<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995
-------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
-------------------- ----------------------
COMMISSION FILE NO. 1-7935
----------------------------------------------------------------
INTERNATIONAL RECTIFIER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-1528961
- ---------------------------------- ----------------------------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
233 KANSAS STREET
EL SEGUNDO, CALIFORNIA 90245
- ---------------------------------- ----------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 322-3331
NO CHANGE
- --------------------------------------------------------------------------------
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT
WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
----- -----
THERE WERE 25,175,909 SHARES OF $1 PAR VALUE COMMON STOCK OUTSTANDING AT
MAY 15, 1995.
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TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE
REFERENCE
---------
<S> <C> <C>
ITEM 1. FINANCIAL STATEMENTS
Unaudited Consolidated Statement of Income
for the Three and Nine Month Periods Ended
March 31, 1995 and 1994 2
Consolidated Balance Sheet as of March 31, 1995
(unaudited) and June 30, 1994 3
Unaudited Consolidated Statement of Cash Flows
for the Nine Month Periods Ended March 31, 1995
and 1994 4
Notes to Unaudited Consolidated Financial Statements 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 7
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION 11
ITEM 6. EXHIBITS 11
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTERNATIONAL RECTIFIER CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF INCOME
(In thousands except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
------------------- --------------------
1995 1994 1995 1994
-------- ------- -------- --------
<S> <C> <C> <C> <C>
Revenues $111,867 $84,252 $306,934 $236,450
Cost of sales 72,361 56,142 200,122 159,307
-------- ------- -------- --------
Gross profit 39,506 28,110 106,812 77,143
Selling and administrative expense 21,247 17,465 59,680 50,606
Research and development expense 5,538 4,201 14,593 11,980
-------- ------- -------- --------
Operating profit 12,721 6,444 32,539 14,557
Other income (expense):
Interest, net 301 (1,161) (1,133) (2,715)
Other, net (52) (218) (541) (709)
-------- ------- -------- --------
Income before income taxes 12,970 5,065 30,865 11,133
Provision for income taxes 2,218 859 5,247 1,881
-------- ------- -------- --------
Net income $ 10,752 $ 4,206 $ 25,618 $ 9,252
-------- ------- -------- --------
-------- ------- -------- --------
Net income per share $ 0.43 $ 0.21 $ 1.12 $ 0.46
-------- ------- -------- --------
-------- ------- -------- --------
Average common and common
equivalent shares outstanding 25,290 20,477 22,875 20,412
-------- ------- -------- --------
-------- ------- -------- --------
</TABLE>
The accompanying notes are an integral part of this statement.
2
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INTERNATIONAL RECTIFIER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31,
1995 JUNE 30,
(UNAUDITED) 1994
----------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 29,137 $ 13,051
Short-term investments 38,581 -
Trade accounts receivable, net 92,727 67,595
Inventories 73,079 73,429
Prepaid expenses 3,083 2,779
-------- --------
Total current assets 236,607 156,854
Property, plant and equipment, net 207,977 158,567
Investments and long-term notes receivable 2,204 2,248
Other assets 13,501 12,905
-------- --------
Total assets $460,289 $330,574
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank loans $ 17,367 $ 27,205
Long-term debt, due within one year 6,776 6,105
Accounts payable 49,248 36,965
Accrued salaries, wages and commissions 9,947 10,264
Other accrued expenses 14,621 9,150
-------- --------
Total current liabilities 97,959 89,689
Long-term debt, less current maturities 23,121 26,817
Deferred income 818 1,199
Other long-term liabilities 9,600 9,320
Deferred income taxes 631 606
Stockholders equity:
Common stock 25,109 20,352
Capital contributed in excess of par value 262,475 168,078
Retained earnings 45,118 19,500
Cumulative translation adjustments (4,542) (4,987)
-------- --------
Total stockholders' equity 328,160 202,943
-------- --------
Total liabilities and stockholders' equity $460,289 $330,574
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of this statement.
3
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INTERNATIONAL RECTIFIER CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
MARCH 31,
---------------------
1995 1994
--------- --------
<S> <C> <C>
Cash flow from operating activities:
Net income $ 25,618 $ 9,252
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 16,896 13,286
Deferred income (381) (203)
Deferred income taxes - 294
Deferred compensation 1,006 1,158
Change in working capital (6,028) (10,840)
--------- --------
Net cash provided by operating activities 37,111 12,947
--------- --------
Cash flow from investing activities:
Additions to property, plant and equipment (63,436) (19,080)
Purchase of short-term investments (38,581) -
Investment in other noncurrent assets (1,916) (2,818)
--------- --------
Net cash used in investing activities (103,933) (21,898)
--------- --------
Cash flow from financing activities:
Proceeds from issuance of (payments on)
short-term bank debt, net (10,906) 5,592
Proceeds from issuance of long-term debt 6,088 9,972
Payments on long-term debt and obligations
under capital leases (9,849) (3,162)
Net proceeds from issuance of common stock 99,154 985
Other (2,005) 206
--------- --------
Net cash provided by financing activities 82,482 13,593
--------- --------
Effect of exchange rate changes on cash and
cash equivalents 426 (161)
--------- --------
Net increase in cash and cash equivalents 16,086 4,481
Cash and cash equivalents beginning of period 13,051 8,545
--------- --------
Cash and cash equivalents end of period $ 29,137 $ 13,026
--------- --------
--------- --------
</TABLE>
The accompanying notes are an integral part of this statement.
4
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INTERNATIONAL RECTIFIER CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1995
1. BASIS OF PRESENTATION
The consolidated financial statements included herein are unaudited,
however, they contain all normal recurring accruals which, in the
opinion of management, are necessary to present fairly the consolidated
financial position of the Company at March 31, 1995 and the consolidated
results of operations and cash flows for the nine month periods ended
March 31, 1995 and 1994. It should be understood that accounting
measurements at interim dates inherently involve greater reliance on
estimates than at year end. The results of operations for the nine
month period ended March 31, 1995 are not necessarily indicative of the
results to be expected for the full year.
The accompanying consolidated financial statements do not include
footnotes and certain financial presentations normally required under
generally accepted accounting principles and, therefore, should be read
in conjunction with the Annual Report on Form 10-K for the year ended
June 30, 1994.
Certain reclassifications have been made to the prior year's financial
statements to conform to current year presentation.
2. EARNINGS PER SHARE
Earnings per share is computed by dividing earnings by the weighted
average number of common and common stock equivalents outstanding.
Stock options outstanding under stock option plans are considered common
stock equivalents. Common stock equivalents for stock options of 251,500
and 108,000 were utilized in the computation of earnings per share for
the three month periods ended March 31, 1995 and 1994, respectively.
