##### 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, 2008oro

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

77-0140882(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   1590 Buckeye Drive
 Milpitas, California
    95035-7418
 (Address of principal executive
    offices and zip code)
  (408) 457-9000
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Common stock, par value $.01
    per share

The NASDAQ Global
    Market(Title of Each Class)

(Name of Each Exchange on Which Registered)   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
    þ o
  Regulation S-K Form 10-K Form 10-K.  Yes o þ
    Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company 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, 2008
  TABLE OF CONTENTS
   PagePART IItem 1.


Business


3Item 1A.


Risk Factors


11Item 1B.


Unresolved Staff Comments


24Item 2.


Properties


24Item 3.


Legal Proceedings


24Item 4.


Submission of Matters to a Vote of Security
    Holders


25Executive Officers of the Registrant


25PART IIItem 5.


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


26Item 6.


Selected Financial Data


28Item 7.


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


29Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


42Item 8.


Financial Statements and Supplementary Data


44Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


81Item 9A.


Controls and Procedures


81Item 9B.


Other Information


83PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


83Item 11.


Executive Compensation


83Item 12.


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


83Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


83Item 14.


Principal Accounting Fees and Services


83PART IVItem 15.


Exhibits and Financial Statement Schedules


84EXHIBIT 10.3EXHIBIT 10.4EXHIBIT 10.17EXHIBIT 10.18EXHIBIT 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    Form 10-K
        
    power conversion systems, including uninterruptible power
    supplies, or UPS, and switch mode power supplies, or SMPS, for
    applications such as communications infrastructure, including
    wireless base stations, network servers and telecommunication
    switching stations;
    motor drives for industrial applications, such as industrial
    transportation, robotics, automation and process control
    equipment;
    medical electronics for sophisticated applications, such as
    defibrillators and MRI equipment; and
    renewable energy sources 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;
    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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Power
    Semiconductors
    Power
    MOS Transistors.
    Power
    MOSFETs.
    IGBTs.
      Bipolar
    Products.
    Rectifiers.
   5




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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
   6




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Systems
    and Other Products
    Products
    and Applications
    Category

IXYS Products

End User ApplicationsPower Conversion Systems

FRED

SMPS and UPS for:IGBT

Wireless base stationsModule

Internet facilitiesMOSFET

Storage area networksRectifier

RF generatorsIC Driver

Renewable energy systemsMotor Drives

FRED

AutomationIGBT

RoboticsModule

Process control equipmentMOSFET

Machine toolsThyristor

Electric trainsIC DriverMedical Electronics

IGBT

DefibrillatorsMOSFET

Medical imaging devicesThyristor

Laser power suppliesIC

UltrasoundGaAs FETTelecommunications

SSR

Point-of-sale terminalsLCAS

ModemsGaAs FET

Set top boxesDAA

Wireless base stationsCentral officeDisplay

MOSFET

Plasma display panelsIC driver

Flexible displays     Sales and
    Marketing
   7




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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.
    developing ICs for telecommunications and flexible display
    drivers.    Patents
    and Other Intellectual Property Rights
   8




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Manufacturing
    and Facilities
    Wafer
    Fabrication.
          Form 10-K, Form 10-K, Form 10-K,
 9




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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
   10




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just-in-time
  Employees
    Seasonality
    Available
    Information
  http://www.IXYS.com, Form 10-K, Form 10-Q Form 8-K, Form 10-K. 408-457-9000 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.
   11




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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.
    We
    order materials and commence production in advance of
    anticipated customer demand. Therefore, revenue shortfalls may
    also result in inventory write downs.
  just-in-time
  Our
    international operations expose us to material
    risks.
   12




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
    foreign currency fluctuations;
    longer payment cycles;
    challenges in collecting accounts receivable;
    changes in the laws, regulations or policies of the countries in
    which we manufacture or sell our products;
    trade restrictions;
    cultural and language differences;
    employment regulations;
    limited infrastructure in emerging markets;
    transportation delays;
    seasonal reduction in business activities;
    work stoppages;
    labor and union disputes;
    terrorist attack or war; and
    economic or political instability.      The
    semiconductor industry is cyclical, and an industry downturn
    could adversely affect our operating results.
    
