As filed with the Securities and Exchange Commission on
December ___, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
INTERNATIONAL RECTIFIER CORPORATION
(Exact name of registrant as specified in its charter)
________________________________________
Delaware 95-1528961
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
233 Kansas Street
El Segundo, California 90245
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code:
(310) 322-3331
________________
INTERNATIONAL RECTIFIER CORPORATION
AMENDED AND RESTATED STOCK INCENTIVE PLAN OF 1992
(Full title of the plan)
__________________________
L. Michael Russell
Vice President and General Counsel
233 Kansas Street, El Segundo, California 90245
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of each Proposed Proposed
Class of Amount Maximum Maximum
Securities to be Offering Aggregate Amount of
to be Registered Price Per Offering Registration
Registered<2> <1><2> Share<3> Price<#> Fee
Common Stock, 7,500,000 $14.00 $105,000,000 $31,818.18
$1.00 par shares
value
_______________
<FN>
<F1> This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, options and
other rights to purchase or acquire the shares of Common
Stock covered by this Registration Statement and, pursuant
to Rule 416, an additional indeterminate number of shares
which by reason of certain events specified in the Plan may
become subject to the Plan.
(F2) Each share is accompanied by a share purchase right pursuant
to the Registrant's Rights Agreement, dated August 14, 1996,
as amended, with Chase Mellon Shareholder Services, as
Rights Agent.
(F3) Pursuant to Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were
calculated based upon the average of the high and low prices
of the Common Stock reported in the consolidated reporting
system as of November 26, 1997.
The Exhibit Index included in this Registration Statement is at
page 6.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by Rule 428(b)(1)
of the Securities Act of 1933 (the "Securities Act"). Such
documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
These documents, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
This Registration Statement is filed pursuant to
Instruction E of the General Instructions on Form S-8.
<PAGE>
PART II
Item 3. Incorporation of Certain Documents by Reference
The following document of International Rectifier
Corporation (the "Company") filed with the Securities and
Exchange Commission is incorporated herein by reference:
(a) Registration Statement No. 033-63958 on Form S-8
as filed on June 7, 1993 relating to the Company's Stock
Option Plan of 1992.
Item 8. Exhibits
See the attached Exhibit Index.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on
behalf of the undersigned, thereunto duly authorized, in the City
of El Segundo, State of California, on this 24th day of November,
1997.
INTERNATIONAL RECTIFIER CORPORATION
By: /s/ Derek B. Lidow
Derek B. Lidow
Chief Executive Officer
Each person whose signature appears below constitutes
and appoints Alexander Lidow, Derek B. Lidow and Michael P. McGee
and each of them, his or her true and lawful attorneys-in-fact
and agents, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his
or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed below by the
following persons in the capacities and as of the date indicated
above.
Signature Title
/s/ Eric Lidow Chairman of the Board
Eric Lidow
/s/ Alexander Lidow Chief Executive
Alexander Lidow Officer and Director
/s/ Derek B. Lidow Chief Executive
Derek B. Lidow Officer and Director
<PAGE>
/s/ R. J. Mueller Executive Vice
Robert J. Mueller President - External
Affairs and Business
Development and Director
/s/ M McGee Vice President,
Michael P. McGee Chief Financial Officer
(also Principal
Accounting Officer)
/s/ L. Michael Russell Vice President,
L. Michael Russell Secretary and General
Counsel
/s/ Donald S. Burns Director
Donald S. Burns
/s/ George Krsek Director
George Krsek
/s/ M Matsuda Director
Minoru Matsuda
/s/ James D. Plummer Director
James D. Plummer
/s/ Jack O. Vance Director
Jack O. Vance
/s/ Rochus E. Vogt Director
Rochus E. Vogt
<PAGE>
EXHIBIT INDEX
Exhibit
Number
Description
4.1 Amended and Restated Stock Incentive Plan of 1992
5. Opinion of Counsel to the Company, L. Michael Russell
(including consent)
23.1 Form of Consent of Coopers & Lybrand LLP
23.2 Form of Consent of Counsel (included in this Registration
Statement with Exhibit 5)
24. Power of Attorney (included in this Registration
Statement under Signatures)
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
AMENDED AND RESTATED STOCK INCENTIVE PLAN OF 1992
1. Purpose of Plan
The purpose of this Amended and Restated Stock Incentive
Plan (the "Plan") of International Rectifier Corporation, a
Delaware corporation (the "Company") is to enable the Company and
its subsidiaries to attract, motivate and retain their employees
and certain other individuals by providing incentives related to
equity interests in and the financial performance of the Company.
