##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
    Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended March
    31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from           to   Commission file number
    000-26124
    IXYS Corporation
 (Exact name of Registrant as
    specified in its charter)
  Delaware(State or other
    jurisdiction of
    incorporation or organization)

77-0140882(I.R.S. Employer
    Identification No.)   3540 Bassett Street
 Santa Clara, California
    95054-2704
 (Address of principal executive
    offices and zip code)
  (408) 982-0700
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
 (Title of Class)
  Securities registered pursuant to Section 12(g) of the
    Act:
 Common stock, par value $.01 per share
 (Title of Class)
  o þ
  o þ
    þ o
  Regulation S-K Form 10-K Form 10-K.  Yes þ o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



IXYS
    CORPORATION
  ANNUAL
    REPORT ON
    FORM 10-K
 FOR THE
    FISCAL YEAR ENDED MARCH 31, 2007
  TABLE OF
    CONTENTS
  PagePART IItem 1.


Business


3Item 1A.


Risk
    Factors


12Item 1B.


Unresolved Staff
    Comments


25Item 2.


Properties


26Item 3.


Legal
    Proceedings


26Item 4.


Submission of
    Matters to a Vote of Security Holders


28Executive Officers of the
    Registrant


28PART IIItem 5.


Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


29Item 6.


Selected Financial
    Data


30Item 7.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


31Item 7A.


Quantitative and
    Qualitative Disclosures about Market Risk


45Item 8.


Financial
    Statements and Supplementary Data


47Item 9.


Changes in and
    Disagreements With Accountants on Accounting and Financial
    Disclosure


85Item 9A.


Controls and
    Procedures


85Item 9B.


Other
    Information


88PART IIIItem 10.


Directors and
    Executive Officers of the Registrant


88Item 11.


Executive
    Compensation


88Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


88Item 13.


Certain
    Relationships and Related Transactions and Director
    Independence


88Item 14.


Principal
    Accounting Fees and Services


88PART IVItem 15.


Exhibits and
    Financial Statement Schedules


88EXHIBIT 10.26EXHIBIT 10.27EXHIBIT 21.1EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1   2




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FORWARD-LOOKING
    STATEMENTS
  Form 10-K
 PART I  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;
    plasma display panels;
    medical electronics for sophisticated applications, such as
    defibrillators and MRI equipment; and
    renewable energy sources like wind turbines and solar systems.   3




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Background
    
    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;
    the 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




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IXYSs
    Strategy
    Maintain technological focus on high power, high performance
    markets.
  Target rapid growth.
  Focus on niche markets.
  Continue to diversify markets, customers and
    products.
  Pursue selective acquisition and investment
    strategies.
  Collaborate with select companies on product
    development.
  Optimize mix between internal and external
    manufacturing.
 5




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Power
    Semiconductors
    Power
    MOS Transistors.
    Power
    MOSFETs.
    IGBTs.
      Bipolar
    Products.
    Rectifiers.
   6




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Thyristors.
    Integrated
    Circuits
    Solid
    State Relays.
    LCAS and
    DAA integrated products.
  tm
  Application
    Specific Integrated Circuits.
    Power
    Management and Control ICs.
    RF Power
    Semiconductors
   7




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##### Table of Contents



Systems
    and Other Products
    Products
    and Applications
    Category

IXYS Products

End User ApplicationsPower Conversion Systems

FRED
    IGBT
    Module
    MOSFET
    Rectifier
    IC Driver

SMPS and UPS for:
    Wireless base stations
    Internet facilities
    Storage area networks
    RF generatorsMotor Drives

FRED
    IGBT
    Module
    MOSFET
    Thyristor
    IC Driver

Automation
    Robotics
    Process control equipment
    Machine tools
    Electric trainsMedical Electronics

IGBT
    MOSFET
    Thyristor
    IC
    GaAs FET

Defibrillators
    Medical imaging devices
    Laser power supplies
    Ultrasound
    Hearing aidsTelecommunications

SSR
    LCAS
    GaAs FET
    DAA

Point-of-sale terminals
    Modems
    Set top boxes
    Wireless base stations
    Central officeDisplay

MOSFET
    IC driver

Plasma display panels
    E-books     Sales and
    Marketing
   8




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Form 10-K, Form 10-K,
    Research
    and Development
      
    developing RF power MOSFETs and GaAs FETs;
    increasing the operating range of our MOS and bipolar products;
    developing new gallium arsenide products;
    developing high efficiency solar cells;
    developing higher power IGBT modules;
    developing power solid state relays;
    developing power management ICs based on our HVIC technology;
    developing Trench MOSFETs for automotive and portable equipment
    markets; and
    developing module products for automotive markets.    Patents
    and Other Intellectual Property Rights
   9




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Manufacturing
    and Facilities
    Wafer
    Fabrication.
          Form 10-K, Form 10-K, Form 10-K,
 10




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Assembly.
      Test.
    Competition
    
    proper new product definition;
    product quality, reliability and performance;
    product features;
    timely delivery of products;
    price;
    breadth of product line;
    design and introduction of new products;
    market acceptance of our products and those of our customers; and
    technical support and service.    Backlog
     11




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just-in-time
    Employees
    Other
  just-in-time
  Available
    Information
  http://www.IXYS.com, Form 10-K, Form 10-Q Form 8-K, 408-982-0700 e-mail
  Item 1A.
    Risk
    Factors  RISK
    FACTORS
  Form 10-K,
  Our
    operating results fluctuate significantly because of a number of
    factors, many of which are beyond our control.
   12




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
    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;
    damage awards or injunctions as the result of litigation;
    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;
    the amount and timing of investments in research and development;
    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.  Form 10-K,
  Our
    gross margin is dependent on a number of factors, including our
    level of capacity utilization.
    IXYS
    could be harmed by litigation.
   13




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Semiconductors
    for inclusion in consumer products have short product life
    cycles.
     14




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Our
    international operations expose us to material
    risks.
    
    foreign currency fluctuations;
    changes in the laws, regulations or policies of the countries in
    which we manufacture or sell our products;
    trade restrictions;
    longer payment cycles;
    challenges in collecting accounts receivable;
    cultural and language differences;
    employment regulations;
    limited infrastructure in emerging markets;
    transportation delays;
    seasonal reduction in business activities;
    work stoppages;
    terrorist attack or war; and
    economic or political instability.      The
    semiconductor industry is cyclical, and an industry downturn
    could adversely affect our operating results.
    
    alternating periods of overcapacity and production shortages;
    cyclical demand for semiconductors;
    changes in product mix in response to changes in demand; 15




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
    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.    Our
    operating expenses are relatively fixed, and we order materials
    and commence production in advance of anticipated customer
    demand. Therefore, we have limited ability to reduce expenses
    quickly in response to any revenue shortfalls.
    just-in-time
  We may
    not be able to acquire additional production capacity to meet
    the present and future demand for our products.
    We may
    not be successful in our acquisitions.
    
    diversion of managements 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; 16




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
    failure to retain key personnel of the acquired business;
    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 companys 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;
    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.      We
    depend on external foundries to manufacture many of our
    products.
      
    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




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Our
    success depends on our ability to manufacture our products
    efficiently.
    
    contaminants in the manufacturing environment;
    defects in the masks used to print circuits on a wafer;
    manufacturing equipment failure; or
    wafer breakage.    Our
    markets are subject to technological change and our success
    depends on our ability to develop and introduce new
    products.
    
    changing technologies;
    changing customer needs;
    frequent new product introductions and enhancements;
    increased integration with other functions; and
    product obsolescence.      We may
    not be able to protect our intellectual property rights
    adequately.
   18




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Our
    revenues are dependent upon our products being designed into our
    customers products.
    Because
    our products typically have lengthy sales cycles, we may
    experience substantial delays between incurring expenses related
    to research and development and the generation of
    revenues.
    Our
    backlog may not result in future revenues.
    The
    markets in which we participate are intensely
    competitive.
    
    proper new product definition;
    product quality, reliability and performance;
    product features;
    price;
    timely delivery of products;
    breadth of product line;
    design and introduction of new products;
    market acceptance of our products and those of our customers; and
    technical support and service.   19




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We
    rely on our distributors and sales representatives to sell many
    of our products.
    Fluctuations
    in the mix of products sold may adversely affect our financial
    results.
  start-up
  Our
    future success depends on the continued service of management
    and key engineering personnel and our ability to identify, hire
    and retain additional personnel.
    Growth
    and expansion place a significant strain on our resources,
    including our information systems and our employee
    base.
   20




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Our
    dependence on subcontractors to assemble and test our products
    subjects us to a number of risks, including an inadequate supply
    of products and higher materials costs.
    
