(Mark One) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended March 31, 2010 | ||
or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Delaware | 77-0140882 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
Common stock, par value $0.01 per share | The NASDAQ Global Select Market | |
(Title of Each Class) | (Name of Each Exchange on Which Registered) |
Large accelerated
filer
o
|
Accelerated filer þ |
Non-accelerated
filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
2
Item 1. | Business |
| power conversion systems, including uninterruptible power supplies, or UPS, and switch mode power supplies, or SMPS, for applications such as communications infrastructure, including wireless base stations, network servers and telecommunication switching stations; | |
| motor drives for industrial applications, such as industrial transportation, robotics, automation and process control equipment; | |
| medical electronics for sophisticated applications, such as defibrillators and MRI equipment; and | |
| renewable energy sources such as wind turbines and solar systems. |
3
| proliferation of technology-driven products that require electricity, including computers, telecommunications equipment and the infrastructure to support portable electronics; | |
| increased use of electronic content in traditional products such as airplanes, automobiles and home appliances; | |
| increased use of automation and electrical processes in industry and mass transit systems; | |
| growth of the Internet and mobile telecommunications demand; and | |
| penetration of technology into developing countries. |
| convert, or rectify, alternating current, or AC, power delivered by electrical utilities to the direct current, or DC, power that is required by most electronic equipment; | |
| convert DC power at a certain voltage level to DC power at a different voltage level to meet the specific voltage requirement for an application; | |
| invert DC power to high frequency AC power to permit the processing of power through the use of substantially smaller electronic components; or | |
| rectify high frequency AC power from switch mode power supplies to meet the specific DC voltage and frequency required by an application. |
4
| Power MOSFETs. A power MOSFET, or metal oxide silicon field effect transistor, is a switch controlled by voltage at the gate. Power MOSFETs are used in combination with passive components to vary the amperage and frequency of electricity by switching on and off at high frequency. Our power MOSFETs are used primarily in power conversion systems and are focused on higher voltage applications ranging from 40 to 1,700 volts. | |
| IGBTs. IGBTs, or insulated gate bipolar transistors, also are used as switches. IGBTs have achieved many of the advantages of power MOSFETs and of traditional bipolar technology by combining the voltage-controlled switching features of power MOSFETs with the superior conductivity and energy efficiency of bipolar transistors. For a given semiconductor die size, IGBTs can operate at higher currents and voltages, making them more cost-effective devices for high energy applications than power MOSFETs. |
| Rectifiers. Rectifiers convert AC power to DC power and are used primarily in input and output rectification and inverters. Our rectifiers are used in DC and AC motor drives, power supplies, lighting and heating controls and welding equipment. |
5
| Thyristors. Thyristors are switches that can be turned on by a controlled signal and turned off only when the output current is reduced to zero, which occurs in the flow of AC power. Thyristors are preferred over power MOSFETs and IGBTs in high voltage, low frequency AC applications because their on state resistance is lower than the on state resistance of power MOSFETs and IGBTs. Our thyristors are used in motor drives, defibrillators, power supplies, lighting and heating controls. |
6
Category
|
Our Products
|
End User Applications
|
||
Power Conversion Systems
|
FRED | SMPS and UPS for: | ||
IGBT | Wireless base stations | |||
Module | Internet facilities | |||
MOSFET | Storage area networks | |||
Rectifier | RF generators | |||
IC Driver | Renewable energy systems | |||
Embedded Flash Microcontrollers | Low-power controllers | |||
Core 8-bit Microcontrollers | Industrial controllers | |||
Battery chargers | ||||
Motor Drives
|
FRED | Automation | ||
IGBT | Robotics | |||
Module | Process control equipment | |||
MOSFET | Machine tools | |||
Thyristor | Electric trains | |||
IC Driver |
7
Category
|
Our Products
|
End User Applications
|
||
Medical Electronics
|
IGBT | Defibrillators | ||
MOSFET | Medical imaging devices | |||
Thyristor | Laser power supplies | |||
IC | Ultrasound | |||
GaAs FET | ||||
Telecommunications
|
SSR | Point-of-sale terminals | ||
LCAS | Modems | |||
GaAs FET | Set top boxes | |||
DAA | Wireless base stations | |||
Core 8-bit Microcontrollers | Central office | |||
Serial Communication Controllers | Security systems | |||
Telephone switches/PBX | ||||
Consumer Products
|
Display Driver ICs | Cell phones | ||
Core 8-bit Microcontrollers | Appliances | |||
Embedded Flash Microcontrollers |
8
| developing new power semiconductors for defibrillators; | |
| increasing the operating range of our MOS and bipolar products; | |
| developing new gallium arsenide monolithic microwave ICs, or MMICs; | |
| developing new light emitting diode drivers; | |
| developing higher power IGBT modules; | |
| developing power solid state relays; | |
| developing power management ICs based on our high voltage silicon on insulator IC, or HVIC, technology; | |
| developing trench MOSFETs for automotive and portable equipment markets; | |
| developing module products for automotive markets; | |
| developing module products for solar inverters and wind power generators; | |
| developing stacks for renewable energy markets; | |
| developing ICs for telecommunications and flexible display drivers; | |
| developing solar powered battery charging devices, products and circuits; and | |
| developing 8 and 16-bit embedded flash-based microcontrollers, including our Z8 Encore!, Z8 Encore XP, ZNEO, eZ80 Acclaim! and Z-dot families of products and solutions. |
9
10
| price; | |
| proper new product definition; | |
| product quality, reliability and performance; | |
| product features; | |
| timely delivery of products; | |
| breadth of product line; | |
| design and introduction of new products; | |
| market acceptance of our products and those of our customers; | |
| support tools; | |
| familiarity with micrologic architecture; | |
| existing customer investment in system software based on a particular architecture; and | |
| technical support and service. |
11
Item 1A. | Risk Factors |
| changes in business and economic conditions, including a downturn in demand or decrease in the rate of growth in demand, whether in the global economy, a regional economy or in the semiconductor industry; | |
| changes in consumer and business confidence caused by changes in market conditions, including changes in the credit market, change in currency exchange rates, expectations for inflation and energy prices; | |
| competitive pressures, particularly pricing pressures; | |
| changes in customer product needs; | |
| changes in the level of customers component inventory; and | |
| strategic actions taken by our competitors. |
12
| the reduction, rescheduling or cancellation of orders by customers; | |
| fluctuations in timing and amount of customer requests for product shipments; | |
| changes in the mix of products that our customers purchase; | |
| loss of key customers; | |
| the cyclical nature of the semiconductor industry; | |
| competitive pressures on selling prices; | |
| market acceptance of our products and the products of our customers; | |
| fluctuations in our manufacturing yields and significant yield losses; | |
| difficulties in forecasting demand for our products and the planning and managing of inventory levels; | |
| the availability of production capacity, whether internally or from external suppliers; | |
| the availability of raw materials, supplies and manufacturing services from third parties; | |
| the amount and timing of investments in research and development; | |
| damage awards or injunctions as the result of litigation; | |
| changes in our product distribution channels and the timeliness of receipt of distributor resale information; | |
| the impact of vacation schedules and holidays, largely during the second and third fiscal quarters of our fiscal year; and | |
| the amount and timing of costs associated with product returns. |
13
| foreign currency fluctuations, particularly in the Euro and the British pound; | |
| longer payment cycles; | |
| challenges in collecting accounts receivable; | |
| changes in the laws, regulations or policies of the countries in which we manufacture or sell our products; | |
