<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERNATIONAL RECTIFIER CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 95-1528961
(State or other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or organization)
</TABLE>
233 KANSAS STREET
EL SEGUNDO, CA 90245
(310) 726-8000
(Address, including zip code, and telephone number, including
area code, of Registrant's Principal Executive Offices)
L. MICHAEL RUSSELL, ESQ.
EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
INTERNATIONAL RECTIFIER CORPORATION
233 KANSAS STREET
EL SEGUNDO, CA 90245
(310) 726-8000
(Name and address, including zip code, and telephone number,
including area code, of Agent for Service)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
KENDALL R. BISHOP, ESQ. BRYANT B. EDWARDS, ESQ.
O'Melveny & Myers LLP Latham & Watkins
1999 Avenue of the Stars 633 West Fifth Street
Suite 700 Suite 4000
Los Angeles, California 90067 Los Angeles, California 90071
Telephone: (310) 246-6780 Telephone: (213) 485-1234
Facsimile: (310) 246-6779 Facsimile: (213) 891-8763
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT IS DECLARED EFFECTIVE.
--------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box, and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ Registration
No. 333-30348
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
under the Securities Act please check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(2) PER UNIT(3) OFFERING PRICE(3) REGISTRATION FEE(3)
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value(1)............ 1,437,500 $43.25 $62,171,875 $16,414
</TABLE>
(1) Includes rights under the Registrant's Shareholders Rights Plan.
(2) Includes shares subject to the underwriters' over-allotment option.
(3) Estimated solely for the purpose of calculating the registration fee. The
registration fee has been calculated in accordance with Rule 457(c) under
the Securities Act.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement filed under the Securities Act of 1933, as
amended, by International Rectifier Corporation with the Securities and Exchange
Commission incorporates by reference the contents of our Registration Statement
on Form S-3 (File No. 333-30348) relating to the offering of an aggregate of up
to 9,200,000 shares of our Common Stock.
CERTIFICATION
We hereby certify to the Commission that we have instructed our bank to pay
the Commission the filing fee of $16,414 for the additional securities being
registered under this registration statement as soon as practicable (but in any
event no later than the close of business on March 10, 2000); that we will not
revoke such instructions; that we have sufficient funds in the relevant account
to cover the amount of the filing fee; and that we undertake to confirm receipt
of such instructions by the bank on March 10, 2000.
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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<CAPTION>
EXHIBIT
NO. ITEM
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<C> <S> <C>
5.1 Legal opinion of O'Melveny & Myers LLP
regarding legality of securities being
registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of O'Melveny & Myers LLP
(included in Exhibit 5.1)
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of El Segundo, State of California on the 9th day
of March, 2000.
<TABLE>
<S> <C> <C>
INTERNATIONAL RECTIFIER CORPORATION
By: /s/ MICHAEL P. MCGEE
-----------------------------------------
Michael P. McGee
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <S>
/s/ ERIC LIDOW* Chairman of the Board March 9, 2000
------------------------------------
Eric Lidow
/s/ ALEXANDER LIDOW* Director, Chief Executive Officer March 9, 2000
------------------------------------
Alexander Lidow
/s/ ROBERT J. MUELLER* Director, Executive Vice President March 9, 2000
------------------------------------
Robert J. Mueller
/s/ DEREK B. LIDOW* Director March 9, 2000
------------------------------------
Derek B. Lidow
/s/ GEORGE KRSEK* Director March 9, 2000
------------------------------------
George Krsek
/s/ JACK O. VANCE* Director March 9, 2000
------------------------------------
Jack O. Vance
/s/ ROCHUS E. VOGT* Director March 9, 2000
------------------------------------
Rochus E. Vogt
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<C> <C> <S>
/s/ DONALD S. BURNS* Director March 9, 2000
------------------------------------
Donald S. Burns
/s/ JAMES D. PLUMMER* Director March 9, 2000
------------------------------------
James D. Plummer
/s/ MINORU MATSUDA* Director March 9, 2000
------------------------------------
Minoru Matsuda
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ MICHAEL P. MCGEE*
-------------------------------
Michael P. McGee
</TABLE>
<PAGE>
EXHIBIT 5.1
[O'MELVENY & MYERS LLP LETTERHEAD]
March 9, 2000 OUR FILE NUMBER
412,260-110
International Rectifier Corporation
233 Kansas Street
El Segundo, California 90245
RE: REGISTRATION OF SHARES OF COMMON STOCK
OF INTERNATIONAL RECTIFIER CORPORATION
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement") of International Rectifier Corporation, a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, of 1,437,500 shares of Common Stock,
$1.00 par value, of the Company to be offered by the Company (the "Shares").
In our capacity as your counsel, we have examined originals or copies of
those corporate and other records and documents we considered appropriate.
On the basis of such examination, our reliance upon the assumptions in this
opinion and our consideration of those questions of law we considered relevant,
and subject to the limitations and qualifications in this opinion, we are of the
opinion that, when the Board of Directors of the Company, or a duly constituted
committee thereof, has taken all necessary corporate action to authorize and
approve the issuance of the Shares and upon payment for and delivery of the
Shares in accordance with the definitive underwriting agreement approved by the
Board of Directors of the Company, the Shares will be validly issued, fully paid
and non-assessable.
We hereby consent to the use of this opinion in the Registration Statement
and to the reference to this firm under the heading "Legal Matters" in the
Prospectus constituting part of the Registration Statement.
Respectfully submitted,
O'MELVENY & MYERS LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated July 27, 1999, except for Note 9, as
to which the date is September 14, 1999, relating to the consolidated financial
statements of International Rectifier Corporation, as of June 30, 1998 and 1999
and for each of the three years in the period ending June 30, 1999, which appear
in International Rectifier Corporation's Registration Statement on Form S-3
(File No. 333-30348).
PricewaterhouseCoopers LLP
Los Angeles, California
March 9, 2000