    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;
    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.     21




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We
    depend on a limited number of suppliers for our substrates, most
    of whom we do not have long-term agreements with.
    We
    face the risk of financial exposure to product liability claims
    alleging that the use of products that incorporate our
    semiconductors resulted in adverse effects.
    Regulations
    may adversely affect our ability to sell our
    products.
        If our
    goodwill or long-lived assets become impaired, we may be
    required to record a significant charge to
    earnings.
   22




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We
    estimate tax liabilities, the final determination of which is
    subject to review by domestic and international taxation
    authorities.
    We are
    exposed to various risks related to the regulatory
    environment.
  and/or
  We are
    subject to internal control evaluations and attestation
    requirements of Section 404 of the Sarbanes-Oxley
    Act.
  Form 10-K
  We
    invest in companies for strategic reasons and may not realize a
    return on our investments.
    Our
    ability to access capital markets could be
    limited.
   23




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Geopolitical
    instability, war, terrorist attacks, terrorist threats, and
    government responses thereto, may negatively affect all aspects
    of our operations, revenues, costs and stock
    prices.
    Business
    interruptions may damage our facilities or those of our
    suppliers.
    We may
    be affected by environmental laws and regulations.
    Nathan
    Zommer, Ph.D. owns a significant interest in our common
    stock.
    Our
    stock price is volatile.
    
    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;
    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; 24




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
    terrorist attack or war;
    sales of our common stock by one or more members of management,
    including Nathan Zommer, Ph.D., our President and Chief
    Executive Officer; or
    general economic and market conditions.    The
    anti-takeover provisions of our certificate of incorporation and
    of the Delaware General Corporation Law may delay, defer or
    prevent a change of control.
      Item 1B.
    Unresolved
    Staff Comments   25




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##### Table of Contents



Item 2.
    Properties    ApproximateSquarePrincipal Facilities

Footage


Lease Expiration

UseAliso Viejo, California


27,000


(1)

Research and development, sales
    and distributionBeverly, Massachusetts


83,000


(1)

Research and development,
    manufacturing, sales and distributionChippenham, England


100,000


December 2022

Research and development,
    manufacturing, sales and distributionFremont, California


30,000


November 2008

Research and development,
    manufacturing, sales and distributionLampertheim, Germany


170,000


(1)

European headquarters, research
    and development, manufacturing, sales and distributionSanta Clara, California


20,000


January 2009

Corporate headquarters, research
    and development, sales and distribution     (1)
    
    Owned, not leased.    Item 3.
    Legal
    Proceedings    International
    Rectifier
     26




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eBay, Inc. v. MercExchange, LLC
    LoJack
     27




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Item 4.
    Submission
    of Matters to a Vote of Security Holders    Executive
    Officers of the Registrant
    Name

Age

Position(s)Nathan Zommer


59


Chairman of the Board, President
    and Chief Executive OfficerUzi Sasson


44


Chief Operating Officer, Vice
    President of Finance, Chief Financial Officer and SecretaryPeter H. Ingram


58


General Manager of IXYS
    Semiconductor GmbH     Nathan Zommer.
  Uzi Sasson.
  Peter H. Ingram.
 28




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    High


LowFiscal year ending
    March 31, 2007First Quarter

$
10.60


$
8.87Second Quarter

$
9.89


$
8.10Third Quarter

$
10.45


$
8.26Fourth Quarter

$
10.74


$
7.92Fiscal year ending
    March 31, 2006First Quarter

$
14.96


$
9.24Second Quarter

$
15.01


$
9.46Third Quarter

$
12.74


$
9.65Fourth Quarter

$
13.48


$
8.75     Issuer
    Purchases of Equity Securities
  Total





Total Number of Shares


Maximum Number ofNumber of


Average Price


Purchased as Part of


Shares that May Yet BeShares


Paid per


Publicly Announced


Purchased Under thePeriod

Purchased


Share


Plans or Programs


Plans or Programs(1)January 1, 2007 
    January 31, 2007














568,460February 1, 2007 
    February 28, 2007


499,253


$
9.14



499,253



2,000,000March 1, 2007 
    March 31, 2007


63,624


$
10.06



63,624



1,936,376Total


562,877


$
9.25



562,877     (1)
    
    A program was approved on May 12, 2006 and was terminated
    on February 27, 2007. It had been scheduled to expire on
    June 15, 2007. It authorized the purchase of up to
    2,000,000 shares of common stock. A new program was
    approved on February 27, 2007 and will end on June 15,
    2008. The purchase of up to 2,000,000 shares of common
    stock has been approved under this program. 29




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Item 6.
    Selected
    Financial Data  Form 10-K. Form 10-K. Form 10-K.
  Years Ended March 31,2007(1)


2006


2005


2004(2)


2003(3)(In thousands, except per share amounts)Statement of operations data:Net revenues

$
285,908


$
251,487


$
256,620


$
187,442


$
136,111Cost of goods sold


201,577



169,792



176,710



143,948



107,371Gross profit


84,331



81,695



79,910



43,494



28,740Operating expenses:Research, development and
    engineering


20,105



17,523



18,574



15,811



12,846Selling, general and administrative


44,134



38,371



35,707



32,742



32,437Restructuring charge


















750Litigation provision


(29,435
)


42,810











Total operating expenses


34,804



98,704



54,281



48,553



46,033Operating income (loss)


49,527



(17,009
)


25,629



(5,059
)


(17,293
)Other income (expense):Interest income, net


1,793



2,182



633



310



720Other (expense) income


(3,081
)


1,810



(481
)


(1,324
)


(1,288
)Income (loss) before income taxes


48,239



(13,017
)


25,781



(6,073
)


(17,861
)(Provision for) benefit from
    income tax


(18,020
)


6,911



(9,539
)


1,641



5,716Net income (loss)

$
30,219


$
(6,106
)

$
16,242


$
(4,432
)

$
(12,145
)Net income (loss) per
    share  basic

$
0.90


$
(0.18
)

$
0.49


$
(0.14
)

$
(0.39
)Weighted average shares used in
    per share calculation  basic


33,505



33,636



33,093



32,434



30,889Net income (loss) per
    share  diluted

$
0.87


$
(0.18
)

$
0.46


$
(0.14
)

$
(0.39
)Weighted average shares used in
    per share calculation  diluted


34,784



33,636



35,085



32,434



30,889   30




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As of March 31,2007(1)


2006


2005


2004(2)


2003(3)(In thousands)Selected operating data:Gross profit margin


29.5
%


32.5
%


31.1
%


23.2
%


21.1
%Depreciation and amortization

$
10,499


$
8,543


$
10,639


$
11,186


$
9,297Balance sheet data:Cash and cash equivalents

$
54,027


$
78,192


$
58,144


$
42,058


$
40,094Working capital


142,408



118,815



124,063



96,246



95,425Total assets


273,641



279,987



219,891



198,269



183,057Total long-term obligations


34,647



28,023



16,796



15,120



14,966Total stockholders equity


181,109



159,973



165,277



145,531



138,809Cash flow data:Cash provided by operating
    activities

$
1,883


$
31,143


$
23,730


$
5,679


$
2,404Cash (used in) provided by
    investing activities


(8,865
)


(20,756
)


(4,966
)


(1,929
)


5,012Cash (used in) provided by
    financing activities


(20,093
)


11,214



(2,734
)


(2,311
)


(284
)     (1)
    
