<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE PERIOD
ENDED DECEMBER 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 000-26124
IXYS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 770140882-5
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3540 BASSETT STREET
SANTA CLARA, CALIFORNIA 95054-2704
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 982-0700
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods 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 [ ]
The number of shares of the Registrant's Common Stock outstanding as of December
31, 1999 was 12,005,196.
<PAGE>
INDEX
<TABLE>
<S> <C> <C>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.......................................................... 3
CONDENSED CONSOLIDATED BALANCE SHEETS......................................... 3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS............................... 4
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS............................... 5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME..................... 6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS............................... 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS......................................................... 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF RISK.............................. 14
PART II. OTHER INFORMATION............................................................. 15
ITEM 1. LEGAL PROCEEDINGS..................................................... 15
ITEM 5. OTHER INFORMATION..................................................... 17
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K...................................... 17
SIGNATURES.............................................................................. 18
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
IXYS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
March 31, December 31
1999 1999
--------- -----------
(Unaudited)
ASSETS
<S> <C> <C>
Cash and cash equivalents............................................ $ 8,480 $ 8,936
Trade accounts receivable, net....................................... 11,731 14,327
Inventories, net..................................................... 20,167 19,145
Deferred income taxes................................................ 1,617 1,617
--------- -----------
Total current assets............................................ 41,995 44,025
Property and equipment, net.......................................... 11,323 10,702
Goodwill and other intangible assets, net............................ 693 347
Other................................................................ 2,050 2,051
Deferred income taxes................................................ 1,039 1,039
--------- -----------
Total assets.................................................... $ 57,100 $ 58,164
========= ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion, capital leases...................................... $ 1,102 $ 1,110
Current portion, long term debt...................................... 4,369 2,921
Accounts payable..................................................... 5,161 3,839
Other accrued liabilities............................................ 6,954 8,260
--------- -----------
Total current liabilities....................................... 17,586 16,130
Long term capital leases............................................. 2,195 2,277
Long term debt....................................................... 6,211 6,101
Pension obligations.................................................. 5,388 5,084
--------- -----------
Total liabilities............................................... 31,380 29,592
--------- -----------
Common stock......................................................... 120 120
Additional paid-in capital........................................... 43,297 43,299
Notes receivable from employees...................................... (936) (901)
Cumulative translation adjustment.................................... (164) (1,872)
Accumulated deficit.................................................. (16,597) (12,074)
--------- -----------
Total stockholders' equity...................................... 25,720 28,572
--------- -----------
Total liabilities and stockholders' equity...................... $ 57,100 $ 58,164
========= ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
IXYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended December 31,
-------------------------------
1998 1999
---------- -----------
<S> <C> <C>
(Unaudited)
Net Sales...................................................... $16,890 $19,592
Cost of sales.................................................. 12,123 12,654
------- -------
Gross profit................................................ 4,767 6,938
------- -------
Operating expenses.............................................
Research and development..................................... 1,008 1,130
Selling, general and administrative.......................... 2,772 2,751
Amortization of goodwill and intangibles..................... 695 116
------- -------
Total operating expenses.................................... 4,475 3,997
------- -------
Operating income............................................... 292 2,941
Other, net..................................................... (93) (45)
------- -------
Income before income tax provision............................. 199 2,896
Income tax provision........................................... 128 1,107
------- -------
Net income.................................................. $ 71 $ 1,789
======= =======
Net income available for common stockholders per share:
Basic........................................................ $ 0.01 $ 0.15
======= =======
Diluted...................................................... $ 0.01 $ 0.14
======= =======
Shares used in computing per share amounts:
Basic........................................................ 11,841 11,985
======= =======
Diluted...................................................... 12,146 12,469
======= =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE>
IXYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands per share data)
<TABLE>
<CAPTION>
Nine Months Ended December 31,
------------------------------
1998 1999
---------- ----------
<S> <C> <C>
(Unaudited)
Net Sales...................................................... $49,607 $54,081
Cost of sales.................................................. 34,198 35,161
------- -------
Gross profit................................................ 15,409 18,920
------- -------
Operating expenses
Research and development..................................... 3,101 3,500
Selling, general and administrative.......................... 7,464 8,074
Acquisition of in-process research and development........... 5,807
Amortization of goodwill and intangibles..................... 695 347
------- -------
Total operating expenses.................................... 17,067 11,921
------- -------
Operating income (loss)........................................ (1,658) 6,999
Other, net..................................................... 4 (144)
------- -------
Income (loss) before income tax provision...................... (1,654) 6,855
Income tax provision........................................... 1,621 2,332
------- -------
Net income (loss)........................................... $(3,275) $ 4,523
======= =======
Net income (loss) available for common stockholders per share
Basic........................................................ $ (0.48) $0.38
======= =======
Diluted...................................................... $ (0.48) $0.36
======= =======
Shares used in computing per share amounts:
Basic........................................................ 6,845 11,979
======= =======
Diluted...................................................... 6,845 12,405
======= =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE>
IXYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
December 31, December 31
------------------ -----------------
1998 1999 1998 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net income (loss) $ 71 $1,789 $(3,275) $ 4,523
Other comprehensive income, net of tax:
Foreign currency translation adjustments (6) (281) 605 (1,110)
----- ------ ------- ------
