IXYS Corporation (NASDAQ:IXYS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IXYS, Littelfuse, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of these materials (when available) through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of these materials (when available) by contacting IXYS Investor Relations at (408)457-9000 or [email protected] (for documents filed with the SEC by IXYS) or Littelfuse Investor Relations at (773)628-1000 (for documents filed with the SEC by Littelfuse).
Participants in the Solicitation
IXYS, Littelfuse and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of IXYS in respect of the proposed transaction under the rules of the SEC. Information regarding IXYS’ directors and executive officers is contained in IXYS’ Annual Report on Form 10-K for the year ended March31, 2017, which was filed with the SEC on June12, 2017, and its proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on July28, 2017. Information regarding Littelfuse’s directors and executive officers is contained in Littelfuse’s Annual Report on Form 10-K for the year ended December31, 2016, which was filed with the SEC on February27, 2017, and its proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on March16, 2017. Additional information regarding the participants in the solicitation of the stockholders of IXYS and a description of their direct or indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description |
| 2.1 | Agreement and Plan of Merger, dated August25, 2017, by and among IXYS Corporation, Littelfuse, Inc. and Iron Merger Co., Inc.* |
| 10.1 | Seventh Amended Executive Employment Agreement, dated August25, 2017, by and between IXYS Corporation and Nathan Zommer |
| 10.2 | Fourth Amended Executive Employment Agreement, dated August25, 2017, by and between IXYS Corporation and Uzi Sasson |
| 99.1 | Voting Agreement, dated as of August25, 2017, by and between Littelfuse, Inc., Dr.Nathan Zommer, Sharkz, L.P., The Nathan Zommer Dynasty Trust Dated July17, 2006 and the Nathan Zommer TTEE FBO Nathan Zommer Trust U/A/D 04-08-2003 |
| 99.2 | Joint Press Release dated August 28, 2017. |
| * | Certain schedules and exhibits omitted to Item601(b)(2) of Regulation S-K promulgated by the SEC. IXYS agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
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 | ||
| August28, 2017 | By: | /s/ Uzi Sasson |
| Name: Uzi Sasson | ||
| Title: President and Chief Executive Officer |
EXHIBIT INDEX
|
Exhibit No. |
Description |
| 2.1 | Agreement and Plan of Merger, dated August25, 2017, by and among IXYS Corporation, Littelfuse, Inc. and Iron Merger Co., Inc. * |
| 10.1 | Seventh Amended Executive Employment Agreement, dated August25, 2017, by and between IXYS Corporation and Nathan Zommer |
| 10.2 | Fourth Amended Executive Employment Agreement, dated August25, 2017, by and between IXYS Corporation and Uzi Sasson |
| 99.1 | Voting Agreement, dated as of August25, 2017, by and between Littelfuse, Inc. and Dr.Nathan Zommer, Sharkz, L.P., The Nathan Zommer Dynasty Trust Dated July17, 2006 and the Nathan Zommer TTEE FBO Nathan Zommer Trust U/A/D 04-08-2003 |
| 99.2 | Joint Press Release dated August 28, 2017. |
| * | Certain schedules and exhibits omitted IXYS CORP /DE/ ExhibitEX-2.1 2 d441854dex21.htm EX-2.1 EX-2.1 Execution Copy Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among IXYS CORPORATION,…To view the full exhibit click hereAbout IXYS Corporation (NASDAQ:IXYS) IXYS Corporation (IXYS) is a multi-market integrated semiconductor company. The Company is engaged in the development, manufacture and marketing of power semiconductors, mixed-signal integrated circuits (ICs), application specific integrated circuits (ASICs), microcontrollers, systems and radio frequency (RF) power semiconductors. Its power semiconductors are sold separately and are also packaged in high power modules that consist of multiple semiconductor dies. Its power metal-oxide-silicon (MOS) transistors operate at greater switching speeds than bipolar transistors. Its ICs address the demand for analog, mixed-signal and digital interface solutions in communication and other industries and include microcontrollers, mixed-signal application-specific ICs. RF power devices switch electricity at the high rates necessary to enable the amplification or reception of radio frequencies. It manufactures and sells laser diode drivers, high voltage pulse generators and modulators. |