    We began recognizing the provisions of SFAS 123(R)
    beginning in fiscal 2007. See Note 3, Employee Equity
    Incentive Plans in Part II, Item 8 of this
    Annual Report on
    Form 10-K.(2)
    
    During fiscal 2004, we completed our acquisition of Microwave
    Technology, Inc.(3)
    
    During fiscal 2003, we completed our acquisition of Clare, Inc.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  This discussion contains forward-looking statements, which
    are subject to certain risks and uncertainties, including,
    without limitation, those described elsewhere in this
    Form 10-K
    and, in particular, in Item 1A hereof. Actual results may
    differ materially from the results discussed in the
    forward-looking statements. For a discussion of risks that could
    affect future results, see Item 1A. Risk
    Factors. All forward-looking statements included in this
    document are made as of the date hereof, based on the
    information available to us as of the date hereof, and we assume
    no obligation to update any forward-looking statement.
  Overview
           31




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just-in-time
    Critical
    Accounting Policies and Significant Management
    Estimates
      Revenue recognition.
   32




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Allowance for sales returns.
  Allowance for stock rotation.
  Allowance for ship and debit.
 33




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Balance March 31, 2004

$
424Additions


2,742Deductions


(2,613
)Balance March 31, 2005


553Additions


2,300Deductions


(2,400
)Balance March 31, 2006


453Additions


3,903Deductions


(4,119
)Balance March 31, 2007

$
237   Allowance for doubtful accounts.
  Inventories. first-in-first-out
   34




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Balance at March 31, 2004

$
24,632Sale of excess inventory


(3,685
)Scrap of excess inventory


(2,555
)Balance of excess inventory


18,392Additional accrual of excess
    inventory


2,849Balance at March 31, 2005


21,241Sale of excess inventory


(1,991
)Scrap of excess inventory


(3,860
)Balance of excess inventory


15,390Additional accrual of excess
    inventory


3,987Balance at March 31, 2006


19,377Sale of excess inventory


(4,246
)Scrap of excess inventory


(3,273
)Balance of excess inventory


11,858Additional accrual of excess
    inventory


6,971Balance at March 31, 2007

$
18,829          35




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##### Table of Contents



Form 10-K.
  Valuation of Goodwill and Intangible
    Assets.
  Goodwill.
    Valuation of property, plant and equipment.
  Legal contingencies.
  Income tax.
 36




---



##### Table of Contents



Defined benefit plans.
  Share-Based Compensation.
   37




---



##### Table of Contents



and/or
  Accounting
    Changes
  Stock Compensation Expense.
  Funded Status of Employee Benefit Plans.
  Inventories.
  Recent
    Accounting Developments
       38




---



##### Table of Contents



Results
    of Operations
    Years Ended March 31,% Change





% Changefrom 2006





from 20052007


to 2007


2006


to 2006


2005(000)





(000)





(000)Net revenues

$
285,908



13.7


$
251,487



(2.0
)

$
256,620Cost of goods sold


201,577



18.7



169,792



(3.9
)


176,710Gross profit

$
84,331



3.2


$
81,695



2.2


$
79,910Operating expenses:Research, development and
    engineering

$
20,105



14.7


$
17,523



(5.7
)

$
18,574Selling, general and administrative


44,134



15.0



38,371



7.5



35,707Litigation provision


(29,435
)


(168.8
)


42,810



nm



Total operating expenses

$
34,804



(64.7
)

$
98,704



81.8


$
54,281         Years Ending March 31,2007


2006


2005% of Net


% of Net


% of NetRevenues


Revenues


RevenuesNet revenues


100.0



100.0



100.0Cost of goods sold


70.5



67.5



68.9Gross profit


29.5



32.5



31.1Operating expenses:Research, development and
    engineering


7.0



7.0



7.2Selling, general and administrative


15.4



15.3



13.9Litigation provision


(10.2
)


17.0



Total operating expenses


12.2



39.3



21.1Operating income (loss)


17.3



(6.8
)


10.0Other income (expense), net


(0.4
)


1.6



Income (loss) before (provision
    for) benefit from income tax


16.9



(5.2
)


10.0(Provision for) benefit from
    income tax


(6.3
)


2.7



(3.7
)Net income (loss)


10.6



(2.5
)


6.3  39




---



##### Table of Contents



Revenues
    Year Ended March 31,% Change





% Changefrom 2006 to





from 2005 to2007


2007


2006


2006


2005(000)





(000)





(000)Power Semiconductors

$
207,523



8.6


$
191,105



(2.1
)

$
195,148ICs


56,212



35.5



41,493



1.8



40,759Systems and RF Power Semiconductors


22,173



17.4



18,889



(8.8
)


20,713Total

$
285,908



13.7


$
251,487



(2.0
)

$
256,620   Average
    Selling Price (ASPs)
    Year Ended March 31,% Change





% Changefrom 2006 to





from 2005 to2007


2007


2006


2006


2005Power Semiconductors

$
1.96



(13.7
)

$
2.27



2.3


$
2.22ICs

$
0.48



(42.2
)

$
0.83



(4.6
)

$
0.87Systems and RF Power Semiconductors

$
14.02



8.4


$
12.94



(11.4
)

$
14.60   Units
  Year Ended March 31,% Change





% Changefrom 2006 to





from 2005 to2007


2007


2006


2006


2005(000)





(000)





(000)Power Semiconductors


105,820



25.8



84,117



(4.2
)


87,846ICs


116,079



132.3



49,970



6.2



47,054Systems and RF Power Semiconductors


1,582



8.4



1,460



2.9



1,419Total


223,481



64.9



135,547



(0.6
)


136,319        40




---



##### Table of Contents



Gross
    Profit.
       41




---



##### Table of Contents



Research,
    Development and Engineering.
    Selling,
    General and Administrative.
    Litigation
    Provision.
    Other
    Income (Expense), Net.
      Provision
    for (Benefit from) Income Taxes.
   42




---



##### Table of Contents



Liquidity
    and Capital Resources
               43




---



##### Table of Contents



and/or
    Disclosures
    about Contractual Obligations and Commercial
    Commitments
    Payments Due by PeriodLess Than








After 5Contractual Obligations(1)(2)

Total


1 Year


1-3 Years


3-5 Years


YearsLong term debt(3)

$
12,124


$
1,012


$
11,112


$



$
Capital Lease Obligations(4)


11,306



4,195



5,933



1,178



Operating Lease Obligations


12,328



1,606



2,153



1,608


$
6,961Inventory Purchase Obligations(5)


43,832



27,082



8,500



6,000



2,250Other Liabilities


















Total

$
79,590


$
33,895


$
27,698


$
8,786


$
9,211     (1)
    
    The amount accrued in connection with litigations against LoJack
    Corporation and International Rectifier Corporation of
    $14.2 million, classified under current liability in our
    Consolidated Balance Sheet, has not been considered in this
    disclosure. See Note 6, Commitments and
    Contingencies, in Notes to Consolidated Financial
    Statements. In January 2007, we entered into an agreement to
    purchase a building, to be used as our corporate offices and
    facility for Silicon Valley operations, for approximately
    $7.5 million. The transaction is expected to be completed
    in July 2007.(2)
    
    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 10, Pension
    Plans of Notes to Consolidated Financial Statements. 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,
    defined contribution plan, in Note 8, Employee
    Savings and Retirement Plan and Note 10,
    Pension Plans of Notes to Consolidated Financial
    Statements.(3)
    
    Includes borrowing where the repayment terms are to be
    renegotiated in fiscal 2011. 44




---



##### Table of Contents



(4)
    
    Includes anticipated interest payments totaling $960,000.(5)
    
    Represents commitments for purchase of inventory and plant and
    equipment. These were not recorded as liabilities on our
    Consolidated Balance Sheet as of March 31, 2007, as we had
    not yet received the related goods or taken title to the
    property. Inventory purchase obligations increased from
    $18.9 million at March 31, 2006 to $43.8 million
    at March 31, 2007, primarily due to the execution of
    long-term contracts for the purchase of key raw materials.  Item 7A.  Quantitative
    and Qualitative Disclosures about Market Risk
                3-month
 45