Comprehensive income (loss) $ 65 $1,508 $(2,670) (3,413)
===== ====== ======= ======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
<PAGE>
IXYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
December 31
----------------------
1998 1999
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)................................................. $(3,275) $ 4,523
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Depreciation and amortization.................................. 2,791 2,252
Other.......................................................... (682) 1,915
Provision for excess and obsolete inventory.................... 1,556 802
Loss on foreign currency translation........................... 876 39
Amortization of goodwill and intangibles....................... 695 -
Acquisition of in-process research and development............. 5,807 -
Changes in operating assets and liabilities:
Accounts receivable............................................ 802 (4,880)
Inventories.................................................... (1,719) (330)
Prepaid expenses and other current assets...................... (965) (128)
Other assets................................................... (154) 91
Accounts payable............................................... (2,308) (1,262)
Accrued expenses and other liabilities (1,363) 1,526
Pension liabilities............................................ (182) (14)
------- -------
Net cash provided by operating activities................. 1,879 4,534
------- -------
Cash flows used in investing activities:
Acquisition of Paradigm Technology, Inc., net of cash acquired.... (606) -
Purchase of plant and equipment................................... (3,171) (1,877)
------- -------
Net cash used in investing activities..................... (3,777) (1,877)
------- -------
Cash flows from financing activities:
Proceeds from capital lease obligations........................... 2,166 275
Proceeds from notes payable....................................... - 264
Principal payments on capital lease obligations................... (400) -
Repayment of notes payable to bank................................ (836) (1,369)
Other, net........................................................ 4 381
------- -------
Net cash provided by financing activities...................... 934 (449)
------- -------
Effect of foreign exchange rate fluctuations on cash and cash
equivalents...................................................... 552 (1,752)
------- -------
Net increase in cash and cash equivalents (412) 456
Cash and cash equivalents at beginning of period.................... 10,594 8,480
------- -------
Cash and cash equivalents at end of period.......................... $10,182 $ 8,936
======= =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
7
<PAGE>
IXYS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Interim Financial Data (Unaudited):
The unaudited financial statements for the quarters ended December 31, 1998
and 1999 have been prepared on the same basis as the audited financial
statements and, in the opinion of management, include all material adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
financial position and results of operations in accordance with generally
accepted accounting principles. Although certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted pursuant to the
rules and regulations of the Securities and Exchange Commission (the
"Commission"), IXYS Corporation, a Delaware corporation (the "Company") believes
the disclosures made are adequate to make the information presented not
misleading. These financial statements should be read in conjunction with the
Company's consolidated financial statements and notes thereto contained in the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1999.
Effective September 23, 1998, the Company acquired and merged into Paradigm
Technology, Inc. ("Paradigm"), a company that designs and markets fast SRAM
products. The acquisition was structured as a reverse merger whereby Paradigm
issued approximately 11,513,821 shares of its common stock in exchange for all
outstanding shares of IXYS stock. At the conclusion of the merger, IXYS
stockholders held approximately 96% of the combined company. For financial
accounting purposes, IXYS was the surviving company and the historic financial
information is of IXYS. In the Current Report on Form 8-K, filed with the
Commission on September 23, 1998, pro forma results of the merger are presented
and pro forma statements should be read in conjunction with the Company's
consolidated financial statements and notes thereto.
The Company's balance sheet as of March 31, 1999 was derived from the
Company's audited financial statements, but does not include all disclosures
necessary for the presentation to be in accordance with generally accepted
accounting principles.
2. Foreign Currency Translation:
The local currency is considered to be the functional currency of the
operations of IXYS GmbH. Accordingly, assets and liabilities are translated at
the exchange rate in effect at period-end and revenues and expenses are
translated at average rates during the period. Adjustments resulting from the
translation of the accounts of IXYS GmbH into U.S. dollars are included in
cumulative translation adjustment, a separate component of stockholders' equity.
Foreign currency transaction gains and losses are included as a component of
other income and expense.
3. Earnings Per Share:
Basic EPS is computed by dividing net income by the weighted-average number of
common shares outstanding for the period. Diluted EPS reflects the potential
dilution from the exercise or conversion of other securities into common stock.
4. Recent Accounting Pronouncements:
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosure about Segments of an
Enterprise and Related Information" (SFAS 131). SFAS 131 establishes standards
for the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports issued to stockholders. SFAS 131 generally supersedes Statement of
Financial Accounting Standards No.14, "Financial Reporting for Segments of
Business Enterprise." Under SFAS 131, operating segments are components of an
enterprise about which separate financial information is available that is
evaluated regularly
8
<PAGE>
by the chief operating decision maker in deciding how to allocate resources and
in assessing performance. Generally, financial information is required to be
reported on the basis it is used internally. SFAS 131 is effective for financial
statements for periods beginning after December 15, 1997, and restatement of
comparative information for earlier years is required. However, SFAS 131 is not
required to be applied to interim financial statements in the initial year of
application. Based upon the criteria of SFAS 131, the Company has a single
operating segment. Accordingly, the financial statements provided herein satisfy
the standard for reporting. Geographic information about revenues, operating
income and identifiable assets are provided in the notes to the financial
statements.
In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133, or SFAS 133, Accounting for Derivative Instruments and Hedging Activities.
SFAS 133 establishes new standards of accounting and reporting for derivative
instruments and hedging activities. SFAS 133 requires that all derivatives be
recognized at fair value in the balance sheet, and that the corresponding gains
or losses be reported either in the statement of operations or as a component of
comprehensive income, depending on the type of hedging relationship that exists.
SFAS 133 will be effective for fiscal years beginning after June 15, 1999. The
Company does not currently hold derivative instruments or engage in hedging
activities.
In March 1998, the Accounting Standards Executive Committee, or AcSEC,
released Statement of Position 98-1, or SOP 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use. SOP 98-1 requires
companies to capitalize certain costs of computer software developed or obtained
for internal use, provided that those costs are not research and development.
SOP 98-1 is effective for fiscal years beginning after December 15, 1998. The
Company is evaluating the requirements of SOP 98-1 and the effects, if any, on
the Company's current policies on accounting for software costs.
