<PAGE>
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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, 2000.
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)
<TABLE>
<S> <C>
Delaware 770140882-5
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
</TABLE>
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:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
<S> <C>
None
</TABLE>
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, 2000 was approximately $159,443,614.75.* The number
of shares of the Registrant's Common Stock outstanding as of June 30, 2000 is
12,178,383.
--------
* Based on a closing price of $53.375 per share of the Registrants' Common
Stock on June 30, 2000 held by executive officers, directors and
stockholders whose ownership exceeds 5% of the Common Stock outstanding at
June 30, 2000. 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, 2000
TABLE OF CONTENTS
PART II
<TABLE>
<S> <C>
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS.......................................................... 1
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............... 2
ITEM 11. EXECUTIVE COMPENSATION........................................... 4
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT... 8
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................... 9
</TABLE>
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The Common Stock of IXYS trades publicly on the Nasdaq Small Cap Market.
Prior to the merger transaction between Paradigm and IXYS in September 1998,
the Common Stock of IXYS traded under the symbol PRDM. In September 1998,
following the merger, IXYS commenced trading on the Nasdaq Small Cap Market
under the symbol SYXI. IXYS has never paid cash dividends and does not
anticipate paying cash dividends in the foreseeable future. As of May 31, 2000,
there were approximately 174 holders of record of IXYS' Common Stock.
The table below sets forth the range of quarterly high and low closing sales
prices for IXYS' Common Stock on the Nasdaq Market.
<TABLE>
<CAPTION>
High Low
---- ---
<S> <C> <C>
Fiscal Year ended March 31, 1999
First Quarter............................................ 2 1/2 1/4
Second Quarter........................................... 10 1/2 3/16
Third Quarter............................................ 6 1/2 1 1/4
Fourth Quarter........................................... 3 3/4 2 1/4
<CAPTION>
High Low
---- ---
<S> <C> <C>
Fiscal Year ended March 31, 2000
First Quarter............................................ 4 7/8 2 1/2
Send Quarter............................................. 8 1/2 4
Third Quarter............................................ 7 1/4 3 3/16
Fourth Quarter........................................... 21 3/16 5 7/8
</TABLE>
During the fiscal year ended March 31, 2000, we issued 43,972 unregistered
shares of IXYS Common Stock pursuant to the net exercise of outstanding
warrants for a total exercise price of approximately $119,603. Because the
warrants were exercised by net exercise, IXYS did not receive any cash proceeds
in connection with the exercise of the warrants. The sales of such shares were
deemed to be exempt from registration under the Securities Act in reliance on
Section 4(2) of the Securities Act as transactions by an issuer not involving a
public offering. The recipients of securities in each such transaction
represented their intention to acquire the securities for investment only and
not with a view to or for sale in connection with any distribution thereof. All
recipients had adequate access to information about IXYS.
1
<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:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<C> <C> <S>
Nathan Zommer............... 52 Chairman of the Board, President and Chief
Executive Officer
Arnold Agbayani............. 55 Vice President, Finance and Administration
and Chief Financial Officer, Director and
Secretary
Peter Ingram................ 51 Vice President, European Operations
Kevin McDonough............. 49 Vice President, U.S. Operations
Andreas Hartmann............ 56 Director
Samuel Kory................. 57 Director
S. Joon Lee................. 61 Director
Donald L. Feucht............ 66 Director
</TABLE>
On July 6, 2000, the IXYS board of directors (the "IXYS Board"), acting by
unanimous written consent, increased the size of the IXYS Board from four
members to six members and elected Dr. S. Joon Lee and Dr. Donald L. Feucht to
fill the newly created vacancies on the IXYS Board. At the Annual Meeting of
Stockholders, therefore, a board of six 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 IXYS, 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 IXYS Corporation'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 B.S. and M.A.
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 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. 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. Kevin McDonough has served as Vice President of U.S. Operations of IXYS
since 1999. From 1998 to 1999, he served as Director of Quality Assurance and
Product Engineering for IXYS. From 1995 to 1998 Mr. McDonough served as Manager
of Wafer Fab Foundries for Advanced Micro Devices. From 1994 to 1995 Mr.
McDonough served as Vice President of Operations for Redwood Microsystems. Mr.
McDonough was also employed by IXYS between 1990 and 1994 as Director of
Operations and Quality Assurance. Mr. McDonough received his B.S. in Science
from the University of California at Davis and his MBA from Oregon State
University.
2
<PAGE>
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.
Mr. Samuel Kory has served as a member of the board of directors since
November 1999. In 1988, he founded Samuel Kory Associates, a management
consulting firm. Since founding the firm, Mr. Kory has served as the firm's
sole proprietor and principal as well as a consultant for the firm. Mr. Kory
received his B.S.M.E. from Pennsylvania State University in 1965.