---



##### Table of Contents



46




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              Share-Based
    Payment Employers Accounting for Defined
    Benefit Pension and Other Postretirement Plans, an amendment of
    FASB Statements No. 87, 88, 106 and 132(R).
      47




---



##### Table of Contents



IXYS
    CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
  March 31,2007


2006(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
54,027


$
78,192Restricted cash


169



313Accounts receivable, net of
    allowances of $2,847 in 2007 and $2,609 in 2006


42,519



42,774Inventories


85,965



60,357Prepaid expenses and other current
    assets


3,268



4,121Deferred income taxes


14,345



25,049Total current assets


200,293



210,806Property, plant and equipment, net


48,741



40,049Other assets


5,319



5,099Deferred income taxes


12,827



16,552Goodwill


6,461



7,481Total assets

$
273,641


$
279,987LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Current portion of capitalized
    lease obligations

$
3,686


$
2,255Current portion of loans payable


1,012



973Accounts payable


19,926



20,259Accrued expenses and other
    liabilities


19,081



24,889Litigation reserve


14,180



43,615Total current liabilities


57,885



91,991Capitalized lease obligations, net
    of current portion


6,660



3,762Long term loans, net of current
    portion


11,112



10,685Pension liabilities


16,875



13,576Total liabilities


92,532



120,014Commitments and contingencies
    (Note 6)Stockholders equityPreferred stock, $0.01 par
    value:Authorized: 5,000,000 shares;
    none issued and outstanding






Common stock, $0.01 par value:Authorized:
    80,000,000 shares; 35,031,947 issued and 32,512,039
    outstanding and 34,677,834 issued and 34,152,343 outstanding at
    March 31, 2007 and 2006, respectively


350



347Additional paid-in capital


165,889



161,118Treasury stock, at cost: 2,519,908
    and 525,491 common shares at March 31, 2007 and 2006,
    respectively


(22,851
)


(4,454
)Notes receivable from stockholders






(59
)Retained earnings (accumulated
    deficit)


29,605



(614
)Accumulated other comprehensive
    income


8,116



3,635Total stockholders equity


181,109



159,973Total liabilities and
    stockholders equity

$
273,641


$
279,987    48




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##### Table of Contents



IXYS
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended March 31,2007


2006


2005(In thousands, except per share data)Net revenues

$
285,908


$
251,487


$
256,620Cost of goods sold


201,577



169,792



176,710Gross profit


84,331



81,695



79,910Operating expenses:Research, development and
    engineering


20,105



17,523



18,574Selling, general and administrative


44,134



38,371



35,707Litigation provision


(29,435
)


42,810



Total operating expenses


34,804



98,704



54,281Operating income (loss)


49,527



(17,009
)


25,629Other income (expense):Interest income


2,813



2,504



1,341Interest expense


(1,020
)


(322
)


(708
)Other (expense) income, net


(3,081
)


1,810



(481
)Income (loss) before income tax


48,239



(13,017
)


25,781(Provision for) benefit from
    income tax


(18,020
)


6,911



(9,539
)Net income (loss)

$
30,219


$
(6,106
)

$
16,242Net income (loss) per
    share  basic

$
0.90


$
(0.18
)

$
0.49Weighted average shares used in
    per share calculation  basic


33,505



33,636



33,093Net income (loss) per
    share  diluted

$
0.87


$
(0.18
)

$
0.46Weighted average shares used in
    per share calculation  diluted


34,784



33,636



35,085    49




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##### Table of Contents



IXYS
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
  Year Ended March 31,2007


2006


2005(In thousands)Net income (loss)

$
30,219


$
(6,106
)

$
16,242Other comprehensive income (loss):Unrealized gain on
    available-for-sale investments securities, net of taxes, $447 in
    2007 and $0 in 2006


317



327



Minimum pension liability, net of
    taxes $875 in 2007 and $646 in 2006


(1,588
)


(1,159
)


Foreign currency translation
    adjustments


5,752



(3,517
)


1,263Comprehensive income (loss)

$
34,700


$
(10,455
)

$
17,505    50




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##### Table of Contents



IXYS
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  AccumulatedRetained Earnings





OtherAdditional


Treasury


Treasury


Notes Receivable


(Accumulated


Deferred


Comprehensive


Total StockholdersShares


Amount


Paid-in Capital


Shares


Amount


from Stockholders


Deficit)


Compensation


Income


Equity(In thousands)Balances, March 31, 2004


33,019


$
331


$
151,074



95


$
(447
)

$
(1,388
)

$
(10,750
)

$
(10
)

$
6,721


$
145,531Exercise of stock options


480



4



1,509



























1,513Issuance of common stock under
    Employee Stock Purchase Plan


87



1



614



























615Interest accrued on notes receivable










60











(60
)














Compensation expense on shareholder
    loans










119



























119Repayment of notes receivable






















1,039















1,039Interest forgiven on notes
    receivable






















54















54Amortization of deferred
    compensation






























6







6Repurchase of common stock














132



(1,105
)


















(1,105
)Foreign currency translation
    adjustments


































1,263



1,263Net income


























16,242











16,242Balances, March 31, 2005


33,586



336



153,376



227



(1,552
)


(355
)


5,492



(4
)


7,984



165,277Exercise of stock options


1,014



10



4,582



























4,592Issuance of common stock under
    employee stock purchase plan


78



1



687



























688Tax benefit on employee equity
    incentive plan










2,465



























2,465Purchase of treasury stock














298



(2,902
)


















(2,902
)Amortization of deferred
    compensation






























4







4Interest accrued on notes receivable










8











(8
)














Repayment of note receivable






















304















304Unrealized gain on
    available-for-sale investments net of taxes


































327



327Foreign currency translation
    adjustments


































(3,517
)


(3,517
)Minimum pension liability, net of
    taxes


































(1,159
)


(1,159
)Net loss


























(6,106
)










(6,106
)Balances, Mar. 31, 2006


34,678



347



161,118



525



(4,454
)


(59
)


(614
)






3,635



159,973    51




---



##### Table of Contents



IXYS
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  AccumulatedRetained Earnings





OtherAdditional


Treasury


Treasury


Notes Receivable


(Accumulated


Deferred


Comprehensive


Total StockholdersShares


Amount


Paid-in Capital


Shares


Amount


from Stockholders


Deficit)


Compensation


Income


Equity(In thousands)Balances, March 31, 2006


34,678


$
347


$
161,118



525


$
(4,454
)

$
(59
)

$
(614
)

$



$
3,635



159,973Stock grants and exercise of stock
    options


275



2



1,550



























1,552Issuance of common stock under
    employee stock purchase plan


79



1



658



























659Share-based compensation










2,009



























2,009Tax benefit on employee equity
    incentive plan










554



























554Purchase of treasury stock














1,995



(18,397
)


















(18,397
)Repayment of note receivable






















59















59Unrealized gain on
    available-for-sale investmentsnet of taxes


































317



317Foreign currency translation
    adjustments


































5,752



5,752Minimum pension liability, net of
    taxes


































(1,588
)


(1,588
)Net income


























30,219











30,219Balances, Mar. 31, 2007


35,032


$
350


$
165,889



2,520


$
(22,851
)

$



$
29,605


$



$
8,116


$
181,109    52




---



##### Table of Contents



IXYS
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended March 31,2007


2006


2005(In thousands)Cash flows from operating
    activities:Net income (loss)

$
30,219


$
(6,106
)

$
16,242Adjustments to reconcile net income
    (loss) to net cash provided by operating activities:Depreciation and amortization


10,499



8,543



10,639Provision for receivables allowances


11,745



5,578



4,994Net change in inventory reserves


1,581



6,434



2,917Change in litigation reserve


(29,435
)


42,810



Foreign currency adjustments on
    intercompany amounts


491



194



1,399Deferred income taxes


16,247



(14,426
)


7,885Excess tax benefit from stock-based
    compensation


(554
)






Tax benefit from employee equity
    incentive plans






2,465



Compensation expense for notes from
    stockholders






4



119Interest forgiven on notes from
    stockholders










54Stock based compensation


2,009







(Gain) on disposal of investments


(631
)






