As filed with the Securities and Exchange Commission on
October 2, 1998
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
1997 EMPLOYEE STOCK INCENTIVE PLAN
(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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
each Class of Amount Offering Aggregate Amount of
Securities to be to be Price Per Offering Registration
Registered<F2> Registered<F1> Unit<F3> Price<F3> Fee<F3>
<C> <S> <S> <S> <S>
Common Stock 985,000 $ 5.10 $ 5,023,500.00 $ 1,481.94
$1.00 par value shares<F2>
- -----------------------
<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 preferred 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 of Common Stock 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
Western Edition of the Wall Street Journal as of October 1,
1998.
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.
<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. 333-46901 on Form S-8
as filed on February 26, 1998 relating to the Company's
1997 Employee Stock Incentive Plan.
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 29th day of
September, 1998.
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 posteffective
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 Officer
and Director (Principal Executive Officer)
Alexander Lidow
/s/ Derek B. Lidow Chief Executive Officer
and Director
Derek B. Lidow
<PAGE>
Signature Title
/s/ Robert J. Mueller Executive Vice President-
External Affairs and
Robert J. Mueller Business Development
and Director
/s/ M McGee Vice President,
Chief Financial Officer
Michael P. McGee (also Principal
Accounting Officer)
/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
5. Opinion of Counsel to the Company,
L. Michael Russell (including consent)
23.1. Form of Consent of PricewaterhouseCoopers
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)
EXHIBIT 5
September 29, 1998
International Rectifier Corporation
233 Kansas Street
El Segundo, CA 90245
Ladies and Gentlemen:
At your request, I have examined the Registration Statement
prepared to be filed by International Rectifier Corporation
("Company") with the Securities and Exchange Commission under the
Securities Act of 1933 relating to 985,000 additional shares of
the Common Stock of the Company, $1 par value ("Common Stock") to
be issued and sold in accordance with the Company's 1997 Employee
Stock Incentive Plan ("Plan").
I have examined the Plan, form of agreement and proceedings
to be taken by the Company in connection with the adoption of the
Plan and the grant of options thereunder.
Based on the foregoing examination, 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
Vice President, General
Counsel and Secretary
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8, for the International Rectifier
Corporation 1997 Employee Stock Incentive Plan, of our report
dated July 23, 1998 on our audits of the consolidated financial
statements and the consolidated financial statement schedule of
International Rectifier Corporation as of June 30, 1998 and 1997
and for the years ended June 30, 1998, 1997, and 1996 appearing
in the Company's 1998 Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Los Angeles, California
October 1, 1998