| trade restrictions; | |
| cultural and language differences; | |
| employment regulations; | |
| limited infrastructure in emerging markets; | |
| transportation delays; | |
| seasonal reduction in business activities; | |
| work stoppages; | |
| labor and union disputes; | |
| electrical outages; | |
| terrorist attack or war; and | |
| economic or political instability. |
14
| changes in product mix in response to changes in demand; | |
| alternating periods of overcapacity and production shortages, including shortages of raw materials supplies and manufacturing services; | |
| cyclical demand for semiconductors; | |
| significant price erosion; | |
| variations in manufacturing costs and yields; | |
| rapid technological change and the introduction of new products; and | |
| significant expenditures for capital equipment and product development. |
| reduced control over delivery schedules and quality; | |
| the potential lack of adequate capacity during periods of excess demand; | |
| difficulties selecting and integrating new subcontractors; | |
| limited or no warranties by subcontractors or other vendors on products supplied to us; |
15
| potential increases in prices due to capacity shortages and other factors; | |
| potential misappropriation of our intellectual property; and | |
| economic or political instability in foreign countries. |
| failure to retain key personnel of the acquired business; | |
| diversion of managements attention during the acquisition process; | |
| disruption of our ongoing business; | |
| the potential strain on our financial and managerial controls and reporting systems and procedures; | |
| unanticipated expenses and potential delays related to integration of an acquired business; | |
| the risk that we will be unable to develop or exploit acquired technologies; | |
| failure to successfully integrate the operations of an acquired company with our own; | |
| the challenges in achieving strategic objectives, cost savings and other benefits from acquisitions; | |
| the risk that our markets do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in those markets; | |
| the risks of entering new markets in which we have limited experience; | |
| difficulties in expanding our information technology systems or integrating disparate information technology systems to accommodate the acquired businesses; | |
| the challenges inherent in managing an increased number of employees and facilities and the need to implement appropriate policies, benefits and compliance programs; | |
| customer dissatisfaction or performance problems with an acquired companys products or personnel; | |
| adverse effects on our relationships with suppliers; | |
| the reduction in financial stability associated with the incurrence of debt or the use of a substantial portion of our available cash; |
16
| the costs associated with acquisitions, including in-process R&D charges and amortization expense related to intangible assets, and the integration of acquired operations; and | |
| assumption of known or unknown liabilities or other unanticipated events or circumstances. |
| the lack of control over delivery schedules; | |
| the unavailability of, or delays in obtaining access to, key process technologies; | |
| limited control over quality assurance, manufacturing yields and production costs; and | |
| potential misappropriation of our intellectual property. |
17
| contaminants in the manufacturing environment; | |
| defects in the masks used to print circuits on a wafer; | |
| manufacturing equipment failure; or | |
| wafer breakage. |
| incur additional indebtedness; | |
| grant liens; | |
| consolidate, merge or sell our assets, unless specified conditions are met; | |
| acquire other business organizations; | |
| make investments; | |
| redeem or repurchase our stock; and | |
| change the nature of our business. |
18
| timing and execution of a plan that may be subject to local labor law requirements, including consultation with appropriate work councils; | |
| changes in assumptions related to severance costs; | |
| changes in employment levels and turnover rates; and | |
| changes in product demand and the business environment, including changes in global economic conditions. |
| changing technologies; | |
| changing customer needs; | |
| frequent new product introductions and enhancements; | |
| increased integration with other functions; and | |
| product obsolescence. |
19
20
| proper new product definition; | |
| product quality, reliability and performance; | |
| product features; | |
| price; | |
| timely delivery of products; | |
| technical support and service; | |
| design and introduction of new products; | |
| market acceptance of our products and those of our customers; and | |
| breadth of product line. |
21
22
| writing off the value of inventory of defective products; | |
| disposing of defective products that cannot be fixed; | |
| recalling defective products that have been shipped to customers; | |
| providing product replacements for, or modifications to, defective products; and/or | |
| defending against litigation related to defective products. |
23
24
| variations in our actual or expected quarterly operating results; | |
| announcements or introductions of new products; | |
| technological innovations by our competitors or development setbacks by us; |
25
| conditions in the communications and semiconductor markets; | |
| the commencement or adverse outcome of litigation; | |
| changes in analysts estimates of our performance or changes in analysts forecasts regarding our industry, competitors or customers; | |
| announcements of merger or acquisition transactions or a failure to achieve the expected benefits of an acquisition as rapidly or to the extent anticipated by financial analysts; | |
| terrorist attack or war; | |
| sales of our common stock by one or more members of management, including Nathan Zommer, Ph.D., our Chief Executive Officer; or | |
| general economic and market conditions. |
Item 1B. | Unresolved Staff Comments |
26
Item 2. | Properties |
Approximate
|
||||||||
Square
|
||||||||
Principal Facilities
|
Footage | Lease Expiration |
Use
|
|||||
Aliso Viejo, California
|
27,000 | (1) | Research and development, sales and distribution | |||||
Beverly, Massachusetts
|
83,000 | (1) | Research and development, manufacturing, sales and distribution | |||||
Chippenham, England
|
100,000 | December 2022 | Research and development, manufacturing, sales and distribution | |||||
Fremont, California
|
30,000 | November 2011 | Research and development, manufacturing, sales and distribution | |||||
Lampertheim, Germany
|
170,000 | (1) | European headquarters, research and development, manufacturing, sales and distribution | |||||
Manila, Philippines
|
140,000 | March 2012 | Product testing and global support | |||||
Milpitas, California
|
51,000 | (1) | Corporate headquarters, research and development, sales and distribution | |||||
Santa Clara, California
|
21,000 | (1) | Manufacturing |
(1) | Owned, not leased. |
Item 3. | Legal Proceedings |
Name
|
Age
|
Position(s)
|
||||
Nathan Zommer
|
62 | Chairman of the Board and Chief Executive Officer | ||||
Uzi Sasson
|
48 | President, Chief Operating Officer, Chief Financial Officer and Secretary |
27
Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
Fiscal Year Ended March 31, 2010
|
||||||||||||||||
High
|
$ | 11.00 | $ | 10.61 | $ | 8.71 | $ | 9.36 | ||||||||
Low
|
$ | 7.61 | $ | 6.38 | $ | 6.11 | $ | 6.81 | ||||||||
Fiscal Year Ended March 31, 2009
|
||||||||||||||||
High
|
$ | 13.02 | $ | 13.84 | $ | 9.49 | $ | 9.31 | ||||||||
Low
|
$ | 6.49 | $ | 8.80 | $ | 4.58 | $ | 5.61 |
28
29
99
100
Item 6.
Selected
Financial Data
Years Ended March 31,
2010(1)
2009
2008
2007(2)
2006
(In thousands, except per share amounts)
$
243,224
$
273,552
$
304,456
$
285,908
$
251,487
179,791
207,594
217,332
201,577
169,792
63,433
65,958
87,124
84,331
81,695
20,112
19,931
21,124
20,105
17,523
36,163
37,962
42,093
44,134
38,371
1,839
1,651
1,614
6,440
(12,957
)
(29,435
)
42,810
59,728
65,984
50,260
34,804
98,704
3,705
(26
)
36,864
49,527
(17,009
)
(1,230
)
(666
)
277
1,793
2,182
(141
)
4,256
(3,162
)
(3,081
)
1,810
2,334
3,564
33,979
48,239
(13,017
)
(3,011
)
(6,913
)
(10,690
)
(18,020
)
6,911
$
(677
)
$
(3,349
)
$
23,289
$
30,219
$
(6,106
)
$
(0.02
)
$
(0.11
)
$
0.73
$
0.90
$
(0.18
)
$
(0.02
)
$
(0.11
)
$
0.71
$
0.87
$
(0.18
)
$
0.10
31,005
31,087
31,906
33,505
33,636
31,005
31,087
33,031
34,784
33,636
(1)
During fiscal 2010, we acquired Zilog, Inc. and a display driver
product line from Leadis Technology, Inc.
(2)
We began adopting the authoritative guidance issued by FASB in
connection with accounting for stock based compensation in
fiscal 2007. See Note 10, Employee Equity Incentive
Plans in the Notes to Consolidated Financial Statements in
Item 8 of this Annual Report on
Form 10-K.
