<PAGE>
As filed with the Securities and Exchange Commission on October 29, 1998
Registration No. 333-________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IXYS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 770140882-5
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3540 Bassett Street
Santa Clara, California 95054-2704
----------------------- ----------
(Address of Principal (Zip Code)
Executive Offices)
Paradigm Technology, Inc. Amended and Restated 1994 Stock Option Plan
IXYS Corporation Amended and Restated 1989 Common Stock Option Plan
- --------------------------------------------------------------------------------
(Full title of the plans)
NATHAN ZOMMER Copy to:
President and Chief Executive Officer JAMES R. JONES, ESQ.
IXYS Corporation Cooley Godward LLP
3540 Bassett Street 3000 El Camino Real
Santa Clara, California 95054-2704 Palo Alto, California 94306-2155
(408) 982-0700 (650) 843-5000
- ------------------------------------- --------------------------------
(Name, address and telephone (Counsel to the Registrant)
number, including area code,
of agent for service)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Securities Amount To Be Maximum Offering Maximum Aggregate Amount of
To Be Registered Registered(1) Price Per Share(2) Offering Price(2) Registration Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 389,914 shares $3.50-$5.19 $1,829,304 $508.55
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) Consists of (i) 115,000 shares that are being registered pursuant to the
Paradigm Technology, Inc. Amended and Restated 1994 Stock Option Plan; and
(ii) 274,914 shares that are being registered pursuant to the IXYS
Corporation 1989 Common Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended. The
price per share and aggregate offering price are based on (a) the weighted
average exercise price for options granted pursuant to the Registrant's
Amended and Restated 1989 Common Stock Option Plan and (b) the average of
the high and low prices of Registrant's common stock as reported on the
Nasdaq SmallCap Market on October 23, 1998.
------------
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933, as amended.
- -------------------------------------------------------------------------------
<PAGE>
PART I
------
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
----------------------------------------------------
Item 1. Plan Information.*
- ------ ----------------
Item 2. Registrant Information and Employee Plan Annual Information.*
- ------ -----------------------------------------------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
Note to Part I of Form S-8.
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Certain Documents by Reference.
- ------ -----------------------------------------------
The following documents filed by Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(1) Registrant's Annual Report on From 10-K for the fiscal year ended
December 31, 1997, which contains or otherwise incorporates by reference
to the 1997 Report to Stockholders or the 1997 Proxy Statement, among
other things, financial statements of Registrant for the fiscal year
ended December 31, 1997 together with the report thereon from
PricewaterhouseCoopers LLP, independent accountants, as amended.
(2) Registrant's Quarterly Report on Form 10-Q for the period ended
March 29, 1998, as amended, and June 30, 1998.
(3) Registrant's Current Report on Form 8-K, as filed with the
Commission on March 10, 1998, May 5, 1998, August 10, 1998, August 19,
1998, August 27, 1998, September 8, 1998, September 14, 1998, and
October 8, 1998.
(4) Registrant's Registration Statement on Form S-4, as filed with
the Commission on June 16, 1998, as amended.
(5) The information with regard to the Registrant's capital stock
contained in Amendment No. 1 to the Registration Statement on Form 8-A, as
filed with the Commission.
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of
-2-
<PAGE>
the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
- ------ -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- ------ -----------------------------------------
Section 145 ("Section 145") of the Delaware General Corporation Law
("DGCL") provides generally and in pertinent part that a Delaware corporation
may indemnify its directors, officers, employees and agents against expenses
(including attorneys' fees), judgments, fines and settlements actually and
reasonably incurred by them in connection with any civil, criminal,
administrative or investigative action, suit or proceeding (except actions by
or in the right of the corporation), if, they acted in good faith and in a
manner they reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal suit or
proceeding, they had no reasonable cause to believe their conduct was
unlawful. Section 145 further provides that, in connection with the defense or
settlement of any action by or in the right of the corporation, a Delaware
corporation may indemnify its directors, officers, employees and agents
against expenses actually and reasonably incurred by them if they acted in
good faith and in a manner they reasonably believed to be in, or not opposed
to, the best interests of the corporation, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have bene adjudged to be liable to the corporation, absent a
determination by a court that such indemnity is proper. Section 145 further
permits a Delaware corporation to grant its directors, officers, employees and
agents additional rights of indemnification through bylaw provisions and
otherwise.
