UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 28, 2007
(Date of earliest event reported)
IXYS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-26124 77-0140882
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification No.)
3540 Bassett Street
Santa Clara, CA 95054
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (408) 982-0700
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
(b) The Company notified Nasdaq on March 5, 2007 that, due to the resignation of
Kenneth D. Wong from his position as a director and as a member of the Audit
Committee (as disclosed in Item 5.02 hereof), the Company is not currently in
compliance with Rule 4350(d)(2). That rule requires the Company to have an Audit
Committee consisting of three independent directors. There are currently two
independent directors on the Audit Committee and one vacancy.
Pursuant to Nasdaq Rule 4350(d)(4)(B), the Company has until the
earlier of (i) the next annual shareholders meeting (or September 1, 2007, if
later) or (ii) March 5, 2008, which is one year from the occurrence of the event
that caused the failure to comply with this requirement, to regain compliance
with the rule.
As noted in Item 5.02 hereof, the Company is currently searching for a
new independent Board member who would, among other things, have financial
fluency and be willing to serve on the Audit Committee.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On February 28, 2007, Director Kenneth D. Wong orally notified the Company
of his intention to resign from the Board of Directors. On March 5, 2007, the
Company received Mr. Wong's written resignation, which was effective on March 5,
2007.
In his written resignation, Mr. Wong indicated that he is resigning due
to advice from Nasdaq that the consummation of the pending real estate
transaction between the Company and an affiliate of his firm, Menlo Equities
LLC, pursuant to the agreement disclosed in the Form 8-K filed on February 6,
2007, would cause him to lose his independence. His resignation leaves the Board
of Directors with three independent directors and two directors who are not
independent.
Mr. Wong was a member of the Audit Committee. His resignation leaves a
vacancy on that committee, which now consists of only two independent directors,
Donald L. Feucht and David L. Millstein. The Company is currently searching for
a new independent Board member who would, among other things, have financial
fluency and be willing to serve on the Audit Committee.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IXYS CORPORATION
By: /s/ Uzi Sasson
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Uzi Sasson
Vice President of Finance and Chief
Financial Officer
(Principal Financial Officer)
Date: March 6, 2007
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