3. INVENTORIES
Inventories are stated at the lower of cost (principally first-in,
first-out) or market. Inventories at March 31, 1995 (unaudited) and June
30, 1994 were comprised of the following (in thousands):
<TABLE>
<CAPTION>
MARCH 31, 1995 JUNE 30, 1994
-------------- -------------
<S> <C> <C>
Raw materials $16,108 $15,118
Work-in-process 35,373 26,965
Finished goods 21,598 31,346
------- -------
$73,079 $73,429
------- -------
------- -------
</TABLE>
5
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4. LONG-TERM DEBT AND OTHER LOANS
A summary of the Company's long-term debt and other loans at March 31, 1995
is as follows (in thousands):
<TABLE>
<CAPTION>
MARCH 31,
1995
---------
<S> <C>
Capitalized lease obligations payable in varying monthly
installments primarily at rates from 6.9% to 16.6% $13,906
Domestic bank loans collateralized by equipment, payable in
varying monthly installments at rates from 7.1% to 9.0%, due
in 1995 through 1999 5,838
Foreign bank loans collateralized by property and/or equipment,
payable in varying monthly installments at rates from 6.5% to
10.8%, due in 1997 through 2000 4,135
Foreign unsecured bank loans payable in varying monthly
installments at rates from 4.0% to 11.9%, due in 1998
through 2006 6,018
-------
29,897
Less current portion of long-term debt (6,776)
-------
$23,121
-------
-------
</TABLE>
5. INTELLECTUAL PROPERTY
Certain of the Company's fundamental power MOSFET patents have been
subjected, and continue to be subjected, to reexamination in the United
States Patent and Trademark Office ("PTO"). If the patentability of the
Company's patents involved in such proceedings is not confirmed, loss of
the patents would allow competitors to use currently patented features
of the Company's MOS transistor technology without liability for
infringement of those patents. On January 17, 1995, the PTO granted a
request for reexamination of the Company's U.S. patent 5,130,767. On
February 14, 1995, the PTO issued a reexamination certificate,
confirming the patentability of the Company's U.S. patent 4,705,759.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTH PERIODS ENDED MARCH 31, 1995
COMPARED WITH THE THREE AND NINE MONTH PERIODS ENDED MARCH 31, 1994
The following table sets forth certain items as a percentage of revenues.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
(UNAUDITED) (UNAUDITED)
------------------ ------------------
1995 1994 1995 1994
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of sales 64.7 66.6 65.2 67.4
----- ----- ----- -----
Gross profit 35.3 33.4 34.8 32.6
Selling and administrative expense 19.0 20.7 19.4 21.4
Research and development expense 5.0 5.0 4.8 5.1
----- ----- ----- -----
Operating profit 11.3 7.7 10.6 6.1
Interest expense, net 0.3 (1.4) (0.4) (1.1)
Other expense, net 0.0 (0.3) (0.2) (0.3)
----- ----- ----- -----
Income before income taxes 11.6 6.0 10.0 4.7
Provision for income taxes 2.0 1.0 1.7 0.8
----- ----- ----- -----
Net income 9.6% 5.0% 8.3% 3.9%
----- ----- ----- -----
----- ----- ----- -----
</TABLE>
Revenues for the three months ended March 31, 1995 increased 32.8% to $111.9
million from $84.3 million in the prior year period. Revenues for the nine
month period ended March 31, 1995 increased to $306.9 million from $236.5
million in the previous year. The Company's revenue increase reflected
rising demand for the Company's power MOSFETs and related devices, which
resulted in a 37% increase in revenues from these products from the year ago
three month period. Revenues from the thyristor and rectifier product lines
increased 16%. Changes in foreign exchange rates positively impacted
revenues by approximately $3.1 million in the three months ended March 31,
1995. Revenues in the current quarter included $2.5 million of net patent
royalties increased from $2.0 million in the prior year period.
Gross profit for the three and nine month periods ended March 31, 1995 was
35.3% and 34.8% of revenues ($39.5 million and $106.8 million), respectively,
versus 33.4% and 32.6% of revenues ($28.1 million and $77.1 million) in the
respective prior year periods. The increased margin reflected greater
manufacturing volume and efficiencies and a greater contribution from new
higher margin products.
In the three and nine month periods ended March 31, 1995, selling and
administrative expense was 19.0% and 19.4% of revenues ($21.2 million and
$59.7 million), respectively,
7
<PAGE>
versus 20.7% and 21.4% of revenues ($17.5 million and $50.6 million) in the
respective prior year periods. The decreased percentage reflected the
Company's continued commitment to reducing operating expenses as a percentage
of revenues.
In the three and nine month periods ended March 31, 1995, the Company's
research and development expenditures increased to $5.5 million (5.0% of
revenues) and $14.6 million (4.8% of revenues), compared to $4.2 million
(5.0% of revenues) and $12.0 million (5.1% of revenues) in the respective
prior year periods. The Company's research and development program was, and
continues to be, focused on the advancement and diversification of the HEXFET
product line, the expansion of the related IGBT products and the development
of Control ICs and power products that work in combination with HEXFETs and
IGBTs to improve system performance.
Interest expense decreased by $1.5 million and $1.6 million in the
three and nine months ended March 31, 1995. Reduced interest expense
reflected interest income earned on higher average short term investment
balances made possible by a November 1994 secondary stock offering.
Changes in foreign currency exchange rates did not have a material effect on
net income in the three and nine month periods ending March 31, 1995.
SEASONALITY
The Company has experienced moderate seasonality in its business in recent
years. On average over the past three years, the Company has reported
approximately 47% of annual revenues in the first half and 53% in the second
half of its fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1995, the Company maintained cash and cash equivalent balances
of $29.1 million and $38.6 million of short term investments. In addition,
the Company had established $66.4 million of domestic and foreign revolving
lines of credit, against which $17.4 million had been borrowed. Based on
covenant and collateral limitations, the Company had $37.6 million available
for borrowing at March 31, 1995. Additionally, the Company had at its
disposal $25.5 million of unused bank term-loan facilities and $26.6 million
of unused capital equipment credit lines. At March 31, 1995, the Company had
made purchase commitments for capital equipment of approximately $44.7
million.
The Company intends to spend approximately $75 million (of which $34.6
million has been spent through March 31, 1995) to expand wafer fabrication
capacity at its HEXFET America facility, most of which is expected to be
expended in fiscal 1995. In addition, the Company intends to spend
approximately $35 million (of which $31.4 million had been spent in the nine
months ended March 31, 1995) to expand and maintain assembly capacity, to
enhance its Management Information Systems infrastructure and to maintain its
existing facilities. The Company intends to fund these capital expenditures
and meet its cash requirements for the foreseeable future through cash and
cash equivalents and short-term investments on hand, anticipated cash flows
from operations, funds available
8
<PAGE>
from existing credit facilities, and with the proceeds of the public stock
offering referred to in the next paragraph.
In November 1994 the Company completed a public offering of 4.5 million
shares of common stock at $22.50 per share. Net proceeds of approximately
$97 million will be used principally to expand wafer fabrication capacity at
HEXFET America, to repay debt and for working capital and general corporate
purposes. In the three months ended March 31, 1995, approximately $17.7
million of the proceeds were used for wafer fabrication expansion and $4.3
million were used to repay a domestic property mortgage.
9
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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.
INTERNATIONAL RECTIFIER CORPORATION
REGISTRANT
5/16/95 /s/ MICHAEL P. McGEE
__________________________________________
Michael P. McGee
Vice President,
Chief Financial Officer and
Principal Accounting Officer
10
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PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
The Board of Directors of the Company, on March 6, 1995, unanimously
passed a resolution amending and restating the Bylaws of the Company.
ITEM 6. EXHIBITS
3 (b) Amended and Restated Bylaws of the Company.