Loss (gain) on disposal of plant
    and equipment


100



(2
)


225Changes in operating assets and
    liabilities:Accounts receivable


(9,534
)


(9,515
)


(12,568
)Inventories


(23,824
)


(17,078
)


(5,286
)Prepaid expenses and other current
    assets


1,017



1,371



(2,134
)Other assets


334



826



(335
)Accounts payable


(1,577
)


7,805



(2,702
)Accrued expenses and other
    liabilities


(6,406
)


1,256



2,258Pension liabilities


(398
)


984



(337
)Net cash provided by operating
    activities


1,883



31,143



23,370Cash flows from investing
    activities:Change in restricted cash


144



(159
)


986Purchases of investments


(239
)


(2,081
)


Purchases of plant and equipment


(9,478
)


(18,613
)


(5,952
)Proceeds from sale of investments


708







Proceeds from sale of plant and
    equipment






97



Net cash used in investing
    activities


(8,865
)


(20,756
)


(4,966
)Cash flows from financing
    activities:Principal payments on capital lease
    obligations


(3,495
)


(3,204
)


(3,996
)Repayments of notes payable from
    bank










(800
)Proceeds from loans






12,344



Repayment of loans


(1,025
)


(608
)


Excess tax benefit from stock-based
    compensation


554







Purchases of treasury stock


(18,397
)


(2,902
)


(1,105
)Proceeds from employee equity plans


2,211



5,280



2,128Proceeds from collection of notes
    from stockholders


59



304



1,039Net cash (used in) provided by
    financing activities


(20,093
)


11,214



(2,734
)Effect of exchange rate
    fluctuations on cash and cash equivalents


2,910



(1,553
)


416Net (decrease) increase in cash and
    cash equivalents


(24,165
)


20,048



16,086Cash and cash equivalents at
    beginning of the year


78,192



58,144



42,058Cash and cash equivalents at end of
    the year

$
54,027


$
78,192


$
58,144Supplemental Disclosure of Cash
    Flow InformationCash paid during the period for
    interest

$
1,018


$
322


$
149Cash paid during the period for
    income taxes

$
8,786


$
1,008


$
721Supplemental Disclosure of
    Noncash Investing and Financing ActivitiesFixed assets acquired under capital
    lease

$
7,666


$
2,508


$
264    53




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Formation
    and Business of IXYS:      2.
    Summary
    of Significant Accounting Policies:  Principles
    of Consolidation:
    Foreign
    Currency Translation:
    Use of
    Estimates:
    Revenue
    Recognition:
     54




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Allowance for sales returns.
  Allowance for stock rotation.
  Allowance for ship and debit.
 55




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Balance March 31, 2004

$
424Additions


2,742Deductions


(2,613
)Balance March 31, 2005


553Additions


2,300Deductions


(2,400
)Balance March 31, 2006


453Additions


3,903Deductions


(4,119
)Balance March 31, 2007

$
237   Nonrecurring engineering
    (NRE)
    Trade accounts receivable and allowance for doubtful
    accounts.
  Cash
    and Cash Equivalents:
   56




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted
    Cash:
    Inventories:
  first-in-first-out
     57




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance at March 31, 2004

$
24,632Sale of excess inventory


(3,685
)Scrap of excess inventory


(2,555
)Balance of excess inventory


18,392Additional accrual of excess
    inventory


2,849Balance at March 31, 2005


21,241Sale of excess inventory


(1,991
)Scrap of excess inventory


(3,860
)Balance of excess inventory


15,390Additional accrual of excess
    inventory


3,987Balance at March 31, 2006


19,377Sale of excess inventory


(4,246
)Scrap of excess inventory


(3,273
)Balance of excess inventory


11,858Additional accrual of excess
    inventory


6,971Balance at March 31, 2007

$
18,829           Property,
    Plant and Equipment:
   58




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Treasury
    Stock:
    Other
    Assets:
      Goodwill
    and Intangible Assets:
     59




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Foreign
    Exchange Contracts:
    Defined
    Benefit Plans:
    Fair
    Value of Financial Instruments:
   60




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Advertising:
    Research
    and Development:
    Income
    Taxes:
      Other
    Income and Expense:
    Indemnification:
    Legal
    Contingencies:
   61




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Net
    Income (Loss) per Share:
    Accumulated
    Other Comprehensive Income:
    Concentration
    and Business Risks:
  Dependence
    on Third Parties for Wafer Fabrication and Assembly:
    Dependence
    on Suppliers:
    Employees
    Covered by Collective Bargaining Arrangements:
   62




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Concentration
    of Credit Risk:
          Stock-Based
    Compensation Plans:
      Bulletin 97-1 (FTB 97-1),
 63




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recent
    Accounting Developments
        Reclassifications
    3.
    Employee
    Equity Incentive Plans  Stock
    Purchase and Stock Option Plans:
  Stock
    Options
   64




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Employee
    Stock Purchase Plan
    Restricted
    Stock Units
    Stock
    Bonuses
    Fair
    Value of Stock Compensation:
     65




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Bulletin 97-1 97-1),
      Income
    Statement Classifications
  Year Ended March 31,2007


2006


2005Selling, general and
    administrative expenses

$
2,009


$



$
Share-based compensation effect on
    income before taxes


2,009







Benefit from income taxes


312







Net share-based compensation
    effects on net income

$
1,697


$



$
Share-based compensation effect on
    net income per share  basic

$
0.05


$



$
Share-based compensation effect on
    net income per share  diluted

$
0.05


$



$
Share-based compensation effect on
    cash flow from operating activities

$
(554
)

$



$
Share-based compensation effect on
    cash flow from financing activities

$
554


$



$
       Year Ended March 31,2006


2005Net (loss) income, as reported

$
(6,106
)

$
16,242Less: Total stock-based
    compensation determined under fair value based methods for all
    awards to employees, net of tax


(4,235
)


(1,870
)Pro forma net (loss) income

$
(10,341
)

$
14,372Reported net (loss) income per
    share  basic

$
(0.18
)

$
0.49Pro forma net (loss) income per
    share  basic

$
(0.31
)

$
0.43Reported net (loss) income per
    share  diluted

$
(0.18
)

$
0.46Pro forma net (loss) income per
    share  diluted

$
(0.31
)

$
0.41  66




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stock Options


Employee Stock Purchase PlanYear Ended March 31,


Year Ended March 31,2007


2006(1)


2005(1)


2007


2006(1)


2005(1)Weighted average estimated per
    share fair value of grant

$
4.21


$
6.68


$
4.15


$
4.11


$
3.59


$
2.66Risk-free interest rate


4.9
%


3.9
%


3.3
%


4.5
%


2.4
%


1.3
%Expected term (in years)


3.7



4.0



4.0



0.5



0.5



0.5Volatility


54.0
%


63.0
%


64.0
%


53.0
%


57.0
%


57.0
%Dividend yield


0.0
%


0.0
%


0.0
%


0.0
%


0.0
%


0.0
%     (1)
    
    Assumptions were used in the calculation of fair value according
    to the original provisions of SFAS 123.       67




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options Outstanding


Weighted AverageShares Available


Number of


Exercise Price


Intrinsic


Exercise Pricefor Grant


Shares


per Share(1)


Value(2)(3)


per Share(000)Balances, March 31, 2004


3,169,118



5,310,564










$
6.29New shares authorized


1,000,000Options granted


(453,000
)


453,000


$
6.65-$9.15






$
8.14Options exercised






(480,751
)

$
1.69-$7.38






$
3.23Options cancelled


61,640



(61,640
)

$
4.64-$31.54






$
9.09Options expired


20,100



(24,098
)

$
2.16-$19.00






$
10.25Balances, March 31, 2005


3,797,858



5,197,075










$
6.68New shares authorized


1,000,000Options granted


(804,000
)


804,000


$
10.22 - $15.81






$
13.33Options exercised






(1,003,525
)

$
1.69 - $13.73






$
4.58Stock grants


(10,000
)






Options cancelled


74,424



(74,424
)

