<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 10-K/A
____________________
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended March 31, 1999.
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to _____________.
Commission file number 001-14165
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 executive offices and zip code)
(408) 982-0700
(Registrant's telephone number, including area code)
_______
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None
Securities registered pursuant to Section 12(g) of the Act:
(Title of class)
--------------
Common Stock, $.01 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 of 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. Yes [X] No [_]
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of June 30, 1999, was approximately $10,499,652*. The number
of shares of the Registrant's Common Stock outstanding as of June 30, 1999 is
11,986,714.
____________________
* Based on a closing price of $4.00 per share of the Registrants' Common
Stock on June 30, 1999 held by executive officers, directors and
stockholders whose ownership exceeds 5% of the Common Stock outstanding at
June 30, 1999. Exclusion of such shares should not be construed to indicate
that any such person possesses the power, direct or indirect, to direct or
cause the direction of the management or policies of the of the registrant
or that such person is controlled by or under common control with the
Registrant.
<PAGE>
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED MARCH 31, 1999
TABLE OF CONTENTS
Page
- --------------------------------------------------------------------------------
PART III
Item 10. Directors and Executive Officers of the Registrant. 2
Item 11. Executive Compensation. 3
Item 12. Security Ownership of Certain Beneficial Owners and
Management. 6
Item 13. Certain Relationships and Related Transactions. 7
<PAGE>
PART III
ITEM 10. Directors and Executive Officers of the Registrant
DIRECTORS AND EXECUTIVE OFFICERS
The current directors and executive officers of IXYS Corporation ("IXYS" or
the "Company") are as follows:
NAME AGE POSITION
---- --- --------
Nathan Zommer............. 51 Chairman of the Board, President and
Chief Executive Officer
Arnold Agbayani........... 54 Vice President, Finance and
Administration and Chief Financial
Officer, Director and Secretary
Richard Fassler........... 48 Vice President of Sales and Marketing
Peter Ingram.............. 51 Vice President of European Operations
Andreas Hartmann.......... 55 Director
James Kochman............. 49 Director
At the Annual Meeting of Stockholders, a board of four directors will be
elected. The term of office of each person elected as a director will continue
until the next Annual Meeting of Stockholders or until a successor has been
elected and qualified. All of the nominees are presently directors of the
Company, and their information, in addition to information regarding IXYS'
executive officers, is set forth below.
Dr. Nathan Zommer, the founder of IXYS, has served as a member of the board
of directors since the Company's inception in 1983, and has served as Chairman
of the Board and President and Chief Executive Officer of IXYS since March 1993.
From 1984 to 1993, Dr. Zommer served as the Executive Vice President of IXYS.
Prior to joining IXYS, Dr. Zommer served in a variety of positions with
Intersil, Hewlett Packard and General Electric, including as a scientist in the
Hewlett Packard Laboratories and Director of the Power MOS Division for
Intersil/General Electric. Dr. Zommer received BS and MA degrees in Physical
Chemistry from Tel Aviv University and a Ph.D. in Electrical Engineering from
Carnegie-Mellon University.
Mr. Arnold Agbayani has served as Vice President, Finance and
Administration and Chief Financial Officer, Secretary and Director at IXYS since
1993. From 1989 to 1993, he served as Controller of IXYS. Prior to joining IXYS,
Mr. Agbayani held various financial positions with National Semiconductor,
Fairchild Camera and Instruments, ATARI, Inc. and Frito-Lay, Inc. Mr. Agbayani
received a B.S. in Finance and an MBA from Roosevelt University of Chicago.
Mr. Richard S. Fassler has served as Vice President of Sales and Marketing
since 1993. From 1986 to 1993, he served as Manager of Marketing of IXYS. From
1973 to 1986, Mr. Fassler held various sales and marketing positions with
General Electric. Mr. Fassler received a B.S. in Electronic Engineering from
California Polytechnic State University.
Mr. Peter H. Ingram, has served as Vice President of European Operations of
IXYS since 1994. From 1989 to 1995, he served as Director of Wafer Fab
Operations at IXYS. Mr. Ingram worked with the semiconductor operations of Asea
Brown Boveri Aktiengesellschaft ("ABB AG") from 1982 until such operations were
acquired by IXYS in 1989. Mr. Ingram received an Honors degree in Chemistry from
the University of Nottingham.