2. Persons Eligible Under Plan
Any person, including any director of the Company, who is an
officer or key employee of the Company or any of its subsidiaries
(an "Eligible Person") shall be eligible to be considered for the
grant of an Award (as defined in Section 5 below) or Awards under
this Plan.
3. Stock Subject to Plan
(a) (i) Aggregate Share Limit; Individual Limits. The maximum
number of shares of Company Common Stock, $1 par value per share
("Common Shares") including ISOs that may be issued, is equal to
one and one-half percent (1-1/2%) of the number of shares of Common
Shares outstanding on January 1, 1993, provided, however, that on
each January 1 thereafter, such maximum number shall be increased
by the number of shares equal to one and one-half percent (1-1/2%)
of the number of shares issued and outstanding on each such date,
and such maximum number, as so adjusted, shall constitute and be
referred to as the "Share Limit". Common Shares that are issued
pursuant to Awards and subsequently reacquired by the Company
pursuant to the terms and conditions of such Awards ("Reacquired
Common Shares") shall be available for reissue within the Share
Limit. Notwithstanding anything contained herein to the contrary,
the aggregate number of Common Shares subject to options and
stock appreciation rights granted during any calendar year to any
individual shall be limited to 200,000 and the maximum individual
limit on the number of shares in the aggregate subject to all
Awards under this Plan granted during any calendar year shall be
400,000.
(ii) Restricted Stock awards granted under this Plan shall
not exceed five percent (5%) of the maximum number of Common
Shares that may be issued pursuant to all awards granted under
this Plan.
(b) Share Reservation. No award may be granted under this Plan
unless, on the date of grant, the sum of (i) the maximum number
of Common Shares issuable at any time pursuant to such award,
plus (ii) the number of Common Shares that have previously been
issued pursuant to Awards granted under this Plan, other than
Reacquired Common Shares available for reissue consistent with
Section 3(a)(i) above or 3(c) below, plus (iii) the maximum
number of Common Shares that may be issued at any time after such
date of grant pursuant to Awards that are outstanding on such
date, does not exceed the Share Limit.
(c) Reissue of Awards and Shares. Awards payable in cash or
payable in cash or Common Shares that are forfeited or for any
reason are not paid under this Plan, and Common Shares subject to
Awards that expire or for any reason are terminated and are not
issued, as well as Reacquired Common Shares, shall be available
for subsequent Awards under the Plan. If an Award is or may be
settled only in cash such Award need not be counted against any
of the Share Limits under this Section 3.
4. Administration of Plan
(a) The Committee. With respect to Awards intended to satisfy
the requirements for performance-based compensation under Section
162(m) of the Internal Revenue Code and regulations thereunder
("Section 162(m)"), this Plan shall be administered by a
committee (the "Committee") of the Board of Directors of the
Company (the "Board") consisting of two or more "outside
directors" (as this term is defined in Section 162(m)). As to
other Awards, this Plan may be administered by the Board or by a
duly authorized committee of directors. Transactions in or
involving Awards intended to be exempt under Rule 16b-3 under
Section 16 of the Securities Exchange Act of 1934 (the "Exchange
Act"), as amended from time to time ("Rule 16b-3"), may be duly
authorized by the Board, a committee of Non-Employee Directors
(as defined in Section 6(a) below and meeting the requirements
for disinterested director of Rule 16b-3), or as otherwise
required or permitted under Rule 16b-3. Awards to Non-Employee
Directors can be made only pursuant to Section 6 below.
(b) Powers of the Committee. Subject to the express provisions
of this Plan, the Committee shall be authorized and empowered to
do all things necessary or desirable in connection with the
administration of this Plan, including, without limitation, the
following:
(i) adopt, amend and rescind rules, regulations and
procedures relating to this Plan and its administration or
the Awards granted under this Plan;
(ii) determine which persons (other than Non-Employee
Directors) meet the requirements of Section 2 hereof for
eligibility under this Plan and to which of such persons, if
any, Awards will be granted under this Plan;
(iii) grant Awards to persons determined to be
Eligible Persons and determine the terms and conditions of
such Awards, including but not limited to the number of
Common Shares issuable pursuant thereto, the times (not more
than 10 years after the initial Award) at which and
conditions upon which Awards become exercisable or vest or
shall expire or terminate, the fair market value of the
Common Shares or Awards from time to time and/or the manner
in which it will be determined, and (subject to applicable
law) the consideration, if any, to be paid upon receipt,
exercise or vesting of Awards; provided, that the fair
market value of each non-qualified option or ISO granted
shall not be less than the closing sale price of the
Company's Common Shares reported for any applicable date on
the New York Stock Exchange-Composite Tape or, if there is
no sale or such date, for the preceding date upon which such
a sale took place;
(iv) determine whether, and the extent to which,
adjustments are required pursuant to Section 8 hereof;
(v) interpret and construe this Plan and the terms and
conditions of any Award granted hereunder, whether before or
after the date set forth in Section 9; and
(vi) determine the circumstances under which,
consistent with the provisions of Section 9, any outstanding
Award may be amended;
which authority (except as to clause (ii) above) shall remain in
effect so long as any Award remains outstanding under this Plan.