11
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AMENDED AND RESTATED BYLAWS
OF
INTERNATIONAL RECTIFIER CORPORATION
(A DELAWARE CORPORATION)
<PAGE>
I N D E X
<TABLE>
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Page
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<S> <C>
ARTICLE I. OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. PRINCIPAL EXECUTIVE OFFICE. . . . . . . . . . . . . . . 1
Section 2. OTHER OFFICES . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II. STOCKHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. PLACE OF MEETINGS . . . . . . . . . . . . . . . . . . . 1
Section 2. ANNUAL MEETINGS . . . . . . . . . . . . . . . . . . . . 1
Section 3. SPECIAL MEETINGS. . . . . . . . . . . . . . . . . . . . 1
Section 4. NOTICE OF ANNUAL OR SPECIAL MEETING . . . . . . . . . . 2
Section 5. NOTICE OF BUSINESS. . . . . . . . . . . . . . . . . . . 2
Section 6. NOTICE OF BOARD CANDIDATE . . . . . . . . . . . . . . . 3
Section 7. QUORUM AND ADJOURNMENT. . . . . . . . . . . . . . . . . 3
Section 8. VOTING. . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 9. RECORD DATE . . . . . . . . . . . . . . . . . . . . . . 4
Section 10. PROXIES . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 11. INSPECTORS OF ELECTION. . . . . . . . . . . . . . . . . 5
Section 12. STOCKHOLDER LISTS . . . . . . . . . . . . . . . . . . . 5
Section 13. VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS. . 5
ARTICLE III. DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1. POWERS. . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2. NUMBER OF DIRECTORS . . . . . . . . . . . . . . . . . . 6
Section 3. CLASSIFICATION; TERM OF OFFICE. . . . . . . . . . . . . 7
Section 4. VACANCIES . . . . . . . . . . . . . . . . . . . . . . . 7
Section 5. PLACE OF MEETING. . . . . . . . . . . . . . . . . . . . 7
Section 6. ANNUAL ORGANIZATIONAL MEETING . . . . . . . . . . . . . 8
Section 7. REGULAR MEETINGS. . . . . . . . . . . . . . . . . . . . 8
Section 8. SPECIAL MEETINGS. . . . . . . . . . . . . . . . . . . . 8
Section 9. QUORUM. . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 10. PARTICIPATION IN MEETING BY CONFERENCE TELEPHONE. . . . 8
Section 11. WAIVER OF NOTICE. . . . . . . . . . . . . . . . . . . . 9
Section 12. ADJOURNMENT . . . . . . . . . . . . . . . . . . . . . . 9
Section 13. FEES AND COMPENSATION . . . . . . . . . . . . . . . . . 9
Section 14. ACTION WITHOUT MEETING. . . . . . . . . . . . . . . . . 9
Section 15. COMMITTEES. . . . . . . . . . . . . . . . . . . . . . . 9
Section 16. RIGHTS OF INSPECTION. . . . . . . . . . . . . . . . . . 10
Section 17. REMOVAL . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE IV. OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 1. OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2. ELECTION. . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
i
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<TABLE>
<S> <C>
Section 3. APPOINTMENT OF OFFICERS . . . . . . . . . . . . . . . . 11
Section 4. REMOVAL AND RESIGNATION . . . . . . . . . . . . . . . . 11
Section 5. VACANCIES . . . . . . . . . . . . . . . . . . . . . . . 11
Section 6. CHAIRMAN OF THE BOARD . . . . . . . . . . . . . . . . . 11
Section 7. CHIEF EXECUTIVE OFFICER . . . . . . . . . . . . . . . . 11
Section 8. PRESIDENT . . . . . . . . . . . . . . . . . . . . . . . 12
Section 9. VICE PRESIDENTS . . . . . . . . . . . . . . . . . . . . 12
Section 10. CORPORATE SECRETARY . . . . . . . . . . . . . . . . . . 12
Section 11. ASSISTANT SECRETARIES . . . . . . . . . . . . . . . . . 12
Section 12. CHIEF FINANCIAL OFFICER . . . . . . . . . . . . . . . . 12
Section 13. ASSISTANT FINANCIAL OFFICERS. . . . . . . . . . . . . . 13
ARTICLE V. STOCK. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 1. FORM OF STOCK CERTIFICATE . . . . . . . . . . . . . . . 13
Section 2. TRANSFERS OF STOCK. . . . . . . . . . . . . . . . . . . 14
Section 3. LOST, STOLEN OR DESTROYED CERTIFICATES. . . . . . . . . 14
Section 4. REGISTERED STOCKHOLDERS . . . . . . . . . . . . . . . . 14
ARTICLE VI. OTHER PROVISIONS. . . . . . . . . . . . . . . . . . . . . . 14
Section 1. ENDORSEMENT OF DOCUMENTS; CONTRACTS . . . . . . . . . . 14
Section 2. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. . . . . 14
Section 3. SEAL. . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 4. FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . 15
Section 5. DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . 15
Section 6. CHECKS. . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 7. RIGHTS AND OPTION FOR PURCHASING STOCK. . . . . . . . . 15
Section 8. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE VII. INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . 16
Section 1. RIGHT TO INDEMNIFICATION. . . . . . . . . . . . . . . . 16
Section 2. RIGHT OF CLAIMANT TO BRING SUIT . . . . . . . . . . . . 17
Section 3. NON-EXCLUSIVITY OF RIGHTS . . . . . . . . . . . . . . . 17
Section 4. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . 17
Section 5. EXPENSES AS A WITNESS.. . . . . . . . . . . . . . . . . 18
Section 6. INDEMNITY AGREEMENTS. . . . . . . . . . . . . . . . . . 18
Section 7. EFFECT OF AMENDMENT . . . . . . . . . . . . . . . . . . 18
ARTICLE VIII. EMERGENCY PROVISIONS. . . . . . . . . . . . . . . . . . . 18
Section 1. GENERAL . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 2. UNAVAILABLE DIRECTORS . . . . . . . . . . . . . . . . . 18
Section 3. AUTHORIZED NUMBER OF DIRECTORS. . . . . . . . . . . . . 18
Section 4. QUORUM. . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 5. CREATION OF EMERGENCY COMMITTEE . . . . . . . . . . . . 19
Section 6. CONSTITUTION OF EMERGENCY COMMITTEE . . . . . . . . . . 19
</TABLE>
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<TABLE>
<S> <C>
ARTICLE IX. AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 1. AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>
iii
<PAGE>
AMENDED AND RESTATED BYLAWS
OF
INTERNATIONAL RECTIFIER CORPORATION
(A DELAWARE CORPORATION)
ARTICLE I. OFFICES.
SECTION 1. PRINCIPAL EXECUTIVE OFFICE. The principal executive
office of the Corporation shall be fixed and located at 233 Kansas Street,
City of El Segundo, County of Los Angeles, State of California. The Board of
Directors of the Corporation (the "Board") is granted full power and
authority to change said principal executive office from one location to
another within or without the State of California. Any such change shall be
noted in the Bylaws of the Corporation opposite this Section 2 or this
Section 2 may be amended to state the new location.
SECTION 2. OTHER OFFICES. Branch or subordinate offices may be
established at any time by the Board at any place or places.
ARTICLE II. STOCKHOLDERS.
SECTION 1. PLACE OF MEETINGS. Meetings of stockholders shall be
held either at the principal executive office of the Corporation or at any
other place within or without the State of Delaware which may be designated
by the Board.
SECTION 2. ANNUAL MEETINGS. The annual meetings of stockholders
shall be held on the third Friday in November of each year at 10:00 a.m. (if
not a legal holiday) and if a legal holiday, then on the next Friday
thereafter ensuing which is a full business day or on such date and at such
time as may be fixed by the Board. At such meetings, directors shall be
elected and any other proper business may be transacted.
SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders
may be called at any time by a majority of the entire Board, the Chairman of
the Board, the Chief Executive Officer or the President. Special meetings
may not be called by any other person or persons. Upon request in writing to
the Chairman of the Board, the Chief Executive Officer, the President, any
Vice President or the Corporate Secretary by any person (other than the
Board) entitled to call a special meeting of stockholders, the officer
forthwith shall cause notice to be given to the stockholders entitled to vote
that a meeting will be held at a time requested by the person or persons
calling the meeting, not less than thirty-five (35) nor more than sixty (60)
days after the receipt of the
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request. If the notice is not given within twenty (20) days after receipt of
the request, the persons entitled to call the meeting may give the notice.