Mr. Andreas Hartmann has served as a member of the board of directors since
November 1998. Since 1990 he has served as Assistant General Counsel and Vice
President of ABB AG. Mr. Hartmann received his degree in law from Erlangen
Nurnberg University in 1970 and his degree in law from the Ministry of Justice
of the State of Bavaria in 1973.
James L. Kochman has served as member of the board of directors of the
corporation formerly known as Paradigm Technology, Inc. and now named IXYS
Corporation since June 1994 and has been a partner with the investment banking
firm of Alliant Partners LLP (formerly Bentley, Hall, Von Gehr International)
since April 1992. He was formerly President and Chief Executive Officer of
TEKNA/S-TRON ("TEKNA"), a consumer products company. Prior to joining TEKNA, he
spent six years with FMC Corporation in a variety of corporate staff and
operating assignments, including Director of Manufacturing and Director of
Technology and Business Development with FMC's Ordinance Division in San Jose.
Previously, Mr. Kochman worked for International Harvester Company. Mr. Kochman
received his B.S. in mechanical
<PAGE>
engineering from the University of Illinois and a M.B.A. from the University of
Chicago.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act ("Section 16(a)") requires the Company's
directors and executive officers, and persons who own more than 10 percent of a
registered class of the Company's equity securities, to file with the Commission
initial reports of ownership and reports of changes in ownership of the
Company's Common Stock and other equity securities of the Company. Officers,
directors and greater than 10 percent stockholders are required by Commission
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended March 31, 1999, all Section
16(a) filing requirements applicable to its officers, directors and greater than
ten percent beneficial owners were complied with.
ITEM 11. Executive Compensation
DIRECTOR AND EXECUTIVE COMPENSATION
Directors currently receive no cash compensation from IXYS for their
services as members of the IXYS Board, but are reimbursed for certain expenses
in connection with attendance at IXYS Board and Committee meetings. IXYS' 1994
Stock Option Plan (the "Option Plan"), effective during fiscal 1999, provides
for the grant of options to non-employee directors pursuant to a
nondiscretionary, automatic grant mechanism, whereby each non-employee director
is granted an option at fair market value to purchase 313 shares of the
Company's Common Stock on the date of each Annual Meeting of Stockholders,
provided such director is re-elected. These options vest over four years at the
rate of 25% per year so long as the optionee remains a non-employee director of
IXYS. Each new non-employee director who joins the IXYS Board is automatically
granted an option at fair market value to purchase 1,250 shares of the Company's
Common Stock upon the date on which such person first becomes a non-employee
director. These options vest over four years at the rate of 25% per year. In
fiscal 1999, Mr. Kochman received grants of options to purchase an aggregate of
166 shares of the Company's Common Stock at a per share exercise price of $0.15
under the Option Plan. In fiscal 1999, all option grants to employees and
officers were made from the Option Plan.
The following table sets forth certain compensation awarded or paid by IXYS
during the fiscal year ended March 31, 1999 to its President and Chief Executive
Officer and IXYS' other executive officers who earned more than $100,000 during
the fiscal year ended March 31, 1999 (collectively, the Named Executive
Officers):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------- ------
Securities
Other Annual Underlying
Salary Bonus Compensation Options All Other
Name and Principal Position ($) ($)(1) ($)(2) (#) Compensation
- --------------------------- --- ------ ----- ---
<S> <C> <C> <C> <C> <C>
Nathan Zommer $ 200,004 $ 257,700 $ 16,597 31,300 $ 11,607(3)
President and Chief Executive Officer
Arnold Agbayani $ 128,004 $ 171,600 15,238 17,400 10,229(4)
Secretary, Vice President, Finance and
Administration and Director
Richard S. Fassler 100,848 28,411 7,800 7,000 --
Vice President, Sales and Marketing
Robert P. Kane 100,848 5,000 7,200 19,100 --
Former Vice President, U.S. Operations
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Peter H. Ingram 153,961 25,851 6,893 12,200 --
Vice President, European Operations
</TABLE>
__________________
(1) Represents annual bonus earned for 1999 performance.
(2) Represents car allowance.
(3) Includes $2,110 group term life insurance and $9,497 tax gross-up paid by
the Company.