    changes in product mix in response to changes in demand;
    alternating periods of overcapacity and production shortages,
    including shortages of raw materials;
    cyclical demand for semiconductors;
    significant price erosion;
    variations in manufacturing costs and yields; 13




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
    rapid technological change and the introduction of new
    products; and
    significant expenditures for capital equipment and product
    development.    Fluctuations
    in the mix of products sold may adversely affect our financial
    results.
  start-up
  We may
    not be able to increase production capacity to meet the present
    and future demand for our products.
    Semiconductors
    for inclusion in consumer products have short product life
    cycles.
      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; 14




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
    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;
    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.
     15




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
    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.    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.    Increasing
    raw material prices could impact our
    profitability.
    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.   16




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Our
    revenues are dependent upon our products being designed into our
    customers products.
    We
    could be harmed by intellectual property
    litigation.
      We may
    not be able to protect our intellectual property rights
    adequately.
    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.
   17




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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;
    technical support and service;
    design and introduction of new products;
    market acceptance of our products and those of our
    customers; and
    breadth of product line.      We
    rely on our distributors and sales representatives to sell many
    of our products.
   18




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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.
         19




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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.      We
    depend on a limited number of suppliers for our substrates, most
    of whom we do not have long-term agreements with.
    Costs
    related to product defects and errata may harm our results of
    operations and business.
    
    writing off the value of inventory of defective products;
    disposing of defective products that cannot be fixed;
    recalling defective products that have been shipped to customers;
    providing product replacements for, or modifications to,
    defective products; and/or
    defending against litigation related to defective products.   20




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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.
    If our
    goodwill or long-lived assets become impaired, we may be
    required to record a significant charge to
    earnings.
    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
     21




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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.
    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.
   22




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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;
    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.
   23




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Item 1B.
    Unresolved
    Staff Comments    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 distributionMilpitas, California


51,000


(1)

Corporate headquarters, research and development, sales and
    distribution     (1)
    
    Owned, not leased.    Item 3.
    Legal
    Proceedings     24




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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


60


Chairman of the Board, President and Chief Executive OfficerUzi Sasson


45


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


59


President of European Operations     Nathan Zommer.
  Uzi Sasson.
  Peter H. Ingram.
 25




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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, 2008First Quarter

$
10.67


$
8.34Second Quarter

$
10.96


$
8.31Third Quarter

$
11.57


$
7.45Fourth Quarter

$
8.17


$
6.20Fiscal year ending March 31, 2007First Quarter

$
10.60


$
8.87Second Quarter

$
9.89


$
8.10Third Quarter

$
10.45


$
8.26Fourth Quarter

$
10.74


$
7.92     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 ProgramsJanuary 1, 2008  January 31, 2008







(1)






215,976
(2)February 1, 2008  February 29, 2008







(1)






215,976March 1, 2008  March 31, 2008


77,163


$
6.52



77,163



138,813Total


77,163


$
6.52



77,163     (1)
    
    Not applicable.(2)
    
    The current stock purchase program was approved on
    February 27, 2007 and will expire on June 15, 2008.
    The purchase of up to 2,000,000 shares of common stock was
    approved. 26




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Stock
    Performance Graph
    
 27




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Item 6.
    Selected
    Financial Data  Form 10-K. Form 10-K. Form 10-K.
  Years Ended March 31,2008


2007(1)


2006


2005


2004(2)(In thousands, except per share amounts)Statement of operations data:Net revenues

$
304,456


$
285,908


$
251,487


$
256,620


$
187,442Cost of goods sold


217,332



201,577



169,792



176,710



143,948Gross profit


87,124



84,331



81,695



79,910



43,494Operating expenses:Research, development and engineering


21,124



20,105



17,523



18,574



15,811Selling, general and administrative


42,093



44,134



38,371



35,707



32,742Litigation provision


(12,957
)