SECTION 4. NOTICE OF ANNUAL OR SPECIAL MEETING. Except as
otherwise required by law, written notice of each annual or special meeting
of stockholders shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting to each stockholder entitled to vote
thereat. Such notice shall state the place, date and hour of the meeting
and, in the case of a special meeting, shall also state the purpose or
purposes for which the meeting is called. Except as otherwise expressly
required by law, notice of any adjourned meeting of the stockholders need not
be given if the time and place thereof are announced at the meeting at which
the adjournment is taken.
Notice of a stockholders' meeting shall be given either personally
or by mail or by other means of written communication, addressed to the
stockholder at the address of such stockholder appearing on the books of the
Corporation or given by the stockholder to the Corporation for the purpose of
notice. Notice by mail shall be deemed to have been given at the time a
written notice is deposited in the United States mail, postage prepaid. Any
other written notice shall be deemed to have been given at the time it is
personally delivered to the recipient or is delivered to a common carrier for
transmission, or actually transmitted by the person giving the notice by
electronic means, to the recipient.
SECTION 5. NOTICE OF BUSINESS. At any annual meeting of
stockholders, only such business shall be conducted as shall have been
brought before the meeting (a) by or at the direction of the Board, (b) in
accordance with Rule 14a-8 under the Securities Exchange Act of 1934, or (c)
by a stockholder of record entitled to vote at such meeting who complies with
the notice procedures set forth in this Section 5. For business to be
properly brought before an annual meeting by such a stockholder, the
stockholder shall have given timely notice thereof in writing to the
Corporate Secretary. To be timely, such notice shall be delivered to or
mailed and received at the principal executive office of the Corporation not
less than thirty (30) days nor more than ninety (90) days prior to the
meeting; PROVIDED, HOWEVER, that in the event that less than forty (40) days'
notice of the date of the meeting is given by the Corporation, notice by the
stockholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date
of the meeting was mailed or otherwise given. Such stockholder's notice to
the Corporate Secretary shall set forth as to each matter the stockholder
proposes to bring before the meeting (w) a brief description of the business
desired to be brought before the meeting, and in the event that such business
includes a proposal to amend either the Certificate of Incorporation (the
"Certificate of Incorporation") or the Bylaws (the "Bylaws") of the
Corporation, the language of the proposed amendment, (x) the name and address
of the stockholder proposing such business, (y) the class and number of
shares of stock of the Corporation which are owned by such stockholder and
(z) any material personal interest of such stockholder in such business. If
notice has not been given pursuant to this Section 5, the Chairman of the
meeting shall, if the facts warrant, determine and declare to the
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meeting that the proposed business was not properly brought before the
meeting, and such business may not be transacted at the meeting. The
foregoing provisions of this Section 5 do not relieve any stockholder of any
obligation to comply with all applicable requirements of the Securities
Exchange Act of 1934 and rules and regulations thereunder.
SECTION 6. NOTICE OF BOARD CANDIDATE. At any meeting of
stockholders, a person may be a candidate for election to the Board only if
such person is nominated (a) by or at the direction of the Board, (b) by any
nominating committee or person appointed by the Board or (c) by a stockholder
of record entitled to vote at such meeting who complies with the notice
procedures set forth in this Section 6. To properly nominate a candidate, a
stockholder shall give timely notice of such nomination in writing to the
Corporate Secretary. To be timely, such notice shall be delivered to or
mailed and received at the principal executive office of the Corporation not
less than thirty (30) days nor more than ninety (90) days prior to the
meeting; PROVIDED, HOWEVER, that in the event that less than forty (40) days'
notice of the date of the meeting is given by the Corporation, notice of such
nomination to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date
of the meeting was mailed or otherwise given. Such stockholder's notice to
the Corporate Secretary shall set forth (y) as to each person whom the
stockholder proposes to nominate (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or employment
of the person, (iii) the class and number of shares of stock of the
Corporation which are beneficially owned by the person and (iv) any other
information relating to the person that would be required to be disclosed in
a solicitation of proxies for election of directors pursuant to Rule 14a
under the Securities Exchange Act of 1934; and (z) as to the stockholder
giving the notice (i) the name and address of such stockholder and (ii) the
class and number of shares of stock of the Corporation beneficially owned by
such stockholder. The Corporation may require such other information to be
furnished respecting any proposed nominee as may be reasonably necessary to
determine the eligibility of such proposed nominee to serve as a director of
the Corporation. No person shall be eligible for election by the
stockholders as a director at any meeting unless nominated in accordance with
this Section 6.
SECTION 7. QUORUM AND ADJOURNMENT. The holders of a majority of
the stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum for holding all
meetings of stockholders except as otherwise provided by applicable law or by
the Certificate of Incorporation; PROVIDED, HOWEVER, that the stockholders
present at a duly called or held meeting at which a quorum is present may
continue to transact business until adjournment notwithstanding the
withdrawal of enough stockholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the
shares required to constitute a quorum. If it shall appear that such quorum
is not present or represented at any meeting of stockholders, the Chairman of
the meeting shall have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall
be present or represented. At such
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adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. If the adjournment is for more than thirty (30) days, or
if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the meeting. The Chairman of the meeting may
determine that a quorum is present based upon any reasonable evidence of the
presence in person or by proxy of stockholders holding a majority of the
outstanding votes, including without limitation, evidence from any record of
stockholders who have signed a register indicating their presence at the
meeting.
SECTION 8. VOTING. In all matters, when a quorum is present at
any meeting, the vote of the holders of a majority of the capital stock
having voting power present in person or represented by proxy shall decide
any question brought before such meeting, unless the question is one upon
which by express provision of applicable law or of the Certificate of
Incorporation, a different vote is required in which case such express
provision shall govern and control the decision of such question. Such vote
may be by voice vote or by written ballot; PROVIDED, HOWEVER, that the Board
may, in its discretion, require a written ballot for any vote.
Unless otherwise provided in or pursuant to the Certificate of
Incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such stockholder.
SECTION 9. RECORD DATE. The Board may fix, in advance, a record
date for the determination of the stockholders entitled to notice of any
meeting or to vote at such meeting, entitled to vote by written consent on
matters approved by the Board or entitled to receive payment of any dividend
or other distribution, or any allotment of rights, or to exercise rights in
respect of any other lawful actions. The record date so fixed shall be not
more than sixty (60) days nor less than ten (10) days prior to the date of
the meeting, not prior to nor more than ten (10) days after the date of the
resolution fixing the record date for votes by written consent and not more
than sixty (60) days prior to any other action.
SECTION 10. PROXIES. Every person entitled to vote shares has the
right to do so either in person or by one or more persons authorized by a
proxy, in any form which constitutes a valid means of authorization under the
Delaware General Corporation Law, which proxy shall be filed with the
Corporate Secretary. Any proxy duly authorized shall continue in full force
and effect until revoked by the person authorizing it prior to the vote
pursuant thereto by a writing delivered to the Corporation stating that the
proxy is revoked, by the authorization of a subsequent proxy or by attendance
at the meeting; PROVIDED, HOWEVER, that no proxy shall be valid after
expiration of three (3) years from the date of its execution unless otherwise
provided in the proxy.
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SECTION 11. INSPECTORS OF ELECTION. The Board shall appoint one
or more inspectors of election for any meeting of stockholders. The
inspectors shall, in accordance with the provisions of the Delaware General
Corporation Law, (i) ascertain the number of shares outstanding and the
voting power of each, (ii) determine the shares represented at a meeting and
the validity of proxies and ballots, (iii) count all votes and ballots, (iv)
determine and retain for a reasonable period a record of the disposition of
any challenges made to any determination by the inspectors, and (v) certify
their determination by the number of shares represented at the meeting, and
their count of all votes and ballots. The inspectors may appoint or retain
other persons or entities to assist the inspectors in the performance of the
duties of the inspectors. The date and time of the opening and the closing
of the polls for each matter upon which the stockholders will vote at a
meeting shall be announced at the meeting. No ballot, proxies or votes, nor
any revocations thereof or changes thereto, shall be accepted by the
inspectors after the closing of the polls unless the Court of Chancery of the
State of Delaware upon application by a stockholder shall determine
otherwise. No person who is a candidate for an office at an election may
serve as an inspector of such election.