(4) Includes $2,830 group term life insurance and $7,399 tax gross-up paid by
the Company.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Number of % of Total Annual Rates of
Securities Options Stock Price
Underlying Granted in Exercise Appreciation for
Options Fiscal Price Per Expiration Term (3)
-------------------
Name Granted Year (1) Share (2) Date 5% 10%
- ---- ------- -------- -------- ---- --- ---
<S> <C> <C> <C> <C> <C> <C>
Nathan Zommer..................... 31,300 29.37% $ 3.7125 11/2/08 $ 73,207 $ 184,760
President and Chief Executive
Officer
Arnold Agbayani................... 17,400 16.33 3.375 11/2/08 36,997 93,373
Secretary, Vice President,
Finance and Administration
Richard Fassler................... 7,000 6.57 3.375 11/2/08 14,884 37,564
Vice President, Sales and
Marketing
Robert P. Kane.................... 19,100 17.92 3.375 11/2/08 40,611 102,495
Former Vice President, U.S.
Operations
Peter H. Ingram................... 12,200 11.45 3.375 11/2/08 25,940 65,468
Vice President, European
Operations
</TABLE>
________________
(1) Based on an aggregate of 106,567 options granted to employees and
consultants of the Company in fiscal 1999 including the Named Executive
Officers.
(2) Exercise prices are equal to the closing price of the Company's Common
Stock on the Nasdaq SmallCap Market on the date of grant, except Mr.
Zommer's option was priced 10% above such closing price.
(3) The potential realizable value is calculated based on the term of the
option at its time of grant (10) years and is calculated by assuming that
the stock price on the date of grant appreciates at the indicated annual
rate compounded annually for the entire term of the option and that the
option is exercised and sold on the last day of its term for the
appreciated price. The 5% and 10% assumed rates of appreciation are derived
from the rules of the Securities and Exchange Commission and do not
represent the Company's estimate or projection of the future Common Stock
price.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth information with respect to the number of
securities underlying unexercised options held by the Named Executive Officers
as of March 31, 1999 and the value of unexercised in-the-money options as of
March 31, 1999:
<PAGE>
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Number Of Underlying In-The Money
Shares Unexercised Options at Options at
Acquired On Value March 31, 1999 March 31, 1999(2)
-------------------------- -----------------------------
Name Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable(1)
- ---- -------- ------------ ----------- ------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Nathan Zommer.................. 17,352 $ 40,395 69,786 59,498 $ 1,763 --
President and Chief
Executive Officer
Arnold Agbayani................ -- -- 22,224 27,740 $ 718 --
Secretary, Vice President,
Finance and Administration
Richard Fassler................ 1,156 $ 2,691 13,619 11,888 $ 545 --
Vice President, Sales and
Marketing
Robert P. Kane................. -- -- 10,641 24,364 $ 136 --
Former Vice President, U.S.
Operations
Peter A. Ingram................ -- -- 17,090 17,088 $ 15,502 --
Vice President, European
Operations
</TABLE>
(1) The value realized is based on the fair market value of the Company's
Common Stock on the date of exercise minus the exercise price.
(2) The valuations are based on the fair market value of the Company's Common
Stock on March 31, 1999 of $2.75 minus the exercise price of the options.
EMPLOYMENT CONTRACTS
IXYS entered into an employment agreement, dated as of January 1, 1995,
with Dr. Nathan Zommer, Chief Executive Officer of IXYS. The agreement provides
for, among other things, salaries, bonuses and car allowances as determined by
the IXYS Board. Under the terms of the agreement, IXYS agrees to maintain term
life insurance in the amount of $1,000,000. In addition, the agreement provides
that if IXYS terminates Dr. Zommer's employment without cause, Dr. Zommer shall
be entitled to receive as severance his monthly salary, incremented one month
per year of service to IXYS, to a maximum of twelve months. The agreement also
provides Dr. Zommer with a paid annual physical exam and the limited services of
a financial advisor.
The agreement was amended on July 1, 1998 to extend its term to January 31,
2004. In the amended agreement, Dr. Zommer's annual bonus is 40% of his base
salary, which was increased to $285,000. In addition, he is eligible for an
incentive bonus of three times his base annual salary in the event of certain
transactions significantly affecting IXYS, including a reorganization,
consolidation, merger and sale of IXYS stock or assets. If his employment
terminates within a year after a change of control event, Dr. Zommer is entitled
to receive severance equal to three times his average annual compensation,
continued benefits for 18 months and accelerated vesting of all option shares.