$
1.69 - $36.24






$
7.06Options expired


78,634



(78,634
)

$
3.66 - $32.30






$
14.50Balances, March 31, 2006


4,136,916



4,844,492










$
8.09New shares authorized


1,000,000Options granted


(30,000
)


30,000


$
8.98 - $9.73






$
9.36Options exercised






(250,976
)

$
1.83 - $8.61


$
925


$
6.19Stock grants


(10,000
)






Options cancelled


48,850



(48,850
)

$
6.65 - $9.73






$
7.65Options expired


20,857



(118,641
)

$
2.16 - $21.36






$
5.62Balances, March 31, 2007


5,166,623



4,456,025






$
14,528


$
8.27Restricted Stock UnitsBalances, March 31, 2006














Granted


(158,000
)


158,000


$
9.48


$
1,498Vested






(14,148
)

$
8.94


$
132Forfeited


4,500



(4,500
)

$
9.23Unvested






139,352Balances, March 31, 2007


5,013,123



4,595,377     (1)
    
    For restricted stock units, represents the weighted average fair
    value on the date of grant.(2)
    
    Except for options exercised, these amounts represent the
    difference between the exercise price and $10.23, the closing
    price of IXYS stock on March 30, 2007 as reported on the Nasdaq
    Stock Market, for all in-the-money, outstanding and exercisable(3)
    
    Represents value of IXYS stock on the date the restricted stock
    unit vests.   68




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Options Outstanding


Options ExercisableNumber of





Weighted


Number of


WeightedExercise Price

Shares


Weighted Average


Average Exercise


Shares


Average Exerciseper Share

Outstanding


Contractual Life


Price per Share


Exercisable


Price per Share$ 1.69- 2.34


707,976



2.8


$
2.22



707,976


$
2.22$ 3.46- 4.88


713,162



3.5


$
3.91



713,162


$
3.91$ 5.23- 7.79


1,135,425



5.4


$
7.11



1,072,975


$
7.13$ 8.01- 11.70


990,709



7.0


$
9.52



668,784


$
9.50$12.21- 17.30


709,846



6.8


$
14.28



709,846


$
14.28$18.44- 21.36


104,517



2.8


$
19.16



104,517


$
19.16$28.49- 36.24


94,390



2.7


$
30.40



94,390


$
30.40$ 1.69- 36.24


4,456,025



5.1


$
8.27



4,071,650


$
8.20     4.
    Balance
    Sheet Details:  Allowances
    Movement:
  Balance at











Balance atBeginning








Translation


End ofof Year


Additions


Deductions


Adjustments


Year(In thousands)Allowances for accounts receivable
    and for doubtful accountsYear ended March 31, 2007

$
2,609


$
11,745


$
(11,577
)

$
70


$
2,847Year ended March 31, 2006

$
2,629


$
5,578


$
(5,536
)

$
(62
)

$
2,609Year ended March 31, 2005

$
2,654


$
4,994


$
(5,057
)

$
38


$
2,629   Inventories:
    March 31,2007


2006Raw materials

$
23,144


$
16,648Work in process


43,477



28,583Finished goods


19,344



15,126$
85,965


$
60,357  69




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property,
    Plant and Equipment:
    March 31,2007


2006Property and plant (useful life of
    20 to 50 years)

$
22,272


$
21,520Equipment owned (useful life of 3
    to 13 years)


68,007



57,182Equipment capital leases (useful
    life of 3 to 13 years)


26,004



16,960Leasehold improvements (useful
    life of up to 5 years)


1,003



1,003117,286



96,665Accumulated
    depreciation  plant, equipment owned, and leasehold
    improvements


(52,753
)


(45,758
)Accumulated
    amortization  Equipment capital leases


(15,792
)


(10,858
)$
48,741


$
40,049       Other
    Assets:
    March 31,2007


2006Available for sale
    investment securities

$
2,913


$
2,423Long term equity investment


1,680



1,107Intangible assets, net of
    accumulated amortization of $6.5 million in 2007 and
    $5.7 million in 2006


390



782Other


336



787$
5,319


$
5,099    70




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accrued
    Expenses and Other Liabilities:
    March 31,2007


2006Uninvoiced goods and services

$
6,964


$
5,606Compensation and vacation


5,782



5,433Income taxes


3,884



10,970Commission, royalties, deferred
    revenue and other


2,451



2,880$
19,081


$
24,889   5.
    Borrowing
    Arrangements:          6.
    Commitments
    and Contingencies:  Commitments:
     71




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Capital


Operating


Inventory PurchaseFiscal Year Ending March 31,

Leases


Leases


Obligation2008

$
4,195


$
1,606


$
27,0822009


3,552



1,316



5,5002010


2,381



837



3,0002011


1,178



844



3,0002012






764



3,000Thereafter






6,961



2,250Total minimum payments


11,306


$
12,328


$
43,832Less: Interest


96010,346Less: current portion


3,686$
6,660           Legal
    Proceedings:
    International
    Rectifier
   72




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          eBay, Inc v. MercExchange, LLC
   73




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  LoJack
          7.
    Accumulated
    Other Comprehensive Income:    Year Ended March 31,2007


2006(In thousands)Accumulated net unrealized gain on
    available-for-sale investments securities, net of taxes $447 in
    2007 and $0 in 2006

$
644


$
327Accumulated minimum pension
    liability, net of taxes of $1,521 in 2007 and $646 in 2006


(2,747
)


(1,159
)Accumulated foreign currency
    translation adjustments


10,219



4,467Total accumulated other
    comprehensive income

$
8,116


$
3,635   8.
    Employee
    Savings and Retirement Plan:   74




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    9.
    Related
    Party Transactions:        10.
    Pension
    Plans:  and/or
     75




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Net
    Period Pension Cost:
    Year Ended March 31,2007


2006


2005(In thousands)Service cost

$
824


$
837


$
878Interest cost


1,882



1,667



1,713Expected return on plan assets


(1,606
)


(1,189
)


(1,166
)Recognized actuarial loss


70



54



118Net periodic pension expense

$
1,170


$
1,369


$
1,543   Funded
    Status:
  Year Ended March 31,2007


2006(In thousands)Change in benefit obligationProjected benefit obligation at
    the beginning of the year

$
36,944


$
33,774Service cost


824



837Interest cost


1,882



1,667Plan participants contribution


180



173Actuarial (gain) loss


(1,037
)


3,453Benefits paid


(1,834
)


(835
)Foreign currency adjustment


4,154



(2,125
)Projected benefit obligation at
    the end of the year

$
41,113


$
36,944   Year Ended March 31,2007


2006(In thousands)Change in plan assetsFair value of plan assets at the
    beginning of the year

$
21,743


$
18,035Actual return on plan assets


136



4,134Employer contribution


1,034



1,187Plan participants contribution


180



173Benefits paid from assets


(1,468
)


(440
)Foreign currency adjustment


2,613



(1,346
)Fair value of plan assets at the
    end of the year

$
24,238


$
21,743    76




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended March 31,2007


2006(In thousands)Funded status of planPlan obligations in excess of plan
    assets

$
(16,875
)

$
(15,201
)Unrecognized actuarial loss


4,266



3,430Net pension liability


(12,609
)


(11,771
)Additional minimum pension
    liability


(4,266
)


(1,805
)Pension liability recognized on
    the balance sheet

$
(16,875
)

$
(13,576
)Other comprehensive income

$
4,266


$
1,805Less: Deferred taxes


(1,519
)


(646
)Amount recognized in other
    comprehensive income

$
2,747


$
1,159     Year Ended March 31,2007


2006Discount rate


4.7-5.5
%


4.25-5.0
%Expected long-term rate of return
    on assets


4.2-7.0
%


3.9-6.8
%Salary scale


1.5
%


1.0-4.0
%        77




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended March 31,2007


2006Equity securities


81
%


82
%Debt securities


17
%


15
%Other


2
%


3
%     BenefitPaymentsYear ended March 31, 2008

$
1,097Year ended March 31, 2009


1,142Year ended March 31, 2010


1,169Year ended March 31, 2011


1,201Year ended March 31, 2012


1,287Five fiscal years ended
    March 31, 2017


7,935Total benefit payments for the ten
    fiscal years ended March 31, 2017

$
13,831   11.
    Income
    Taxes:    Year Ended March 31,2007


2006


2005Domestic

$
42,558


$
(29,608
)