(29,435
)


42,810







Total operating expenses


50,260



34,804



98,704



54,281



48,553Operating income (loss)


36,864



49,527



(17,009
)


25,629



(5,059
)Other income (expense):Interest income, net


277



1,793



2,182



633



310Other (expense) income


(3,162
)


(3,081
)


1,810



(481
)


(1,324
)Income (loss) before income taxes


33,979



48,239



(13,017
)


25,781



(6,073
)(Provision for) benefit from income tax


(10,690
)


(18,020
)


6,911



(9,539
)


1,641Net income (loss)

$
23,289


$
30,219


$
(6,106
)

$
16,242


$
(4,432
)Net income (loss) per share  basic

$
0.73


$
0.90


$
(0.18
)

$
0.49


$
(0.14
)Weighted average shares used in per share
    calculation  basic


31,906



33,505



33,636



33,093



32,434Net income (loss) per share  diluted

$
0.71


$
0.87


$
(0.18
)

$
0.46


$
(0.14
)Weighted average shares used in per share
    calculation  diluted


33,031



34,784



33,636



35,085



32,434     (1)
    
    We began recognizing the provisions of SFAS No. 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.  28




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As of March 31,2008


2007(1)


2006


2005


2004(2)(In thousands)Selected operating data:Gross profit margin


28.6
%


29.5
%


32.5
%


31.1
%


23.2
%Depreciation and amortization

$
12,868


$
10,499


$
8,543


$
10,639


$
11,186Balance sheet data:Cash and cash equivalents

$
56,614


$
54,027


$
78,192


$
58,144


$
42,058Working capital


162,392



142,408



118,815



124,063



96,246Total assets


293,830



273,641



279,987



219,891



198,269Total long-term obligations


47,980



34,647



28,023



16,796



15,120Total stockholders equity


200,229



181,109



159,973



165,277



145,531Cash flow data:Cash provided by operating activities

$
27,955


$
1,883


$
31,143


$
23,730


$
5,679Cash used in investing activities


(10,737
)


(8,865
)


(20,756
)


(4,966
)


(1,929
)Cash (used in) provided by financing activities


(18,579
)


(20,093
)


11,214



(2,734
)


(2,311
)     (1)
    
    We began recognizing the provisions of SFAS No. 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.  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, except as
    may be required by law.
  Overview
           29




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ramp-up
  Critical
    Accounting Policies and Significant Management
    Estimates
      Revenue recognition.
     30




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Allowance for sales returns.
  Allowance for stock rotation.
  Allowance for ship and debit.
 31




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Balance March 31, 2005

$
553Additions


2,300Deductions


(2,400
)Balance March 31, 2006


453Additions


3,903Deductions


(4,119
)Balance March 31, 2007


237Additions


2,417Deductions


(2,309
)Balance March 31, 2008

$
345   Allowance for doubtful accounts.
  Inventories. first-in-first-out
   32




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Balance 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


18,829Sale of excess inventory


(1,831
)Scrap of excess inventory


(2,868
)Balance of excess inventory


14,130Additional accrual of excess inventory


5,120Balance at March 31, 2008

$
19,250          33




---



##### Table of Contents



Form 10-K.
  Income tax:
      Defined benefit plans.
 34




---



##### Table of Contents



Accounting
    Changes
    Recent
    Accounting Developments
    157-1, (FSP 157-1) FSP 157-2, (FSP 157-2). FSP 157-1 FSP 157-2 SFAS No. 157-1 No. 157-2
       35




---



##### Table of Contents



Results
    of Operations
    Years Ended March 31,2008


% Change


2007


% Change


2006(000)





(000)





(000)Net revenues

$
304,456



6.5


$
285,908



13.7


$
251,487Cost of goods sold


217,332



7.8



201,577



18.7



169,792Gross profit

$
87,124



3.3


$
84,331



3.2


$
81,695Operating expenses:Research, development and engineering

$
21,124



5.1


$
20,105



14.7


$
17,523Selling, general and administrative


42,093



(4.6
)