5. Comprehensive Income:
The only component of comprehensive income for the three months December 31,
1998 and 1999 was the change in the cumulative translation adjustment.
6. Inventories:
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
March 31, December 31,
1999 1999
--------- ------------
<S> <C> <C>
Raw materials.................................. $ 3,368 $ 3,616
Work in process................................ 13,654 12,842
Finished goods................................. 9,172 9,260
------- -------
26,194 25,718
Less inventory reserve......................... (6,027) (6,573)
------- -------
$20,167 $19,145
======= =======
</TABLE>
9
<PAGE>
7. Computation of Net Income (Loss) Per Share:
Basic and diluted earnings per share are calculated as follows (in thousands,
except per share amounts):
<TABLE>
<CAPTION>
Three Months Ended December 31,
-------------------------------
1998 1999
---------- ----------
<S> <C> <C>
Basic:
Weighted, average shares outstanding for the period (1).............. 11,841 11,985
------- -------
Shares used in computing per share amounts........................... 11,841 11,985
------- -------
Net income (loss) available for common stockholders.................. $ 71 $ 1,789
Net income (loss) available for common stockholders per share........ $ 0.01 $ 0.15
======= =======
Diluted:
Weighted, average shares outstanding for the period (1).............. 11,841 11,985
Net effective dilutive stock options based on the treasury stock
method using average market price................................... 305 484
Shares used in computing per share amounts........................... 12,146 12,469
======= =======
Net income available for common stockholders......................... $ 71 $ 1,789
Net income per share available for common stockholders............... $ 0.01 $ 0.14
</TABLE>
<TABLE>
<CAPTION>
Nine Months Ended December 31,
-------------------------------
1998 1999
---------- ----------
<S> <C> <C>
Basic:
Weighted, average shares outstanding for the period (1).............. 6,845 11,979
Shares used in computing per share amounts........................... 6,845 11,979
Net income (loss) available for common stockholders.................. $(3,275) $ 4,523
Net income (loss) available for common stockholders per share........ $ (0.48) $ 0.38
Diluted:
Weighted, average shares outstanding for the period (1) 6,845 11,979
Net effective dilutive stock options based on the treasury stock - 426
method using average market price...................................
Shares used in computing per share amounts........................... 6,845 12,405
Net income available for common stockholders......................... $(3,275) $ 4,523
Net income per share available for common stockholders............... $ (0.48) $ 0.36
</TABLE>
(1) 1998 shares represent shares outstanding prior to the September 1998
merger. See Note 1.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This discussion contains forward-looking statements, which are subject to
certain risks and uncertainties, including without limitation those described in
the Company's Annual Report on Form 10-K, which has been filed with the
Securities and Exchange Commission (the "SEC"). Actual results may differ
materially from the results discussed in the forward-looking statements.
Actual results may differ materially from the results discussed in the
forward-looking statements. Important factors affecting the Company's (as
defined below) ability to achieve future revenue growth include whether, and the
extent to which, demand for the Company's products increases and reflects real
end-user demand; whether customer cancellations and delays of outstanding orders
increase; and whether the Company is able to manufacture in a correct mix to
respond to orders on hand and new orders received in the future; whether the
Company is able to achieve its new product development and introduction goals,
including, without limitation, goals for recruiting, retaining, training, and
motivating engineers, particularly design engineers, and goals for conceiving
and introducing timely new products that are well received in the marketplace;
and whether the Company is able to successfully commercialize its new
technologies, which it has been investing in by designing and introducing new
products based on these new technologies.
Other important factors that could cause actual results to differ materially
from those predicted include overall economic conditions, such as the economic
issues affecting Asian countries; fluctuations in currency exchange ratios as
the Company sells products in currencies other than the U.S. dollar; demand for
electronic products and semiconductors generally; demand for the end-user
products for which the Company's semiconductors are suited; the level of
utilization of the Company's production capacity; timely availability of, and
changes in the cost of, raw materials, equipment, supplies and services;
unanticipated manufacturing problems; problems in obtaining products from
outside foundries that manufacture for the Company; increases in production and
engineering costs associated with initial manufacture of new products;
technological and product development risks; competitors' actions; and other
risk factors described in the Company's filings with the Commission on
Form 10-K.
The impact of these and other factors on the Company's revenues and operating
results in any future period cannot be forecasted with certainty. The Company's
expense levels are based, in part, on its expectations as to future revenues.
Because the Company's sales are generally made pursuant to purchase orders that
are subject to cancellation, modification, quantity reduction or rescheduling on
short notice and without significant penalties, the Company's backlog as of any
particular date may not be indicative of sales for any future period, and such
changes could cause the Company's net sales to fall below expected levels. If
revenue levels are below expectations, operating results are likely to be
materially adversely effected. Net income, if any, and gross margins may be
disproportionately affected by a reduction in net sales because a
proportionately smaller amount of the Company's expenses varies with its
revenues.
All forward-looking statements included in this document are made as of the
date hereof, based on the information available to the Company as of the date
hereof, and the Company assumes no obligation to update any forward- looking
statement.
OVERVIEW
On September 23, 1998, IXYS Corporation, a Delaware corporation ("IXYS"),
merged with Paradigm in a transaction accounted for as a reverse merger. In the
merger, the historic accounting records of IXYS became those of the combined
company, and, accordingly, Paradigm formally changed its name to "IXYS
Corporation" (the combined company of which is referred to in this report as the
"Company" or the "Registrant").