30
Table of Contents
As of March 31,
2010(1)
2009
2008
2007(2)
2006
(In thousands)
26.1
%
24.1
%
28.6
%
29.5
%
32.5
%
$
13,386
$
14,547
$
12,868
$
10,499
$
8,543
$
60,524
$
55,441
$
56,614
$
54,027
$
78,192
135,725
150,917
162,392
142,408
118,815
285,296
252,832
293,830
273,641
279,987
48,122
40,037
47,980
34,647
28,023
183,135
178,492
200,229
181,109
159,973
$
29,166
$
21,580
$
27,955
$
1,883
$
31,143
(36,256
)
(5,874
)
(10,737
)
(8,865
)
(20,756
)
11,775
(12,750
)
(18,579
)
(20,093
)
11,214
(1)
During fiscal 2010, we acquired Zilog, Inc. and a display driver
product line from Leadis Technology, Inc.
(2)
We began adopting the authoritative guidance issued by FASB in
connection with accounting for stock based compensation in
fiscal 2007. See Note 10, Employee Equity Incentive
Plans in the Notes to Consolidated Financial Statements in
Item 8 of this Annual Report on
Form 10-K.
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
31
Table of Contents
32
Table of Contents
33
Table of Contents
$
237
2,417
(2,309
)
345
2,407
(2,338
)
414
3,419
(2,414
)
$
1,419
34
Table of Contents
$
18,829
(1,831
)
(2,868
)
14,130
5,120
19,250
(515
)
(2,021
)
16,714
17,983
34,697
(5,846
)
(1,867
)
26,984
8,590
$
35,574
35
Table of Contents
36
Table of Contents
Years Ended March 31,
2010
% Change
2009
% Change
2008
(000)
(000)
(000)
$
243,224
(11.1
)
$
273,552
(10.2
)
$
304,456
179,791
(13.4
)
207,594
(4.5
)
217,332
$
63,433
(3.8
)
$
65,958
(24.3
)
$
87,124
$
20,112
0.9
$
19,931
(5.6
)
$
21,124
36,163
(4.7
)
37,962
(9.8
)
42,093
1,839
11.4
1,651
nm
1,614
nm
nm
nm
6,440
nm
nm
nm
(12,957
)
$
59,728
(9.5
)
$
65,984
31.3
$
50,260
37
Table of Contents
Years Ending March 31,
2010
2009
2008
% of Net
% of Net
% of Net
Revenues
Revenues
Revenues
100.0
100.0
100.0
73.9
75.9
71.4
26.1
24.1
28.6
8.3
7.3
6.9
14.9
13.9
13.8
0.7
0.6
0.7
2.3
(4.3
)
24.6
24.1
16.4
1.5
0.0
12.2
(0.5
)
1.3
(0.9
)
1.0
1.3
11.3
(1.2
)
(2.5
)
(3.5
)
(0.2
)
(1.2
)
7.8
Year Ended March 31,
2010
% Change
2009
% Change
2008
(000)
(000)
(000)
$
175,845
(18.9
)
$
216,836
(8.4
)
$
236,599
48,226
49.6
32,236
(21.6
)
41,097
19,153
(21.8
)
24,480
(8.5
)
26,760
$
243,224
(11.1
)
$
273,552
(10.2
)
$
304,456
Year Ended March 31,
2010
% Change
2009
% Change
2008
$
2.29
(13.9
)
$
2.66
35.0
$
1.97
$
0.78
0.0
$
0.78
1.3
$
0.77
$
21.81
(4.5
)
$
22.84
32.9
$
17.19
(1)
$1.1 million in royalty revenues were excluded from the
calculation of the ASP of ICs.
38
Table of Contents
Year Ended March 31,
2010
% Change
2009
% Change
2008
(000)
(000)
(000)
76,776
(5.8
)
81,498
(32.2
)
120,290
61,730
48.9
41,468
(22.5
)
53,482
878
(18.1
)
1,072
(31.1
)
1,557
139,384
12.4
124,038
(29.3
)
175,329
39
Table of Contents
40
Table of Contents
41
Table of Contents
42
Table of Contents
43
Table of Contents
Payments Due by Period
Less Than
After 5
Total
1 Year
1-3 Years
4-5 Years
Years
$
32,805
$
8,434
$
17,640
$
2,022
$
4,709
4,777
3,021
1,756
10,192
2,105
2,978
1,326
3,783
41,775
12,063
20,712
6,000
3,000
$
89,549
$
25,623
$
43,086
$
9,348
$
11,492
(1)
Contractual obligations shown in the table above exclude benefit
payments to participants of our defined benefit pension plans.
We summarize the estimated benefit payments to be made by the
plans over the next ten years in Note 9, Pension
Plans in the Notes to Consolidated Financial Statements in
Item 8 of this Annual Report on
Form 10-K.
The table also excludes contributions we made to defined benefit
pension plans and our defined contribution plan. Our future
contributions to these plans depend on many uncertain factors
including future returns on the defined benefit plan assets and
the amount and timing of employee and discretionary employer
contributions to the defined contribution plan. We provide
additional information about our defined benefit pension plans
and our defined contribution plan, in Note 14,
Employee Savings and Retirement Plan and
Note 9, Pension Plans in the Notes to
Consolidated Financial Statements in Item 8 of this Annual
Report on
Form 10-K.
(2)
We are unable to reliably determine the timing of future
payments related to some of our uncertain tax positions.
Therefore, $6.2 million of income taxes payable has been
excluded from the table above. However, long term income taxes
payable, included on our consolidated balance sheet, includes
these uncertain tax payments.
(3)
Includes anticipated interest payments. The capital lease
obligations of $4.8 million include interest payments
totaling $236,000.
(4)
Represents commitments for purchase of inventory and property
and equipment. These were not recorded as liabilities on our
consolidated balance sheet as of March 31, 2010, as we had
not yet received the related goods or taken title to the
property.
Item 7A.
Quantitative
and Qualitative Disclosures about Market Risk
44
Table of Contents
45
Table of Contents
46
Table of Contents
Item 8.
Financial
Statements and Supplementary Data
47
Table of Contents
48
Table of Contents
Year Ended March 31,
2010
2009
2008
(In thousands, except per share data)
$
243,224
$
273,552
$
304,456
179,791
207,594
217,332
63,433
65,958
87,124
20,112
19,931
21,124
36,163
37,962
42,093
1,839
1,651
1,614
6,440
(12,957
)
59,728
65,984
50,260
3,705
(26
)
36,864
426
1,098
2,121
(1,656
)
(1,764
)
(1,844
)
(141
)
4,256
(3,162
)
2,334
3,564
33,979
(3,011
)
(6,913
)
(10,690
)
$
(677
)
$
(3,349
)
$
23,289
$
(0.02
)
$
(0.11
)
$
0.73
$
(0.02
)
$
(0.11
)
$
0.71
$
$
0.10
$
31,005
31,087
31,906
31,005
31,087
33,031
49
Table of Contents
Common Stock and
Accumulated
Additional Paid-In
Other
Total
Capital
Comprehensive
Stockholders
Shares
Amount
Treasury Shares
Treasury Amount
Retained Earnings
Income
Equity
35,032
$
166,239
2,520
$
(22,851
)
$
29,605
$
8,116
$
181,109
23,289
23,289
9,140
9,140
32,429
2,164
2,164
372
1,994
1,994
1,798
(15,067
)
(15,067
)
(2,400
)
(2,400
)
35,404
170,397
4,318
(37,918
)
50,494
17,256
200,229
(3,349
)
(3,349
)
(15,286
)
(15,286
)
(18,635
)
2,816
2,816
651
4,699
4,699
1,103
(7,456
)
(7,456
)
(3,161
)
(3,161
)
36,055
177,912
5,421
(45,374
)
43,984
1,970
178,492
(677
)
(677
)
(90
)
(90
)
(767
)
3,160
3,160
742
2,538
2,538
40
(288
)
(288
)
36,797
$
183,610
5,461
$
(45,662
)
$
43,307
$
1,880
$
183,135
50
Table of Contents
Year Ended March 31,
2010
2009
2008
(In thousands)
$
(677
)
$
(3,349
)
$
23,289
13,386
14,547
12,868
4,864
5,951
3,201
6,440
2,059
17,110
3,284
(12,957
)
(101
)
1,040
1,006
(1,358
)
(2,259
)
7,313
(1,219
)
(1,132
)
(241
)
3,160
2,816
2,164
249
227
(882
)
(364
)
(54
)
(5
)
(12,182
)
2,346
(8,099
)
12,305
(16,996
)
940
2,849
(1,769
)
196
236
45
(259
)
2,814
(4,969
)
234
3,201
2,059
(3,185
)
(56
)
(473
)
(912
)
29,166
21,580
27,955
(413
)
484
(451
)
(30,631
)
(420
)
(618
)
(1,067
)
(4,012
)
(5,142
)
(8,775
)
(7,236
)
506
3,570
962
42
334
(36,256
)
(5,874
)
(10,737
)
(3,961
)
(4,657
)
(4,365
)
(242
)
(278
)
15,000
(1,272
)
(1,897
)
(1,141
)
1,219
1,132
241
(3,161
)
(288
)
(7,456
)
(15,067
)
1,319
3,567
1,753
11,775
(12,750
)
(18,579
)
398
(4,129
)
3,948
5,083
(1,173
)
2,587
55,441
56,614
54,027
$
60,524
$
55,441
$
56,614
$
1,629
$
1,714
$
1,454
$
1,760
$
4,120
$
7,000
$
2,543
$
12,011
51
Table of Contents
1.