SECTION 12. STOCKHOLDER LISTS. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten (10)
days before every meeting of stockholders, a complete list of stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at
a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting or at the place of the meeting, and
the list shall also be available at the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list of stockholders or the books of the
Corporation, or to vote in person or by proxy at any meeting of the
stockholders.
SECTION 13. VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS.
The transactions of any meeting of stockholders, either annual or special,
however called and noticed, shall be as valid as though passed at a meeting
duly held after regular call and notice, if a quorum is present either in
person or by proxy, and if either before or after the meeting each of the
persons entitled to vote who was not present in person or by proxy signs a
written waiver of notice. Attendance of a stockholder at an annual or
special meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.
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ARTICLE III. DIRECTORS.
SECTION 1. POWERS. Subject to the limitations of the Certificate
of Incorporation or the Bylaws or the Delaware General Corporation Law
relating to action required to be approved by the stockholders or by the
outstanding shares, the business and affairs of the Corporation shall be
managed and all corporate powers shall be exercised by or under the direction
of the Board. The Board may delegate the management of the day-to-day
operation of the business of the Corporation to management or other persons
provided that the business and affairs of the Corporation shall be managed
and all corporate powers shall be exercised under the ultimate direction of
the Board. Without prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the Board shall have the
following powers in addition to the other powers enumerated in the Bylaws:
(a) To select and remove all the officers, agents and
employees of the Corporation, to prescribe the powers and duties for
them as may not be inconsistent with law, with the Certificate of
Incorporation or the Bylaws and to fix their compensation.
(b) To conduct, manage and control the affairs and business
of the Corporation and to make such rules and regulations therefor not
inconsistent with law or with the Certificate of Incorporation or the
Bylaws, as they may deem best.
(c) To adopt, make and use a corporate seal, and to prescribe
the forms of certificates of stock, and to alter the form of such seal
and such certificates from time to time as in their judgment they may
deem best.
(d) To authorize the issuance of shares of stock of the
Corporation from time to time, upon such terms and for such
consideration as may be lawful.
(e) To borrow money and incur indebtedness for the purposes
of the Corporation, and to cause to be executed and delivered therefor,
in the corporate name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecations or other evidences of debt and
securities therefor.
SECTION 2. NUMBER OF DIRECTORS.
(a) The number of directors which shall constitute the Board
shall be nine (9) until changed by an amendment hereof duly adopted by
the Board amending this Section 2.
(b) The Board alone shall have the right, in its sole
discretion, to increase or decrease the number of directors constituting
the Board at any time, and shall be authorized to classify any director
or directors so added to the Board into any of the three classes of
directors (into which the directors shall be divided)
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as it sees fit, provided that the Board shall not be entitled to
increase the number of directors by more than one in any twelve month
period without the affirmative vote of at least two-thirds of the
directors of each class of directors or of at least two-thirds of all of
the outstanding shares of the Corporation.
(c) Any decrease in the authorized number of directors shall
not become effective until the expiration of the term of the directors
then in office unless, at the time of the decrease, there shall be
vacancies on the Board which are being eliminated by the decrease.
SECTION 3. CLASSIFICATION; TERM OF OFFICE. The directors shall be
divided into three classes each consisting of three directors. The term of
office of all directors shall be for three years.
At each annual meeting held, directors shall be elected for a full
three year term to succeed those directors whose terms have expired.
Each director shall serve for a term continuing until the annual
meeting of the stockholders at which the term of the class to which he was
elected expires and until his successor shall have been duly elected and
qualified or until his earlier resignation or removal.
SECTION 4. VACANCIES. Any director may resign effective upon
giving written notice to the Chairman of the Board, the Chief Executive
Officer, the President, the Corporate Secretary or the Board, unless the
notice specifies a later time for the effectiveness of such resignation.
Vacancies may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director. So long as the
directors are divided into classes, any director chosen to fill a vacancy
shall be of the same class as the director he succeeded, and shall hold
office until the next election of that class and until his successor shall be
duly elected and qualified.
If at any time by reason of death or resignation or other cause,
the Corporation shall have no directors in office, then any officer or any
stockholder, or an executor, administrator, trustee or guardian of the
stockholder or other fiduciary entrusted with like responsibility for the
person or estate or a stockholder may call a special meeting of stockholders
in accordance with the provisions of the Bylaws, or may apply to the Court of
Chancery for a decree summarily ordering an election as provided in Section
211 of the Delaware General Corporation Law.
SECTION 5. PLACE OF MEETING. Regular or special meetings of the
Board shall be held at any place designated from time to time by the Board.
In the absence of such designation, regular meetings shall be held at the
principal executive office of the Corporation.
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SECTION 6. ANNUAL ORGANIZATIONAL MEETING. After each annual
election of directors, the newly elected Board shall meet for the election of
officers and the transaction of other business, at such place as the annual
meeting of the stockholders has been held, promptly following the conclusion
of such annual meeting of the stockholders. No notice to the duly elected
directors of such meeting shall be necessary in order legally to constitute
the meeting, provided a quorum shall be present.
SECTION 7. REGULAR MEETINGS. Regular meetings of the Board shall
be held without call at such dates, times and places as the Board may
establish from time to time. Call and notice of all regular meetings of the
Board are hereby dispensed with.
SECTION 8. SPECIAL MEETINGS. Special meetings of the Board for
any purpose or purposes may be called at any time by the Chairman of the
Board, the Chief Executive Officer, the President, the Corporate Secretary or
by any two (2) directors.
Special meetings of the Board shall be held upon forty-eight (48)
hours' written notice or twenty-four (24) hours' notice given personally or
by telephone, telegraph, telex, telecopier or other similar means of
communication. Any such notice shall be addressed or delivered to each
director at such director's address as it is shown upon the records of the
Corporation or as may have been given to the Corporation by the director for
purposes of notice or, if such address is not shown on such records or is not
readily ascertainable, at the place in which the meetings of the directors
are regularly held.
Notice by mail shall be deemed to have been given at the time a
written notice is deposited in the United States mails, postage prepaid. Any
other written notice shall be deemed to have been given at the time it is
personally delivered to the recipient or is delivered to a common carrier for
transmission or actually transmitted by the person giving the notice by
electronic means, to the recipient. Oral notice shall be deemed to have been
given at the time it is communicated, in person or by telephone or wireless,
to the recipient or to a person at the office of the recipient who the person
giving the notice has reason to believe will promptly communicate it to the
recipient.
SECTION 9. QUORUM. A majority of the whole Board shall constitute
a quorum except when a vacancy or vacancies prevents such majority, whereupon
a majority of the directors in office shall constitute a quorum, provided
that such majority shall constitute at least one-third of the whole Board.
Every act or decision done or made by a majority of the directors present at
a meeting duly held at which a quorum is present shall be regarded as the act
of the Board, unless a greater number be required by law or by the
Certificate of Incorporation. A meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal of
directors, if any action is approved by at least a majority of the required
quorum for such meeting.
SECTION 10. PARTICIPATION IN MEETING BY CONFERENCE TELEPHONE.
Members of the Board may participate in a meeting through use of conference
telephone or
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similar communications equipment, so long as all members participating in
such meeting can hear one another.