The Company designs, develops and markets power semiconductors used primarily
in controlling energy in motor drives, power conversion (including
uninterruptible power supplies ("UPS") and switch mode power supplies ("SMPS"))
and medical electronics. The Company's power semiconductors convert electricity
at relatively high
11
<PAGE>
voltage and current levels to create efficient power as required by a specific
application. The Company's target market includes segments of the power
semiconductor market that require medium to high power semiconductors, with a
particular emphasis on higher power semiconductors, which the Company considers
to be those capable of processing greater than 500 watts of power. The Company
offers a broad line of power semiconductors, including power MOSFETs, insulated
gate bipolar transistors ("IGBTs"), thyristors (silicon controlled rectifiers or
"SCRs") and rectifiers, including fast recovery epitaxial diodes ("FREDs"). In
addition, the Company also designs and markets high speed, high density static
random access memory ("SRAM") semiconductor devices to meet the needs of
advanced telecommunications devices, networks, workstations, high performance
PCs, advanced modems and complex military/aerospace applications.
RESULTS OF OPERATIONS
Net Sales. Net sales for the three months ended December 31, 1999 were $19.6
million, an increase of 16.0% from the $16.9 million reported in the three
months ended December 31, 1998. For the first nine months of fiscal 2000, net
sales of $54.1 million were $4.5 million, or 9.0% higher than for the same
period in fiscal 1999. Average selling prices for the three months ended
December 31, 1999 and for the year to date period increased over the same
periods in the prior year. Future revenue will depend largely upon customer
demand.
Gross Profit. Gross profit was 35.4% of net sales for the three months ended
December 31, 1999 as compared to 28.2% for the three months ended December 31,
1998. Gross profit was 35.0% of net sales for the nine months ended December
31, 1999 as compared to 31.1% for the nine-month period ended December 31,
1998. The increase in gross profit for the nine month period ended December
31, 1999 as compared to the same period in 1998 was due to higher average
selling prices per unit.
Research and Development. Research and development expenses increased
$122,000 in the three months ended December 31, 1999, compared to the same
period in 1998. Research and development expenses increased $399,000 in the
nine months ended December 31, 1999, compared to the same period in 1998.
Research and development expenses increased primarily due to expanded research
and development efforts.
Selling, General and Administrative. Selling, general and administrative
expenses remained relatively unchanged for the three months ended December 31,
1999, compared to the same period in the prior fiscal year. Selling, general
and administrative expenses increased $610,000 in the nine months ended December
31, 1999, compared to the same period in the prior fiscal year. The increase in
selling, general and administrative expenses was primarily related to increased
compliance costs associated with being a publicly traded company, including
compliance with SEC rules and regulations. The Company anticipates that
operating expenses will fluctuate in absolute dollars and as a percentage of net
sales as headcount is modified to support new product introductions, and due to
changes in levels of production volume and unit shipments.
Acquisition of In-Process Research and Development. The Company recorded a
one-time charge of $5.8 million in connection with the acquisition of Paradigm
in the period ending December 31, 1998.
Provision for Income Taxes. The income tax provision for the three months and
nine months ended December 31, 1999 reflects the Company's expected effective
tax rate for fiscal year 2000.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations to date through the private sale of
equity, lease financing, and bank borrowings. As of December 31, 1999, cash and
cash equivalents were $8.9 million, an increase of $400,000 from cash and cash
equivalents of $8.5 million at March 31, 1999. The increase in cash and cash
equivalents was primarily due to cash generated from operations.
The Company maintains line of credit with a U.S. bank that as of December 31,
1999 consists of a $5.0 million
12
<PAGE>
commitment amount that is available through March 2000. The line bears interest
at the bank's prime rate (8.5% at December 31, 1999). The line is collateralized
by certain assets and contains certain general and financial covenants, which
include provisions stating that the Company cannot incur additional debt or
pledge assets without the prior approval of such bank. At December 31, 1999, the
Company had drawn $2.1 million against such line of credit.
The accounts receivable at December 31, 1999 increased 22.1% as compared to
March 31, 1999 due to an increase in net sales. The inventories at December 31,
1999 were 5.1% less than the inventories at March 31, 1999. Net plant and
equipment at December 31, 1999 decreased 5.5% as compared to March 31, 1999.
The Company evaluates the acquisition of businesses, products or technologies
that complement the Company's business. Any such transactions, if consummated,
may use a portion of the Company's working capital or require the issuance of
equity securities, which may result in further dilution to the Company's
stockholders.
The Company believes that cash generated from operations, if any, and banking
facilities will be sufficient to meet its cash requirements through fiscal 2000.
To the extent that funds generated from operations, together with bank
facilities are insufficient to meet its capital requirements, the Company will
be required to raise additional funds. No assurance can be given that
additional financing will be available or, if available, that it will be
available on acceptable terms. The lack of such financing, if needed, would
have a material adverse effect on the Company's business, financial condition
and results of operations.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosure about Segments of an
Enterprise and Related Information" (SFAS 131). SFAS 131 establishes standards
for the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports issued to stockholders. SFAS 131 generally supersedes Statement of
Financial Accounting Standards No.14, "Financial Reporting for Segments of
Business Enterprise." Under SFAS 131, operating segments are components of an
enterprise about which separate financial information is available that is
evaluated regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance. Generally, financial
information is required to be reported on the basis it is used internally. SFAS
131 is effective for financial statements for periods beginning after December
15, 1998, and restatement of comparative information for earlier years is
required. However, SFAS 131 is not required to be applied to interim financial
statements in the initial year of application. Based upon the criteria of SFAS
131, the Company has a single operating segment. Accordingly, the financial
statements provided herein satisfy the standard for reporting. Geographic
information about revenues, operating income and identifiable assets are
provided in the notes to the financial statements.
In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133, or SFAS 133, Accounting for Derivative Instruments and Hedging Activities.