Dr. S. Joon Lee has served as a member of the board of directors since July
2000. Since 1990, Mr. Lee has served as President of Omni Electronics, Inc. Dr.
Lee also served as President of Adaptive Logic, Inc. from 1991 until 1996. Dr.
Lee received his B.S., M.S. and Ph.D. degrees in Electrical Engineering from
the University of Minnesota.
Dr. Donald L. Feucht has served as a member of the board of directors since
July 2000. Dr. Feucht retired in 1998. From 1992 until his retirement, he
served as Vice President for Operations for Associated Western Universities,
Inc. He was employed as a Program Management Specialist for EG&G Rocky Flats,
Inc. from 1990 until 1992. Dr. Feucht received his B.S. degree in Electrical
Engineering from Valparaiso University. He holds M.S. and Ph.D. degrees in
Electrical Engineering from Carnegie Mellon University.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act ("Section 16(a)") requires our directors
and executive officers, and persons who own more than 10 percent of a
registered class of our 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 IXYS. Officers, directors and
greater than 10 percent stockholders are required by Commission regulation to
furnish IXYS with copies of all Section 16(a) forms they file.
To our knowledge, based solely on a review of the copies of such reports
furnished to IXYS and written representations that no other reports were
required, during the fiscal year ended March 31, 2000, all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten percent
beneficial owners were complied with.
3
<PAGE>
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' 2000
Non-Employee Directors' Equity Incentive Plan (the "Directors' Plan"),
effective during fiscal 2000, provides for the grant of options to non-employee
directors pursuant to a discretionary grant mechanism administered by the IXYS
Board. These options vest over a period of time, to be determined in each case
by the IXYS Board, so long as the optionee remains a non-employee director of
IXYS.
The following table sets forth certain compensation awarded or paid by IXYS
during the fiscal year ended March 31, 2000 to its President and Chief
Executive Officer and IXYS' other executive officers who earned more than
$100,000 during the fiscal year ended March 31, 2000 (collectively, the Named
Executive Officers):
Summary Compensation Table
<TABLE>
<CAPTION>
Long-term
Compensation
Awards
------------
Annual Compensation Securities
Name and ----------------------- Other Annual Underlying All Other
Principal Position Year Salary ($) Bonus ($)(1) compensation ($)(2) Options (#) Compensation
------------------ ---- ---------- ------------ ------------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Nathan Zommer........... 2000 $357,420 $124,300 $15,605 240,000 $ 2,110(3)
President and Chief 1999 200,004 257,700 16,597 31,300 11,607(4)
Executive Officer
Arnold Agbayani......... 2000 189,190 48,000 12,693 20,000 2,830(3)
Secretary, Vice 1999 128,004 171,600 15,238 17,400 10,229(5)
President, Finance and
Administration and
Director
Richard S. Fassler(6)... 2000 111,907 43,013 -- -- --
Former Vice President, 1999 100,848 28,411 7,800 7,000 --
Sales and Marketing
Peter H. Ingram......... 2000 154,578 19,294 1,752 90,000 --
Vice President, 1999 153,961 25,851 6,893 12,200 --
European Operations
Kevin McDonough......... 2000 120,346 3,000 -- 120,000 --
Vice President, U.S. 1999 110,822 3,000 -- 4,300 --
Operations
</TABLE>
--------
(1.) Represents annual bonus earned for 2000 performance.
(2.) Represents car allowance.
(3.) Represents amount paid for group term life insurance.
(4.) Includes $2,110 group term life insurance and $9,497 tax gross-up paid by
the Company.
(5.) Includes $2,830 group term life insurance and $7,399 tax gross-up paid by
the Company.
(6.) Mr. Fassler left the Company in January 2000.
4
<PAGE>
Option Grants In Last Fiscal Year
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual
# of # of Total Rates of Stock
Securities Options Price Appreciation
Underlying Granted in Exercise for Term (3)
Options Fiscal Price Per Expiration -------------------
Name Granted Year (1) Share (2) Date 5% 10%
---- ---------- ---------- --------- ---------- -- ----------
<S> <C> <C> <C> <C> <C> <C>
Nathan Zommer........... 240,000 16.3% $4.675 11/18/09 $706,860 $1,783,980
President and Chief
Executive Officer
Arnold Agbayani......... 20,000 1.4 4.25 11/18/09 53,550 135,150
Secretary, Vice
President, Finance and
Administration
Richard Fassler......... 70,000 4.8 4.25 11/18/00 187,425 473,025
Former Vice President,
Sales and Marketing
Peter H. Ingram......... 30,000 2.0 4.25 11/18/09 80,325 202,725
Vice President, 34,628 2.4 7.25 1/20/10 158,163 399,174
European Operations 25,372 1.7 7.25 1/20/10 115,886 292,475
Kevin McDonough......... 35,000 2.4 4.25 11/18/09 93,712 236,512
Vice President, U.S. 35,002 2.4 7.25 1/20/10 159,871 403,485
Operations 49,998 3.4 7.25 1/20/10 228,365 576,351
</TABLE>
--------
(1.) Based on an aggregate of 1,470,000 options granted to employees and
consultants of IXYS in fiscal 2000 including the Named Executive Officers.