(c) Specific Committee Responsibility and Discretion Regarding
Awards. Subject to the express provisions of this Plan, the
Committee, in its sole and absolute discretion, shall determine
all of the terms and conditions of each Award granted under this
Plan, which terms and conditions may include, subject to such
limitations as the Committee may from time to time impose, among
other things, provisions that:
(i) permit the recipient of such Award, including but
not limited to any recipient who is a director or officer of
the Company, to pay the purchase price of the Common Shares
or other property issuable pursuant to such Award, (or any
applicable tax withholding obligation upon such issuance or
in respect of such Award or Shares), in whole or in part, by
any one or more of the following:
(A) the delivery of previously owned shares of
capital stock of the Company (including shares acquired
as or pursuant to Awards) or other property; and/or
(B) a reduction in the amount of Common Shares or
other property otherwise issuable pursuant to such
Award;
(ii) accelerate the receipt of benefits pursuant to
such Award upon the occurrence of specified events
including, without limitation, a change of control of the
Company, an acquisition of a specified percentage of the
voting power of the Company, the dissolution or liquidation
of the Company, a sale of substantially all of the property
and assets of the Company or an event of the type described
in Section 8 hereof, or in other circumstances or upon the
occurrence of other events (including events of a personal
nature) as deemed appropriate by the Committee;
(iii) qualify such Award as an Incentive Stock
Option;
(iv) extend the exercisability, term or vesting
schedule of any or all outstanding Awards, change the price
of any or all outstanding Awards or otherwise change
previously imposed terms and conditions, in the specified
events described in clause (ii) above or in other
circumstances or upon the occurrence of other events
(including events of a personal nature) as deemed
appropriate by the Committee, in each case subject to
Section 10;
(v) authorize the conversion, succession or
substitution of outstanding Awards upon the occurrence of an
event of the type described in Section 8, or in other
circumstances or upon the occurrence of other events as
deemed appropriate by the Committee; and/or
(vi) provide for automatic grants of Awards or
successive Awards.
(d) Binding Determinations. Any action taken by, or inaction
of, the Company, the Board or the Committee relating or pursuant
to this Plan shall be within the absolute discretion of that
entity or body and shall be conclusive and binding upon all
persons. No member of the Board or officer of the Company shall
be liable for any such action or inaction of the entity or body,
of another person or, except in circumstances involving bad
faith, of himself or herself.
(e) Reliance on Experts. In making any determination or in
taking or not taking any action under this Plan, the Board and
the Committee may obtain and may rely upon the advice of experts,
including professional advisors to the Company. No director,
officer or agent of the Company shall be liable for any such
action or determination taken or made or omitted in good faith.
(f) Delegation. The Committee may delegate ministerial,
non-discretionary functions to individuals who are officers or
employees of the Company.
5. Awards
(a) Types of Awards. The Committee, on behalf of the Company,
is authorized under this Plan to enter into any type of
arrangement with an Eligible Person that is not inconsistent with
the provisions of this Plan and that by its terms, involves or
might involve the issuance of (i) Common Shares, (ii) an option,
warrant, convertible security, stock appreciation right
(including limited stock appreciation right) or similar right
with an exercise or conversion privilege at a fixed or variable
price related to the Common Shares or other equity securities of
the Company and/or the passage of time, the occurrence of one or
more events, or the satisfaction of performance criteria or other
conditions, or (iii) any similar security with a value derived
from the value of the Common Shares or other equity securities of
the Company. The authorization of any such arrangement (including
any benefits described in Section 5(d)) is referred to herein as
the "grant" of an "Award." The Committee may authorize any
officer (other than the particular recipient) to execute any or
all agreements memorializing any grant of an Award by the
Committee under this Plan. All Awards shall be evidenced by a
writing memorializing the Award and containing all the terms and
conditions of the Award, executed on behalf of the Company and by
the recipient of the Award.
