IXYS CORP /DE/
DEF 14A, 2000-11-15
SEMICONDUCTORS & RELATED DEVICES
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<PAGE>

                           SCHEDULE 14A INFORMATION

  Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
                                     1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

                                          [_]Confidential, for Use of the
                                             Commission Only (as Permitted by
[_]Preliminary Proxy Statement               Rule 14a-6(e)(2))

[X]Definitive Proxy Statement

[_]Definitive Additional Materials

[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12


                               IXYS Corporation
             -----------------------------------------------------
               (Name of Registrant as Specified In Its Charter)


             -----------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]No fee required.

[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

  (1) Title of each class of securities to which transaction applies:

  (2) Aggregate number of securities to which transaction applies:

  (3) Per unit price or other underlying value of transaction computed
    pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
    filing fee is calculated and state how it was determined):

  (4) Proposed maximum aggregate value of transaction:

  (5) Total fee paid:

[_]Fee paid previously with preliminary materials.

[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
   0-11(a)(2) and identify the filing for which the offsetting fee was paid
   previously. Identify the previous filing by registration statement number,
   or the Form or Schedule and the date of its filing.

  (1) Amount Previously Paid:

  (2) Form, Schedule or Registration Statement No.:

  (3) Filing Party:

  (4) Date Filed:

   Notes:
<PAGE>


                                IXYS CORPORATION
                              3540 Bassett Street
                           Santa Clara, CA 95054-2704

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                        TO BE HELD ON DECEMBER 11, 2000

To The Stockholders of IXYS Corporation:

   Notice Is Hereby Given that the Annual Meeting of Stockholders of IXYS
Corporation, a Delaware corporation (the "Company"), will be held on Monday,
December 11, 2000 at 10:00 a.m. local time at the Embassy Suites Hotel, 2885
Lakeside Drive, Santa Clara, CA 95054 for the following purposes:

  1. To elect six directors to hold office until the end of their term or
     until their successors are elected.

  2. To approve an amendment to the Company's Amended and Restated
     Certificate of Incorporation to increase the authorized number of shares
     of the Company's Common Stock from 40,000,000 to 80,000,000 shares.

  3. To ratify the selection of PricewaterhouseCoopers LLP as independent
     auditors of the Company for its fiscal year ending March 31, 2001.

  4. To transact such other business as may properly come before the meeting
     or any adjournment or postponement thereof.

   The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

   The Board of Directors has fixed the close of business on October 31, 2000
as the record date for the determination of Stockholders entitled to notice of
and to vote at this Annual Meeting and at any adjournment or postponement
thereof.


                                          By Order of the Board of Directors

                                          /s/ Arnold P. Agbayani

                                          Arnold P. Agbayani
                                          Secretary

Santa Clara, California

November 17, 2000

   All Stockholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend the meeting, please complete, date, sign
and return the enclosed proxy as promptly as possible in order to ensure your
representation at the meeting. A return envelope (which is postage prepaid if
mailed in the United States) is enclosed for that purpose. Even if you have
given your proxy, you may still vote in person if you attend the meeting.
Please note, however, that if your shares are held of record by a broker, bank
or other nominee and you wish to vote at the meeting, you must obtain from the
record holder a proxy issued in your name.
<PAGE>

                                IXYS CORPORATION
                              3540 Bassett Street
                           Santa Clara, CA 95054-2704

                                PROXY STATEMENT
                       FOR ANNUAL MEETING OF STOCKHOLDERS

                               December 11, 2000

                 INFORMATION CONCERNING SOLICITATION AND VOTING

General

   The enclosed proxy is solicited on behalf of the Board of Directors of IXYS
Corporation, a Delaware corporation ("IXYS" or the "Company"), for use at the
Annual Meeting of Stockholders to be held on Monday, December 11, 2000, at
10:00 a.m. local time (the "Annual Meeting"), or at any adjournment or
postponement thereof, for the purposes set forth herein and in the accompanying
Notice of Annual Meeting. The Annual Meeting will be held at the Embassy Suites
Hotel, 2885 Lakeside Drive, Santa Clara, CA 95054. The Company intends to mail
this proxy statement and accompanying proxy card on or about November 17, 2000
to all Stockholders entitled to vote at the Annual Meeting.

Solicitation

   The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
card and any additional information furnished to Stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses,
fiduciaries and custodians holding in their names shares of Common Stock
beneficially owned by others to forward to such beneficial owners. The Company
may reimburse persons representing beneficial owners of Common Stock for their
costs of forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or
other regular employees for such services.

Voting Rights and Outstanding Shares

   Only holders of record of Common Stock at the close of business on October
31, 2000 will be entitled to notice of and to vote at the Annual Meeting. At
the close of business on October 31, 2000 the Company had outstanding and
entitled to vote 26,461,539 shares of Common Stock.

   Each holder of record of Common Stock on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Annual Meeting.

   All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the Stockholders and will
have the same effect as negative votes.

Revocability of Proxies

   Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, 3540
Bassett Street, Santa Clara, California 95054-2704, a written notice of
revocation or a duly executed proxy bearing a later date, or it may be revoked
by attending the meeting and voting in person. Attendance at the meeting will
not, by itself, revoke a proxy.
<PAGE>

Stockholder Proposals

   The deadline for submitting a stockholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's 2001 Annual
Meeting of Stockholders pursuant to Rule 14a-8 of the Securities and Exchange
Commission and the Bylaws of the Company is no earlier than the close of
business on August 13, 2001 and no later than the close of business on
September 12, 2001. The deadline for submitting a stockholder proposal or a
nomination for director that is not to be included in such proxy statement and
proxy is October 28, 2001. Stockholders are also advised to review the
Company's Bylaws, which contain additional requirements with respect to advance
notice of stockholder proposals and director nominations.