44,134



15.0



38,371Litigation provision


(12,957
)


56.0



(29,435
)


(168.8
)


42,810Total operating expenses

$
50,260



44.4


$
34,804



(64.7
)

$
98,704     Years Ending March 31,2008


2007


2006% of Net


% of Net


% of NetRevenues


Revenues


RevenuesNet revenues


100.0



100.0



100.0Cost of goods sold


71.4



70.5



67.5Gross profit


28.6



29.5



32.5Operating expenses:Research, development and engineering


6.9



7.0



7.0Selling, general and administrative


13.8



15.4



15.3Litigation provision


(4.3
)


(10.2
)


17.0Total operating expenses


16.4



12.2



39.3Operating income (loss)


12.2



17.3



(6.8
)Other income (expense), net


(0.9
)


(0.4
)


1.6Income (loss) before income tax


11.3



16.9



(5.2
)(Provision for) benefit from income tax


(3.5
)


(6.3
)


2.7Net income (loss)


7.8



10.6



(2.5
)  36




---



##### Table of Contents



Revenues
    Year Ended March 31,2008


% Change


2007


% Change


2006(000)





(000)





(000)Power Semiconductors

$
236,599



14.0


$
207,523



8.6


$
191,105ICs


41,097



(26.9
)


56,212



35.5



41,493Systems and RF Power Semiconductors


26,760



20.7



22,173



17.4



18,889Total

$
304,456



6.5


$
285,908



13.7


$
251,487   Average
    Selling Price (ASP)
    Year Ended March 31,2008


% Change


2007


% Change


2006Power Semiconductors

$
1.97



0.5


$
1.96



(13.7
)

$
2.27ICs

$
0.77



60.4


$
0.48



(42.2
)

$
0.83Systems and RF Power Semiconductors

$
17.19



22.6


$
14.02



8.4


$
12.94   Units
  Year Ended March 31,2008


% Change


2007


% Change


2006(000)





(000)





(000)Power Semiconductors


120,290



13.7



105,820



25.8



84,117ICs


53,482



(53.9
)


116,079



132.3



49,970Systems and RF Power Semiconductors


1,557



(1.6
)


1,582



8.4



1,460Total


175,329



(21.5
)


223,481



64.9



135,547        37




---



##### Table of Contents



Gross
    Profit.
     38




---



##### Table of Contents



Research,
    Development and Engineering.
    Selling,
    General and Administrative.
    Litigation
    Provision.
    Other
    Income (Expense), Net.
     39




---



##### Table of Contents



Provision
    for (Benefit from) Income Taxes.
    Liquidity
    and Capital Resources
               40




---



##### Table of Contents



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








After 5Contractual Obligations(1)

Total


1 Year


1-3 Years


4-5 Years


YearsLong term debt(2)

$
20,445


$
1,286


$
9,422


$
2,105


$
7,632Capital lease obligations(3)


12,945



5,475



6,754



716



Operating lease obligations


11,263



1,626



2,054



1,428



6,155Inventory purchase obligations(4)


21,607



10,357



6,000



5,250



Total

$
66,260


$
18,744


$
24,230


$
9,499


$
13,787     (1)
    
    Contractual obligations shown in the table above exclude benefit
    payments to participants of our defined benefit pension plans.
    We summarize the estimated benefit payments to be made by the
    plans over the next ten years in Note 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.(2)
    
    Includes borrowing where the repayment terms are to be
    renegotiated in fiscal 2011.(3)
    
    Includes anticipated interest payments totaling $1,032,000. 41




---



##### Table of Contents



(4)
    
    Represents commitments for purchase of inventory and property
    and equipment. These were not recorded as liabilities on our
    Consolidated Balance Sheet as of March 31, 2008, as we had
    not yet received the related goods or taken title to the
    property.  Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk                3-month
 42