Section 145 further permits a Delaware corporation to purchase and
maintain insurance on behalf of any persons who are or were directors, officers,
employees or agents of the corporation, or are ore were serving at the request
of the corporation as directors, officers, employees or agents of the
corporation, or are or were serving at the request of the corporation as
directors, officers, employees or agents of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
them and incurred by them in any such capacity, or arising out of their status
as such, whether or not the corporation would have the power to indemnify them
against such liability under the other provisions of Section 145.
Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit.
The Restated Certificate of Incorporation of the Registrant provides
for the indemnification of its directors and officers to the fullest extent
provided by the DGCL.
In addition, Article VII of the Registrant's Restated Certificate of
Incorporation provides, in part, as follows:
"To the fullest extent permitted by the Delaware General Corporation
law, a director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware
-3-
<PAGE>
General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit."
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not applicable.
Item 8. Exhibits.
- ------ --------
See Index to Exhibits.
Item 9. Undertakings.
- ------ ------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall
-4-
<PAGE>
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
-5-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, 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 its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Clara, State of California, on October 29,
1998.
IXYS CORPORATION, INC.
By /s/ Nathan Zommer
--------------------------------------
Nathan Zommer
President and Chief Executive Officer
By /s/ Arnold Agbayani
-------------------------------------
Arnold Agbayani
Chief Financial Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Nathan Zommer and Arnold Agbayani and
each of them, his or her true and lawful attorneys-in-fact and agents, each with
full power 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 exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, 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, or his substitute or substitutes,
may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Nathan Zommer President and Chief Executive October 28, 1998
- ----------------------- Officer (Principal Executive
Nathan Zommer Officer) and Director
/s/ Arnold Agbayani Chief Financial Officer (Principal October 28, 1998
- ----------------------- Financial and Accounting Officer)
Arnold Agbayani and Director
/s/ James L. Kochman Director October 21, 1998
- -----------------------
James L. Kochman
Director October __, 1998
- -----------------------
Rolf Karg
</TABLE>
-6-
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Exhibit
------- -------
4.1 1994 Stock Option Plan (amended and restated effective
April 8, 1998).(1)
4.2 1989 Common Stock Option Plan (amended and restated
effective January 22, 1991).
5.1 Opinion regarding legality of securities to be offered.
23.1 Consent of Independent Accountants.
23.2 Consent of Pillsbury Madison & Sutro LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (see page 6).
(1) Filed as an Annex to the Joint Proxy Statement/Prospectus forming part of
the Registration Statement on Form S-4 (No. 333-57003) filed by the
Registrant with the Commission on June 16, 1998, and incorporated by
reference herein.
-7-
<PAGE>
Exhibit 4.2
IXYS CORPORATION
----------------
1989 COMMON STOCK OPTION PLAN
-----------------------------
Adopted by the Board of Directors January 19, 1989
Approved by the Shareholders on January 16, 1990
Amended by the Board of Directors January 22, 1991
1. PURPOSE.
-------
(a) The purpose of the Plan is to provide a means by which
selected key employees, directors of (if declared eligible under paragraph 4)
and consultants to IXYS Corporation, a California corporation (the "Company"),
and its Affiliates, as defined in subparagraph l(b), may be given an
opportunity to purchase stock of the Company.
(b) The word "Affiliate" as used in the Plan means any parent
corporation or subsidiary corporation of the Company, as those terms are
defined in Sections 425(e) and (f), respectively, of the Internal Revenue Code
of 1986, as amended from time to time (the "Code") .
(c) The Company, by means of the Plan, seeks to retain the
services of persons employed by or serving as consultants or directors to the
Company, to secure and retain the services of persons capable of filling such
positions, and to provide incentives for such persons to exert maximum efforts
for the success of the Company.