(b) Form of Awards. Awards are not restricted to any specified
form or structure and may include, without limitation, sales or
bonuses of stock, restricted stock, stock options, reload stock
options, stock purchase warrants, other rights to acquire stock,
securities convertible into or redeemable for stock, stock
appreciation rights, limited stock appreciation rights, phantom
stock, dividend equivalents, performance units or performance
shares, and an Award may consist of one such security or benefit,
or two or more of them in any combination or alternative.
(c) Price; Consideration. Except as provided in the concluding
proviso to Section 4(b)(iii), Common Shares may be issued
pursuant to an Award for any lawful consideration as determined
by the Committee, including, without limitation, services
rendered by the recipient of such Award, but shall not be issued
for less than the minimum lawful consideration.
(d) Cash Awards. The Committee shall have the express
authority to create, add or include a cash payment or benefit
under this Plan, whether in lieu of, in addition to, or as an
Award or as a component of another type of Award.
(e) Transfer Restrictions. Unless the Committee otherwise
expressly provides, an Award shall be exercisable only by the
recipient and shall be nontransferable, except in the event of
the death or incapacity of the recipient. In the case of the
recipient's death, the Award may be exercised by or transferred
to the person or persons designated or entitled by laws of
descent and distribution to succeed to rights of the decedent,
and, in the case of the recipient's incapacity, by the legal
representative of the recipient. The designation of a beneficiary
to receive benefits or exercise rights in the case of a
recipient's death consistent with applicable law and the terms
hereof shall not constitute a transfer.
(f) Tax Withholding. Upon any exercise, vesting, or payment of
any Award, the Company shall have the right at its option to
(i) require the recipient (or his or her heirs, personal
representatives or beneficiaries, as the case may be) to pay or
provide for payment of the amounts of any taxes which the Company
or any subsidiary may be required to withhold with respect to
such transaction or (ii) deduct from any amount payable in case
the amount of any taxes which the Company or any subsidiary may
be required to withhold with respect to such cash amount. In any
case where a tax is required to be withheld in connection with
the delivery of Common Shares under this Plan, the Committee may
grant (either at the time of the Award or thereafter) to the
Participant the right to elect, pursuant to such rules and
subject to such conditions as the Committee may establish, to
have the Company reduce the numbers of shares to be delivered by
(or otherwise reacquire) the appropriate number of shares valued
at their then fair market value, to satisfy such withholding
obligation.
(g) Special Performance-Based Share Awards. Without limiting
the generality of the foregoing, and in addition to options
granted under other provisions of this Section 5, other
performance-based awards within the meaning of Section 162(m)
("Performance-Based Awards"), whether in the form of restricted
stock, performance stock, phantom stock or other rights, the
vesting of which depends on the performance of the Company on a
consolidated, segment, subsidiary, division, or station basis
with reference to revenues, net earnings (before or after taxes
or before or after taxes, interest, depreciation, and/or
amortization), cash flow, return on equity or on assets or on net
investment, or cost containment or reduction, or any combination
thereof (the "business criteria") relative to preestablished
targeted levels of performance (the "performance goals"), may be
granted under this Plan. The specific performance goals must be
approved by the Committee in advance of applicable deadlines
under the Code and while the performance relating to those goals
remains substantially uncertain. Performance goals may be
adjusted to mitigate the unbudgeted impact of material, unusual
or nonrecurring gains and losses, accounting changes or other
extraordinary events not foreseen at the time the goals were set.
Other types of performance and non-performance awards may also be
granted under the other provisions of this Plan.
(i) Maximum Award. In no event shall grants in any calendar year
to a participant under this Section 5 (g) relate to more
than 200,000 shares.
(ii) Committee Certification. Before any Performance-Based Award
under this Section 5(g) is paid, the Committee must certify
that the material terms of the Performance-Based Award were
satisfied.
(iii) Terms and Conditions of Awards. The Committee will have
discretion to determine the restrictions or other
limitations of the individual Awards under this Section
5(g).
