index included in this Registration Statement is
at page 5.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of
this Registration Statement will be sent or given to employees as
specified by Rule 428(b)(1) of the Securities Act of 1933 (the
"Act"). These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents
incorporated by reference in the Registration Statement pursuant
to Item 3 of Part II of Form S-8, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of International Rectifier Corporation
(the "Company") filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a) The contents of the Company's 1984 Stock Participation Plan
contained in its Registration Statement on Form S-8 dated
November 20, 1984, file number 2-94436.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers and sales are
being made, a post-effective amendment to this registration
statement, to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
(2) that, for the purposes of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bonafide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than payment of the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of El Segundo, State of California, on May 9, 1994.
International Rectifier Corporation
By:/s/ Eric Lidow
Eric Lidow
Its: Chief Executive Officer, President,
and Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Eric Lidow, Gerald A. Koris, and Lesley C. Kleveter, and
each of them, his or her true and lawful attorneys-in-fact and
agents, with full powers of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his or her
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities and of the dates indicated.
Signature Title Date
/s/ Eric Lidow Chief Executive Officer May 9,1994
Eric Lidow President
Chairman of the Board
/s/ Michael P. McGee Vice President May 9, 1994
Michael P. McGee Chief Financial Officer
(and in his capacity as Principal
Accounting Officer)
/s/ Robert J. Mueller Director May 9, 1994
Robert J. Mueller Executive Vice President,
External Affairs and Business Development
/s/ Alan E. Lidow Director May 9, 1994
Alan E. Lidow
/s/ George Krsek Director May 9, 1994
George Krsek
/s/ Rochus E. Vogt Director May 9, 1994
Rochus E. Vogt
/s/ Jack O. Vance Director May 9, 1994
Jack O. Vance
/s/ Donald S. Burns Director May 9, 1994
Donald S. Burns
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
4.1 International Rectifier 1984 Stock Participation Plan 6
(Amended)
5.1 Opinion of Gerald A. Koris, counsel to the Company 11
23.1 Form of Consent of Coopers & Lybrand 12
23.2 Consent of Gerald A. Koris, counsel to the Company 11
(contained in Exhibit 5.1)
24.1 Power of Attorney (included in this Registration 4
Statement under "Signatures")
INTERNATIONAL RECTIFIER CORPORATION
1984 STOCK PARTICIPATION PLAN (Amended)
Section 1. ESTABLISHMENT OF THE PLAN
This Plan shall be known as the International Rectifier
Corporation 1984 Stock Participation Plan as amended (the
"Plan"). The purpose of the Plan is to provide each Eligible
Employee with an opportunity to acquire or increase a proprietary
interest in International Rectifier Corporation ("IR"). The Plan
is intended to meet the requirements of Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code"). As used
herein, the term "Subsidiary" means any corporation in an
unbroken chain of corporations (beginning with IR) in which each
corporation (other than the last corporation) owns stock
possessing 50 percent or more of the total combined voting power
of all classes of stock in one or more of the other corporations
in the chain.
Section 2. ELIGIBLE EMPLOYEES
(a) All individuals who, on the last day on which stock is
traded before an Enrollment Period begins, are employees of IR
and those Subsidiaries which have been designated in writing by
the Administrative Committee as "Participating Subsidiaries"
(including Subsidiaries which have become such after the
Stockholders have approved the Plan) (IR and all such
Participating Subsidiaries shall hereinafter be referred to as
"the Company") shall be deemed to be eligible to participate in
the Plan ("Eligible Employees") except that no employee of the
Company who has not as of such date completed ninety (90) days of
employment or whose customary employment is for less than twenty
(20) hours per week or less than five (5) months per year shall
be an Eligible Employee.
(b) A person who is otherwise an Eligible Employee shall not be
granted any right to purchase stock under the Plan to the extent
(i) it would, if exercised, cause the person to own shares of
stock (including shares which would be owned if all outstanding
options to purchase stock owned by such person were exercised) in
excess of five percent (5%) of the total combined voting power
of all class of stock of IR, or (ii) it causes such person to
have purchase rights under the Plan which accrue at a rate which
exceeds $25,000 of fair market value of stock of IR or any
Subsidiary (determined at the time the right to purchase stock
under this Plan is granted) for each calendar year in which such
right is outstanding. For this purpose a right to purchase stock
accrues when it first becomes exercisable during the calendar
year. In determining whether the stock ownership of an Eligible
Employee equals or exceeds the five percent (5%) limit set forth
above, the rules of Section 424(d) of the Code (relating to
attribution of stock ownership) shall apply.