                                   PROPOSAL 1

                             ELECTION OF DIRECTORS

   There are six nominees for the six Board positions presently authorized in
the Company's Bylaws. Each director to be elected will hold office until the
next annual meeting of Stockholders and until his successor is elected and has
qualified, or until such director's earlier death, resignation or removal. Each
nominee listed below is currently a director of the Company, four directors
having been elected by the Stockholders, and two directors, S. Joon Lee and
Donald Feucht, having been elected by the Board to fill vacancies that existed
on the Board.

   Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote. Shares represented by executed
proxies will be voted, if authority to do so is not withheld, for the election
of the six nominees named below. In the event that any nominee should be
unavailable for election as a result of an unexpected occurrence, such shares
will be voted for the election of such substitute nominee as management may
propose. Each person nominated for election has agreed to serve if elected and
management has no reason to believe that any nominee will be unable to serve.

                       The Board Of Directors Recommends
                     A Vote In Favor Of Each Named Nominee.

Nominees

   All of the nominees for director, and their information, in addition to
information regarding IXYS' executive officers and key employees, are set forth
below:

<TABLE>
<CAPTION>
 Name              Age   Principal Occupation/Position Held With the Company
 ----              ---   ---------------------------------------------------
 <C>               <C> <S>
 Nathan Zommer....  52 Chairman of the Board of Directors, President and Chief
                       Executive Officer
 Arnold Agbayani..  55 Vice President, Finance and Administration, Chief
                       Financial Officer, Secretary and Director
 Donald Feucht....  66 Director
 Andreas Hartman..  56 Director
 Samuel Kory......  57 Director
 S. Joon Lee......  61 Director
</TABLE>

   Nathan Zommer. Dr. Zommer, our founder, has served as a member of our board
of directors since our inception in 1983, and has served as Chairman of the
Board, President and Chief Executive Officer since March 1993. From 1984 to
1993, Dr. Zommer served as our Executive Vice President. Prior to founding 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 his B.S. and M.S. degrees in Physical Chemistry from Tel Aviv
University and a Ph.D. in Electrical Engineering from Carnegie Mellon
University.

                                       2
<PAGE>

   Arnold Agbayani. Mr. Agbayani has served as our Vice President of Finance
and Administration, Chief Financial Officer, Secretary and Director since 1993.
From 1989 to 1993, he served as our Controller. Prior to joining us, Mr.
Agbayani held various financial positions with National Semiconductor,
Fairchild Camera and Instruments, ATARI and Frito-Lay. Mr. Agbayani received
his B.S. in Finance and an M.B.A. from Roosevelt University of Chicago.

   Donald Feucht. Dr. Feucht has served as a member of our board of directors
since July 2000. From 1992 until his retirement in 1998, Dr. Feucht served as
Vice President for Operations for Associated Western Universities. 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.

   Andreas Hartmann. Mr. Hartmann has served as a member of our board of
directors since November 1998. Since 1990, he has served as Assistant General
Counsel and Vice President of ABB. 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.

   Samuel Kory. Mr. Kory has served as a member of our 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.

   S. Joon Lee. Dr. Lee has served as a member of our board of directors since
July 2000. Since 1990, Mr. Lee has served as President of Omni Electronics. Dr.
Lee also served as President of Adaptive Logic from 1991 until 1996. Dr. Lee
received his B.S., M.S. and Ph.D. degrees in Electrical Engineering from the
University of Minnesota.

                    Information Regarding Executive Officers

   Peter H. Ingram. Mr. Ingram has served as our Vice President of European
Operations since 1994. From 1989 to 1995, he served as our Director of Wafer
Fab Operations. Mr. Ingram worked with the semiconductor operations of ABB AG
from 1982 until we acquired such operations in 1989. Mr. Ingram received an
Honors degree in Chemistry from the University of Nottingham.

   Kevin McDonough. Mr. McDonough has served as our Vice President of U.S.
Operations since 1999. From 1998 to 1999, he served as our Director of Quality
Assurance and Product Engineering, and from 1990 to 1994, he served as our
Director of Operations and Quality Assurance. From 1995 to 1998, Mr. McDonough
served as Manager of Wafer Fab Foundries for Advanced Micro Devices. Mr.
McDonough received his B.S. in Science from the University of California at
Davis and his M.B.A. from Oregon State University.

                      Information Regarding Key Employees

   Andreas Sperner. Mr. Sperner has served as our Vice President, Sales and
Marketing, Europe since 1997. From 1993 to 1997, he served as our Director of
Sales and Marketing. Mr. Sperner received his degree in Engineering from the
Technical College in West Berlin.

   Clifford Knudsen. Mr. Knudsen has served as our Vice President of North
American Sales since May 2000. From 1992 to 2000, he served as our Director of
Area Sales. Mr. Knudsen received a B.S. in Electrical Engineering and an M.S.
in Electrical Engineering from the New Jersey Institute of Technology and his
M.B.A. in Marketing from Rutgers University.

   Kent Paris. Mr. Paris has served as our Vice President, Sales, Far East and
Canada since June 2000. From 1997 to June 2000, he served as our Director,
Sales, Far East and Canada. From 1993 to 1997, Mr. Paris

                                       3
<PAGE>

served as Sales Manager of Advanced Power Technology. Mr. Paris received his
M.B.A. from Wichita State University.

   The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting will
be required to elect each named nominee to the Board of Directors. Abstentions
will be counted toward the tabulation of votes cast on proposals presented to
the Stockholders and will have the same effect as negative votes. Broker non-
votes are counted towards a quorum, but are not counted for any purpose in
determining whether this matter has been approved.