6. Non-Employee Director Options
(a) Options Granted to Non-Employee Directors. There shall be
granted on each January 1 during the term of this Plan (without
any action by the Board or Compensation Committee) to each
Non-Employee Director then in office who is not an officer or
employee of the Company or a subsidiary of the Company (a
"Non-Employee Director") an Option to purchase 5,000 shares of
Common Shares. In addition, each Non-Employee Director elected
after the 1992 Annual Meeting of Stockholders has been or will be
automatically granted, upon initial election, an option to
purchase 40,000 shares. Notwithstanding the foregoing and subject
to the adjustments provided by Section 8 of this Plan and Section
12 of the Company's Stock Option Plan of 1984 (the "1984 Plan"),
the aggregate number of shares for which options may be granted
to any Non-Employee Director under both this Plan and the 1984
Plan shall not exceed 120,000 shares. Non-Employee Directors will
not be eligible to receive any other options under this Plan.
(b) Option Price. The Option Price of each Non-Employee
Director Option shall be 100% of the fair market value of a share
of Common Shares on the date of grant. The option price must be
paid in full in cash upon exercise of the Option.
(c) Exercisability. Each Option granted under this Section 6
and all rights and obligations thereunder shall expire ten
(10) years after the date of grant and shall be subject to
earlier termination as provided below. Each Option granted under
this Section 6 shall become exercisable at the rate of 20% per
annum commencing on the first anniversary of the date of grant
and each subsequent anniversary through the fifth anniversary.
(d) Effect of Termination of Directorship. In the event of a
Non-Employee Director's death, an Option granted pursuant to this
Section 6 held by such Non-Employee Director shall immediately
become fully vested and remain fully exercisable for one year
after the date of death or until the expiration of the stated
term of such Option, whichever first occurs. If, after at least
five consecutive years of service on the Board, a Non-Employee
Director voluntarily resigns or decides not to stand for
re-election, then an Option granted under this Section 6 held by
such Non-Employee Director for at least six months from the date
of grant shall immediately become and shall remain fully
exercisable for one year after the date of such resignation or
decision to step down or until the expiration of the stated term
of such Option, whichever occurs first, and shall thereafter
terminate. If a Non-Employee Director's services as a member of
the Board terminate for any reason other than death or, after
five consecutive years of service on the Board with such option
held at least six months, resignation or decision to step down,
any portion of an Option granted pursuant to this Section 6 which
is not then exercisable shall terminate and any portion of such
Option which is then exercisable may be exercised for three
months after the date of such termination or until the expiration
of the stated term of the Option, whichever first occurs.
Notwithstanding anything to the contrary in this Plan, no Options
granted under this Section 6 shall be accelerated to a date less
than six months after the Date of Grant of such Option.
7. No Right to Employment
Neither the existence of this Plan nor the grant of any
Award under this Plan shall create in any grantee the right to
continue to be employed by or to otherwise provide service to the
Company or a subsidiary.
8. Adjustments
If (a) the outstanding securities of the class then subject
to this Plan (the "outstanding shares") (1) are increased,
decreased, exchanged or converted as a result of a stock split
(including a split in the form of a stock dividend), reverse
stock split, or the like or (2) are exchanged for or converted
into cash, property or a different number or kind of securities
(or if cash, property or securities are distributed in respect of
the outstanding shares), as a result of a reorganization, merger,
consolidation, recapitalization, restructuring, or
reclassification, or (b) substantially all of the property and
assets of the Company are sold, or (c) the holders of the
outstanding shares receive an extraordinary dividend (other than
a regular cash dividend or a stock dividend of an amount not
greater than 10% of the previously outstanding shares) or other
extraordinary distribution in cash, property or securities, then,
unless the terms of such transaction shall otherwise provide, the
Committee shall make equitable, appropriate and proportionate
adjustments in (x) the number and type of shares or other
securities or cash or other property that may be acquired
pursuant to Incentive Stock Options and other Awards previously
granted under this Plan, and (y) the maximum number and type of
shares or other securities that may be issued pursuant to
Incentive Stock Options and other Awards thereafter granted under
this Plan, and (z) such other terms of Awards as necessarily are
affected by such event.
9. Term of Plan
No Award shall be granted under this Plan after December 31,
2002. Although Common Shares and/or cash may be issued after that
date pursuant to Awards granted prior to such date, no Common
Shares or cash shall be otherwise issued under this Plan after
such date. Notwithstanding the foregoing, any Award granted prior
to such date may be amended after such date in any manner that
would have been permitted prior to such date, except that no such
amendment shall increase the number of shares subject to,
comprising or referenced in such Award, or extend the final
expiration date of the Award, or reduce (below the fair market
value of the date of the amendment) the exercise price of an
Award.