SECTION 11. WAIVER OF NOTICE. The transactions of any meeting of
the Board, however called and noticed, and wherever held, are as valid as
though a meeting had been duly held after regular call and notice if a quorum
be present and if, either before or after the meeting, each of the directors
not present signs a written waiver of notice, a consent to holding such
meeting or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
SECTION 12. ADJOURNMENT. A majority of the directors present,
whether or not a quorum is present, may adjourn any directors' meeting to
another time and place. Notice of the time and place of holding an adjourned
meeting need not be given to absent directors if the time and place be fixed
at the meeting adjourned. If the meeting is adjourned for more than
twenty-four (24) hours, notice of any adjournment to another time or place
shall be given prior to the time of the adjourned meeting to the directors
who were not present at the time of the adjournment.
SECTION 13. FEES AND COMPENSATION. Directors and members of
committees may receive such compensation, if any, for their services, and
such reimbursement for expenses, as may be fixed or determined by the Board.
SECTION 14. ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the Board or committee thereof may be taken without
a meeting if all members of the Board or committee shall individually or
collectively consent in writing to such action. Such consent or consents
shall have the same effect as a unanimous vote of the Board or committee and
shall be filed with the minutes of the proceedings of the Board or committee.
SECTION 15. COMMITTEES. The Board may appoint one (1) or more
committees, each consisting of one (1) or more directors, and delegate to
such committees any of the authority of the Board except with respect to:
(i) the approval of any action for which the Delaware General
Corporation Law also requires stockholders' approval or approval of the
outstanding shares, including but not limited to amending the
Certificate of Incorporation (except as otherwise permitted by the
Delaware General Corporation Law with respect to shares of stock) and
adopting an agreement of merger or consolidation under Section 251 or
252 of the Delaware General Corporation Law;
(ii) The recommending to the Corporation's stockholders of the
sale, lease or exchange of all or substantially all of the Corporation's
property and assets or a dissolution of the Corporation or a revocation
of a dissolution;
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(iii) The filling of vacancies on the Board or on any committee;
(iv) The fixing of compensation of the directors for serving
on the Board or on any committee;
(v) The amendment or repeal of Bylaws or the adoption of new Bylaws;
(vi) The amendment or repeal of any resolution of the Board
which by its express terms is not so amendable or repealable; or
(vii) The appointment of other committees of the Board or the
members thereof.
Any such committee must be appointed by resolution adopted by a
majority of the whole Board and may be designated an Executive Committee or
by such other name as the Board shall specify. The Board shall have the
power to prescribe the manner in which the proceedings of any such committee
shall be conducted. In the absence of any such prescription such committee
shall have the power to prescribe the manner in which its proceedings shall
be conducted. Unless the Board or such committee shall otherwise provide,
the regular and special meetings and other actions of any such committee
shall be governed by the provisions of this Article III applicable to
meetings and actions of the Board. Minutes shall be kept of each meeting of
each committee.
SECTION 16. RIGHTS OF INSPECTION. Every director shall have the
absolute right at any reasonable time to inspect and copy all the books,
records and documents of every kind and to inspect physical properties of the
Corporation and also of its subsidiary corporations, domestic or foreign.
Such inspection by a director may be made in person or by agent or attorney
and includes the right to copy and obtain extracts.
SECTION 17. REMOVAL. A director may be removed, only for cause,
by the holders of a majority of shares entitled to vote at an election of
directors.
ARTICLE IV. OFFICERS.
SECTION 1. OFFICERS. The officers of the Corporation shall be a
Chairman of the Board or a President or both, a Chief Executive Officer, a
Corporate Secretary, and a Chief Financial Officer. The Corporation may also
have, at the discretion of the Board, one or more Vice Presidents, one or
more Assistant Secretaries, one or more Assistant Financial Officers, and
such other officers as may be elected or appointed in accordance with the
provisions of Section 3 of this Article IV. Any number of offices may be
held by the same person.
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SECTION 2. ELECTION. The officers of the Corporation, except such
officers as may be appointed in accordance with the provisions of Section 3
of this Article IV, shall be chosen annually by, and shall serve at the
pleasure of, the Board, and shall hold their respective offices until their
resignation, removal, or other disqualification from service, or until their
respective successors shall be elected.
SECTION 3. APPOINTMENT OF OFFICERS. The Chief Executive Officer
may appoint such divisional officers as the Chief Executive Officer deems
expedient. Each of these officers shall hold his or her title for such
period, and shall have such authority and perform such duties as the Board or
the Chief Executive Officer or the President of the respective division may
determine.
SECTION 4. REMOVAL AND RESIGNATION. Any officer may be removed,
with or without cause, by the Board at any time and, except in the case of an
officer chosen by the Board, by any officer upon whom such power of removal
may be conferred by the Board. Any such removal shall be without prejudice to
the rights, if any, of the officer under any contract of employment of the
officer.
Any officer may resign at any time by giving written notice to the
Corporation, but without prejudice to the rights, if any, of the Corporation
under any contract to which the officer is a party. Any such resignation
shall take effect at the date of the receipt of such notice or at any later
time specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 5. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in
the manner prescribed in the Bylaws for regular election or appointment to
such office.
SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if
present, shall preside at all meetings of the stockholders and at all
meetings of the Board. The Chairman of the Board shall have the general
powers usually vested in the office of chairman of the board and such other
powers and duties as may be prescribed by the Board.
SECTION 7. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall be the general manager and chief executive officer of the Corporation
and has, subject to the control of the Board, general supervision, direction
and control of the business and officers of the Corporation. The Chief
Executive Officer shall have the general powers and duties of management
usually vested in the offices of general manager and chief executive officer
of a corporation and such other powers and duties as may be prescribed by the
Board. The Board shall have the power to appoint more than one person as
Chief Executive Officer.
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SECTION 8. PRESIDENT. The President shall have the general powers
and duties of management usually vested in the offices of president of a
corporation and such other powers and duties as may be prescribed by the
Board.
SECTION 9. VICE PRESIDENTS. In the absence or disability of the
President or the Chief Executive Officer, the Vice President or Vice
Presidents, if any, in order of their rank as fixed by the Board or, if not
ranked, the Vice President designed by the Board, shall perform all duties of
the President or the Chief Executive Officer, as the case may be and, when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, the President or the Chief Executive Officer, as the case may be. The
Vice President or Vice Presidents shall have such other powers and perform
such other duties as from time to time may be prescribed for them
respectively by the Board.
SECTION 10. CORPORATE SECRETARY. The Corporate Secretary shall
keep or cause to be kept, at the principal executive office and such other
place as the Board may order, a book of minutes of all meetings of
stockholders, the Board and its committees, with the time and place of
holding, whether regular or special, and if special, how authorized, the
notice thereof given, the names of those present at Board and committee
meetings, and the number of shares present or represented at stockholders
meetings, and the proceedings thereof. The Corporate Secretary shall keep,
or cause to be kept, a copy of the Bylaws at the principal executive office
or business office.
The Corporate Secretary shall keep, or cause to be kept, at the
principal executive office a share register, or a duplicate share register,
showing the name of the stockholders and their addresses, the number and
classes of shares held by each, the number and date of certificates issued
for the same, and the number and date of cancellation of every certificate
surrendered for cancellation.
The Corporate Secretary shall give, or cause to be given, notice of
all meetings of the stockholders and of the Board and of any committees
thereof required by the Bylaws or by law to be given, shall keep the seal of
the Corporation in safe custody, and shall have such other powers and perform
such other duties as may be prescribed by the Board.