                       The Board of Directors Recommends
                        A Vote In Favor of Each Nominee.

Board Committees and Meetings

   During the fiscal year ended March 31, 2000, the Board of Directors held
three meetings and acted by unanimous written consent one time. The Board has
an Audit Committee and a Compensation Committee.

   The Audit Committee recommends the Company's independent auditors; reviews
the engagement of the independent auditors; has familiarity with the accounting
and reporting principles and practices applied by the Company in preparing its
financial statements; evaluates, together with the Board, the performance of
the independent auditors; receives written statements from the independent
auditors delineating all relationships between the auditors and the Company
consistent with Independence Standards Board Standard No. 1; discusses with the
independent auditors the results of the annual audit; reviews with management
and the independent auditors the Company's financial statements to be included
in the Company's Annual Report on Form 10-K; assists and interacts with the
independent auditors; evaluates the cooperation received by the independent
auditors during their audit examination; consults with the independent auditors
and discusses with Company management the scope and quality of internal
accounting and financial reporting controls in effect; confers with the
independent auditors and senior management in separate executive sessions;
investigates any matter brought to the attention of the Committee within the
scope of its duties; prepares the report required by the rules of the
Securities and Exchange Commission to be included in the Company's annual proxy
statement; reviews and assesses the adequacy of its charter annually and
recommends any proposed changes to the Board for approval; and performs such
other functions and has such power as may be necessary or convenient in the
efficient and lawful discharge of the foregoing. The Audit Committee is
composed of two (2) non-employee directors: Messrs. Hartmann and Kory. It met
one time during the fiscal year ended March 31, 2000 and did not take any
action by unanimous written consent.

   The Compensation Committee administers the Company's stock options and stock
purchase plans; grants options under the Company's stock option plans;
recommends to the Board the compensation levels for directors, officers,
employees and consultants of the Company; recommends to the Board the type of
compensation to be paid to the directors, officers, employees and consultants
of the Company; reviews on a periodic basis the operation of the Company's
executive compensation programs; performs such other functions and has such
other powers as may be necessary or convenient in the efficient discharge of
the foregoing; and reports to the Board. The Compensation Committee is composed
of two (2) non-employee directors: Messrs. Hartmann and Kory. It met three
times during the fiscal year ended March 31, 2000 and did not take any action
by unanimous written consent.

   During the fiscal year ended March 31, 2000, each Board member attended 75%
or more of the aggregate of the meetings of the Board and of the committees on
which he served held during the period for which he was a director or committee
member, respectively.

                                       4
<PAGE>

                                   PROPOSAL 2

      APPROVAL OF INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

   The Board recommends the approval of an amendment to the Company's Amended
and Restated Certificate of Incorporation (the "Certificate") pursuant to which
the number of shares of Common Stock authorized for issuance would be increased
from 40,000,000 shares to 80,000,000 shares, and thus the total number of
shares of capital stock authorized for issuance would be increased from
45,000,000 shares of 85,000,000 shares. As of March 31, 2000, there were issued
and outstanding 24,008,166 shares of Common Stock. In addition, as of March 31,
2000, 3,291,790 shares were reserved for issuance pursuant to the exercise of
outstanding stock options, 252,274 shares were reserved for issuance upon the
exercise of warrants and 500,000 shares were reserved for issuance under our
employee stock purchase plan. An additional 1,740,000 shares are available for
issuance under our stock option plans. In addition, 2,000,000 shares were
offered in October 2000 in a public offering. As a result, based on our
capitalization as of October 2000 but giving effect to our October 2000 public
offering, the number of shares available for issuance and not outstanding or
reserved for any purpose was 14,947,770 shares.

   The Board has adopted resolutions setting forth the proposed amendment to
Sections (A) and (B) of Article IV of the Certificate of the Company (the
"Amendment"), the advisability of the Amendment and a call for submission of
the Amendment for approval by the Stockholders at the Annual Meeting. If
approved by the Stockholders, Sections (A) and (B) of Article IV of the
Certificate would be amended and restated to read in their entirety as follows:

       "(A) This Corporation is authorized to issue 85,000,000 shares of
    its Capital Stock, which shall be divided into two classes known as
    "Common Stock" and "Preferred Stock," respectively.

       "(B) The total number of shares of Common Stock which this
    Corporation is authorized to issue is 80,000,000. The total number of
    shares of Preferred Stock which this Corporation is authorized to issue
    is 5,000,000. All of the shares of Common Stock and Preferred Stock
    shall have a par value of $.01 per share."

   The Board of Directors believes that it is advisable to have the additional
authorized shares of Common Stock available to provide greater flexibility for
the Company's financial structure. The additional shares of Common Stock would
be available for issuance from time to time for any proper corporate purpose.
Such purposes might include, without limitation, issuance of Common Stock in
public or private sales for cash to be used as working capital, as part or all
of the consideration to be paid by the Company for acquisitions of other
business properties and in connection with stock dividends or stock splits.
Having the additional shares available will enable the Company to act when an
opportunity arises without the expense and delay involved with a special
meeting of stockholders. While the Board believes the adoption of this
amendment would significantly improve the Company's future financial
flexibility, the Company does not currently have any agreements to issue any
shares of Common Stock except for the shares reserved for issuance as listed
above.