Description
of Business
2.
Summary
of Significant Accounting Policies
52
Table of Contents
53
Table of Contents
$
237
2,417
(2,309
)
345
2,407
(2,338
)
414
3,419
(2,414
)
$
1,419
54
Table of Contents
55
Table of Contents
$
18,829
(1,831
)
(2,868
)
14,130
5,120
19,250
(515
)
(2,021
)
16,714
17,983
34,697
(5,846
)
(1,867
)
26,984
8,590
$
35,574
56
Table of Contents
57
Table of Contents
58
Table of Contents
59
Table of Contents
60
Table of Contents
61
Table of Contents
62
Table of Contents
3.
Business
Combinations
63
Table of Contents
Preliminary Purchase
Price Allocation
$
35,237
2,088
3,406
1,373
4,397
3,813
14,000
(1,869
)
(8,776
)
53,669
8,821
$
62,490
64
Table of Contents
Years Ended March 31
2010
2009
(In thousands, except
per share data)
(unaudited)
$
271,828
$
309,709
$
(7,049
)
$
(22,123
)
$
(0.23
)
$
(0.71
)
$
(0.23
)
$
(0.71
)
Purchase Price
Allocation
$
937
2,810
304
$
4,051
65
Table of Contents
$
1,031
2,000
3,031
192
$
3,223
Purchase Price
Allocation
$
804
734
1,379
(443
)
(853
)
(813
)
1,620
795
$
3,223
4.
Fair
Value
66
Table of Contents
Level 1
Quoted prices for identical instruments in active markets.
Level 2
Quoted prices for similar instruments in active markets; quoted
prices for identical or similar instruments in markets that are
not active; and model-derived valuations in which all
significant inputs or significant value-drivers are observable
in active markets.
Level 3
Model-derived valuations in which one or more significant inputs
or significant value-drivers are unobservable.
March 31, 2010(1)
March 31, 2009(1)
Fair Value
Fair Value
Measured at
Measured at
Reporting Date
Reporting Date
Using
Using
Total
Level 1
Level 2
Total
Level 1
Level 2
$
198
$
198
$
$
525
$
525
$
375
375
(109
)
(109
)
(124
)
(124
)
$
464
$
198
$
266
$
401
$
525
$
(124
)
(1)
We did not have any assets whose fair value was measured using
significant unobservable inputs.
(2)
Included in Other assets on our consolidated balance
sheets.
(3)
Included in Accrued expenses and other liabilities
on our consolidated balance sheets.
67
Table of Contents
5.
Other
Assets
March 31,
2010
2009
$
573
$
525
4,446
4,183
1,416
1,764
$
6,435
$
6,472
Fiscal Year 2010
Fiscal Year 2009
Gross
Gross
Gross
Gross
Unrealized
Unrealized
Fair
Unrealized
Unrealized
Fair
Cost
Gains
(Losses)
Value
Cost
Gains
(Losses)
Value
Securities
$
530
$
46
$
(3
)
$
573
$
531
$
78
$
(84
)
$
525
Less Than 12 Months
12 Months or Greater
Total
Gross
Gross
Gross
Unrealized
Fair
Unrealized
Fair
Unrealized
Fair
Losses
Value
Losses
Value
Losses
Value
$
1
$
63
$
2
$
4
$
3
$
67
$
18
$
86
$
66
$
12
$
84
$
98
68
Table of Contents
6.
Balance
Sheet Details
Balance at
Balance at
Beginning
Translation
End of
of Year
Additions
Deductions
Adjustments
Year
$
1,899
$
5,967
(1)
$
(4,430
)
$
30
$
3,466
$
1,712
$
5,951
$
(5,656
)
$
(108
)
$
1,899
$
2,847
$
3,201
$
(4,452
)
$
116
$
1,712
(1)
Includes $1.2 million additions from the Zilog acquisition.
March 31,
2010
2009
$
12,216
$
14,431
35,339
39,916
18,028
21,254
$
65,583
$
75,601
March 31,
2010
2009
$
32,328
$
32,192
78,691
73,599
32,296
32,103
1,292
923
144,607
138,817
(68,737
)
(62,590
)
(28,282
)
(23,315
)
$
47,588
$
52,912
69
Table of Contents
March 31,
2010
2009
$
11,029
$
5,755
6,876
5,916
2,763
1,232
1,205
3,125
2,439
$
24,998
$
15,342
7.
Goodwill
and Intangible Assets
March 31,
2010
2009
$
6,440
$
5,645
(6,440
)
5,645
9,125
795
(6,440
)
$
9,125
$
70
Table of Contents
Gross
Net
Intangible
Accumulated
Intangible
Assets
Amortization
Assets
$
6,000
$
366
$
5,634
6,310
644
5,666
3,170
753
2,417
2,084
498
1,586
$
17,564
$
2,261
$
15,303
Amortization
Estimated
Fair Value
Method
Useful Life
(In thousands)
(In months)
$
4,800
Straight-line
72
6,100
Accelerated
37
2,000
Straight-line
12
1,100
Straight-line
72
$
14,000
$
1,200
Straight-line
24
210
Straight-line
24
1,170
Straight-line
12
20
Straight-line
24
210
Straight-line
24
$
2,810
$
16,810
Accumulated
Gross Assets
Amortization
Net Assets
$
1,620
$
1,620
509
253
256
$
2,129
$
1,873
$
256
71
Table of Contents
8.
Borrowing
Arrangements
72
Table of Contents
Amount
$
8,434
16,307
1,333
1,125
897
4,709
32,805
8,434
$
24,371
9.