SECTION 11. ASSISTANT SECRETARIES. The Assistant Secretary or
Assistant Secretaries, if any, shall, in the absence or disability of the
Corporate Secretary, or at his or her request, perform his or her duties and
exercise his or her powers and authority, and shall perform such other duties
and have such other powers as the Board may from time to time prescribe.
SECTION 12. CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall keep and maintain, or cause to be kept and maintained, adequate and
correct accounts of the properties and business transactions of the
Corporation, and shall send or cause to be sent to the stockholders of the
Corporation such financial statements and reports as
12
<PAGE>
are by law or the Bylaws required to be sent to them. The books of account
shall at all times be open to inspection by any director.
The Chief Financial Officer shall deposit all moneys and other
valuables in the name and to the credit of the Corporation with such
depositaries as may be designated by the Board. The Chief Financial Officer
shall disburse the funds of the Corporation as may be ordered by the Board,
shall render to the Chairman of the Board, the Chief Executive Officer, the
President or any of the directors, whenever they request it, an account of
all transactions as Chief Financial Officer and of the financial condition of
the Corporation, and shall have such powers and duties usually vested in the
offices of chief financial officer and chief accounting officer and such
other powers and duties as may be prescribed by the Board.
SECTION 13. ASSISTANT FINANCIAL OFFICERS. The Assistant Financial
Officer or Assistant Financial Officers, if any, shall, in the absence or
disability of the Chief Financial Officer, or at his or her request, perform
his or her duties and exercise his or her powers and authority, and shall
perform such other duties and have such other powers as the Board may from
time to time prescribe.
ARTICLE V. STOCK.
SECTION 1. FORM OF STOCK CERTIFICATE. Every holder of stock in
the Corporation shall be entitled to have a certificate signed by, or in the
name of, the Corporation by the Chairman of the Board, the Chief Executive
Officer, the President or a Vice President, and by the Chief Financial
Officer or an Assistant Financial Officer or the Corporate Secretary or an
Assistant Secretary certifying the number of shares owned in the Corporation.
Any or all of the signatures on the certificate may be a facsimile signature.
If any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to
be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of the
issuance.
If the Corporation shall be authorized to issue more than one class
of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preference and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the Corporation shall
issue to represent such class or series of stock. Except as otherwise
provided in Section 202 of the Delaware General Corporation Law, in lieu of
the foregoing requirements, there may be set forth on the face or back of the
certificate a statement that the Corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special
13
<PAGE>
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
SECTION 2. TRANSFERS OF STOCK. Upon surrender of a certificate
for shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the Corporation
to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
SECTION 3. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board may
direct a new certificate or certificates be issued in place of any
certificate theretofore issued alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of the fact by the person claiming
the certificate to be lost, stolen or destroyed. When authorizing such issue
of a new certificate, the Board may, in its discretion and as a condition
precedent to the issuance, require the owner of such certificate or
certificates, or such person's legal representative, to give the Corporation
a bond in such sum as it may direct as indemnity against any claim that may
be made against the Corporation with respect to the lost, stolen or destroyed
certificate.
SECTION 4. REGISTERED STOCKHOLDERS. The Corporation shall be
entitled to treat the holder of record of any share or shares of stock of the
Corporation as the holder in fact thereof and shall not be bound to recognize
any equitable or other claim to or interest in such share on the part of any
other person, whether or not it shall have express or other notice thereof,
except as expressly provided by applicable law.
ARTICLE VI. OTHER PROVISIONS.
SECTION 1. ENDORSEMENT OF DOCUMENTS; CONTRACTS. Subject to the
provisions of applicable law, any note, mortgage, evidence of indebtedness,
contract, share certificate, conveyance or other instrument in writing and
any assignment or endorsements thereof executed or entered into between the
Corporation and any other person, when signed by the Chief Executive Officer,
the President or any Vice President and the Corporate Secretary, any
Assistant Secretary, the Chief Financial Officer or any Assistant Financial
Officers of the Corporation shall be valid and binding on the Corporation in
the absence of actual knowledge on the part of the other person that the
signing officers had no authority to execute the same. Any such instruments
may be signed by any other person or persons and in such manner as from time
to time shall be determined by the Board, and, unless so authorized by the
Board, no officer, agent or employee shall have any power or authority to
bind the Corporation by any contract or engagement or to pledge its credit or
to render it liable for any purpose or amount.
SECTION 2. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
Chairman of the Board, the Chief Executive Officer, the President, any Vice
President, Corporate Secretary or any other officer or officers authorized by
the Board or the Chairman of the Board are each authorized to vote, represent
and exercise on behalf of
14
<PAGE>
the Corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of the Corporation. The
authority herein granted may be exercised either by any such officer or by
any other person authorized so to do by proxy or power of attorney duly
executed by said officer.
SECTION 3. SEAL. It shall not be necessary to the validity of any
instrument executed by any authorized officer or officers of the Corporation
that the execution of such instrument be evidenced by the corporate seal, and
all documents, instruments, contracts and writings of all kinds signed on
behalf of the Corporation by any authorized officer or officers shall be as
effectual and binding on the Corporation with the corporate seal, as if the
execution of the same had been evidenced by affixing the corporate seal
thereto. The Board may give general authority to any officer to affix the
seal of the Corporation and to attest the affixing by signature.
SECTION 4. FISCAL YEAR. The fiscal year of the Corporation shall
be fixed by resolution of the Board.
SECTION 5. DIVIDENDS. Dividends on the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation,
if any, may be declared by the Board at any regular or special meeting,
pursuant to law, and may be paid in cash, in property or in shares of capital
stock.
Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sums as the directors
from time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the Corporation, or for such other purpose as
the directors shall determine to be in the best interest of the Corporation,
and the directors may modify or abolish any such reserve in the manner in
which it was created.
SECTION 6. CHECKS. All checks, drafts or other orders for payment
of money, notes or other evidences of indebtedness, issued in the name of or
payable to the Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board.
SECTION 7. RIGHTS AND OPTION FOR PURCHASING STOCK. Subject to any
provisions in the Certificate of Incorporation, the Corporation may create
and issue, whether or not in connection with the issue and sale of any shares
of stock or other securities of the Corporation, rights or options entitling
the holders thereof to purchase from the Corporation any shares of its
capital stock of any class or classes, such rights or options to be evidenced
by or in such instrument or instruments as shall be approved by the Board.
The terms upon which, including the time or times, which may be
limited or unlimited in duration, at or within which, and the price or prices
at which any such
15
<PAGE>
shares may be purchased from the Corporation, upon the exercise of any such
right or option, shall be such as shall be stated in the Certificate of
Incorporation, or in a resolution adopted by the Board providing for the
creation and issue of such rights or options, and, in every case, shall be
set forth or incorporated by reference in the instrument or instruments
evidencing such rights or options. In the absence of actual fraud in the
transaction, the judgment of the directors as to the consideration for
issuance of such rights or options and the sufficiency thereof shall be
conclusive.
In case the shares of stock of the Corporation to be issued upon
the exercise of such rights or options shall be shares having a par value,
the price or prices so to be received therefor shall not be less than the par
value thereof. In case the shares of stock so to be issued shall be shares
of stock without par value, the consideration therefor shall be determined in
the manner provided in Section 153 of the Delaware General Corporation Law as
now set forth or as hereafter amended.
SECTION 8. DEFINITIONS. Unless the context otherwise requires,
the masculine gender includes the feminine and neuter, the singular number
includes the plural, and the plural number includes the singular, and the
term "person" includes a corporation as well as a natural person.
ARTICLE VII. INDEMNIFICATION.