   Although this not the intention of this proposal, the Board recognizes that
this proposal to increase the number of authorized shares might be considered
as having the effect of discouraging attempts to take over control of the
Company, as the issuance of the shares could be used to dilute stock ownership
of, or increase the cost to, any person seeking to obtain control. For example,
in the event of a hostile attempt to take over control of the Company, it may
be possible for the Company to endeavor to impede the attempt by issuing shares
of Common Stock, thereby diluting the voting power of the other outstanding
shares and increasing the potential cost to acquire control of the Company. The
Amendment therefore may have the effect of discouraging unsolicited takeover
attempts. By potentially discouraging initiation of any such unsolicited
takeover attempt, the Amendment may limit the opportunity for the Company's
stockholders to dispose of their shares at the higher price generally available
in takeover attempts or that may be available under a merger proposal. However,
the Board of Directors is not aware of any attempt to take control of the
Company and the Board of Directors has not presented this proposal with the
intent that it be utilized as a type of anti-takeover device.

                                       5
<PAGE>

   Under the Certificate, the Stockholders do not have preemptive rights with
respect to Common Stock. Thus, should the Board of Directors elect to issue
additional shares of Common Stock, existing Stockholders would not have any
preferential rights to purchase such shares. In addition, the issuance of
additional shares might have the effect of diluting the earnings per share and
book value per share of existing shares of Common Stock. Consequently, the
Board does not intend to issue Common Stock except when it is deemed to be in
the best interest of the Company and its Stockholders. The Company does not
anticipate that it will seek approval from Stockholders for issuance of
authorized shares unless required by applicable laws or stock exchange
regulations.

   The Board of Directors has adopted and approved the Amendment, subject to
the requisite approval by the Stockholders. The affirmative vote of the holders
of a majority of the shares present in person or represented by proxy and
entitled to vote at the Annual Meeting will be required to adopt the Amendment.
Abstentions will be counted toward the tabulation of votes cast on proposals
presented to the Stockholders and will have the same effect as negative votes.
Broker non-votes are counted towards a quorum, but are not counted for any
purpose in determining whether this matter has been approved.

                       The Board Of Directors Recommends
                         A Vote In Favor Of Proposal 2.

                                   PROPOSAL 3

               RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

   The Board of Directors has selected PricewaterhouseCoopers LLP as the
Company's independent auditors for the fiscal year ending March 31, 2000 and
has further directed that management submit the selection of independent
auditors for ratification by the Stockholders at the Annual Meeting.
PricewaterhouseCoopers LLP has audited the Company's financial statements since
its inception in 1985. Representatives of PricewaterhouseCoopers LLP are
expected to be present at the Annual Meeting, will have an opportunity to make
a statement if they so desire and will be available to respond to appropriate
questions.

   Stockholder ratification of the selection of PricewaterhouseCoopers LLP as
the Company's independent auditors is not required by the Company's Amended and
Restated Bylaws or otherwise. However, the Board is submitting the selection of
PricewaterhouseCoopers LLP to the Stockholders for ratification as a matter of
good corporate practice. If the Stockholders fail to ratify the selection, the
Audit Committee and the Board will reconsider whether or not to retain that
firm. Even if the selection is ratified, the Audit Committee and the Board in
their discretion may direct the appointment of different independent auditors
at any time during the year if they determine that such a change would be in
the best interests of the Company and its Stockholders.

   The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting will
be required to ratify the selection of PricewaterhouseCoopers LLP. Abstentions
will be counted toward the tabulation of votes cast on proposals presented to
the Stockholders and will have the same effect as negative votes. Broker non-
votes are counted towards a quorum, but are not counted for any purpose in
determining whether this matter has been approved.

                       The Board Of Directors Recommends
                         A Vote In Favor Of Proposal 3.

                                       6
<PAGE>

                             SECURITY OWNERSHIP OF
                    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of November 1, 2000 by: (i) each nominee for
director; (ii) each of the executive officers named in the Summary Compensation
Table; (iii) all executive officers and directors of the Company as a group;
and (iv) all those known by the Company to be beneficial owners of more than
five percent of its Common Stock.

<TABLE>
<CAPTION>
                                                     Beneficial Ownership (1)
                                                     ------------------------
                                                     Number of  Percentage of
Beneficial Owner                                       Shares     Ownership
----------------                                     ---------- -------------
<S>                                                  <C>        <C>
Entities Affiliated with ABB(2).....................  8,821,545     33.3%
 Gottlieb-Daimler Strasse 8
 68165 Mannheim
 Germany
Nathan Zommer(3)....................................  7,037,407     26.2
 3540 Bassett Street
 Santa Clara, CA 95054
Arnold Agbayani(4)..................................    613,162      2.3
Richard Fassler(5)..................................     13,622        *
Peter Ingram(6).....................................    433,100      1.6
Kevin McDonough(7)..................................     36,663        *
Donald Feucht.......................................        --       --
Andreas Hartmann(2).................................  8,821,545     33.3
Samuel Kory(8)......................................      2,250        *
S. Joon Lee.........................................        --       --
All directors and executive officers as a group (8
 persons)(9)........................................ 16,396,173     62.7
</TABLE>
--------
 *  Represents less than one percent.

(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
    26,470,431 shares outstanding on November 1, 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 November 1, 2000.

(2) Includes 8,090,944 shares held by ABB and 730,601 shares held by ASEA Brown
    Boveri Inc. Also includes 49,774 shares which an entity affiliated with ABB
    has the right to acquire pursuant to a warrant exercisable within 60 days
    of September 1, 2000. Mr. Hartmann disclaims beneficial ownership of the
    ABB Shares. Mr. Hartmann is a Vice President of ABB and may be deemed to
    exercise voting power with respect to the ABB Shares.

(3) Includes an aggregate of 5,200 shares held in trusts for Dr. Zommer's
    children. Also includes 354,573 shares Dr. Zommer has the right to acquire
    pursuant to options exercisable within 60 days of November 1, 2000.

(4) Includes 89,530 shares Mr. Agbayani has the right to acquire pursuant to
    options exercisable within 60 days of November 1, 2000.
(5) Mr. Fassler left our company in January 2000.