(d) The Company intends that the options issued under the Plan
shall, in the discretion of the Board of Directors of the Company (the
"Board") or any committee to which responsibility for administration of the
Plan has been delegated pursuant to subparagraph 2(c), be either incentive
stock options as that term is used in Section 422A of the Code ("Incentive
Stock Options"), or options which do not qualify as incentive stock options
("Supplemental Stock Options"). All options shall be separately designated
Incentive Stock Options or Supplemental Stock Options at the time of grant,
and in such form as issued pursuant to paragraph 5, and a
1.
<PAGE>
separate certificate or certificates shall be issued for shares purchased on
exercise of each type of option. An option designated as a Supplemental Stock
Option shall not be treated as an incentive stock option.
2. ADMINISTRATION.
--------------
(a) The Plan shall be administered by the Board unless and until
the Board delegates administration to a committee, as provided in subparagraph
2(c). Whether or not the Board has delegated administration, the Board shall
have the final power to determine all questions of policy and expediency that
may arise in the administration of the Plan.
(b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:
(1) To determine from time to time which of the persons
eligible under the Plan shall be granted options; when and how the option
shall be granted; whether the option will be an Incentive Stock Option or a
Supplemental Stock Option; the provisions of each option granted (which need
not be identical), including the time or times during the term of each option
within which all or portions of such option may be exercised; and the number
of shares for which an option shall be granted to each such person.
(2) To construe and interpret the Plan and options granted
under it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any option agreement, in a
manner and to the extent it shall deem necessary or expedient to make the Plan
fully effective.
(3) To amend the Plan as provided in paragraph 10.
2.
<PAGE>
(4) Generally, to exercise such powers and to perform such
acts as the Board deems necessary or expedient to promote the best interests
of the Company.
(c) The Board may delegate administration of the Plan to a
committee composed of not fewer than three (3) members (the "Committee"), all
of the members of which Committee shall be disinterested persons, if required
and as defined by the provisions of subparagraph 2(d). If administration is
delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board,
subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. The Board may
abolish the Committee at any time and revest in the Board the administration
of the Plan. Additionally, prior to the date of the first registration of an
equity security of the Company under Section 12 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and notwithstanding anything to the
contrary contained herein, the Board may delegate administration of the Plan
to any person or persons and the term "Committee" shall apply to any person or
persons to whom such authority has been delegated.
(d) The term "disinterested person," as used in this Plan, shall
mean an administrator of the Plan, whether a member of the Board or of any
Committee to which responsibility for administration of the Plan has been
delegated pursuant to subparagraph 2(c), (i) who is not at the time he or she
exercises discretion in administering the Plan eligible and has not at any
time within one year prior thereto been eligible for selection as a person to
whom stock may be allocated or to whom stock options or stock appreciation
rights may be granted pursuant to the Plan or any other plan of the Company or
any of its affiliates entitling the participants therein to acquire stock,
stock options or stock appreciation rights of the Company or any of its
3.
<PAGE>
affiliates or (ii) who is otherwise considered to be a "disinterested person"
in accordance with the rules, regulations or interpretations of the Securities
and Exchange Commission. Any such person shall otherwise comply with the
requirements of Rule 16b-3 promulgated under the Securities Exchange Act.
(e) Any requirement that an administrator of the Plan be a
"disinterested person" shall not apply prior to the date of the first
registration of an equity security of the Company under Section 12 of the
Exchange Act and shall not apply if the Board or the Committee expressly
declares that such requirement shall not apply.
3. SHARES SUBJECT TO THE PLAN.
--------------------------
(a) Subject to the provisions of paragraph 9 relating to
adjustments upon changes in stock, the stock that may be sold pursuant to
options granted under the Plan shall not exceed in the aggregate eight million
six hundred three thousand three hundred seventy four (8,603,374) shares of
the Company's common stock, reduced by the aggregate number of shares of the
Company's common stock which have been issued (net of repurchases by the
Company of unvested shares) to employees (including officers) and directors of
and consultants to the Company since the inception of the Company, other than
pursuant to the Plan. If any option granted under the Plan shall for any
reason expire or otherwise terminate without having been exercised in full,
the stock not purchased under such option shall again become available for the
Plan.
(b) The stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.
