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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
IXYS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 77-0140882-5
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
3540 Bassett Street, Santa Clara, CA 95054
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(Address of principal executive offices) (Zip code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box.[ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following.[x]
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<S> <C>
Securities Act registration statement number to which this form relates: Registration No. 333-57003
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(if applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
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None N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
As used herein, references to "we," "our" or "us" refer to the registrant,
IXYS Corporation.
Our authorized capital stock of consists of 40 million shares of common
stock, $0.01 par value, and five million shares of preferred stock, $0.01 par
value.
Common Stock
The holders of common stock are entitled to one vote per share on all
matters submitted to a vote of our stockholders. Subject to preferences that may
be applicable to any preferred stock outstanding at the time, the holders of
outstanding shares of common stock are entitled to receive ratably any dividends
out of assets legally available therefor as our board of directors may from time
to time determine. Upon liquidation, dissolution or winding up of our company,
holders of our common stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preference of any
then outstanding shares of preferred stock. Holders of common stock have no
preemptive or conversion rights or other subscription rights. There are no
redemption or sinking fund provisions applicable to the common stock. All
outstanding shares of common stock are fully paid and nonassessable.
Preferred Stock
Our certificate of incorporation provides that our board of directors have
the authority, without further action by the stockholders, to issue up to five
million shares of preferred stock in one or more series. The board is able to
fix the rights, preferences, privileges and restrictions of the preferred stock,
including dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preferences, sinking fund terms and the number of shares
constituting any series or the designation of this series. The issuance of
preferred stock could adversely affect the voting power of holders of common
stock, and the likelihood that holders of preferred stock will receive dividend
payments and payments upon liquidation may have the effect of delaying,
deferring or preventing a change in control of our company, which could depress
the market price of our common stock. We have no present plan to issue any
shares of preferred stock.
Charter Provisions
Our certificate of incorporation and our bylaws contain provisions that may
have the effect of deterring hostile takeovers or delaying changes in control or
our management. For example, our certificate of incorporation grants our board
of directors the authority to issue up to 5,000,000 shares of preferred stock
and to determine the price, rights, preferences and privileges and restrictions,
including voting rights, of those shares without any further vote or action by
our stockholders. The rights of the holders of common stock will be subject to,
and may be harmed by, the rights of the holders of any shares of preferred stock
that may be issued in the future. The issuance of preferred stock may delay,
defer or prevent a change in control, as the terms of the preferred stock that
might be issued could potentially prohibit our consummation of any merger,
reorganization, sale of substantially all of our assets, liquidation or other
extraordinary corporate transaction without the approval of the holders of the
outstanding shares of preferred stock.
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Our certificate of incorporation also requires that any action required or
permitted to be taken by our stockholders must be effected at a duly called
annual or special meeting of stockholders and may not be effected by a consent
in writing.
Certain provisions of our bylaws may have the effect of deterring hostile
takeovers or delaying changes in control or our management by delaying
stockholder action. Specifically, our bylaws provide that candidates for
director may be nominated only by the board of directors or by a stockholder who
gives written notice to us in accordance with our bylaws. For directors to be
elected at an annual meeting of stockholders, a stockholder must give written
notice no earlier than 120 days prior to the first anniversary of the last
annual meeting of stockholders and no later than 90 days prior to the annual
meeting. For directors to be elected at a special meeting of stockholders, a
stockholder must give written notice no earlier than 120 days prior to the
special meeting and no later than the later of 90 days prior to the special
meeting or the tenth day following the date on which public announcement is
first made of the date of the special meeting and of the nominees proposed by
our board of directors to be elected at the special meeting. Furthermore,
between stockholder meetings, the board may appoint new directors to fill
vacancies or newly created directorships.
Item 2. Exhibits.
Exhibit
Number Description
3.1 Amended and Restated Certificate of
Incorporation of Registrant. (1)
3.2 Certificate of Amendment to Amended and Restated
Certificate of Incorporation Registrant. (2)
3.3 Certificate of Amendment to Amended and Restated
Certificate of Incorporation of Registrant
Regarding Name Change. (2)
3.4 Certificate of Correction to the Certificate of
Amendment of Registrant, filed with the Delaware
Secretary of State on September 13, 2000
3.5 Bylaws of the Registrant. (3)
4.1 Specimen Stock Certificate.
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(1) Filed as an Annex or Exhibit to the Joint Proxy Statement/Prospectus
forming part of the Registration Statement on Form S-4 of Paradigm
Technology, Inc., as amended (333-57003) and incorporated herein by
reference.
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(2) Filed as an Exhibit to the Quarterly Report on Form 10-Q for the period
ended September 30, 1998 and incorporated herein by reference.
(3) Filed as an Exhibit to the Quarterly Report on Form 10-Q for the period
ended December 31, 1998 and incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
IXYS Corporation
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(Registrant)
/S/ ARNOLD P. AGBAYANI
Date: September 14, 2000 By:______________________________________________
Arnold P. Agbayani
Chief Financial Officer
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