Section 3. ENROLLMENT; ENROLLMENT PERIODS
Enrollment will take place in the "Enrollment Periods" which
shall be from the 1st through the 19th day of January and of July
of each year commencing with January of 1985. Any person who is
an Eligible Employee who desires to subscribe for the purchase of
stock for the following Subscription Period must file a
subscription agreement during the Enrollment Period. Once
enrolled, an Eligible Employee will continue to participate in
the Plan for each succeeding Subscription Period until he or she
terminates his or her participation or ceases to be an Eligible
Employee. If a participant ceases to be an Eligible Employee but
remains an employee of the Company, his or her participation
shall cease immediately after the last day of the Subscription
Period in which he or she ceases to be an Eligible Employee. If
a participant desires to change his or her rate of contribution
he or she may do so effective for the next Subscription Period by
filing a new subscription agreement during the applicable
Enrollment Period; provided, however, a participant may decrease
his or her rate of contribution once during any Subscription
Period (but not below two percent (2%) of Regular Earnings as
that term is defined in Section 7) by filing an amended
subscription agreement.
Section 4. DURATION OF OFFER; SUBSCRIPTION PERIODS
This Plan shall be in effect from January 1, 1985 through and
including January 19, 2005. During the duration of the Plan
there will be forty (40) "Subscription Periods." Each
Subscription Period runs from July 20 through January 19 or from
January 20 through July 19.
Section 5. NUMBER OF SHARES TO BE OFFERED
The total number of shares to be made available under this Plan
is one million seven hundred fifty thousand (1,750,000)
authorized and unissued or treasury shares of Common Stock, $1
par value, of IR ("Stock"), subject to any adjustments pursuant
to Section 13 of the Plan. Subject to any adjustments pursuant
to Section 13 of the Plan, the aggregate number of shares an
Eligible Employee may purchase under the Plan during each
Subscription Period shall not exceed 25,000 shares. In the
event that all of the stock made available under the Plan is
subscribed prior to the expiration of the Plan, the Plan may be
terminated in accordance with Section 14 of the Plan.
Section 6. SUBSCRIPTION PRICE
The "Subscription Price" for each share of Stock shall be the
lesser of (i) eighty-five percent (85%) of the fair market value
of such share on the last trading day before the first day of the
Enrollment Period or (ii) eighty-five percent (85%) of the fair
market value of such share on the last day of the Subscription
Period. The fair market value of a share shall be the closing
price reported on the applicable date in the Wall Street Journal
for NYSE-Composite Transactions on the applicable date. In the
event the Stock is not traded on the date as of which fair market
value is to be determined the date used to determine value shall
be the next preceding date on which the Stock is traded.
Section 7. AMOUNT OF CONTRIBUTION; METHOD OF PAYMENT
Except as otherwise provided herein, the Subscription Price will
be payable by the Eligible Employee by means of payroll
deduction. The minimum deduction shall be no less than two
percent (2%) of the Eligible Employee's Regular Earnings and the
maximum deduction shall be no more than ten percent (10%) of such
Eligible Employee's Regular Earnings. "Regular Earnings" means
the total compensation paid to an Eligible Employee with respect
to the participation period including salary, bonuses, overtime
and shift differentials but excluding items which are not
considered to be regular earnings. By way of illustration and
not by way of limitation, such excluded items include relocation
expense reimbursement and any related payments, foreign service
premiums, differentials and allowances, imputed income pursuant
to Section 79 of the Code, income realized as a result of
participation in any stock option, stock purchase or similar plan
maintained by IR and tuition or other reimbursements. Payroll
deductions will commence with the first pay check issued during
the Subscription Period and will continue with each pay check
throughout the entire Subscription Period except for pay periods
for which the Eligible Employee receives no compensation (i.e.,
uncompensated personal leave, leave of absence, etc.). The
foregoing notwithstanding, for any employee who will be an
Eligible Employee before the end of the Subscription Period,
payroll deductions will commence only with the first pay check
received after such employee has been employed for ninety (90)
days if such employee has elected to enroll in the Plan. An
Eligible Employee may change his or her rate of contribution
during a Subscription Period only as provided in Section 3 above.
Section 8. PURCHASE OF SHARES
IR will maintain on its books an account ("Plan Account") in the
name of each participant. At the close of each pay period, the
amount deducted from the participant's Regular Earnings will be
credited to the participant's Plan Account. As of the last day
of each Subscription Period (the "Subscription Date"), the amount
then in the participant's Plan Account will be divided by the
Subscription Price for such Subscription Period and the
participant's Plan Account will be credited with the number of
whole shares which result. Share certificates will be issued and
given to the participant within a reasonable time. Any amount
representing a fractional share and remaining in the
participant's Plan Account after deducting the amount required to
pay for the number of shares issued will be deemed to be an
advance payment of the Subscription Price for the next
Subscription Period but will not otherwise reduce the amount an
Eligible Employee may contribute pursuant to Section 7 during the
next Subscription Period. In the event the number of shares of
stock subscribed for in any Subscription Period exceeds the
number of shares available for sale under the Plan for such
period, the available shares shall be allocated among the
participants in proportion to their Plan Account balances,
exclusive of any amounts carried forward pursuant to the
preceding sentence.
Section 9. WITHDRAWAL FROM THE PLAN
A participant may withdraw from the Plan at any time. At the
time of withdrawal the amount credited to the participant's Plan
Account will be refunded in cash. A participant who withdraws
from the Plan during a Subscription Period may not enroll again
in the Plan until the next Enrollment Period. A participant's
withdrawal during one Subscription Period does not prevent a
participant from enrolling in subsequent Enrollment Periods.
