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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 16, 1996
INTERNATIONAL RECTIFIER CORPORATION
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(Exact name of registrant as specified in charter)
DELAWARE 95-1528961
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(State or other (Commission (IRS employer
jurisdiction of file number) identification
incorporation) number)
233 KANSAS STREET, EL SEGUNDO, CA 90245
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(Address of principal executive offices)
Registrant's telephone number, including area code:
(310) 322-3331
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On August 2, 1996, the Board of Directors of International Rectifier
Corporation (the "COMPANY") declared a distribution of one Right for each
outstanding share of common stock (the "COMMON SHARES") of the Company. The
distribution is to be made as of August 14, 1996 (the "RECORD DATE") to the
shareholders of record on that date. Each Right entitles the registered holder
to purchase from the Company, initially, one one-thousandth of a share of Junior
Participating Preferred Stock ("PREFERRED SHARES") at a price of $135.00 (the
"PURCHASE PRICE"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement between the Company and Chase Mellon
Shareholder Services as Rights Agent (the "RIGHTS AGREEMENT").
Preferred Shares purchasable upon exercise of the Rights will be
entitled to dividends of 1,000 times the dividends, per share, declared on the
Common Shares and in the event of liquidation will be entitled to a minimum
preferential liquidating distribution of $l,000 per share and an aggregate
liquidating distribution, per share, of 1,000 times the distribution made per
Common Share. The Preferred Shares will vote together with the Common Shares
and in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive
1,000 times the amount received per Common Share.
Because of the Preferred Shares' dividend and liquidation rights, the
value when issued of the one one-thousandth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.
Until the earlier to occur of (i) 10 business days following a public
announcement that a person or group of affiliated or associated persons (an
"ACQUIRING PERSON") has acquired beneficial ownership of 20% or more of the
Company's general voting power other than pursuant to a Qualified Offer (as
defined below), the date of such public announcement being called the "STOCK
ACQUISITION DATE," or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors) following the commencement of,
or announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 20% or more of the Company's general voting power (the date of such
earlier occurrence being called the "DISTRIBUTION DATE"), the Rights will be
evidenced by the certificates representing the Common Shares and will be
transferred with and only with the Common Shares. New Common
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Share certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference, and the surrender for transfer of any certificate for Common Shares,
even without such notation, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("RIGHTS CERTIFICATES") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date and such
separate Rights Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on the tenth anniversary of the Record Date (the "FINAL
EXPIRATION DATE"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, as described below.
The Purchase Price payable, the number of shares or other securities
or property issuable upon exercise of the Rights, and the number of outstanding
Rights, are subject to adjustment from time to time to prevent dilution.
A Qualified Offer is a tender offer or exchange offer for all
outstanding Common Shares which is determined by the non-affiliated continuing
directors to be fair to and otherwise in the best interests of the Company and
its shareholders.
If any person becomes an Acquiring Person other than by a purchase
pursuant to a Qualified Offer, proper provision shall be made so that each
holder of a Right, other than Rights beneficially owned by the Acquiring Person
(which will not be entitled to the benefit of such adjustment) will thereafter
have the right to receive upon exercise that number of Common Shares or Common
Share equivalents having a market value of two times the exercise price of the
Right.
If, at any time after an Acquiring Person has become such, the Company
is acquired in a merger or other business combination transaction (other than a
merger which follows a Qualified Offer at the same or a higher price) or 50% or
more of its consolidated assets or earning power are sold, proper provision will
be made so that each holder of a Right will thereafter have the right to
receive, upon the exercise thereof at the then current exercise price of the
Right, that number of shares of common stock of the acquiring company which at
the time of such transaction will have a market value of two times the exercise
price of the Right.
At any time after an Acquiring Person has become such, the Board of
Directors of the Company may exchange the Rights
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(other than Rights owned by such person or group), in whole or in part, at an
exchange ratio of one Common Share per Right (subject to adjustment).
Up to and including the tenth business day after a Stock Acquisition
Date, the Board of Directors of the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right (the "REDEMPTION PRICE"). Immediately
upon any redemption of the Rights, the right to exercise them will terminate and
the only right of the holders will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors
without the consent of the holders of the Rights at any time prior to the
Distribution Date. Thereafter the Rights may be amended to make changes which
do not adversely affect the interests of the holders of the Rights, or which
shorten or lengthen time periods, subject to certain limitations set forth in
the Rights Agreement.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company.
A copy of the Rights Agreement has been filed as Exhibit 4.1 to this
Current Report on Form 8-K. A copy of the Rights Agreement is available free of
charge from the Company. This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference to the Rights
Agreement, which is incorporated herein by reference.
ITEM 7. EXHIBITS
Reference is made to the Exhibit Index annexed hereto and made a part
hereof.
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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
Date: August 16, 1996 By: /S/ Gerald A. Koris
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Name: Gerald A. Koris
Title: Secretary
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EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. NAME OF ITEM PAGE NO.
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4.1 Rights Agreement, dated as of
August 15, 1996, between
International Rectifier Corporation and
Chase Mellon Shareholder Services
as Rights Agent (incorporated
by reference to Exhibit 2 to
the Registration Statement on
Form 8-A dated August 16, 1996
filed with the Securities and
Exchange Commission by
International Rectifier Corporation
(the "Form 8-A")).
4.2 Form of Certificate of
Designations of Junior
Participating Preferred Stock
(incorporated by reference to
Exhibit 4 to the Form 8-A).
20.1 Press Release, dated 7-8
August 5, 1996.
20.2 Form of letter to be sent to
shareholders of International
Rectifier Corporation (incorporated
by reference to Exhibit 3 to the
Form 8-A).
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[LETTERHEAD]
For more information: For Immediate Release
Shelley Baumsten Wagers August 5, 1996
310/726-8512
EXHIBIT 20.1
INTERNATIONAL RECTIFIER ADOPTS SHAREHOLDER RIGHTS PLAN
EL SEGUNDO, California -- International Rectifier Corporation announced
that on Friday its Board of Directors adopted a Shareholder Rights Plan in which
preferred stock purchase rights will be granted for each outstanding share of
the Company's common stock held at the close of business on August 14, 1996.
Eric Lidow, Chairman of the Board, stated that, "The Board adopted the new
Plan to protect against possible future abusive takeover tactics. The Plan was
not adopted in response to any specific effort to acquire control of the
Company, and the Board is not aware of any such effort. The Plan is intended to
ensure fair and equitable treatment for all shareholders in the event of
unsolicited attempts to acquire the Company." Similar plans have been adopted
by over 1,000 public companies.
Each right will entitle a holder of International Rectifier common stock to
buy one one-thousandth of a share of a new series of preferred stock at an
exercise price of $135, subject to adjustment. If a party acquires more than
20% of the Company's stock, or in the event of certain mergers, holders of the
rights would be entitled to purchase either the Company's stock or stock in the
merged entity at half of market value.
The Company will be entitled to redeem the rights for a nominal amount at
any time until the tenth day following public announcement that a 20% position
has been acquired.
Additional details will be outlined in a summary to be mailed to all
shareholders about August 28, 1996.
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International Rectifier is a major worldwide supplier of power
semiconductors, which convert electrical energy to operate power supplies, motor
drives, and lighting ballasts. Its patented HEXFET(R) power MOSFETs and IGBTs
make IR the world leader in field effect transistors. The Company's
technological advances improve the performance and energy efficiency of
electronic and electrical equipment in automotive, consumer,
computer/peripheral, industrial, lighting, telecom, and government/space
applications.
Company contact: Shelley Wagers, 310 726-8512.
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