SFAS 133 establishes new standards of accounting and reporting for derivative
instruments and hedging activities. SFAS 133 requires that all derivatives be
recognized at fair value in the balance sheet, and that the corresponding gains
or losses be reported either in the statement of operations or as a component of
comprehensive income, depending on the type of hedging relationship that exists.
SFAS 133 will be effective for fiscal years beginning after June 15, 1999. The
Company does not currently hold derivative instruments or engage in hedging
activities.
In March 1998, the Accounting Standards Executive Committee, or AcSEC,
released Statement of Position 98-1, or SOP 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use. SOP 98-1 requires
companies to capitalize certain costs of computer software developed or obtained
for internal use, provided that those costs are not research and development.
SOP 98-1 is effective for fiscal years beginning after December 15, 1998. The
Company is evaluating the requirements of SOP 98-1 and the effects, if any, on
the Company's current policies on accounting for software costs.
13
<PAGE>
Year 2000 Compliance
The Company has reviewed both its internal computer systems and its products
that could be affected by the "Year 2000" issue and has identified certain minor
software applications that will be affected. In the ordinary course of
replacing computer equipment and software, the Company attempts to obtain
replacements that are Year 2000 compliant. Utilizing both internal and external
resources to identify and assess needed Year 2000 remediation, the Company
currently anticipates that its internal Year 2000 identification, assessment,
remediation and testing efforts, will be completed on or about December 31,
1999, and that such efforts will be completed prior to any currently anticipated
impact on its internal computer equipment and software.
The Company presently believes, with modification to existing software and
conversion to new software, the "Year 2000" issues relating to internal computer
systems and products will not cause significant operational problems or computer
problems. Furthermore, the cost of implementing these solutions is not
anticipated to be material to the financial position or results of operations.
The plan resulted in non-recurring expenses of approximately $300,000 in the
aggregate for the nine-month period ended December 31, 1999. However, if such
modifications and conversions are not made, or not completed, the Company does
not expect the "Year 2000" issue to have a material adverse impact on the
operations of the Company as there are inexpensive alternatives available.
Although the Company has completed its internal assessment of the Year 2000
issue and believes that it is substantially compliant, there can be no assurance
that all potential problem areas have been identified and the Year 2000 risks
accurately assessed. Should there be systems that were not included in the
assessment and which are not Year 2000 compliant or should the Company's
assessment prove to be in error in some material respect, the Company may be
unable to conduct business or manufacture its products, which could cause a
material adverse effect on the Company's results of operations.
The Company has initiated formal communications with all of its significant
suppliers during fiscal 1999 and 2000 to determine the extent to which the
Company is vulnerable to those third parties failure to remediate their own
"Year 2000" issues. To date, all of the significant suppliers have responded to
the Company that they are Year 2000 compliant. However, there can be no
guarantee that the systems or products of other companies or significant
suppliers will be converted. A failure to convert by another company, or a
conversion that is incompatible with the Company's systems may have a material
adverse impact on the Company.
The Company's suppliers and customers may be adversely affected by their
respective failure to address the Year 2000 problem. Should any of the
Company's suppliers encounter Year 2000 problems that cause them to delay
manufacturing or shipments of key components, the Company may be forced to delay
or cancel shipments of its products, which would have a material adverse effect
on the Company's results of operations. Additionally, any inability of material
customers to become Year 2000 compliant, which would cause them to delay or
cancel substantial purchase orders or delivery of products, would also have a
material adverse effect on the Company's results of operations. The Company is
currently working with its suppliers to address their Year 2000 compliance in a
timely manner.
The Company has completed its internal assessment and believes that it is
substantially compliant.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF RISK
There has been no change to the disclosure made in the Company's Report on
Form 10-K for the fiscal year ended March 31, 1999.
14
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
On August 12, 1996, the Company and Robert McClelland, Richard A. Veldhouse
and Chiang Lam (the "Paradigm Defendants") were named (along with others
subsequently dismissed from the case) as defendants in a purported class action
(entitled Bulwa et al. v. Paradigm Technology, Inc. et al., Santa Clara County
Superior Court Case No. CV759991) brought on behalf of stockholders who
purchased the Company's stock between November 20, 1995 and March 22, 1996 (the
"Class Period"). The complaint asserted violations of California Corporations
Code sections 25400 and 25500 ("Sections 25400 and 25500") along with other
causes of action that have been dismissed.
Plaintiffs have served the Paradigm Defendants with discovery requests for
production of documents and interrogatories, to which the Paradigm Defendants
have responded. Plaintiffs have also subpoenaed documents from various third
parties. Plaintiffs have also taken the depositions of three former employees
of the Company and the analyst who covered the Company for Smith Barney.
Plaintiffs have noticed the depositions of the remaining individual defendants,
Michael Gulett, the Company's auditors and another former employee to take place
in February and March of 2000. The Paradigm Defendants have served the
plaintiffs with an initial set of discovery requests, to which plaintiffs have
responded. The Paradigm Defendants also took the depositions of the named
plaintiffs.
On February 9, 1998 the Court certified a class consisting only of
California purchasers of the Company's stock during the Class Period. Following
the California Supreme Court decision in Diamond Multimedia Systems, Inc. v.
Superior Court, 19 Cal. 4th 1036 (1999), plaintiffs moved to modify the prior
class certification ruling to include also non-California purchasers. The Court
granted this motion on April 28, 1999.
There can be no assurance that the Company will be successful in the
defense of this action. If unsuccessful in the defense of any such claim, the
Company's business, operating results and cash flows could be materially
adversely affected.