Pension
Plans
73
Table of Contents
Year Ended March 31,
2010
2009
2008
1,924
2,174
2,168
(1,003
)
(1,616
)
(1,782
)
120
84
123
$
1,041
$
642
$
509
74
Table of Contents
Year Ended March 31,
2010
2009
$
26,593
$
41,293
1,924
2,174
7,013
(5,864
)
(1,273
)
(1,353
)
1,202
795
(9,657
)
$
36,254
$
26,593
$
13,418
$
24,065
5,306
(4,275
)
702
730
(825
)
(969
)
1,330
501
(6,133
)
$
20,432
$
13,418
$
(15,822
)
$
(13,175
)
$
(15,822
)
$
(13,175
)
$
5,719
$
3,364
$
5,719
$
3,364
$
35,825
$
26,586
Year Ended March 31,
2010
2009
5.4-8.84
%
6.0-7.2
%
6.0-7.4
%
4.4-6.8
%
1.5-6.0
%
1.5
%
75
Table of Contents
Year Ended
Year Ended
March 31, 2010
March 31, 2009
(000)
%
(000)
%
$
15,865
78
%
$
10,244
76
%
4,374
21
%
2,734
21
%
193
1
%
440
3
%
$
20,432
100
%
$
13,418
100
%
76
Table of Contents
Benefit
Payment
$
1,107
1,169
1,238
1,318
1,744
9,854
$
16,430
10.
Employee
Equity Incentive Plans
77
Table of Contents
78
Table of Contents
Year Ended March 31,
2010
2009
2008
$
3,160
$
2,816
$
2,164
3,160
2,816
2,164
1,151
971
639
$
2,009
$
1,845
$
1,525
79
Table of Contents
Employee Stock
Stock Options
Purchase Plan
Year Ended March 31,
Year Ended March 31,
2010(1)
2009
2008
2010
2009
2008
$
3.49
$
3.39
$
4.11
$
4.19
$
4.21
$
2.89
2.3
%
2.4
%
4.6
%
0.4
%
2.6
%
4.8
%
5.0
4.6
4.3
0.5
0.5
0.5
57.0
%
50.5
%
48.7
%
80.1
%
77.8
%
44.3
%
0.0
%
0.0
%
0.0
%
0.0
%
0.0
%
0.0
%
(1)
All stock options were granted during the second quarter ended
September 30, 2010.
80
Table of Contents
Options Outstanding
Weighted Average
Shares Available
Number of
Intrinsic
Exercise Price
for Grant
Shares(1)
Value(2)(3)
per Share(4)
(000)
5,166,623
4,456,025
$
14,528
$
8.27
1,000,000
(815,200
)
815,200
$
9.32
(238,679
)
$
941
$
4.53
73,291
(73,291
)
$
9.69
122,225
(130,438
)
$
14.00
5,546,939
4,828,817
$
4,779
$
8.46
1,000,000
(1,920,500
)
1,920,500
$
7.84
(548,294
)
$
3,270
$
5.11
137,454
(137,454
)
$
14.81
4,763,893
6,063,569
$
7,834
$
8.42
(4,763,893
)
900,000
1,019,552
(100,000
)
100,000
$
6.88
(881,150
)
$
4,106
$
2.89
(56,750
)
$
7.00
(37,396
)
$
12.40
1,819,552
5,188,273
$
4,570
$
9.32
(153,500
)
139,352
$
9.54
(40,268
)
$
401
$
9.46
1,734
(1,734
)
$
9.35
(151,766
)
97,350
$
9.58
(32,450
)
$
285
$
9.58
(151,766
)
64,900
$
9.58
(32,450
)
$
251
$
9.58
(250
)
$
9.73
(151,766
)
32,200
$
9.58
1,667,786
5,220,473
81
Table of Contents
(1)
The number of stock option exercised and restricted stock units
vested includes shares that were withheld on behalf of employees
to satisfy the statutory tax withholding requirements.
(2)
For RSUs, represents value of our stock on the date the
restricted stock unit vests.
(3)
Except for options exercised, these amounts represent the
difference between the exercise price and $8.54 per share, the
closing price of our stock on March 31, 2010 as reported on
the NASDAQ Global Select Market, for all
in-the-money,
outstanding and exercisable options.
(4)
For restricted stock units, represents the weighted average fair
value per share on the date of grant.
(5)
The 1999 Plans expired in May 2009. On September 10, 2009,
our stockholders approved the 2009 Plan, under which
900,000 shares of our common stock are reserved for the
grant of stock options.
(6)
Represents IXYS shares available for grant under the Zilog 2002
Omnibus Stock Incentive Plan and the Zilog 2004 Omnibus Stock
Incentive Plan assumed on acquisition of Zilog.
Options Outstanding
Options Exercisable
Number of
Weighted
Number of
Weighted
Exercise Price
Shares
Weighted Average
Average Exercise
Shares
Average Exercise
Outstanding
Contractual Life
Price per Share
Exercisable
Price per Share
107,126
2.3
$
4.64
107,126
$
4.64
2,111,367
6.8
$
6.70
1,015,492
$
6.80
1,215,720
5.2
$
8.76
936,970
$
8.67
954,960
6.2
$
10.84
737,210
$
10.81
799,100
4.9
$
15.91
671,600
$
16.53
5,188,273
6.0
$
9.32
3,468,398
$
9.98
11.
Other
Comprehensive Income (Loss) and Accumulated Other Comprehensive
Income
Year Ended March 31,
2010
2009
2008
$
31
$
(362
)
$
(286
)
(1,612
)
678
(353
)
1,491
(15,602
)
9,779
$
(90
)
$
(15,286
)
$
9,140
82
Table of Contents
Year Ended March 31,
2010
2009
$
27
$
(4
)
(4,034
)
(2,422
)
5,887
4,396
$
1,880
$
1,970
12.
Computation
of Net Income (Loss) per Share
Year Ended March 31,
2010
2009
2008
31,005
31,087
31,906
$
(677
)
$
(3,349
)
$
23,289
$
(0.02
)
$
(0.11
)
$
0.73
31,005
31,087
31,906
1,125
31,005
31,087
33,031
$
(677
)
$
(3,349
)
$
23,289
$
(0.02
)
$
(0.11
)
$
0.71
13.
Related
Party Transactions
83
Table of Contents
14.
Employee
Savings and Retirement Plan
15.
Segment
and Geographic Information
84
Table of Contents
Year Ended March 31,
2010
2009
2008
$
72,362
$
78,305
$
79,944
4,570
7,552
7,776
27,419
40,703
44,222
4,397
8,071
8,116
3,921
4,039
4,019
14,954
17,379
21,664
25,723
33,962
36,539
48,991
34,103
39,186
9,100
8,685
9,467
7,364
7,182
18,456
13,937
16,051
16,596
6,103
11,423
11,760
4,383
6,097
6,711
$
243,224
$
273,552
$
304,456
Year Ended March 31,
2010
2009
2008
$
175,845
$
216,836
$
236,599
48,226
32,236
41,097
19,153
24,480
26,760
$
243,224
$
273,552
$
304,456
85
Table of Contents
Year Ended March 31,
2010
2009
2008
$
118,954
$
138,492
$
148,897
124,270
135,060
155,559
$
243,224
$
273,552
$
304,456
$
(3,825
)
$
4,392
$
1,934
3,148
(7,741
)
21,355
$
(677
)
$
(3,349
)
$
23,289
Year Ended March 31,
2010
2009
$
29,764
$
31,465
15,667
19,104
2,152
2,337
5
6
$
47,588
$
52,912
16.
Restructuring
Charges
86
Table of Contents
Severance and
Related Benefits
$
1,010
(176
)
2
836
32
(46
)
(11
)
811
572
(127
)
(51
)
$
1,205
17.