SECTION 1. RIGHT TO INDEMNIFICATION. Each person who was or is a
party or is threatened to be made a party or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity or in any other capacity
while serving as a director, officer, employee or agent, shall be indemnified
and held harmless by the Corporation to the fullest extent permitted by the
laws of Delaware as the same exist or may hereafter be amended (but in the
case of such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said laws
permitted the Corporation to provide prior to such amendment) against all
costs, charges, expenses, liabilities and losses (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement and amounts expended in seeking indemnification granted to
such person under applicable law, this bylaw or any agreement with the
Corporation) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; PROVIDED, HOWEVER,
that except as provided in Section 2 of this Article VII, the Corporation
shall indemnify any such person seeking
16
<PAGE>
indemnification in connection with a proceeding (or part thereof) initiated
by such person only if such proceeding (or part thereof) was initiated or
authorized by one or more members of the Board. The right to indemnification
conferred in this Section 1 shall be a contract right and shall include the
right to be paid by the Corporation the expenses incurred in defending any
such proceeding in advance of its final disposition; PROVIDED, HOWEVER, that
if the Delaware General Corporation Law so requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a
director of officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that
such director or officer is not entitled to be indemnified under this Section
1 or otherwise. The Corporation may, by action of the Board, provide
indemnification to employees and agents of the Corporation with the same
scope and effect as the foregoing indemnification of directors and officers.
SECTION 2. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under
Section 1 of this Article VII is not paid in full by the Corporation within
thirty (30) days after a written claim has been received by the Corporation,
the claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than
an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that
the claimant has failed to meet a standard of conduct which makes it
permissible under Delaware law for the Corporation to indemnify the claimant
for the amount claimed. Neither the failure of the Corporation (including
the Board, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification
of the claimant is permissible in the circumstances because he or she has met
such standard of conduct, nor an actual determination by the Corporation
(including the Board, independent legal counsel or its stockholders) that the
claimant has not met such standard of conduct, shall be a defense to the
action or create a presumption that the claimant has failed to meet such
standard of conduct.
SECTION 3. NON-EXCLUSIVITY OF RIGHTS. The right to
indemnification and the payment of expenses incurred in defending a
proceeding in advance of its final disposition conferred in this Article VII
shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
SECTION 4. INSURANCE. The Corporation may maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent
of the Corporation
17
<PAGE>
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability
or loss under Delaware law.
SECTION 5. EXPENSES AS A WITNESS. To the extent that any
director, officer, employee or agent of the Corporation is by reason of such
position, or a position with another entity at the request of the
Corporation, a witness in any action, suit or proceeding, he or she shall be
indemnified against all costs and expenses actually and reasonably incurred
by him or her or on his or her behalf in connection therewith.
SECTION 6. INDEMNITY AGREEMENTS. The Corporation may enter into
indemnity agreements with the persons who are members of the Board from time
to time, and with such officers, employees and agents as the Board may
designate, such indemnity agreements to provide in substance that the
Corporation will indemnify such persons to the full extent contemplated by
this Article VII.
SECTION 7. EFFECT OF AMENDMENT. Any amendment, repeal or
modification of any provision of this Article VII by the stockholders and the
directors of the Corporation shall not adversely affect any right or
protection of a director or other officer of the Corporation existing at the
time of the amendment, repeal or modification.
ARTICLE VIII. EMERGENCY PROVISIONS.
SECTION 1. GENERAL. The provisions of this Article VIII shall be
operative only during a national emergency declared by the President of the
United States or the person performing the President's functions, or in the
event of a nuclear, atomic or other attack on the United States or a disaster
making it impossible or impracticable for the Corporation to conduct its
business without recourse to the provisions of this Article VIII. Said
provisions in such event shall override all other Bylaws in conflict with any
provisions of this Article VIII, and shall remain operative so long as it
remains impossible or impracticable to continue the business of the
Corporation otherwise, but thereafter shall be inoperative; PROVIDED,
HOWEVER, that all actions taken in good faith pursuant to such provisions
shall thereafter remain in full force and effect unless and until revoked by
action taken pursuant to the provisions of the Bylaws other than those
contained in this Article VIII.
SECTION 2. UNAVAILABLE DIRECTORS. All directors of the
Corporation who are not available to perform their duties as directors by
reason of physical or mental incapacity or for any other reason or who are
unwilling to perform their duties or whose whereabouts are unknown shall
automatically cease to be directors, with like effect as if such persons had
resigned as directors, so long as such unavailability continues.
SECTION 3. AUTHORIZED NUMBER OF DIRECTORS. The authorized number
of directors shall be the number of directors remaining after eliminating
those who have
18
<PAGE>
ceased to be directors pursuant to Section 2 of this Article VIII, or the
minimum number required by law, whichever number is greater.
SECTION 4. QUORUM. The number of directors necessary to
constitute a quorum shall be one-third (1/3) of the authorized number of
directors as specified in the foregoing Section 3, or such other minimum
number as, pursuant to the law or lawful decree then in force, it is possible
for the bylaws of a corporation to specify.
SECTION 5. CREATION OF EMERGENCY COMMITTEE. In the event the
number of directors remaining after eliminating those who have ceased to be
directors pursuant to Section 2 of this Article VIII is less than the minimum
number of authorized directors required by law, then until the appointment of
additional directors to make up such required minimum, all the powers and
authorities which the Board could by law delegate, including all powers and
authorities which the Board could delegate to a committee, shall be delegated
to an emergency committee, and the emergency committee shall thereafter
manage the affairs of the Corporation pursuant to such powers and authorities
as may by law or lawful decrees be conferred on any person or body of persons
during a period of emergency.
SECTION 6. CONSTITUTION OF EMERGENCY COMMITTEE. The emergency
committee shall consist of all the directors remaining after eliminating
those who have ceased to be directors pursuant to Section 2 of this Article
VIII, provided that such remaining directors are not less than three (3) in
number. In the event such remaining directors are less than three (3) in
number, the emergency committee shall consist of three (3) persons, who shall
be the remaining director or directors and either one (1) or two (2) officers
or employees of the Corporation, as the remaining director or directors may
in writing designate. If there is no remaining director, the emergency
committee shall consist of the three (3) most senior officers of the
Corporation who are available to serve, and if and to the extent that
officers are not available, the most senior employees of the Corporation.
Seniority shall be determined in accordance with any designation of seniority
in the minutes of the proceedings of the Board, and in the absence of such
designation, shall be determined by rate of remuneration. In event that
there are no remaining directors and no officers or employees of the
Corporation available, the emergency committee shall consist of three (3)
persons designated in writing by the stockholder owning the largest number of
shares of record as of the date of the last record date.
ARTICLE IX. AMENDMENTS.
SECTION 1. AMENDMENTS. Subject to any contrary or limiting
provisions contained in the Certificate of Incorporation, the Bylaws may be
amended or repealed, or new Bylaws may be adopted (a) by the affirmative vote
of a majority of the shares issued and outstanding and entitled to vote at
any annual or special meeting of stockholders, or (b) by the affirmative vote
of the majority of the Board at any regular or
19
<PAGE>
special meeting; provided that the notice of such meeting of stockholders or
directors, whether regular or special, shall specify as one of the purposes
thereof the making of such amendment or repeal, and provided further that any
amendment of the Bylaws made by the Board may be further amended or repealed
by the stockholders.
20
<PAGE>
CERTIFICATE OF CORPORATE SECRETARY
of
INTERNATIONAL RECTIFIER CORPORATION
(a Delaware corporation)
I hereby certify that I am the duly elected and acting Corporate
Secretary of said corporation and that the foregoing Bylaws, comprising 20
pages, constitute the Bylaws of said corporation as duly adopted effective on
March 6, 1995.
/s/ Gerald Koris
----------------------------------------
Gerald Koris, Corporate
Secretary
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