(c) An Incentive Stock Option may be granted to an eligible
person under the Plan only if the aggregate fair market value (determined at
the time the option is granted) of the
4.
<PAGE>
stock with respect to which incentive stock options (as defined in the Code)
granted after 1986 are exercisable for the first time by such optionee during
any calendar year under all incentive stock option plans of the Company and
its Affiliates does not exceed one hundred thousand dollars ($100,000). Should
it be determined that an option granted under the Plan exceeds such maximum
for any reason other than the failure of a good faith attempt to value the
stock subject to the option, such option shall be considered a Supplemental
Stock Option to the extent, but only to the extent, of such excess; provided,
however, that should it be determined that an entire option or any portion
thereof does not qualify for treatment as an incentive stock option by reason
of exceeding such maximum, such option or the applicable portion shall be
considered a Supplemental Stock Option.
4. ELIGIBILITY.
-----------
(a) Incentive Stock Options may be granted only to key employees
(including officers) of the Company or its Affiliates. A director of the
Company shall not be eligible to receive Incentive Stock Options unless such
director is also a key employee of the Company or any Affiliate. Supplemental
Stock Options may be granted only to employees (including officers) of,
directors of, or consultants to the Company or its Affiliates.
(b) A director shall in no event be eligible for the benefits of
the Plan unless and until such director is expressly declared eligible to
participate in the Plan by action of the Board or the Committee, and only if,
at any time discretion is exercised by the Board or the Committee in the
selection of a director as a person .to whom options may be granted, or in the
determination of the number of shares which may be covered by options granted
to a director, (i) a majority of the Board and a majority of the directors
acting in such matter are disinterested persons, as defined in subparagraph
2(d), (ii) the Committee consists solely of "disinterested
5.
<PAGE>
persons" as defined in subparagraph 2(d), or (iii) the Plan otherwise complies
with the requirements of Rule 16b-3 promulgated under the Exchange Act, as
from time to time in effect. The Board shall otherwise comply with the
requirements of Rule 16b-3 promulgated under the Exchange Act, as from time to
time in effect. This subparagraph 4(b) shall not apply prior to the date of
the first registration of an equity security of the Company under Section 12
of the Exchange Act.
(c) No person shall be eligible for the grant of an option under
the Plan if, at the time of grant, such person owns (or is deemed to own
pursuant to Section 425(d) of the Code) stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Company or of any of its Affiliates unless the exercise price of such option
is at least one hundred ten percent (110%) of the fair market value of such
stock at the date of grant and the term of the option does not exceed five (5)
years from the date of grant.
5. OPTION PROVISIONS.
-----------------
Each option shall be in such form and shall contain such terms and
conditions as the Board or the Committee shall deem appropriate. The
provisions of separate options need not be identical, but each option shall
include (through incorporation of provisions hereof by reference in the option
or otherwise) the substance of each of the following provisions:
(a) The term of any option shall not be greater than ten (10)
years from the date it was granted.
(b) The exercise price of each option shall be not less than one
hundred percent (100%) of the fair market value of the stock subject to the
option on the date the option is granted. The exercise price of each
Supplemental Stock Option shall be not less than eighty-five
6.
<PAGE>
percent (85%) of the fair market value of the stock subject to the option on
the date the option is granted.
(c) The purchase price of stock acquired pursuant to an option
shall be paid, to the extent permitted by applicable statutes and regulations,
either (i) in cash at the time the option is exercised, or (ii) at the
discretion of the Board or the Committee, either at the time of the grant or
exercise of the option, (A) by delivery to the Company of other common stock
of the Company, (B) according to a deferred payment or other arrangement
(which may include, without limiting the generality of the foregoing, the use
of other common stock of the Company) with the person to whom the option is
granted or to whom the option is transferred pursuant to subparagraph 5(d), or
(c) in any other form of legal consideration that may be acceptable to the
Board or the Committee.
In the case of any deferred payment arrangement, interest shall be payable
at least annually and shall be charged at the minimum rate of interest necessary
to avoid the treatment as interest, under any applicable provisions of the Code,
of any amounts other than amounts stated to be interest under the deferred
payment arrangement.