$
14,829International

$
5,681


$
16,591


$
10,952$
48,239


$
(13,017
)

$
25,781  78




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended March 31,2007


2006


2005Current:Federal

$
(834
)

$
2,995


$
(1,121
)State

$
325


$
47


$
429Foreign

$
2,282


$
4,473


$
2,346$
1,773


$
7,515


$
1,654Deferred:Federal

$
14,949


$
(13,018
)

$
4,735State

$
1,177


$
(1,168
)

$
(36
)Foreign

$
121


$
(240
)

$
3,186$
16,247


$
(14,426
)

$
7,885Total income tax provision
    (benefit)

$
18,020


$
(6,911
)

$
9,539     Year Ended March 31,2007


2006


2005Statutory federal income tax
    (benefit) rate


35
%


(35
)%


35
%State taxes, net of federal tax
    benefit


3



(9
)


1Benefit of lower tax jurisdictions


1



5



(3
)Swiss benefit


(1
)


(6
)


ETI & Section 199
    deduction






(2
)


Credits


(1
)


(4
)


(3
)Valuation allowance






(3
)


12Permanent items


1



(8
)


Tax reserves


(2
)


20



True up for prior periods


1



(10
)


Share-based compensation


1







Other


(1
)


(1
)


(5
)Effective tax (benefit) rate


37
%


(53
)%


37
%  79




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    March 31,2007


2006Deferred tax assets:Reserves

$
5,309


$
6,012Other liabilities and accruals


9,036



19,279Total short-term deferred tax
    assets


14,345



25,291Depreciable assets


648



506Net operating loss carryforward


19,488



24,390Share-based compensation


436



Credits carryforward


1,918



2,441Intangibles arising from
    acquisitions


(1,443
)


(1,644
)Net deferred tax asset

$
35,392


$
50,984Less: Valuation allowance


(8,220
)


(9,383
)$
27,172


$
41,601        80




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          12.
    Computation
    of Net Income (Loss) per Share:    Year Ended March 31,2007


2006


2005Basic:Weighted-average shares


33,505



33,636



33,093Net income (loss)

$
30,219


$
(6,106
)

$
16,242Net income (loss) per share

$
0.90


$
(0.18
)

$
0.49Diluted:Weighted-average shares


33,505



33,636



33,093Common equivalent shares from
    stock options


1,279







1,992Weighted average shares used in
    diluted per share calculation


34,784



33,636



35,085Net income (loss)

$
30,219


$
(6,106
)

$
16,242Net income (loss) per share

$
0.87


$
(0.18
)

$
0.46    81




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    13.
    Segment
    and Geographic Information:    Year Ended March 31,2007


2006


2005United States

$
78,619


$
79,230


$
72,300Europe and the Middle EastGermany


37,456



29,258



28,821Italy


7,417



6,247



7,220United Kingdom


23,288



17,285



15,947Other


39,911



30,733



33,281Asia PacificKorea


21,060



30,735



49,990China


30,244



25,014



16,800Japan


9,420



7,338



6,711Other


25,008



13,033



13,479Rest of the World


13,485



12,614



12,071Total

$
285,908


$
251,487


$
256,620     Year Ended March 31,2007


2006


2005Power semiconductors

$
207,523


$
191,105


$
195,148Integrated circuits


56,212



41,493



40,759Systems and RF power semiconductors


22,173



18,889



20,713Total

$
285,908


$
251,487


$
256,620    82




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended March 31,2007


2006


2005Net revenues:Foreign

$
129,133


$
98,939


$
99,442Domestic


156,775



152,548



157,178$
285,908


$
251,487


$
256,620Net income (loss):Foreign

$
3,278


$
11,900


$
6,504Domestic


26,941



(18,006
)


9,738$
30,219


$
(6,106
)

$
16,242   March 31,2007


2006Property, plant and equipment, net:Germany

$
18,495


$
13,154Switzerland


557



885Domestic


24,838



21,993United Kingdom


4,851



4,017Total property plant and equipment

$
48,741


$
40,049   14.
    Subsequent
    Event:   83




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Selected
    Quarterly Financial Data (unaudited)
  Fiscal
    Year Ended March 31, 2007(1)(2)
  Three Months EndedMarch 31,


December 31,


September 30,


June 30,2007


2006


2006


2006(In thousands, except per share amounts)Net revenues

$
74,018


$
72,274


$
71,875


$
67,741Gross profit


17,850



22,477



22,120



21,884Operating income


1,389



403



6,188



41,547Net income

$
2,241


$
(106
)

$
3,788


$
24,296Net income per share 
    basic

$
0.07


$
0.00


$
0.11


$
0.71Net income per share 
    diluted

$
0.07


$
0.00


$
0.11


$
0.68Weighted average shares used in
    per share calculationBasic


32,659



33,264



33,929



34,172Diluted


33,923



33,264



35,124



35,575   Fiscal
    Year Ended March 31, 2006
  Three Months EndedMarch 31,


December 31,


September 30,


June 30,2006


2005


2005


2005(In thousands, except per share amounts)Net revenues

$
64,425


$
60,336


$
63,385


$
63,341Gross profit


20,382



18,937



21,231



21,145Operating income (loss)


14,246



(46,230
)


7,243



7,732Net income (loss)

$
30,301


$
(47,090
)

$
5,544


$
5,139Basic net income (loss) per share
    applicable to common stockholder

$
0.89


$
(1.40
)

$
0.17


$
0.15Diluted net income (loss) per
    share applicable to common stockholder

$
0.85


$
(1.40
)

$
0.16


$
0.14Weighted average shares used in
    per share calculationBasic


34,015



33,593



33,525



33,416Diluted


35,792



33,593



35,758



35,985     (1)
    
    The Company adopted the provisions of SFAS 123(R) in fiscal
    2007. Results for fiscal 2006 do not include the effects of
    share-based compensation. For further information, see
    Note 2, Summary of Significant Accounting
    Policies and Note 3, Employee Equity Incentive
    Plans in the Notes to Consolidated Financial Statements.(2)
    
    IXYS has adjusted the preliminary consolidated financial
    information for the quarter and year ended March 31, 2007,
    announced on May 24, 2007, to reflect an increase of
    $1.5 million in net income. The adjustments were made to
    reflect changes in estimates relating to the provision for
    income taxes made in the first quarter and to reverse the
    accrual of bonuses for the executive officers. As a consequence
    of these adjustments, the Companys net income for the
    quarter ended March 31, 2007 increased to
    $2.2 million, or $0.07 per share on a diluted basis, and
    the Companys net income for fiscal 2007 increased to
    $30.2 million, or $0.87 per share on a diluted basis. 84




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rule 13a-15(e)
  Managements
    Report on Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f). Internal
    Control-Integrated Framework,
    Changes
    in Internal Control over Financial Reporting
       85




---



##### Table of Contents



Inherent
    Limitations on Effectiveness of Controls
   86




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm on Internal
    Control over Financial Reporting
                    87




---



##### Table of Contents



Item 9B.
    Other
    Information   PART III  Item 10.
    Directors
    and Executive Officers of the Registrant    Code of
    Ethics
  www.ixys.com
  Form 8-K Form 8-K
  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   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules               88




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##### Table of Contents



Exhibit

Title3
.1

Amended and Restated Certificate
    of Incorporation of the Registrant, 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 the
    Registrant (filed on November 14, 2002 as Exhibit 3.2
    to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.1*

Second Amended Executive
    Employment Agreement, dated as of February 1, 2004, by and
    between IXYS Corporation (IXYS) and Nathan Zommer
    (filed on June 14, 2004 as Exhibit 10.1 to the Annual
    Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.2

