As filed with the Securities and Exchange Commission on July 21, 2000
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
Executive Vice President, Secretary 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 each Maximum Maximum
Class of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Unit Price Fee
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,000,000 shares<1><2> $61.0625<3> $122,125,000<3> $32,242<3>
$1.00 par value
================================================================================
<FOOTNOTES>
<1> This Registration Statement covers, in addition to the number of
shares of Common Stock stated above and pursuant to Rule 416(c)
under the Securities Act of 1933, an indeterminate number of shares
and interests in the International Rectifier Corporation 1997 Employee
Stock Incentive Plan (the "Plan") which by reason of certain events
specified in the Plan may become subject to the Plan.
<2> Each share of Common Stock 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.
<3> 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 on
July 19, 2000, as reported on the New York Stock Exchange and published
in the Western Edition of The Wall Street Journal.
</FOOTNOTES>
</TABLE>
The Exhibit Index included in this Registration Statement is at page 6.
<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 documents of International Rectifier
Corporation (the "Company") filed with the Securities and
Exchange Commission are 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.
b. Registration Statement No. 333-65265 on Form S-8
as filed on October 2, 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 21st day of July,
2000.
INTERNATIONAL RECTIFIER CORPORATION
By: /s/ Alexander Lidow
----------------------------------------
Alexander Lidow, Chief Executive Officer
Each person whose signature appears below constitutes
and appoints Alexander 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.
Signature Title Date
--------- ----- ----
/s/ Eric Lidow Chairman of the Board July 21, 2000
-------------------------
Eric Lidow
/s/ Alexander Lidow Chief Executive Officer and July 21, 2000
------------------------- Director (Principal Executive
Alexander Lidow Officer)
/s/ Michael P. McGee Executive Vice President, July 21, 2000
------------------------- Chief Financial Officer
Michael P. McGee (Principal Financial and
Accounting Officer)
/s/ Robert J. Mueller Executive Vice President July 21, 2000
------------------------- and Director
Robert J. Mueller
<PAGE>
/s/ Donald S. Burns Director July 21, 2000
-------------------------
Donald S. Burns
/s/ George Krsek Director July 21, 2000
-------------------------
George Krsek
/s/ Derek B. Lidow Director July 21, 2000
-------------------------
Derek B. Lidow
/s/ Minoru Matsuda Director July 21, 2000
-------------------------
Minoru Matsuda
/s/ James D. Plummer Director July 21, 2000
-------------------------
James D. Plummer
/s/ Jack O. Vance Director July 21, 2000
-------------------------
Jack O. Vance
/s/ Rochus E. Vogt Director July 21, 2000
-------------------------
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)