(d) An option shall not be transferable except by will or by the
laws of descent and distribution, and shall be exercisable during the lifetime
of the person to whom the option is granted only by such person.
(e) The total number of shares of stock subject to an option
may, but need not, be allotted in periodic installments (which may, but need
not, be equal). From time to time during each of such installment periods, the
option may be exercised with respect to some or all of the shares allotted to
that period, and/or with respect to some or all of the shares allotted to any
prior period as to which the option was not fully exercised. During the
remainder of the
7.
<PAGE>
term of the option (if its term extends beyond the end of the installment
periods), the option may be exercised from time to time with respect to any
shares then remaining subject to the option. The provisions of this
subparagraph 5(e) are subject to any option provisions governing the minimum
number of shares as to which an option may be exercised.
(f) The Company may require any optionee, or any person to whom
an option is transferred under subparagraph 5(d), as a condition of exercising
any such option, (1) to give written assurances satisfactory to the Company as
to the optionee's knowledge and experience in financial and business matters
and/or to employ a purchaser representative reasonably satisfactory to the
Company who is knowledgeable and experienced in financial and business
matters, and that he or she is capable of evaluating, alone or together with
the purchaser representative, the merits and risks of exercising t. he option;
and (2) to give written assurances satisfactory to the Company stating that
such person is acquiring the stock subject to the option for such person's own
account and not with any present intention of selling or otherwise
distributing the stock. These requirements, and any assurances given pursuant
to such requirements, shall be inoperative if (i) the issuance of the shares
upon the exercise of the option has been registered under a then currently
effective registration statement under the Securities Act of 1933, as amended
(the "Securities Act"), or (ii), as to any particular requirement, a
determination is made by counsel for the Company that such requirement need
not be met in the circumstances under the then applicable securities laws.
(g) An option shall terminate three (3) months after termination
of the optionee's employment or relationship as a consultant or director
with the Company or an Affiliate, unless: (i) such termination is due to such
person's permanent and total disability, within the meaning of Section 422A(c)
(7) of the Code, in which case the option may, but need
8.
<PAGE>
not, provide that it may be exercised at any time within one (1) year
following such termination of employment or relationship as a consultant or
director; or (ii) the optionee dies while in the employ of or while serving as
a consultant or director to the Company or an Affiliate, or within not more
than three (3) months after termination of such relationship, in which case
the option may, but need not, provide that it may be exercised at any time
within one (1) year following the death of the optionee by the person or
persons to whom the optionee's rights under such option pass by will or by the
laws of descent and distribution; or (iii) the option by its terms specifies
either (a) that it shall terminate sooner than three (3) months after
termination of the optionee's employment or relationship as a consultant or
director, or (b) that it may be exercised more than three (3) months after
termination of the relationship with the Company or an Affiliate. This
subparagraph 5(g) shall not be construed to extend the term of any option or
to permit anyone to exercise the option after expiration of its term, nor
shall it be construed to increase the number of shares as to which any option
is exercisable from the amount exercisable on the date of termination of the
optionee's employment or relationship as a consultant or director.
(h) The option may, but need not, include a provision whereby
the optionee may elect at any time during the term of his or her employment or
relationship as a consultant or director with the Company or any Affiliate to
exercise the option as to any part or all of the shares subject to the option
prior to the stated vesting date of the option or of any installment or
installments specified in the option. Any shares so purchased from any
unvested installment or option may be subject to a repurchase right in favor
of the Company or to any other restriction the Board or the Committee
determines to be appropriate.
(i) To the extent provided by the terms of an option, each
participant may satisfy any federal, state or local tax withholding obligation
relating to the exercise of such
9.
<PAGE>
option by any of the following means or by a combination of such means: (1)
tendering a cash payment; (2) authorizing the Company to withhold from the
shares of the common stock otherwise issuable to the participant as a result
of the exercise of the stock option a number of shares having a fair market
value less than or equal to the amount of the withholding tax obligation; or
(3) delivering to the Company owned and unencumbered shares of the common
stock having a fair market value less than or equal to the amount of the
withholding tax obligation.