On May 19, 1998, the law firm that filed the Bulwa, et al. action described
above filed an additional securities class action lawsuit against the Company,
Michael Gulett, Robert McClelland, Richard A. Veldhouse and Chiang Lam, this
time in the United States District Court for the Northern District of
California. The complaint alleged violations of section 10(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the Commission Rule 10b-5
and section 20(a) of the Exchange Act. Plaintiff alleged the same class and the
same substantive factual allegations that are contained in the Bulwa, et al.
action as amended. Defendants responded to the complaint on July 27, 1998 by
filing a motion to dismiss the complaint for failure to state claims upon which
relief can be granted and for various pleading inadequacies. In lieu of
opposing the motion, plaintiff filed a first amended complaint. Defendants
renewed their motion to dismiss, and on January 20, 1999 the Court issued an
order granting the motion and dismissing plaintiff's action and entered judgment
thereon. On February 3, 1999, the Court entered an amended judgment clarifying
that the judgment is with prejudice. On March 12, 1999, plaintiff filed a
notice of appeal. Plaintiff then agreed to dismiss the appeal in exchange for
defendants' agreement not to seek to recover defendants' costs incurred in
responding to the appeal and agreement not to pursue any action against the
plaintiff for having filed the action. The appeal was dismissed with prejudice
on October 25, 1999.
Discussions of additional details relating to the above-described legal
proceedings may be found in the prior SEC filings and reports of the Company.
Item 2. Changes in Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Stockholders of the Company commenced on Friday,
October 29, 1999 and
15
<PAGE>
adjourned to November 19, 1999. The Annual Meeting was completed on November 19,
1999.
(b) At the Annual Meeting, the stockholders (i) rejected an amendment to the
Company's Amended and Restated Certificate of Incorporation to adopt a
classified board of directors, (the "Classified Board Proposal"), (ii) elected
each of the persons identified below to serve as a director of the Company until
the next Annual Meeting of Stockholders or until his successor is elected (the
"Director Proposal"), (iii) approved the adoption of the Company's 1999 Equity
Incentive Plan (the "Incentive Plan Proposal"), (iv) approved the adoption of
the Company's 1999 Employee Stock Purchase Plan (the "ESPP Proposal"), (v)
approved the adoption of the Company 1999 Non-Employee Directors' Equity
Incentive Plan (the "Directors' Plan Proposal"), (vi) approved the form of
Indemnity Agreement to be entered into by the Company and each of its current
and future directors (the "Indemnity Agreement Proposal") and (vii) ratified the
appointment of PricewaterhouseCoopers LLP as Independent Auditors of the Company
for its fiscal year ended March 31, 2000 (the "Auditor Proposal").
There were 11,991,939 shares of common stock outstanding as of
September 10, 1999, the record date for the Annual Meeting. At the Annual
Meeting, holders of a total of 10,911,299 shares of common stock were present in
person or represented by proxy. The following sets forth information regarding
the results of the voting at the Annual Meeting:
(c) PROPOSAL 1: THE CLASSIFIED BOARD PROPOSAL
Votes in Favor 1,483,324
Votes Against 8,449,890
Abstentions 934
Broker Non-Votes 2,057,791
PROPOSAL 2: THE DIRECTOR PROPOSAL
VOTES IN FAVOR VOTES WITHHELD
Arnold Agbayani 10,865,565 45,734
Andreas Hartmann 10,867,479 43,820
Samuel Kory 10,837,500 43,799
Nathan Zommer 10,865,757 45,542
PROPOSAL 3: THE INCENTIVE PLAN PROPOSAL
Votes in Favor 9,878,355
Votes Against 55,218
Abstentions 575
Broker Non-Votes 2,057,791
PROPOSAL 4: THE ESPP PROPOSAL
Votes in Favor 9,925,331
Votes Against 8,453
Abstentions 364
Broker Non-Votes 2,057,791
PROPOSAL 5: THE DIRECTORS' PLAN PROPOSAL
Votes in Favor 9,718,251
Votes Against 214,440
16
<PAGE>
Abstentions 1,457
Broker Non-Votes 2,057,791
PROPOSAL 6: THE INDEMNITY AGREEMENT PROPOSAL
Votes in Favor 10,882,163
Votes Against 27,412
Abstentions 1,724
Broker Non-Votes 1,080,640
PROPOSAL 7: THE AUDITOR PROPOSAL
Votes in Favor 10,908,212
Votes Against 2,951
Abstentions 136
Broker Non-Votes 1,080,640
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
10.1 Form of Director Indemnity Agreement
11 Computation of Per Share Earnings as set forth in Note 7 of the
Notes to Condensed Consolidated Financial Statements in Part I of
the Form 10-Q
27 Financial Data Schedule
(b) The Company did not file a Current Report on Form 8-K during this fiscal
period
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IXYS CORPORATION
By: /s/ Arnold Agbayani
----------------------------------
Arnold Agbayani, Vice President,
Finance and Administration
(Principal Financial Officer)
Date: February 10, 2000
18
<PAGE>
Exhibit Index
-------------
10.1 Form of Director Indemnity Agreement
11 Computation of Per Share Earnings as set forth in Note 7 of the
Notes to Condensed Consolidated Financial Statements in Part I of
the Form 10-Q
27 Financial Data Schedule
19
<PAGE>
EXHIBIT 10.1
INDEMNITY AGREEMENT
THIS AGREEMENT is made and entered into this __________ day of _______,
1999 by and between IXYS Corporation, a Delaware corporation (the
"Corporation"), and _____________________ ("Agent").