Income
Taxes
Year Ended March 31,
2010
2009
2008
$
4,418
$
(2,075
)
$
25,774
(2,084
)
5,639
8,205
$
2,334
$
3,564
$
33,979
Year Ended March 31,
2010
2009
2008
$
2,415
$
4,983
$
1,098
124
441
627
1,830
3,748
1,652
4,369
9,172
3,377
(1,290
)
1,168
6,717
946
(480
)
187
(1,014
)
(2,947
)
409
(1,358
)
(2,259
)
7,313
$
3,011
$
6,913
$
10,690
87
Table of Contents
Year Ended March 31,
2010
2009
2008
35
%
35
%
35
%
30
(3
)
2
94
(1
)
(1
)
(1
)
63
(14
)
(4
)
(82
)
114
(2
)
1
22
1
(1
)
3
1
19
8
129
%
194
%
31
%
March 31,
2010
2009
$
5,855
$
9,536
4,612
3,261
10,467
12,797
2,553
967
1,659
884
21,282
12,878
2,978
2,031
1,511
863
29,983
17,623
40,450
30,420
(12,902
)
(9,651
)
$
27,548
$
20,769
88
Table of Contents
89
Table of Contents
$
6,207
(690
)
320
(2,156
)
889
4,570
(730
)
314
1,141
5,295
(1,143
)
254
1,827
$
6,233
18.
Commitments
and Contingencies
90
Table of Contents
Capital
Operating
Inventory Purchase
Leases
Leases
Obligations
Total
$
3,021
$
2,105
$
12,063
$
17,189
1,319
1,923
20,712
23,954
437
1,055
6,000
7,492
675
3,000
3,675
651
651
3,783
3,783
4,777
$
10,192
$
41,775
$
56,744
236
4,541
2,845
$
1,696
91
Table of Contents
92
Table of Contents
Three Months Ended
March 31,
December 31,
September 30,
June 30,
2010
2009
2009
2009
$
76,561
$
64,032
$
53,746
$
48,885
24,770
15,711
12,608
10,344
5,469
1,718
(909
)
(2,573
)
$
4,022
$
399
$
(1,230
)
$
(3,868
)
$
0.13
$
0.01
$
(0.04
)
$
(0.13
)
$
0.13
$
0.01
$
(0.04
)
$
(0.13
)
31,320
31,100
30,901
30,679
31,409
31,269
30,901
30,679
Three Months Ended
March 31,
December 31,
September 30,
June 30,
2009
2008
2008
2008
$
58,244
$
58,337
$
77,635
$
79,336
4,745
12,654
23,797
24,762
(11,231
)
(5,037
)
7,933
8,309
$
(10,910
)
$
(3,982
)
$
6,059
$
5,484
$
(0.36
)
$
(0.13
)
$
0.19
$
0.18
$
(0.36
)
$
(0.13
)
$
0.18
$
0.17
30,633
30,979
31,554
31,181
30,633
30,979
32,887
32,226
(1)
The sum of the quarterly net income (loss) per share are not
equal to the annual net income (loss) per share due to the use
of quarterly weighted average shares used to determine the
quarterly net income (loss) per share as compared to the annual
weighted average shares used to determine the annual net income
(loss) per share.
(2)
During the fourth quarter of fiscal 2009, we recorded a $660,000
adjustment to increase cost of goods sold as a result of an
accumulated overstatement of inventory in prior quarters. The
impact of this inventory overstatement was not material to any
of the prior quarterly periods presented.
93
Table of Contents
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 9A.
Controls
and Procedures
94
Table of Contents
95
Table of Contents
96
Table of Contents
Item 9B.
Other
Information
Item 10.
Directors,
Executive Officers and Corporate Governance
Item 11.
Executive
Compensation
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 13.
Certain
Relationships and Related Transactions, and Director
Independence
Item 14.
Principal
Accounting Fees and Services
97
Table of Contents
Item 15.
Exhibits
and Financial Statement Schedules
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of March 31, 2010 and 2009
Consolidated Statements of Operations for the years ended
March 31, 2010, 2009 and 2008
Consolidated Statements of Stockholders Equity and
Comprehensive Income (Loss) for the years ended March 31,
2010, 2009 and 2008
Consolidated Statements of Cash Flows for the years ended
March 31, 2010, 2009 and 2008
Notes to Consolidated Financial Statements
3
.1
Amended and Restated Certificate of Incorporation of IXYS
Corporation, as filed with the Secretary of State for the State
of Delaware on March 23, 2001 (filed on June 28, 2001
as Exhibit 3.1 to the Annual Report on
Form 10-K
(No. 000-26124)
and incorporated herein by reference).
3
.2
Amended and Restated Bylaws of IXYS Corporation (filed on
February 7, 2008 as Exhibit 3.2 to the Quarterly
Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.1
Loan Agreement dated June 2, 2005 by and between IXYS
Semiconductor GmbH and IKB Deutsche Industriebank AG (filed on
August 12, 2005 as Exhibit 10.2 to the Quarterly
Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.2
Collateral Agreement dated July 14, 2005 by and among IXYS
Corporation, IXYS Semiconductor GmbH and IKB Deutsche
Industriebank AG (filed on August 12, 2005 as
Exhibit 10.3 to the Quarterly Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.3*
Form of Indemnity Agreement for directors and officers (filed on
June 12, 2008 as Exhibit 10.3 to the Annual Report on
Form 10-K
(No. 000-26124)
and incorporated herein by reference).
10
.4*
List of signatories to Indemnity Agreement (filed on
June 12, 2008 as Exhibit 10.3 to the Annual Report on
Form 10-K
(No. 000-26124)
and incorporated herein by reference).
10
.5*
IXYS Corporation 1999 Equity Incentive Plan (filed on
May 18, 2006 as Exhibit 10.1 to the Current Report on
Form 8-K
(No. 000-26124)
and incorporated herein by reference).
10
.6*
IXYS Corporation Amended and Restated 1999 Employee Stock
Purchase Plan (filed on November 11, 2007 as
Exhibit 10.1 to the Quarterly Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.7*
IXYS Corporation 1999 Non-Employee Directors Equity
Incentive Plan (filed on July 8, 1999 as Exhibit 10.12
to the Annual Report on
Form 10-K
(No. 000-26124)
and incorporated herein by reference).
10
.8*
Form of Stock Option Agreement for the IXYS Corporation 1999
Equity Incentive Plan (filed on November 9, 2004 as
Exhibit 10.3 to the Quarterly Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.9*
Form of Restricted Stock Unit Award Agreement for the IXYS
Corporation 1999 Equity Incentive Plan (filed on May 18,
2006 as Exhibit 10.2 to the Current Report on
Form 8-K
(No. 000-26124)
and incorporated herein by reference).
10
.10*
Form of Stock Option Agreement for the IXYS Corporation 1999
Non-Employee Directors Equity Incentive Plan (filed on
November 9, 2004 as Exhibit 10.1 to the Quarterly
Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
98
Table of Contents
10
.11*
Form of Stock Option Agreement for the IXYS Corporation 1999
Non-Employee Directors Equity Incentive Plan (filed on
November 9, 2004 as Exhibit 10.2 to the Quarterly
Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.12*
Form of Stock Option Agreement for the IXYS Corporation 1999
Equity Incentive Plan with net exercise provision (filed on
June 22, 2006 as Exhibit 10.23 to the Annual Report on
Form 10-K
(No. 000-26124)
and incorporated herein by reference).
10
.13*
Form of Stock Option Agreement for the IXYS Corporation 1999
Equity Incentive Plan for non-employee directors, (filed on
June 22, 2006 as Exhibit 10.24 to the Annual Report on
Form 10-K
(No. 000-26124)
and incorporated herein by reference).
10
.14*
Form of Stock Option Agreement for the IXYS Corporation 1999
Non-Employee Directors Equity Incentive Plan with net
exercise provision, (filed on June 22, 2006 as
Exhibit 10.25 to the Annual Report on
Form 10-K
(No. 000-26124)
and incorporated herein by reference).