6. COVENANTS OF THE COMPANY.
------------------------
(a) During the terms of the options granted under the Plan, the
Company shall keep available at all times the number of shares of stock
required to satisfy such options.
(b) The Company shall seek to obtain from each regulatory
commission or agency having Jurisdiction over the Plan such authority as may
be required to issue and sell shares of stock upon exercise of the options
granted under the Plan; provided, however, that this undertaking shall not
require the Company to register under the Securities Act either the Plan, any
option granted under the Plan or any stock issued or issuable pursuant to any
such option. If, after reasonable efforts, the Company is unable to obtain
from any such regulatory commission or agency the authority which counsel for
the Company deems necessary for the lawful issuance and sale of stock under
the Plan, the Company shall be relieved from any liability for failure to
issue and sell stock upon exercise of such options unless and until such
authority is obtained.
7. USE OF PROCEEDS FROM STOCK.
--------------------------
Proceeds from the sale of stock pursuant to options granted under the Plan
shall constitute general funds of the Company.
10.
<PAGE>
8. MISCELLANEOUS.
-------------
(a) The Board or the Committee shall have the power to
accelerate the time during which an option may be exercised or the time during
which an option or any part thereof will vest pursuant to subparagraph 5(e),
notwithstanding the provisions in the option stating the time during which it
may be exercised or the time during which it will vest.
(b) Neither an optionee nor any person to whom an option is
transferred under subparagraph 5(d) shall be deemed to be the holder of, or to
have any of the rights of a holder with respect to, any shares subject to such
option unless and until such person has satisfied all requirements for
exercise of the option pursuant to its terms.
(c) Throughout the term of any option granted pursuant to the
Plan, the Company shall make available to the holder of such option, not later
than one hundred twenty (120) days after the close of each of the Company's
fiscal years during the option term, upon request, such financial and other
information regarding the Company as comprises the annual report to the
shareholders of the Company, if such report has been prepared and distributed
to shareholders.
(d) Nothing in the Plan or any instrument executed or option
granted pursuant thereto shall confer upon any eligible employee or optionee
any right to continue in the employ of the Company or any Affiliate or to
continue acting as a consultant or director or shall affect the right of the
Company or any Affiliate to terminate the employment or consulting
relationship or directorship of any eligible employee or optionee with or
without cause. In the event that an optionee is permitted or otherwise
entitled to take a leave of absence, the Company shall have the unilateral
right to (i) determine whether such leave of absence will be treated as a
termination of employment for purposes of paragraph 5(g) hereof and
corresponding provisions of any
11.
<PAGE>
outstanding options, and (ii) suspend or otherwise delay the time or times at
which the shares subject to the option would otherwise vest.
9. ADJUSTMENTS UPON CHANGES IN STOCK.
---------------------------------
(a) If any change is made in the stock subject to the Plan, or
subject to any option granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange
of shares, change in corporate structure or otherwise), the Plan and
outstanding options will be appropriately adjusted in the class(es) and
maximum number of shares subject to the Plan and the class(es) and number of
shares and price per share of stock subject to outstanding options.
(b) In the event of: (1) a dissolution or liquidation of the
Company; (2) a merger or consolidation in which the Company is not the
surviving corporation; or (3) a reverse merger in which the Company is the
surviving corporation but the shares of the Company's common stock outstanding
immediately preceding the merger are converted by virtue of the merger into
other property, whether in the form of securities, cash or otherwise, then to
the extent permitted by applicable law: (i) any surviving corporation shall
assume any options outstanding under the Plan or shall substitute similar
options for those outstanding under the Plan, or (ii) such options shall
continue in full force and effect. In the event any surviving corporation
refuses to assume or continue such options, or to substitute similar options
for those outstanding under the Plan, then, with respect to options held by
persons then performing services as employees or as consultants or directors
for the Company, as the case may be, the time during which such options may be
exercised shall be accelerated and the options terminated if not exercised
prior to such event.
12.