10. Amendment and Termination of Plan and Awards
The Board may amend or terminate this Plan at any time and
in any manner, subject only to any stockholder approval that may
be required under applicable law. No amendment or termination of
the Plan or change in or affecting any outstanding Award shall
deprive, in any material respect, the recipient, without the
consent of such recipient, of any of his or her rights or
benefits under or with respect to the Award. Adjustments
contemplated by Section 8 shall not be deemed to constitute a
change requiring such consent.
11. Effective Date of Plan
This Plan shall be effective as of the date it has been
approved by the affirmative votes of the holders of at least a
majority of the Common Shares of the Company present, or
represented, and entitled to vote at a meeting duly held in
accordance with applicable law.
12. Legal Issues
(a) Compliance and Choice of Law; Severability. This Plan, the
granting and vesting of Awards under this Plan and the issuance
and delivery of shares of Common Shares and/or the payment of
money under this Plan or under Awards granted hereunder are
subject to compliance with all applicable federal and state laws,
rules and regulations (including but not limited to state and
federal securities law and federal margin requirements) and to
such approvals by any listing, regulatory or governmental
authority as may, in the opinion of counsel for the Company, be
necessary or advisable in connection therewith. Any securities
delivered under this Plan shall be subject to such restrictions
as the Company may deem necessary or desirable to assure
compliance with all applicable legal requirements. This Plan, the
Awards, all documents evidencing Awards and all other related
documents shall be governed by, and construed in accordance with
the laws of the state of incorporation of the Company. If any
provision shall be held by a court of competent jurisdiction to
be invalid and unenforceable, the remaining provisions of this
Plan (subject to Section 12(b)) shall continue in effect.
(b) Plan Construction.
(i) Rule 16b-3. It is the intent of the Company that
this Plan and Awards hereunder satisfy and be interpreted in
a manner that in the case of recipients who are or may be
subject to Section 16 of the Exchange Act ("Section 16
Persons") satisfies the applicable requirements of
Rule 16b-3 so that Awards (or transactions under Awards) to
such persons that are intended to be exempt thereunder will
be entitled to the benefits of Rule 16b-3 and will not be
subjected to avoidable liability thereunder. If any
provisions of this Plan or of any Award would otherwise
frustrate or conflict with the intent expressed above, that
provision to the extent possible shall be interpreted and
deemed amended so as to avoid such conflict, but to the
extent of any remaining irreconcilable conflict with such
intent as to such Section 16 Persons in the circumstances,
the Committee may disregard such provision.
(ii) Section 162(m). It is further the intent of the
Company that Options or SARs or other performance-based
Awards under this Plan granted to persons who are executive
officers or who become executive officers qualify as
performance-based compensation under Section 162(m) of the
Code, and this Plan shall be interpreted consistent with
such intent. Any provision, application or interpretation of
this Plan inconsistent with this intent to satisfy the
standards in Section 162(m) of the Code shall be
disregarded.
(c) Non-Exclusivity of Plan. Nothing in this Plan shall limit
or be deemed to limit the authority of the Board or the Committee
to grant awards or authorize any other compensation, with or
without reference to the Common Shares, under any other plan or
authority.
<PAGE>
December 1, 1997
International Rectifier
233 Kansas Street
El Segundo, CA 90245
Ladies and Gentlemen:
At your request, I have examined the Registration
Statement prepared to be filed by International Rectifier
Corporation (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933 relating to 7,500,000
shares of the Common Stock of the Company, $1 par value (the
"Common Stock") to be issued and sold in accordance with the
Company's Amended and Restated Stock Incentive Plan of 1992 (the
"Plan").
I have examined the Plan to be used in connection with
the sale of Common Stock under the Plan, and have examined the
proceedings taken by the Company in connection with the adoption
of the Plan.
Based on the foregoing examinations, I am of the
opinion that:
(i) the Plan has been duly and validly adopted by the
Company; and
(ii) the shares of Common Stock, when issued and sold
in accordance with the Plan, will constitute legally and validly
issued, fully paid, and non-assessable shares of the Company.
I consent to the filing of this opinion as an exhibit
to the aforesaid Registration Statement.
Respectfully submitted,
/s/ L. Michael Russell
L. Michael Russell
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8, International Rectifier Corporation Amended and
Restated 1992 Stock Incentive Plan, of our report dated July 17, 1997 on
our audits of the consolidated financial statements and the consolidated
financial statement schedules of International Rectifier Corporation as
of June 30, 1997 and 1996 and for the years ended June 30, 1997, 1996
and 1995 appearing in the Company's 1997 Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Los Angeles, California
December 1, 1997