RECITALS
WHEREAS, Agent performs a valuable service to the Corporation in his
capacity as a director of the Corporation;
WHEREAS, the stockholders of the Corporation have adopted bylaws (the
"Bylaws") providing for the indemnification of the directors, officers,
employees and other agents of the Corporation, including persons serving at the
request of the Corporation in such capacities with other corporations or
enterprises, as authorized by the Delaware General Corporation Law, as amended
(the "Code");
WHEREAS, the Bylaws and the Code, by their non-exclusive nature, permit
contracts between the Corporation and its agents, officers, employees and other
agents with respect to indemnification of such persons; and
WHEREAS, in order to induce Agent to continue to serve as a director of the
Corporation, the Corporation has determined and agreed to enter into this
Agreement with Agent;
NOW, THEREFORE, in consideration of Agent's continued service as a director
after the date hereof, the parties hereto agree as follows:
AGREEMENT
1. Services to the Corporation. Agent will serve, at the will of the
Corporation or under separate contract, if any such contract exists, as a
director of the Corporation or as a director, officer or other fiduciary of an
affiliate of the Corporation (including any employee benefit plan of the
Corporation) faithfully and to the best of his ability so long as he is duly
elected and qualified in accordance with the provisions of the Bylaws or other
applicable charter documents of the Corporation or such affiliate; provided,
however, that Agent may at any time and for any reason resign from such position
(subject to any contractual obligation that Agent may have assumed apart from
this Agreement) and that the Corporation or any affiliate shall have no
obligation under this Agreement to continue Agent in any such position.
2. Indemnity of Agent. The Corporation hereby agrees to hold harmless and
indemnify Agent to the fullest extent authorized or permitted by the provisions
of the Bylaws and the Code, as the same may be amended from time to time (but,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than the Bylaws or the Code permitted prior to
adoption of such amendment).
1.
<PAGE>
3. Additional Indemnity. In addition to and not in limitation of the
indemnification otherwise provided for herein, and subject only to the
exclusions set forth in Section 4 hereof, the Corporation hereby further agrees
to hold harmless and indemnify Agent:
(a) against any and all expenses (including attorneys' fees), witness
fees, damages, judgments, fines and amounts paid in settlement and any other
amounts that Agent becomes legally obligated to pay because of any claim or
claims made against or by him in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, arbitrational,
administrative or investigative (including an action by or in the right of the
Corporation) to which Agent is, was or at any time becomes a party, or is
threatened to be made a party, by reason of the fact that Agent is, was or at
any time becomes a director, officer, employee or other agent of Corporation, or
is or was serving or at any time serves at the request of the Corporation as a
director, officer, employee or other agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise; and
(b) otherwise to the fullest extent as may be provided to Agent by the
Corporation under the non-exclusivity provisions of the Code and Section 41 of
the Bylaws.
4. Limitations on Additional Indemnity. No indemnity pursuant to Section 3
hereof shall be paid by the Corporation:
(a) on account of any claim against Agent solely for an accounting of
profits made from the purchase or sale by Agent of securities of the Corporation
pursuant to the provisions of Section 16(b) of the Securities Exchange Act of
1934 and amendments thereto or similar provisions of any federal, state or local
statutory law;
(b) on account of Agent's conduct that is established by a final
judgment as knowingly fraudulent or deliberately dishonest or that constituted
willful misconduct;
(c) on account of Agent's conduct that is established by a final
judgment as constituting a breach of Agent's duty of loyalty to the Corporation
or resulting in any personal profit or advantage to which Agent was not legally
entitled;
(d) for which payment is actually made to Agent under a valid and
collectible insurance policy or under a valid and enforceable indemnity clause,
bylaw or agreement, except in respect of any excess beyond payment under such
insurance, clause, bylaw or agreement;
(e) if indemnification is not lawful (and, in this respect, both the
Corporation and Agent have been advised that the Securities and Exchange
Commission believes that indemnification for liabilities arising under the
federal securities laws is against public policy and is, therefore,
unenforceable and that claims for indemnification should be submitted to
appropriate courts for adjudication); or
(f) in connection with any proceeding (or part thereof) initiated by
Agent, or any proceeding by Agent against the Corporation or its directors,
officers, employees or other agents, unless (i) such indemnification is
expressly required to be made by law, (ii) the
2.
<PAGE>
proceeding was authorized by the Board of Directors of the Corporation, (iii)
such indemnification is provided by the Corporation, in its sole discretion,
pursuant to the powers vested in the Corporation under the Code, or (iv) the
proceeding is initiated pursuant to Section 9 hereof.
5. Continuation of Indemnity. All agreements and obligations of the
Corporation contained herein shall continue during the period Agent is a
director, officer, employee or other agent of the Corporation (or is or was
serving at the request of the Corporation as a director, officer, employee or
other agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise) and shall continue thereafter so long as Agent
shall be subject to any possible claim or threatened, pending or completed
action, suit or proceeding, whether civil, criminal, arbitrational,
administrative or investigative, by reason of the fact that Agent was serving in
the capacity referred to herein.
6. Partial Indemnification. Agent shall be entitled under this Agreement to
indemnification by the Corporation for a portion of the expenses (including
attorneys' fees), witness fees, damages, judgments, fines and amounts paid in
settlement and any other amounts that Agent becomes legally obligated to pay in
connection with any action, suit or proceeding referred to in Section 3 hereof
even if not entitled hereunder to indemnification for the total amount thereof,
and the Corporation shall indemnify Agent for the portion thereof to which Agent
is entitled.
7. Notification and Defense of Claim. Not later than thirty (30) days after
receipt by Agent of notice of the commencement of any action, suit or
proceeding, Agent will, if a claim in respect thereof is to be made against the
Corporation under this Agreement, notify the Corporation of the commencement
thereof; but the omission so to notify the Corporation will not relieve it from
any liability which it may have to Agent otherwise than under this Agreement.