10
.15*
Form of Stock Award (filed on February 14, 2006 as
Exhibit 10.5 to the Quarterly Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.16*
Assumption Agreement dated August 2, 2007 by and among
La Salle Bank National Association, Barber Lane Associates
L.P., Menlo Equities LLC, IXYS Buckeye, LLC and IXYS Corporation
(filed on November 11, 2007 as Exhibit 10.2 to the
Quarterly Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.17*
Limited Guaranty dated August 2, 2007 by IXYS Corporation
in favor of La Salle Bank National Association (filed on
November 11, 2007 as Exhibit 10.3 to the Quarterly
Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.18*
Promissory Note Secured by Deed of Trust dated December 21,
2000 made by Barber Lane Associates L.P. (filed on
November 11, 2007 as Exhibit 10.4 to the Quarterly
Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.19*
Deed of Trust dated December 21, 2000 on 1590 Buckeye
Drive, Milpitas, California (filed on November 11, 2007 as
Exhibit 10.5 to the Quarterly Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.20*
Fourth Amended Executive Employment Agreement by and between
IXYS Corporation and Nathan Zommer, effective as of
August 1, 2009 (filed on August 10, 2009 as
Exhibit 10.1 to the Quarterly Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.21*
First Amendment Executive Employment Agreement by and between
IXYS Corporation and Uzi Sasson, effective as of August 1,
2009 (filed on August 10, 2009 as Exhibit 10.2 to the
Quarterly Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.22
Credit Agreement dated as of November 13, 2009 by and
between Bank of the West and IXYS Corporation (filed on
February 5, 2010 as Exhibit 10.1 to the Quarterly
Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.23*
IXYS Corporation 2009 Equity Incentive Plan (filed on
August 10, 2009 as Exhibit 10.3 to the Quarterly
Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.24*
Notice of Stock Option Grant and Agreement for the IXYS
Corporation 2009 Equity Incentive Plan (filed on August 10,
2009 as Exhibit 10.4 to the Quarterly Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.25*
Zilog, Inc. 2002 Omnibus Stock Incentive Plan.
10
.26*
Form of Nonqualified Stock Option Agreement for Stock Options
pursuant to the Zilog, Inc. 2002 Omnibus Stock Incentive Plan.
10
.27*
Zilog, Inc. 2004 Omnibus Stock Incentive Plan.
10
.28*
Form of Nonqualified Stock Option Agreement for the Zilog, Inc.
2004 Omnibus Stock Incentive Plan.
21
.1
List of Subsidiaries.
23
.1
Consent of BDO Seidman, LLP.
24
.1
Power of Attorney (included on the signature page).
Table of Contents
31
.1
Certification of Chief Executive Officer pursuant to
Rule 13a-14(a)
of the Securities and Exchange Commission.
31
.2
Certification of Chief Financial Officer pursuant to the
Rule 13a-14(a)
of the Securities and Exchange Commission.
32
.1
Certification required by
Rule 13a-14(b)
of the Securities and Exchange Commission and Section 1350
of Chapter 63 of Title 18 of the United States Code
(18 U.S.C. 1350).
*
Management contract or compensatory plan or arrangement.
Table of Contents
By:
Chairman of the Board (Director) and
Chief Executive Officer
(Principal Executive Officer)
June 11, 2010
President, Chief Operating Officer and Chief Financial
Officer
(Principal Financial Officer and
Principal Accounting Officer)
June 11, 2010
Director
June 11, 2010
Director
June 11, 2010
Director
June 11, 2010
Director
June 11, 2010
Director
June 11, 2010
101
Table of Contents
3
.1
Amended and Restated Certificate of Incorporation of IXYS
Corporation, as filed with the Secretary of State for the State
of Delaware on March 23, 2001 (filed on June 28, 2001
as Exhibit 3.1 to the Annual Report on
Form 10-K
(No. 000-26124)
and incorporated herein by reference).
3
.2
Amended and Restated Bylaws of IXYS Corporation (filed on
February 7, 2008 as Exhibit 3.2 to the Quarterly
Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.1
Loan Agreement dated June 2, 2005 by and between IXYS
Semiconductor GmbH and IKB Deutsche Industriebank AG (filed on
August 12, 2005 as Exhibit 10.2 to the Quarterly
Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.2
Collateral Agreement dated July 14, 2005 by and among IXYS
Corporation, IXYS Semiconductor GmbH and IKB Deutsche
Industriebank AG (filed on August 12, 2005 as
Exhibit 10.3 to the Quarterly Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.3*
Form of Indemnity Agreement for directors and officers (filed on
June 12, 2008 as Exhibit 10.3 to the Annual Report on
Form 10-K
(No. 000-26124)
and incorporated herein by reference).
10
.4*
List of signatories to Indemnity Agreement (filed on
June 12, 2008 as Exhibit 10.3 to the Annual Report on
Form 10-K
(No. 000-26124)
and incorporated herein by reference).
10
.5*
IXYS Corporation 1999 Equity Incentive Plan (filed on
May 18, 2006 as Exhibit 10.1 to the Current Report on
Form 8-K
(No. 000-26124)
and incorporated herein by reference).
10
.6*
IXYS Corporation Amended and Restated 1999 Employee Stock
Purchase Plan (filed on November 11, 2007 as
Exhibit 10.1 to the Quarterly Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.7*
IXYS Corporation 1999 Non-Employee Directors Equity
Incentive Plan (filed on July 8, 1999 as Exhibit 10.12
to the Annual Report on
Form 10-K
(No. 000-26124)
and incorporated herein by reference).
10
.8*
Form of Stock Option Agreement for the IXYS Corporation 1999
Equity Incentive Plan (filed on November 9, 2004 as
Exhibit 10.3 to the Quarterly Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.9*
Form of Restricted Stock Unit Award Agreement for the IXYS
Corporation 1999 Equity Incentive Plan (filed on May 18,
2006 as Exhibit 10.2 to the Current Report on
Form 8-K
(No. 000-26124)
and incorporated herein by reference).
10
.10*
Form of Stock Option Agreement for the IXYS Corporation 1999
Non-Employee Directors Equity Incentive Plan (filed on
November 9, 2004 as Exhibit 10.1 to the Quarterly
Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.11*
Form of Stock Option Agreement for the IXYS Corporation 1999
Non-Employee Directors Equity Incentive Plan (filed on
November 9, 2004 as Exhibit 10.2 to the Quarterly
Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.12*
Form of Stock Option Agreement for the IXYS Corporation 1999
Equity Incentive Plan with net exercise provision (filed on
June 22, 2006 as Exhibit 10.23 to the Annual Report on
Form 10-K
(No. 000-26124)
and incorporated herein by reference).
10
.13*
Form of Stock Option Agreement for the IXYS Corporation 1999
Equity Incentive Plan for non-employee directors, (filed on
June 22, 2006 as Exhibit 10.24 to the Annual Report on
Form 10-K
(No. 000-26124)
and incorporated herein by reference).
10
.14*
Form of Stock Option Agreement for the IXYS Corporation 1999
Non-Employee Directors Equity Incentive Plan with net
exercise provision, (filed on June 22, 2006 as
Exhibit 10.25 to the Annual Report on
Form 10-K
(No. 000-26124)
and incorporated herein by reference).
10
.15*
Form of Stock Award (filed on February 14, 2006 as
Exhibit 10.5 to the Quarterly Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.16*
Assumption Agreement dated August 2, 2007 by and among
La Salle Bank National Association, Barber Lane Associates
L.P., Menlo Equities LLC, IXYS Buckeye, LLC and IXYS Corporation
(filed on November 11, 2007 as Exhibit 10.2 to the
Quarterly Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.17*
Limited Guaranty dated August 2, 2007 by IXYS Corporation
in favor of La Salle Bank National Association (filed on
November 11, 2007 as Exhibit 10.3 to the Quarterly
Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
Table of Contents
10
.18*
Promissory Note Secured by Deed of Trust dated December 21,
2000 made by Barber Lane Associates L.P. (filed on
November 11, 2007 as Exhibit 10.4 to the Quarterly
Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.19*
Deed of Trust dated December 21, 2000 on 1590 Buckeye
Drive, Milpitas, California (filed on November 11, 2007 as
Exhibit 10.5 to the Quarterly Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.20*
Fourth Amended Executive Employment Agreement by and between
IXYS Corporation and Nathan Zommer, effective as of
August 1, 2009 (filed on August 10, 2009 as
Exhibit 10.1 to the Quarterly Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.21*
First Amendment Executive Employment Agreement by and between
IXYS Corporation and Uzi Sasson, effective as of August 1,
2009 (filed on August 10, 2009 as Exhibit 10.2 to the
Quarterly Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.22
Credit Agreement dated as of November 13, 2009 by and
between Bank of the West and IXYS Corporation (filed on
February 5, 2010 as Exhibit 10.1 to the Quarterly
Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.23*
IXYS Corporation 2009 Equity Incentive Plan (filed on
August 10, 2009 as Exhibit 10.3 to the Quarterly
Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.24*
Notice of Stock Option Grant and Agreement for the IXYS
Corporation 2009 Equity Incentive Plan (filed on August 10,
2009 as Exhibit 10.4 to the Quarterly Report on
Form 10-Q
(No. 000-26124)
and incorporated herein by reference).