IXYS entered into an employment agreement, dated as of January 1, 1995,
with Mr. Arnold Agbayani, Chief Financial Officer of IXYS. The agreement
provides for, among other things, salaries, bonuses and car allowances as
determined by the IXYS Board. Under the terms of the agreement, IXYS agrees to
maintain term life insurance in the amount of $1,000,000. In addition, the
agreement provides that if IXYS terminates Mr. Agbayani's employment without
cause, Mr. Agbayani shall be entitled to receive as severance his monthly
salary, incremented one month per year of service to IXYS, to a maximum of
twelve months. The agreement also provides Mr. Agbayani with a paid annual
physical exam and the limited services of a financial advisor.
The agreement was amended on July 1, 1998 to extend its term to January 31,
2004. In the amended agreement, Mr. Agbayani's annual bonus is 30% of his base
salary, which was increased to $160,000. In addition, he is eligible for an
incentive bonus of three times his annual base salary in the event of certain
transactions significantly affecting IXYS,
<PAGE>
including a reorganization, consolidation, merger and sale of IXYS stock or
assets. If his employment terminates within a year after a change of control
event, Mr. Agbayani is entitled to receive severance equal to three times his
average annual compensation, continued benefits for 18 months and accelerated
vesting of all option shares.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Securities and Exchange Commission requires disclosure where an
executive officer of a company served or serves as a director or on the
compensation committee of another entity and an executive officer of such other
entity served or serves as a director or on the compensation committee of the
Company. The Company does not have any such interlocks. Decisions as to
executive compensation are made by the Compensation Committee. During fiscal
year 1999, the Compensation Committee was comprised entirely of non-employee
directors.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following sets forth certain information regarding the ownership of the
Company's Common Stock as of June 30, 1999 by (i) each person who is known to
the Company to beneficially own 5% or more of its Common Stock, (ii) each
director and nominee for director, (iii) each of the executive officers named in
the Summary Compensation Table and (iv) all directors and executive officers of
the Company as a group.
<TABLE>
<CAPTION>
Beneficial Ownership (1)
-----------------------------------------
Beneficial Owner Number of Shares Percent of Shares
- ---------------- ---------------- -----------------
<S> <C> <C>
Entities Affiliated with ASEA 5,421,911 45.14%
Brown Boveri Aktiengesellschaft(2)
6800 Manheim
31 Kallstadter Strasse
Germany
Nathan Zommer(3) 3,413,924 28.29
3540 Bassett Street
Santa Clara, CA 95054
Arnold P. Agbayani(4) 287,657 2.39
Richard S. Fassler(5) 204,919 1.71
Peter H. Ingram(6) 197,560 1.66
Robert Kane 136,877 1.14
Andreas Hartmann (7) 5,421,911 45.14
James Kochman (8) 166 *
All directors and executive officers as a group (7 persons)(9) 9,498,678 79.52
</TABLE>
* Represents less than 1%.
(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G filed with the Securities
and Exchange Commission (the "SEC"). Unless otherwise indicated in the
footnotes to this table and subject to community property laws where
applicable, the Company believes that each of the stockholders named in
this table has sole voting and investment power with respect to the shares
indicated as beneficially owned. Applicable percentages are based on
11,986,714 shares of the Company's Common Stock outstanding on June 30,
1999, adjusted as required by rules promulgated by the SEC. Beneficial
ownership also includes shares of stock subject to options and warrants
currently exercisable or convertible, or exercisable or convertible within
60 days of June 30, 1999.
(2) Includes 5,056,193 shares held by ABB AG, 308,750 shares held by ASEA Brown
Boveri Inc. ("ABB Inc."), 19,268 shares held by ASEA-Harvest Partners I and
12,813 shares held by ASEA-Harvest Partners II. Also includes 24,887 shares
which an entity affiliated with ABB AG has the right to acquire pursuant to
a warrant exercisable within 60 days of June 30, 1999.
(3) Includes an aggregate of 2,600 shares held in trusts for Mr. Zommer's
children. Also includes 79,245 shares Mr. Zommer has the right to acquire
pursuant to options exercisable within 60 days of June 30, 1999.