Section 10. TERMINATION OF EMPLOYMENT
Termination of employment for any reason including death shall be
treated as an automatic withdrawal as set forth in Section 9. A
transfer from IR to a Subsidiary, from one Subsidiary to another,
or from a Subsidiary to IR shall not be treated as a termination
of employment.
Section 11. NONTRANSFERABILITY
Except for transfers by will or under the laws of descent and
distribution, or unless otherwise provided by law, consistent
with Rule 16b-3 ("Rule 16b-3") as promulgated by the Securities
and Exchange Commission pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act"), neither the payroll deductions
credited to an Eligible Employee's account nor an Eligible
Employee's rights to purchase stock under this Plan may be sold,
assigned, transferred, pledged, or otherwise disposed of or
encumbered, and any such action taken by the Eligible Employee,
or any claim asserted by another party in respect of such right
or interest, shall be void.
Section 12. APPLICATION OF FUNDS
All funds received or held by IR under the Plan may be used for
any corporate purpose.
Section 13. ADJUSTMENT OF AND CHANGES IN THE STOCK
In the event that the shares of Stock shall be changed into or
exchanged for a different number or kind of shares of stock or
other securities of IR or of another corporation (whether by
reason of merger, consolidation, recapitalization, stock split,
combination of shares, or otherwise), or if the number of shares
of Stock shall be increased through a stock split or the payment
of a stock dividend, then there shall be substituted for or added
to each share of Stock theretofore reserved for sale under the
Plan, the number and kind of shares of stock or other securities
into which each outstanding share of Stock shall be so changed,
or for which each such share shall be exchanged, or to which each
such share be entitled, as the case may be, or the number or kind
of securities which may be sold under the Plan and the purchase
price per share shall be appropriately adjusted consistent with
such change in such manner as the Board of Directors may deem
equitable to prevent substantial dilution or enlargement of
rights granted to, or available for, Eligible Employees.
Section 14. AMENDMENT OR DISCONTINUANCE OF THE PLAN
The Board of Directors of IR shall have the right to amend,
modify or terminate the Plan at any time without notice, provided
that no participant's existing rights are adversely affected
thereby and provided further that without the approval of the
holders of a majority of the issued and outstanding shares of
Stock no such amendment shall increase the total number of shares
subject to the Plan, change the formula by which the price at
which the shares shall be sold is determined, or change the class
of employees eligible to participate in the Plan.
Section 15. ADMINISTRATIVE
The Plan shall be administered by an Administrative Committee
appointed by the Board of Directors consisting of three employees
of IR. No member of the Administrative Committee shall be
entitled to act on or decide any matter relating solely to
himself or herself or any of his or her rights or benefits under
the Plan. The Administrative Committee may from time-to-time
adopt rules and regulations for carrying out the Plan. Any
interpretation or construction of any provision of the Plan by
the Administrative Committee shall be final and conclusive on all
persons absent contrary action by the Board of Directors.
Section 16. EMPLOYEE'S RIGHTS
Nothing in this Plan shall prevent IR or any Subsidiary from
terminating any employee's employment. No employee shall have
any rights as a Stockholder until full payment has been made for
the shares for which he or she has subscribed.
Section 17. APPROVAL OF STOCKHOLDERS
The original Plan became effective following its approval on
November 16, 1984 by the Stockholders of IR at their Annual
Meeting on that date, and this amended Plan became effective
following its approval by the Stockholders of IR at their Annual
Meeting on November 22, 1993.
GERALD A. KORIS
Attorney At Law
2717 Bottlebrush Drive
Los Angeles, CA 90077
(310) 475-2475
May 9, 1994
International Rectifier Corporation
233 Kansas Street
El Segundo, CA 90245
Ladies and Gentlemen:
At your request, I have examined the Registration Statement
prepared to be filed by International Rectifier Corporation (the
"Company") with the Securities and Exchange Commission under the
Securities Act of 1933 relating to 1,000,000 shares of the Common
Stock of the Company, $1 par value (the "Common Stock") to be
issued and sold in accordance with the Company's 1984 Stock
Participation Plan (Amended) (the "Plan").
I have examined the Plan to be used in connection with the sale
of Common Stock under the Plan, and have examined the proceedings
taken by the Company in connection with the adoption of the Plan.
Based upon the foregoing examinations, I am of the opinion that:
(i) the Plan has been duly and validly adopted by the Company;
and
(ii) the shares of Common Stock, when issued and sold in
accordance with the Plan, will constitute legally and validly
issued, fully paid, and non-assessable shares of the Company.
I consent to the filing of this opinion as an exhibit to the
aforesaid Registration Statement.
Respectfully submitted,
/s/ Gerald A. Koris
Gerald A. Koris
GAK/kf
Coopers
& Lybrand
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on
Form S-8 of our report dated August 13, 1993 on our audits of the
consolidated financial statements and the consolidated financial
statement schedules of International Rectifier Corporation and
Subsidiaries.
COOPERS & LYBRAND
Los Angeles, California
May 9, 1994