(6) Includes 65,946 shares Mr. Ingram has the right to acquire pursuant to
    options exercisable within 60 days of November 1, 2000.

(7) Includes 35,655 shares Mr. McDonough has the right to acquire pursuant to
    options exercisable within 60 days of November 1, 2000.

                                       7
<PAGE>


(8) Represents shares Mr. Kory has the right to acquire pursuant to options
    exercisable within 60 days of November 1, 2000.
(9) See footnotes 2 through 8 above.

            SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

   Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file with the SEC initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent Stockholders are required by SEC
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, 2000, all Section
16(a) filing requirements applicable to its officers, directors and greater
than ten percent beneficial owners were complied with.

                                       8
<PAGE>

                      DIRECTOR AND EXECUTIVE COMPENSATION

Director Compensation

   Each director receives $1,000 for each meeting of the board he attends and
$500 for each committee meeting he attends if it is not conducted within 48
hours of a board meeting. Additionally, directors are reimbursed for certain
expenses in connection with attendance at our board and committee meetings. Our
2000 Non-Employee Directors' Equity Incentive Plan, effective during fiscal
year 2000, provides for the grant of options to purchase Common Stock to non-
employee directors pursuant to a discretionary grant mechanism administered by
our board. These options vest over a period of time, to be determined in each
case by our board, so long as the optionee remains a non-employee director.
Each director currently receives an option to acquire 30,000 shares of Common
Stock upon becoming a member of our board of directors.

Executive Compensation

   The following table sets forth certain compensation awarded or paid by us
during the fiscal years ended March 31, 2000, March 31, 1999 and March 31, 1998
to our President and Chief Executive Officer and our other executive officers
who earned more than $100,000 during fiscal year 2000. These people are
referred to in this proxy statement as our named executive officers.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                         Annual Compensation
                         -----------------------              Securities
Name and Principal                               Other Annual Underlying  All Other
Position                 Year Salary      Bonus  Compensation  Options   Compensation
------------------       ---- -------    ------- ------------ ---------- ------------
                                ($)      ($)(1)     ($)(2)       (#)         ($)
<S>                      <C>  <C>        <C>     <C>          <C>        <C>
Nathan Zommer........... 2000 357,420(3) 124,300    15,605     480,000       2,110(4)
 President and Chief     1999 200,004    257,700    16,597      62,600      11,607(5)
 Executive Officer       1998 200,004    267,800    18,710         --        2,200(4)
Arnold Agbayani......... 2000 189,190(3)  48,000    12,693      40,000       2,830(4)
 Vice President, Finance
  and                    1999 128,004    171,600    15,238      34,800      10,229(6)
 Administration, Chief
  Financial              1998 128,004    171,600    12,839         --        2,830(4)
 Officer and Secretary
Richard Fassler(7)...... 2000 111,907     43,013       --      140,000         --
 Former Vice President,  1999 100,848     28,411     7,800      14,000         --
 Sales and Marketing     1998  90,250     41,405     7,800         --          --
Peter Ingram............ 2000 154,578     19,294     1,752     180,000         --
 Vice President,         1999 153,961     25,851     6,893      24,400         --
 European Operations     1998 151,483        --      6,373         --          --
Kevin McDonough(8)...... 2000 120,346      3,000       --      240,000         --
 Vice President,         1999 110,822      3,000       --        8,600         --
 U.S. Operations         1998  23,692      2,000     1,800         --          --
</TABLE>
--------
(1) Represents annual bonus earned for performance in the specified fiscal
    year.
(2) Represents car allowance.
(3) Includes retroactive payments made during fiscal year 2000 attributable to
    base salary increases in fiscal year 1999.
(4) Represents premiums paid for group term life insurance.
(5) Includes $2,110 premiums paid for group term life insurance and $9,497 tax
    gross-up paid by us.
(6) Includes $2,830 premiums paid for group term life insurance and $7,399
(7) Mr. Fassler left our company in January 2000.
(8) Mr. McDonough joined us in January 1998.

                                       9
<PAGE>

   The following tables show for the fiscal year ended March 31, 2000, certain
information regarding options granted to, exercised by, and held at year end
by, the named executive officers:

                       Option Grants in Fiscal Year 2000

<TABLE>
<CAPTION>
                                                                         Potential
                                                                    Realizable Value at
                                                                      Assumed Annual
                         Number of  % of Total                        Rates of Stock
                         Securities  Options                        Price Appreciation
                         Underlying  Granted   Exercise                  for Term
                          Options   in Fiscal  Price Per Expiration -------------------
                          Granted      Year      Share      Date       5%       10%
                         ---------- ---------- --------- ---------- -------- ----------
<S>                      <C>        <C>        <C>       <C>        <C>      <C>
Nathan Zommer...........  480,000      16.3%    $2.338    11/18/09  $706,860 $1,783,980
 President and Chief
 Executive Officer
Arnold Agbayani.........
 Vice President, Finance
  and                      40,000       1.4      2.125    11/18/09    53,550    135,150
 Administration, Chief
  Financial
 Officer and Secretary
Richard Fassler.........  140,000       4.8      2.125    11/18/09   187,425    473,025
 Former Vice President,
 Sales and Marketing
Peter Ingram............   60,000       2.0      2.125    11/18/09    80,325    202,725
 Vice President,           69,256       2.4      3.625     1/20/10   158,163    399,174
 European Operations       50,744       1.7      3.625     1/20/10   115,886    292,475
Kevin McDonough.........   70,000       2.4      2.125    11/18/09    93,712    236,512
 Vice President,           70,004       2.4      3.625     1/20/10   159,871    403,485
 U.S. Operations           99,996       3.4      3.625     1/20/10   228,365    576,351
</TABLE>

   The information regarding stock options granted to named executive officers
as a percentage of total options granted to employees in the fiscal year, as
disclosed in the table, is based upon options to purchase an aggregate of
2,940,000 shares of Common Stock that were granted to all employees as a group,
including named executive officers, in the fiscal year ended March 31, 2000.