10
.25*
Zilog, Inc. 2002 Omnibus Stock Incentive Plan.
10
.26*
Form of Nonqualified Stock Option Agreement for Stock Options
pursuant to the Zilog, Inc. 2002 Omnibus Stock Incentive Plan.
10
.27*
Zilog, Inc. 2004 Omnibus Stock Incentive Plan.
10
.28*
Form of Nonqualified Stock Option Agreement for the Zilog, Inc.
2004 Omnibus Stock Incentive Plan.
21
.1
List of Subsidiaries.
23
.1
Consent of BDO Seidman, LLP.
24
.1
Power of Attorney (included on the signature page).
31
.1
Certification of Chief Executive Officer pursuant to
Rule 13a-14(a)
of the Securities and Exchange Commission.
31
.2
Certification of Chief Financial Officer pursuant to the
Rule 13a-14(a)
of the Securities and Exchange Commission.
32
.1
Certification required by
Rule 13a-14(b)
of the Securities and Exchange Commission and Section 1350
of Chapter 63 of Title 18 of the United States Code
(18 U.S.C. 1350).
*
Management contract or compensatory plan or arrangement.
(iii) | with respect to Restricted Stock, if such Change in Control occurs prior to the third anniversary of the Effective Date, then all restrictions under Section 9(d) hereof on the Restricted Stock granted under Section 9(a) of this Plan shall lapse; and |
(iv) | with respect to Options other than Options that are continued or assumed, or have equivalent awards or rights substituted therefor, such Options that are not exercised as of the occurrence of the Change in Control shall expire and be of no force or effect immediately upon the occurrence of the Change in Control. |
|
If to Company: | ZiLOG, Inc. | ||||
|
532 Race Street | |||||
|
San Jose, CA 95126 | |||||
|
Facsimile: 408-558-8525 | |||||
|
Attn: Corporate Controller | |||||
|
||||||
|
If to the Optionee: | |||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
Facsimile: |
-2-
-3-
-4-
Optionee:
|
||||
|
||||
Date of Grant:
|
||||
|
||||
Option Exercise Price:
|
||||
|
||||
Option Shares:
|
||||
|
||||
Option Term:
|
10 years from the Date of Grant | |||
|
||||
Vesting and Exercisability:
|
||||
1
(a) | Subject to Paragraph 5 below, the Option shall become vested and exercisable as to , provided that the Optionee has been continuously employed by or providing services to the Company or any Subsidiary or affiliate through each such date. | ||
(b) | Except as otherwise provided herein, the right of the Optionee to purchase Option Shares with respect to which the Option has become exercisable and vested may be exercised in whole or in part at any time or from time to time prior to the Expiration Date; provided, however, that the Option may not be exercised for a fraction of a Share. |
2
(a) | If the Optionees employment with or service to the Company, or any Subsidiary or affiliate thereof, terminates for any reason other than for Cause, the Option, to the extent vested and exercisable as of the date of such termination, shall expire 90 days following the date of such termination (180 days in case of termination of employment or service due to death or Disability) and the Option, to the extent not vested and exercisable as of the date of such termination, shall expire as of such date. Notwithstanding the foregoing, if the Optionees employment with or service to the Company, any Subsidiary or affiliate thereof terminates for Cause, the Option, whether or not vested or exercisable, shall expire as of the date of such termination. In no event shall the Option be exercisable after the Expiration Date. | ||
(b) | Upon the occurrence of a Change in Control, any portion of the Option that is outstanding at such time shall become fully and immediately vested and exercisable. |
3
|
If to the Company: | Zilog, Inc. | ||||
|
6800 Santa Teresa Blvd. | |||||
|
San Jose, CA 95119 | |||||
|
Phone: (408) 513-1500 | |||||
|
Fax: (408) 513-1600 | |||||
|
Attn.: Corporate Controller | |||||
|
||||||
|
If to the Optionee: | |||||
|
||||||
|
||||||
|
Facsimile: |
4
5
6
NUMBER OF | OPTION | |||||
DATE OF | SHARES SUBJECT | EXERCISE | EXPIRATION | |||
GRANT | TO OPTION | PRICE | DATE | |||
|
Jurisdiction Of | ||
Name | Organization | |
Clare Capital, Inc.
|
Delaware | |
Clare Components, Inc.
|
Delaware | |
Clare Electronics, Inc.
|
Delaware | |
Clare, Inc.
|
Massachusetts | |
Clare Instruments, Inc.
|
Delaware | |
Clare Micronix Integrated Systems, Inc.
|
California | |
Clare Services, Inc.
|
Delaware | |
Clare Technologies, Inc.
|
Delaware | |
Clare Technologies, Inc.
|
Taiwan | |
Clare N.V.
|
Belgium | |
Directed Energy, Inc.
|
Colorado | |
IXYS Buckeye, LLC
|
Delaware | |
IXYS Caymans L.P.
|
Cayman Islands | |
IXYS CH GmbH
|
Switzerland | |
IXYS Global Services GmbH
|
Germany | |
IXYS Holdings Ltd.
|
United Kingdom | |
IXYS Korea Ltd.
|
South Korea | |
IXYS Long Beach, Inc.
|
California | |
IXYS Real Estate Corporation
|
Delaware | |
IXYS Semiconductor B.V.
|
Netherlands | |
IXYS Semiconductor GmbH
|
Germany | |
IXYS UK Ltd.
|
United Kingdom | |
IXYS Unterstuetzungseinrichtung GmbH
|
Germany | |
IXYS USA, Inc.
|
Delaware | |
Microwave Technology, Inc.
|
California | |
Pele Technology, Inc.
|
Delaware | |
Reaction Technology Incorporated
|
California | |
Westcode Industries Ltd.
|
United Kingdom | |
Westcode Semiconductors Ltd.
|
United Kingdom | |
Zilog Asia, Ltd.
|
Hong Kong | |
Zilog Electronics Philippines, Inc.
|
Philippines | |
Zilog, Inc.
|
Delaware | |
Zilog India Electronics Ltd.
|
India | |
Zilog International, Ltd.
|
Cayman Islands | |
Zilog International, Ltd. Zweigniederlassung Deutschland
|
Germany | |
Zilog International Pte. Ltd.
|
Singapore | |
Zilog Japan KK
|
Japan | |
Zilog Philippines, Inc.
|
Philippines | |
|
||
Zilog UK Ltd.
|
United Kingdom |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Nathan Zommer | ||||
Nathan Zommer, Chairman of the Board | ||||
and Chief Executive Officer | ||||
(e) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(f) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(g) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(h) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
(c) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(d) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Uzi Sasson | ||||
Uzi Sasson, President, Chief Operating Officer and | ||||
Chief Financial Officer | ||||
/s/ Nathan Zommer
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/s/ Uzi Sasson | |
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Nathan Zommer
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Uzi Sasson | |
Chairman of the Board
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President, Chief Operating Officer | |
and Chief Executive Officer
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and Chief Financial Officer |