(2.) Exercise prices are equal to the closing price of IXYS Common Stock on
the Nasdaq Small Cap 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 our estimate or projection of the future IXYS Common Stock
price.
5
<PAGE>
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, 2000 and the value of unexercised in-the-money options as of
March 31, 2000:
<TABLE>
<CAPTION>
Number of Number of Securities Value of Unexercised In-The
Shares Underlying Unexercised Money Options at March 31,
Acquired Options at March 31, 2000 2000 (2)
On Value ------------------------- -----------------------------
Name Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable (1)
---- --------- ------------ ----------- ------------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Nathan Zommer........... -- -- 99,905 265,040 $675,676 $2,379,777
President and Chief
Executive Officer
Arnold Agbayani......... -- -- 33,759 35,511 236,995 338,654
Secretary, Vice
President, Finance
Richard Fassler......... -- -- -- -- -- --
Former Vice President,
Sales and Marketing
Peter A. Ingram......... -- -- 21,642 100,512 186,424 762,604
Vice President,
European Operations
Kevin McDonough......... -- -- 860 88,440 8,762 897,607
Vice President, U.S.
Operations
</TABLE>
--------
(1.) The value realized is based on the fair market value of IXYS Common Stock
on the date of exercise minus the exercise price.
(2.) The valuations are based on the fair market value of IXYS Common Stock on
March 31, 2000 of $13.563 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
6
<PAGE>
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, 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 IXYS.
IXYS does not have any such interlocks. Decisions as to executive compensation
are made by the Compensation Committee. During fiscal year 2000, the
Compensation Committee was comprised entirely of non-employee directors.
7
<PAGE>
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 IXYS
Common Stock as of June 30, 2000 by (i) each person who is known to IXYS to
beneficially own 5% or more of IXYS 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 IXYS as a
group.
<TABLE>
<CAPTION>
Beneficial
Ownership(1)
--------------------
Number of Percent of
Beneficial Owner Shares Shares
---------------- --------- ----------
<S> <C> <C>
Entities Affiliated with ABB AG(2)..................... 5,421,911 44.4%
6800 Manheim
31 Kallstadter Strasse
Germany
Nathan Zommer(3)....................................... 3,487,236 28.3
3540 Bassett Street
Santa Clara, CA 95054
Arnold P. Agbayani(4).................................. 302,841 2.5
Richard S. Fassler..................................... 6,811 *
Peter H. Ingram(5)..................................... 207,830 1.7
Kevin McDonough(6)..................................... 8,027 *
Andreas Hartmann(2).................................... 5,421,911 44.4
Samuel Kory............................................ -- --
S. Joon Lee............................................ -- --
Donald L. Feucht....................................... -- --
All directors and executive officers
as a group (9 persons)(7)............................. 9,434,656 76.0
</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
12,178,383 shares of IXYS Common Stock outstanding on June 30, 2000,
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, 2000.
(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, 2000. 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
<PAGE>
(3.) Includes an aggregate of 2,600 shares held in trusts for Mr. Zommer's
children. Also includes 145,819 shares Mr. Zommer has the right to acquire
pursuant to options exercisable within 60 days of June 30, 2000.
(4.) Includes 41,025 shares Mr. Agbayani has the right to acquire pursuant to
options exercisable within 60 days of June 30, 2000.
(5.) Includes 24,253 shares Mr. Ingram has the right to acquire pursuant to
options exercisable within 60 days of June 30, 2000.
(6.) Includes 7,523 shares Mr. McDonough has the right to acquire pursuant to
options exercisable within 60 days of June 30, 2000.
(7.) See footnotes 1 through 6 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 IXYS 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
December 31, 1999, Mr. Fassler's and Mr. Ingram's shares had fully vested. In
connection with Mr. Hirsch's and Mr. Kane's departures from IXYS, IXYS
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 2000, IXYS generated
revenues of $653,000 from sales of products to ABB AG and to ABB AG's
affiliates for use as components in their products.
9
<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.
IXYS Corporation
/s/ Arnold P. Agbayani
By: _________________________________
Arnold P. Agbayani
Vice President, Finance and
Chief Financial
Officer and Secretary
Dated: July 31, 2000
10