   The exercise price per share of each option was equal to the closing price
of our Common Stock on the Nasdaq Small Cap Market on the date of grant, except
Dr Zommer's option was granted with an exercise price 10% above the closing
price on the date of grant.

   The potential realizable value is calculated based on the term of the option
at its time of grant 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 annual
rates of the stock price appreciation are derived from the rules of the SEC and
do not represent our estimate or projection of the future Common Stock prices.

                                       10
<PAGE>

   Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
                                     Values

   The following table sets forth the number of shares of Common Stock acquired
and the value realized upon exercise of stock options by our named executive
officers during fiscal year 2000. The value realized is based on the fair
market value of our Common Stock on the date of exercise minus the exercise
price. The table also includes information concerning exercisable and
unexercisable stock options held by the executive officers named in the summary
compensation table at March 31, 2000. The value of unexercised in-the-money
options is based on the fair market value of our Common Stock on March 31, 2000
of $6.78, minus the actual exercise prices.

<TABLE>
<CAPTION>
                                                    Number of Securities      Value of Unexercised
                           Shares                  Underlying Unexercised    In-The-Money Options at
                         Acquired on              Options at March 31, 2000      March 31, 2000
                          Exercise      Value     ------------------------- -------------------------
          Name               (#)     Realized ($) Exercisable Unexercisable Exercisable Unexercisable
          ----           ----------- ------------ ----------- ------------- ----------- -------------
<S>                      <C>         <C>          <C>         <C>           <C>         <C>
Nathan Zommer...........      --           --       199,810      530,080     $675,676    $2,379,777
 President and Chief
 Executive Officer
Arnold Agbayani.........      --           --        67,518       71,022     $236,995    $  338,654
 Vice President, Finance
 and Administration,
 Chief Financial Officer
 and Secretary
Richard Fassler.........    2,100       $4,856       33,245          --      $125,479           --
 Former Vice President,
 Sales and Marketing
Peter Ingram............      --           --        43,284      201,024     $186,424    $  762,604
 Vice President,
 European Operations
Kevin McDonough.........      --           --         1,720      176,880     $  8,762    $  897,607
 Vice President, U.S.
 Operations
</TABLE>

                             EMPLOYMENT AGREEMENTS

   The Company entered into an employment agreement, dated as of January 1,
1995, with Dr. Zommer. The agreement provides for, among other things,
salaries, bonuses and car allowances as determined by our board. Under the
terms of the agreement, the Company agrees to maintain term life insurance on
Dr. Zommer's life in the amount of $1,000,000. In addition, the agreement
provides that if the Company 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 the Company, 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.

   Under Dr. Zommer's amended agreement, running through January 31, 2004, his
annual bonus is 40% of his base salary, which was $285,000 in fiscal year 2000.
In addition, he is eligible for an incentive payment of three times his base
annual salary in the event of certain change of control transactions, including
a reorganization, consolidation, merger and sale of the company's stock or
assets. Additionally, if his employment terminates without cause or he resigns
his employment for certain reasons 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.

   The Company also entered into an employment agreement, dated as of
January 1, 1995, with Mr. Agbayani. The agreement provides for, among other
things, salaries, bonuses and car allowances as determined by our board. Under
the terms of the agreement, the Company agrees to maintain term life insurance
on Mr. Agbayani's life in the amount of $1,000,000. In addition, the agreement
provides that if the

                                       11
<PAGE>

Company 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 us, 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.

   Under Mr. Agbayani's amended agreement, running through January 31, 2004,
his annual bonus is 30% of his base salary, which was $160,000 in fiscal year
2000. In addition, he is eligible for an incentive payment of three times his
annual base salary in the event of certain change of control transactions,
including a reorganization, consolidation, merger and sale of the company's
stock or assets. Additionally, if his employment terminates without cause or he
resigns his employment for certain reasons 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.

  REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
                                COMPENSATION/1/

   The Compensation Committee is currently composed of two non-employee
directors: Messrs. Kory and Hartmann. The Committee is responsible for
establishing the Company's compensation programs for all employees, including
executives. For certain executive officers, the Committee evaluates performance
and determines compensation policies and levels.

                            Compensation Philosophy

   The goals of the compensation program are to align compensation with
business objectives and performance and to enable the Company to attract and
retain the highest quality executive officers and other key employees, reward
them for the Company's progress and motivate them to enhance long-term
stockholder value. Key elements of this philosophy are as follows:

  .  The Company pays competitively with comparable semiconductor companies,
     both inside and outside its industry, with which the Company competes
     for talent. The Company compares its pay practices with these companies
     and sets its pay parameters based on this review.

  .  The Company maintains long-term incentive opportunities sufficient to
     provide motivation to achieve specific operating goals and to generate
     rewards that bring total compensation to competitive levels.

  .  The Company provides equity-based incentives for executives and other
     key employees to ensure that they are motivated over the long term to
     respond to the Company's business challenges and opportunities as owners
     and not just as employees.

   Base Salary. The Committee annually reviews Dr. Zommer's and Mr. Agbayani's
base salary; the remaining executive officers' salaries are reviewed by the
Chief Executive Officer. When reviewing base salaries, the Committee considers
individual and corporate performance, levels of responsibility, prior
experience, breadth of knowledge and competitive pay practices. Base salaries
for executive officers as a whole were increased by 74.3% in fiscal year 2000.
The increases were due to the need to remain within the range of competitive
salaries for comparable companies.