(4) Includes 25,841 shares Mr. Agbayani has the right to acquire pursuant to
options exercisable within 60 days of June 30,
<PAGE>
1999.
(5) Of such shares held, 10,703 will be subject to a purchase option in favor
of the Company within 60 days of June 30, 1999. Includes 15,298 shares Mr.
Fassler has the right to acquire pursuant to options exercisable within 60
days of June 30, 1999.
(6) Of such shares held, 10,703 will be subject to a purchase option in favor
of the Company within 60 days of June 30, 1999. Includes 18,899 shares Mr.
Ingram has the right to acquire pursuant to options exercisable within 60
days of June 30, 1999.
(7) Constitutes 5,056,193 shares held by ABB AG, 308,750 shares held by ABB
Inc., 19,268 shares held by ASEA-Harvest Partners I, 12,813 shares held by
ASEA-Harvest Partners II, and 24,887 shares which an entity affiliated with
ABB AG has the right to acquire pursuant to a warrant exercisable within 60
days of June 30, 1999 (collectively, the "ABB Shares"). Mr. Hartmann
disclaims beneficial ownership of the ABB Shares. Mr. Hartmann is a Vice
President of ABB AG and may be deemed to exercise voting power with respect
to the ABB Shares.
(8) Represents shares Mr. Kochman has the right to acquire pursuant to options
exercisable within 60 days of June 30, 1999.
(9) Includes 139,449 shares issuable upon exercise of outstanding options
exercisable within 60 days of June 30, 1999 and 24,887 shares issuable upon
exercise of an outstanding warrant. See footnotes 3 through 8 above.
ITEM 13. Certain Relationships and Related Transactions
CERTAIN TRANSACTIONS
On September 14, 1995, the IXYS Board authorized stock grants (the "1995
Management Stock Awards"), made pursuant to certain Stock Purchase Agreements,
to Dr. Zommer, Mr. Agbayani, Richard Fassler, Yoram Hirsch, Peter Ingram, and
Robert Kane (each referred to as an "IXYS Executive" and collectively referred
to as "IXYS Executives"). Pursuant to the terms of such agreements, if an IXYS
Executive voluntarily terminates his employment with IXYS or is terminated for
cause (the "Termination"), IXYS has the right to repurchase from such IXYS
Executive any or all of his shares that remain unvested on the Termination date.
In connection with the 1995 Management Stock Awards, an aggregate of 3,908,094
shares of the Company's Common Stock were granted at a price of $0.23 per share
to the IXYS Executives. Such shares were paid for by the IXYS Executives with
recourse promissory notes and vest on a five-year schedule. As of January 1,
1998, Dr. Zommer's and Mr. Agbayani's shares had fully vested. As of March 31,
1999, 24,743 shares remain unvested for each of Mr. Fassler and Mr. Ingram. In
connection with Mr. Hirsch's and Mr. Kane's departures from the Company, the
Company exercised its purchase option with respect to 29,606 and 20,302 shares
respectively, pursuant to the terms of the Stock Purchase Agreements. See also
"Item 11. Executive Compensation."
IXYS has entered into indemnity agreements with certain officers and
directors which provide, among other things, that IXYS will indemnify such
officer or director, under the circumstances and to the extent provided therein,
for expenses, damages, judgments, fines and settlements he may be required to
pay in actions or proceedings which he is or may be made a party by reason of
his position as a director, officer or other agent of IXYS, and otherwise to the
full extent permitted under Delaware law and the Amended and Restated Bylaws of
IXYS. See also "Item 11. Executive Compensation -- Compensation Committee
Interlocks and Insider Participation."
ABB AG is a principal stockholder of IXYS. In fiscal 1999, IXYS
generated revenues of $1.3 million from sales of products to ABB AG and to ABB
AG's affiliates for use as components in their products.
Certain of ABB AG's affiliates are distributors that carry IXYS' product
lines as well as those of other semiconductor companies, some of whom compete
with IXYS. In fiscal 1999, IXYS, generated revenues of $3.8 million from sales
of products to ABB AG's distributor affiliates.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to a report
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: July 28, 1999 IXYS CORPORATION
By: /s/ Arnold P. Agbayani
__________________________________
Dr. Arnold P. Agbayani
Vice President, Finance and
Administration and Chief Financial
Officer and Secretary