Wafer Foundry Agreement, dated as
    of June 21, 1995, as amended on March 28, 1996 and
    March 13, 1998, by and between IXYS and Samsung Electronics
    Co. (filed on June 29, 1998 as Exhibit 10.3 to
    Amendment No. 1 the Registration Statement on
    Form S-4
    of Paradigm Technology, Inc.
    (No. 333-57003)
    and incorporated herein by reference).10
.3

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
.4

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
.5*

Indemnity Agreement, dated
    November 20, 1999, by and between IXYS and Nathan Zommer
    (filed on June 28, 2001 as Exhibit 10.7 to the Annual
    Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.6*

Indemnity Agreement, dated
    November 20, 1999, by and between IXYS and Samuel Kory
    (filed on June 28, 2001 as Exhibit 10.10 to the Annual
    Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.7*

Indemnity Agreement, dated
    November 20, 1999, by and between IXYS and Peter Ingram
    (filed on June 28, 2001 as Exhibit 10.12 to the Annual
    Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.8*

Indemnity Agreement, dated
    August 4, 2000, by and between IXYS and Donald L. Feucht
    (filed on June 28, 2001 as Exhibit 10.13 to the Annual
    Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.9*

Indemnity Agreement, dated
    August 4, 2000, by and between IXYS and S. Joon Lee (filed
    on June 28, 2001 as Exhibit 10.14 to the Annual Report
    on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.10*

Indemnity Agreement, dated
    December 9, 2004, by and between IXYS and Uzi Sasson (filed
    on February 11, 2005 as Exhibit 10.2 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.11*

Indemnity Agreement, dated
    August 25, 2006, by and between IXYS and David L. Millstein
    (filed on August 30, 2007 as Exhibit 10.2 to the Current
    Report on Form
    8-K
    (No. 000-26124) and incorporated herein by reference).10
.12*

The Paradigm 1994 Stock Option
    Plan, as amended (filed on February 16, 1999 as
    Exhibit 10.2 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.13*

The IXYS 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
.14*

The IXYS 1999 Employee Stock
    Purchase Plan (filed on July 8, 1999 as Exhibit 10.11
    to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference). 89




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##### Table of Contents



Exhibit

Title10
.15*

The IXYS 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
.16*

Form of Stock Option Agreement for
    the 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
.17*

Form of Restricted Stock Unit
    Award Agreement for the 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
.18*

Form of Stock Option Agreement for
    the 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
.19*

Form of Stock Option Agreement for
    the 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
.20*

Form of Stock Option Agreement for
    the 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
.21*

Form of Stock Option Agreement for
    the 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
.22*

Form of Stock Option Agreement for
    the 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
.23*

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
.24*

Form of Restricted Stock Unit
    Award Agreement with Change of Control Vesting (filed on
    August 30, 2007 as Exhibit 10.1 to the Current Report on
    Form 8-K
    (No. 000-26124) and incorporated herein by reference).10
.25*

Agreement for Purchase and Sale of
    1590 Buckeye Drive, Milpitas, California dated January 31,
    2007 by and between Barber Lane Associates LP and IXYS (filed on
    February 7, 2007 as Exhibit 10.1 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.26*

Description of elements of
    compensation of executive officers.10
.27*

Summary of outside director
    compensation.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 compensation plan or arrangement.     90




---



##### Table of Contents



SIGNATURES
      By:
    /s/  Nathan
    Zommer   Chairman of the Board, President and
 Chief Executive Officer
 (Principal Executive Officer)
    POWER OF
    ATTORNEY
      Signature

Title

Date/s/  Nathan
    ZommerNathan
    Zommer

Chairman of the Board, President
    and
    Chief Executive Officer (Principal
    Executive Officer)

June 14, 2007/s/  Uzi
    SassonUzi
    Sasson

Chief Operating Officer,
    Chief Financial Officer and Vice President
    of Finance (Principal Financial Officer
    and Principal Accounting Officer)

June 14, 2007/s/  Donald
    L. FeuchtDonald
    L. Feucht

Director

June 14, 2007/s/  Samuel
    KorySamuel
    Kory

Director

June 14, 2007/s/  S.
    Joon LeeS.
    Joon Lee

Director

June 14, 2007 91




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##### Table of Contents



Signature

Title

Date/s/  David
    L. MillsteinDavid
    L. Millstein

Director

June 14, 2007/s/  Timothy
    A.  RichardsonTimothy
    A.  Richardson

Director

June 14, 2007/s/  James
    M. ThornburnJames
    M. Thornburn

Director

June 14, 2007  92




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##### Table of Contents



Exhibit Index
  Exhibit

Title3
.1

Amended and Restated Certificate
    of Incorporation of the Registrant, 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 the
    Registrant (filed on November 14, 2002 as Exhibit 3.2
    to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.1*

Second Amended Executive
    Employment Agreement, dated as of February 1, 2004, by and
    between IXYS Corporation (IXYS) and Nathan Zommer
    (filed on June 14, 2004 as Exhibit 10.1 to the Annual
    Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.2

Wafer Foundry Agreement, dated as
    of June 21, 1995, as amended on March 28, 1996 and
    March 13, 1998, by and between IXYS and Samsung Electronics
    Co. (filed on June 29, 1998 as Exhibit 10.3 to
    Amendment No. 1 the Registration Statement on
    Form S-4
    of Paradigm Technology, Inc.
    (No. 333-57003)
    and incorporated herein by reference).10
.3

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
.4

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
.5*

Indemnity Agreement, dated
    November 20, 1999, by and between IXYS and Nathan Zommer
    (filed on June 28, 2001 as Exhibit 10.7 to the Annual
    Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.6*

Indemnity Agreement, dated
    November 20, 1999, by and between IXYS and Samuel Kory
    (filed on June 28, 2001 as Exhibit 10.10 to the Annual
    Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.7*

Indemnity Agreement, dated
    November 20, 1999, by and between IXYS and Peter Ingram
    (filed on June 28, 2001 as Exhibit 10.12 to the Annual
    Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.8*

Indemnity Agreement, dated
    August 4, 2000, by and between IXYS and Donald L. Feucht
    (filed on June 28, 2001 as Exhibit 10.13 to the Annual
    Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.9*

Indemnity Agreement, dated
    August 4, 2000, by and between IXYS and S. Joon Lee (filed
    on June 28, 2001 as Exhibit 10.14 to the Annual Report
    on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.10*

Indemnity Agreement, dated
    December 9, 2004, by and between IXYS and Uzi Sasson (filed
    on February 11, 2005 as Exhibit 10.2 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.11*

Indemnity Agreement, dated
    August 25, 2006, by and between IXYS and David L. Millstein
    (filed on August 30, 2007 as Exhibit 10.2 to the Current
    Report on Form
    8-K
    (No. 000-26124) and incorporated herein by reference).10
.12*

The Paradigm 1994 Stock Option
    Plan, as amended (filed on February 16, 1999 as
    Exhibit 10.2 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.13*

The IXYS 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
.14*

The IXYS 1999 Employee Stock
    Purchase Plan (filed on July 8, 1999 as Exhibit 10.11
    to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.15*

The IXYS 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
.16*

Form of Stock Option Agreement for
    the 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).




---



##### Table of Contents



Exhibit

Title10
.17*

Form of Restricted Stock Unit
    Award Agreement for the 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
.18*

Form of Stock Option Agreement for
    the 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
.19*

Form of Stock Option Agreement for
    the 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
.20*

Form of Stock Option Agreement for
    the 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
.21*

Form of Stock Option Agreement for
    the 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
.22*

Form of Stock Option Agreement for
    the 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
.23*

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
.24*

Form of Restricted Stock Unit
    Award Agreement with Change of Control Vesting (filed on
    August 30, 2007 as Exhibit 10.1 to the Current Report on
    Form 8-K
    (No. 000-26124) and incorporated herein by reference).10
.25*

Agreement for Purchase and Sale of
    1590 Buckeye Drive, Milpitas, California dated January 31,
    2007 by and between Barber Lane Associates LP and IXYS (filed on
    February 7, 2007 as Exhibit 10.1 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.26*

Description of elements of
    compensation of executive officers.10
.27*

Summary of outside director
    compensation.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 compensation plan or arrangement.