   Long-Term Incentives. The Company's long-term incentive program consists of
the 1999 Equity Incentive Plan and the 1999 Employee Stock Purchase Plan.
Previously, the Company also issued shares to certain key officers of the
Company under the 1994 Stock Option Plan. Through option grants, executives and

--------
   /1/ The material in this report is not "soliciting material," is not deemed
"filed" with the SEC, and is not to be incorporated by reference into any
filing of the Company under the 1933 Act or 1934 Act, whether made before or
after the date hereof and irrespective of any general incorporation language
contained in such filing.

                                       12
<PAGE>

employees receive equity incentives to build long-term stockholder value.
Grants are made at least 100% of fair market value on the date of grant.
Executives receive value from these grants only if the Company's Common Stock
appreciates over the long-term. The size of the option grants is determined at
the discretion of the Board of Directors. The Board awarded grants in order to
provide significant links between executive compensation and stockholder
interests.

   Cash Bonus. The Company pays cash bonuses to executive officers based on
their performance in accordance with personal objectives set for each executive
officer with respect to the fiscal year. While the objectives vary based on the
officer's area of responsibility, they are established with the goal of
incentivizing performance consistent with the overall corporate goals of
promoting revenue growth and profitability. Notwithstanding the foregoing, the
amount and criteria for Dr. Zommer's and Mr. Agbayani's cash bonuses are set
forth in their respective employment agreements.

Corporate Performance and Chief Executive Officer Compensation

   Dr. Zommer's base salary during fiscal year 2000 as President and Chief
Executive Officer was $357,420. Dr. Zommer's fiscal year 2000 base salary was
based largely on fiscal 1999 performance. In fiscal year 1999, the Company
achieved several key objectives, including the growth in Company revenues in
fiscal year 1999 over fiscal year 1998 of 17.0%. The bonus Dr. Zommer received
during fiscal year 2000 was $124,300. Dr. Zommer's fiscal year 2000 cash bonus
was paid pursuant to his amended employment agreement described in this proxy
statement under the caption "Employment Agreements." In fiscal year 2000, Dr.
Zommer received an additional stock option grant for 480,000 shares of Common
Stock. The amount of the option grant was consistent with competitive
practices. The option granted as an incentive for future performance, in light
of the fact that most of Dr. Zommer's current equity incentives are fully
vested.

Limitation on Deduction of Compensation Paid to Certain Executive Officers

   Section 162(m) of the Code limits the Company to a deduction for federal
income tax purposes of no more than $1 million of compensation paid to certain
Named Executive Officers in a taxable year. Compensation above $1 million may
be deducted if it is "performance-based compensation" within the meaning of the
Code.

   The statute containing this law and the applicable proposed Treasury
regulations offer a number of transitional exceptions to this deduction limit
for pre-existing compensation plans, arrangements and binding contracts. As a
result, the Compensation Committee believes that at the present time it is
quite unlikely that the compensation paid to any Named Executive Officer in a
taxable year which is subject to the deduction limit will exceed $1 million.
Therefore, the Compensation Committee has not yet established a policy for
determining which forms of incentive compensation awarded to its named
executive officers shall be designed to qualify as "performance-based
compensation."

Conclusion

   Through the plans described above, a significant portion of the Company's
executive compensation program, including Dr. Zommer's compensation, is
contingent on Company performance, and realization of benefits is closely
linked to increases in long-term stockholder value. The Company remains
committed to this philosophy of pay for performance, recognizing that the
competitive market for talented executives and the volatility of the Company's
business may result in highly variable compensation for a particular time
period.

   From the members of the Compensation Committee of IXYS Corporation.

                                          Samuel Kory
                                          Andreas Hartmann

                                       13
<PAGE>

          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 for Dr. Zommer and Mr. Agbayani are made by the
Compensation Committee. During fiscal year 2000, the Compensation Committee was
comprised entirely of non-employee directors.

                     PERFORMANCE MEASUREMENT COMPARISON/1/

   The following graph shows the total stockholder return of an investment of
$100 for the period from June 29, 1995 through March 31, 2000 for (i) the
Company's Common Stock, (ii) the Nasdaq National Market ("Nasdaq") and (iii)
the S&P Semiconductor Index. All values assume reinvestment of the full amount
of all dividends and are calculated as of March 31 of each year. Historical
stock price performance should not be relied upon as indicative of future stock
price performance.

     Indexed Stock Price Comparison (June 29, 1995 through March 31, 2000)

                        [PERFORMANCE GRAPH APPEARS HERE]

<TABLE>
<CAPTION>
                                                Cumulative Total Return
                                         --------------------------------------
                                         6/29/95 3/96 3/97 3/98 9/98* 3/99 3/00
                                         ------- ---- ---- ---- ----- ---- ----
<S>                                      <C>     <C>  <C>  <C>  <C>   <C>  <C>
IXYS Corporation........................   100    50   10    1     3    1    7
NASDAQ Stock Market (U.S.)..............   100   128  143  216   201  292  544
S&P Electronics (Semiconductor).........   100    90  191  209   218  316  781
</TABLE>
--------
   *In September 1998, Paradigm Technology, Inc. and IXYS merged, creating the
combined company IXYS Corporation. Prior to September 1998, the Company traded
under the symbol "PRDM" as Paradigm Technology, Inc.

   /1/ This Section is not "soliciting material," is not deemed "filed" with
the SEC and is not to be incorporated by reference in any filing of the Company
under the 1993 Act or the 1934 Act whether made before or after the date hereof
and irrespective of any general incorporation language in any such filing.