With respect to any such action, suit or proceeding as to which Agent notifies
the Corporation of the commencement thereof:
(a) the Corporation will be entitled to participate therein at its own
expense;
(b) except as otherwise provided below, the Corporation may, at its
option and jointly with any other indemnifying party similarly notified and
electing to assume such defense, assume the defense thereof, with counsel
reasonably satisfactory to Agent. After notice from the Corporation to Agent of
its election to assume the defense thereof, the Corporation will not be liable
to Agent under this Agreement for any legal or other expenses subsequently
incurred by Agent in connection with the defense thereof except for reasonable
costs of investigation or otherwise as provided below. Agent shall have the
right to employ separate counsel in such action, suit or proceeding but the fees
and expenses of such counsel incurred after notice from the Corporation of its
assumption of the defense thereof shall be at the expense of Agent unless (i)
the employment of counsel by Agent has been authorized by the Corporation, (ii)
Agent shall have reasonably concluded, and so notified the Corporation, that
there is an actual conflict of interest between the Corporation and Agent in the
conduct of the defense of such action or (iii) the Corporation shall not in fact
have employed counsel to assume the defense of such
3.
<PAGE>
action, in each of which cases the fees and expenses of Agent's separate counsel
shall be at the expense of the Corporation. The Corporation shall not be
entitled to assume the defense of any action, suit or proceeding brought by or
on behalf of the Corporation or as to which Agent shall have made the conclusion
provided for in clause (ii) above; and
(c) the Corporation shall not be liable to indemnify Agent under this
Agreement for any amounts paid in settlement of any action or claim effected
without its written consent, which shall not be unreasonably withheld. The
Corporation shall be permitted to settle any action except that it shall not
settle any action or claim in any manner which would impose any penalty or
limitation on Agent without Agent's written consent, which may be given or
withheld in Agent's sole discretion.
8. Expenses. The Corporation shall advance, prior to the final disposition
of any proceeding, promptly following request therefor, all expenses incurred by
Agent in connection with such proceeding upon receipt of an undertaking by or on
behalf of Agent to repay said amounts if it shall be determined ultimately that
Agent is not entitled to be indemnified under the provisions of this Agreement,
the Bylaws, the Code or otherwise.
9. Enforcement. Any right to indemnification or advances granted by this
Agreement to Agent shall be enforceable by or on behalf of Agent in any court of
competent jurisdiction if (i) the claim for indemnification or advances is
denied, in whole or in part, or (ii) no disposition of such claim is made within
ninety (90) days of request therefor. Agent, in such enforcement action, if
successful in whole or in part, shall be entitled to be paid also the expense of
prosecuting his claim. It shall be a defense to any action for which a claim for
indemnification is made under Section 3 hereof (other than an action brought to
enforce a claim for expenses pursuant to Section 8 hereof, provided that the
required undertaking has been tendered to the Corporation) that Agent is not
entitled to indemnification because of the limitations set forth in Section 4
hereof. Neither the failure of the Corporation (including its Board of Directors
or its stockholders) to have made a determination prior to the commencement of
such enforcement action that indemnification of Agent is proper in the
circumstances, nor an actual determination by the Corporation (including its
Board of Directors or its stockholders) that such indemnification is improper
shall be a defense to the action or create a presumption that Agent is not
entitled to indemnification under this Agreement or otherwise.
10. Subrogation. In the event of payment under this Agreement, the
Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of Agent, who shall execute all documents required and shall
do all acts that may be necessary to secure such rights and to enable the
Corporation effectively to bring suit to enforce such rights.
11. Non-Exclusivity of Rights. The rights conferred on Agent by this
Agreement shall not be exclusive of any other right which Agent may have or
hereafter acquire under any statute, provision of the Corporation's Certificate
of Incorporation or Bylaws, agreement, vote of stockholders or directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding office.
4.
<PAGE>
12. Survival of Rights.
(a) The rights conferred on Agent by this Agreement shall continue after
Agent has ceased to be a director, officer, employee or other agent of the
Corporation or to serve at the request of the Corporation as a director,
officer, employee or other agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise and shall inure to the
benefit of Agent's heirs, executors and administrators.
(b) The Corporation shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Corporation, expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Corporation would be required to perform if no such succession
had taken place.
13. Separability. Each of the provisions of this Agreement is a separate
and distinct agreement and independent of the others, so that if any provision
hereof shall be held to be invalid for any reason, such invalidity or
unenforceability shall not affect the validity or enforceability of the other
provisions hereof. Furthermore, if this Agreement shall be invalidated in its
entirety on any ground, then the Corporation shall nevertheless indemnify Agent
to the fullest extent provided by the Bylaws, the Code or any other applicable
law.
14. Governing Law. This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Delaware.
15. Amendment and Termination. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless in writing signed by
both parties hereto.
16. Identical Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute but one and the same Agreement. Only
one such counterpart need be produced to evidence the existence of this
Agreement.
17. Headings. The headings of the sections of this Agreement are inserted
for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction hereof.
18. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given (i)
upon delivery if delivered by hand to the party to whom such communication was
directed or (ii) upon the third business day after the date on which such
communication was mailed if mailed by certified or registered mail with postage
prepaid:
(a) If to Agent, at the address indicated on the signature page hereof.
5.
<PAGE>
(b) If to the Corporation, to:
IXYS Corporation
3540 Bassett Street
Santa Clara, CA 95054-2704
or to such other address as may have been furnished to Agent by the Corporation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and
as of the day and year first above written.
IXYS Corporation
By:_________________________________________
Title:______________________________________
AGENT
____________________________________________
(signature)
____________________________________________
(printed name)
Address:
____________________________________________
____________________________________________
6.
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<PAGE>
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<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> OCT-01-1999
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