<PAGE>
10. AMENDMENT OF THE PLAN.
---------------------
(a) The Board at any time, and from time to time, may amend the
Plan. However, except as provided in paragraph 9 relating to adjustments upon
changes in stock, no amendment shall be effective unless approved by the vote
or written consent of the holders of the outstanding shares of the company
entitled to vote, to the degree necessary under applicable laws to obtain
incentive stock option treatment under Section 422A of the Code, within twelve
(12) months before or after the adoption of the amendment, where the amendment
will:
(i) Increase the number of shares reserved for options
under the Plan;
(ii) Modify the requirements as to eligibility for
participation in the Plan (to the extent such modification requires
shareholder approval in order for the Plan to satisfy the requirements of
Section 422A(b) of the Code); or
(iii) Modify the Plan in any other way if such modification
requires shareholder approval in order for the Plan to satisfy the
requirements of Section 422A(b) of the Code or to comply with the requirements
of Rule 16b-3 promulgated under the Exchange Act.
(b) It is expressly contemplated that the Board may amend the
Plan in any respect the Board deems necessary or advisable to provide
optionees with the maximum benefits provided or to be provided under the
provisions of the Code and the regulations promulgated thereunder relating to
employee incentive stock options and/or to bring the Plan and/or incentive
stock options granted under it into compliance therewith.
(c) Rights and obligations under any option granted before
amendment of the Plan shall not be altered or impaired by any amendment of the
Plan unless (i) the Company requests the consent of the person to whom the
option was granted and (ii) such person consents in writing.
13.
<PAGE>
11. TERMINATION OR SUSPENSION OF THE PLAN.
-------------------------------------
(a) The Board may suspend or terminate the Plan at any time.
Unless sooner terminated, the Plan shall terminate ten (10) years from the
date the Plan is adopted by the Board or approved by the stockholders of the
Company, whichever is earlier. No options may be granted under the Plan while
the Plan is suspended or after it is terminated.
(b) Rights and obligations under any option granted while the
Plan is in effect shall not be altered or impaired by suspension or
termination of the Plan, except with the consent of the person to whom the
option was granted.
12. EFFECTIVE DATE OF PLAN.
----------------------
The Plan shall become effective as determined by the Board, but no options
granted under the Plan shall be exercised unless and until the Plan has been
approved by the vote, or written consent of the holders of the outstanding
shares of the Company entitled to vote, to the degree necessary under applicable
laws to obtain incentive stock option treatment under Section 422A of the Code,
and, if required, an appropriate permit has been issued by the Commissioner of
Corporations of the State of California.
14.
<PAGE>
EXHIBIT 5.1
OPINION OF PILLSBURY MADISON & SUTRO LLP
October 23, 1998
IXYS Corporation
3540 Bassett Street
Santa Clara, California
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
IXYS Corporation, a Delaware corporation (the "Company"), with the Securities
and Exchange Commission under the Securities Act of 1933, as amended relating
to 389,914 shares of the Company's common stock (the "Common Stock"), issuable
pursuant to the Paradigm Technology, Inc. Amended and Restated 1994 Stock
Option Plan and the IXYS Corporation Amended and Restated 1989 Common Stock
Option Plan (the "Plans"), it is our opinion that the Common Stock, when
issued and sold in accordance with the Plans, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Pillsbury Madison & Sutro LLP
----------------------------------
Pillsbury Madison & Sutro LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of IXYS Corporation on Form S-8 (to register shares under the Paradigm
Technology, Inc. Amended and Restated 1994 Stock Option Plan and IXYS
Corporation Amended and Restated 1989 Common Stock Option Plan) of our reports
dated February 21, 1998, except as to Note 13, which is as of March 9, 1998, and
except as to the first paragraph of Note 2, which is as of May 1, 1998 of the
financial statements of Paradigm Technology, Inc. as of December 31, 1996 and
1997, and for the three years in the period ended December 31, 1997, and our
report dated May 1, 1998, on our audits of the consolidated financial statements
of IXYS Corporation as of March 31, 1997 and 1998, and the three years in the
period ended March 31, 1998, which reports appear in the registration statement
of Paradigm Technology, Inc. on Form S-4 filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933.
/s/ PRICEWATERHOUSECOOPERS LLP
San Jose, California
October 27, 1998