                                       14
<PAGE>

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   On September 14, 1995, our board of directors authorized stock grants, made
pursuant to certain stock purchase agreements, to Dr. Zommer and Messrs.
Agbayani, Fassler and Ingram. In connection with these stock grants, an
aggregate of 7,410,134 shares of our Common Stock were granted to these
individuals. The shares were paid for with recourse promissory notes in an
aggregate principal amount of $832,716 and are currently fully vested. Messrs.
Fassler and Ingram have paid their notes in full. The note terms provide that
between September 15, 2003 and September 15, 2005, quarterly installments of
principal and accrued interest are due, and all principal of the notes, plus
accrued interest, is due and payable September 15, 2005. The notes bear
interest at a rate of 6.25% per annum compounded annually. In the event either
Dr. Zommer or Mr. Agbayani sells shares of our common stock currently held by
him, a mandatory prepayment in an amount equal to 30.0% of the net sale
proceeds is due from him. In the event of termination of employment, any unpaid
principal and interest become due and payable. In the event of a change in
control, the notes mature within 12 months, provided the change in control
occurs before September 15, 2004.

   In November 1996, we loaned approximately $75,000 to Dr. Zommer, in exchange
for a promissory note bearing a simple interest rate of 8.25% per annum. The
principal amount of the loan, plus any interest thereon, is due and payable no
later than November 12, 2001. In the event of Dr. Zommer's voluntary
termination or his termination for cause, the loan will be due and payable one
year from the date of his termination.

   ABB is a principal stockholder of IXYS. In fiscal year 2000, we generated
revenues of $653,000 from sales of products to ABB and to ABB's affiliates for
use as components in their products.

   We have entered into indemnity agreements with our executive officers and
directors containing provisions which may require us, among other things, to
indemnify them against certain liabilities that may arise by reason of their
status or services as officers or directors.

                                       15
<PAGE>

                                 OTHER MATTERS

   The Board of Directors knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance with their best
judgment.

                                          By Order of the Board of Directors


                                          /s/ Arnold P. Agbayani

                                          Arnold P. Agbayani
                                          Secretary

November 17, 2000

   A copy of the Company's Annual Report to the Securities and Exchange
Commission on Form 10-K, as amended, for the fiscal year ended March 31, 2000
accompanies this Proxy Statement. Further copies are also available without
charge upon written request to: Corporate Secretary, IXYS Corporation, 3540
Bassett Street, Santa Clara, CA 95054. Copies may also be obtained without
charge through the SEC's World Wide Web site at http://www.sec.gov.

                                       16
<PAGE>

                                     PROXY
                               IXYS CORPORATION

                              3540 Bassett Street
                         SANTA CLARA, CALIFORNIA 95054

                      SOLICITED BY THE BOARD OF DIRECTORS
                    FOR THE ANNUAL MEETING OF STOCKHOLDERS

     The undersigned hereby appoints Nathan Zommer and Arnold Agbayani or either
of them, and each with the power of substitution, and hereby authorized them to
represent and to vote, as designed on the reverse side, all shares of common
stock of IXYS Corporation (the "Company") held of record by the undersigned on
October 31, 2000 at the Annual Meeting of Stockholders to be held on December
11, 2000 and any adjournments thereof.

     THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED, IF NO DIRECTION
IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED FOR
SUCH PROPOSAL.

     PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE.  NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

SEE REVERSE             CONTINUTED AND TO BE SIGNED ON               SEE REVERSE
   SIDE                          REVERSE SIDE                            SIDE

                             FOLD AND DETACH HERE



       Dear Stockholder:

       Please take note of the important information enclosed with this Proxy.
       There are a number of issues related to the operation of the Company that
       require your immediate attention.

       Your vote counts, and you are strongly encouraged to exercise your right
       to vote your shares.

       Please mark the boxes on the proxy card to indicate how your shares will
       be voted.  Then sign the card, detach it and return your prompt
       consideration of these matters.

       Sincerely,

       IXYS Corporation
<PAGE>

<TABLE>
                                                                                                                         PLEASE
                                                                                                                          MARK
                                                                                                                        VOTES AS   x
                                                                                                                        IN THIS
                                                                                                                        EXAMPLE

<S>                                <C>                  <C>                     <C>                            <C>  <C>      <C>
1. Election of Directors.          FOR all nominees     WITHHOLD AUTHORITY      3. To approve the              FOR  AGAINST  ABSTAIN
   Andreas Hartmann,               listed (except       to vote for all            Appointment of
   Samuel Kory, Arnold Agbayani,   as marked            nominees listed            PricewaterhouseCoopers LLP
   Nathan Zommer, S. Joon Lee      to the contrary)                                as Independent Auditors of
   and Donald Feucht                                                               the Company for its Fiscal
                                                                                   Year Ended March 31, 2001.
INSTRUCTIONS:  To withhold authority                                               Management Recommends a Vote
to vote for any individual nominee,                                                for Proposal Number 3.
strike a line through the nominee's
name in the list above.

2. Approve an Amendment to the           FOR  AGAINST  ABSTAIN    4. In their discretion, the proxies          FOR  AGAINST  ABSTAIN
   Company's Amended and Restated                                   are authorized to vote upon any other
   Certificate of Incorporation to                                  business that may properly come before
   increase the number of authorized                                the meeting.
   shares of common stock that the
   Company is authorized to issue
   from 40,000,000 to 80,000,000
   shares.

</TABLE>



Signature:                Date:         Signature:               Date:
          ---------------      --------           --------------      ----------

Please sign exactly as name appears hereon. Joint owners should each sign.
Executors, administrators, trustees, guardians or other fiduciaries should
give full title as such. If signing for a corporation, please sign in full
corporate name by a duly authorized officer.

                             FOLD AND DETACH HERE


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