---



##### Table of Contents



43




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                    44




---



##### Table of Contents



IXYS
    CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
  March 31,2008


2007(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
56,614


$
54,027Restricted cash


620



169Accounts receivable, net of allowances of $1,712 in 2008 and
    $2,847 in 2007


50,270



42,519Inventories


86,516



85,965Prepaid expenses and other current assets


6,415



3,268Deferred income taxes


7,578



14,345Total current assets


208,013



200,293Property, plant and equipment, net


58,033



48,741Other assets


8,593



5,319Deferred income taxes


13,546



12,827Goodwill


5,645



6,461Total assets

$
293,830


$
273,641LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of capitalized lease obligations

$
4,890


$
3,686Current portion of loans payable


1,286



1,012Accounts payable


21,489



19,926Accrued expenses and other liabilities


17,956



19,081Litigation reserve






14,180Total current liabilities


45,621



57,885Long term income tax payable


4,570



Capitalized lease obligations, net of current portion


7,023



6,660Long term loans, net of current portion


19,159



11,112Pension liabilities


17,228



16,875Total liabilities


93,601



92,532Commitments 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; 35,403,630 issued and
    31,086,159 outstanding and 35,031,947 issued and 32,512,039
    outstanding at March 31, 2008 and 2007, respectively


354



350Additional paid-in capital


170,043



165,889Treasury stock, at cost: 4,317,471 and 2,519,908 common shares
    at March 31, 2008 and 2007, respectively


(37,918
)


(22,851
)Retained earnings


50,494



29,605Accumulated other comprehensive income


17,256



8,116Total stockholders equity


200,229



181,109Total liabilities and stockholders equity

$
293,830


$
273,641    45




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##### Table of Contents



IXYS
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended March 31,2008


2007


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

$
304,456


$
285,908


$
251,487Cost of goods sold


217,332



201,577



169,792Gross profit


87,124



84,331



81,695Operating expenses:Research, development and engineering


21,124



20,105



17,523Selling, general and administrative


42,093



44,134



38,371Litigation provision


(12,957
)


(29,435
)


42,810Total operating expenses


50,260



34,804



98,704Operating income (loss)


36,864



49,527



(17,009
)Other income (expense):Interest income


2,121



2,813



2,504Interest expense


(1,844
)


(1,020
)


(322
)Other (expense) income, net


(3,162
)


(3,081
)


1,810Income (loss) before income tax


33,979



48,239



(13,017
)(Provision for) benefit from income tax


(10,690
)


(18,020
)


6,911Net income (loss)

$
23,289


$
30,219


$
(6,106
)Net income (loss) per share  basic

$
0.73


$
0.90


$
(0.18
)Weighted average shares used in per share
    calculation  basic


31,906



33,505



33,636Net income (loss) per share  diluted

$
0.71


$
0.87


$
(0.18
)Weighted average shares used in per share
    calculation  diluted


33,031



34,784



33,636    46




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##### Table of Contents



IXYS
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
  Year Ended March 31,2008


2007


2006(In thousands)Net income (loss)

$
23,289


$
30,219


$
(6,106
)Other comprehensive income (loss):Unrealized (loss) gain on available-for-sale investments
    securities, net of taxes, $(263) in 2008, $447 in 2007 and $0 in
    2006


(286
)


317



327Change in pension liability, net of taxes, $148 in 2008, $875 in
    2007 and $646 in 2006


(353
)


(1,588
)


(1,159
)Foreign currency translation adjustments


9,779



5,752



(3,517
)Comprehensive income (loss)

$
32,429


$
34,700


$
(10,455
)  47




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##### Table of Contents






IXYS
    CORPORATION
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
  AccumulatedRetained Earnings


OtherAdditional


Treasury


Treasury


Notes Receivable


(Accumulated


Comprehensive


Total StockholdersShares


Amount


Paid-in Capital


Shares


Amount


from Stockholders


Deficit)


Income


Equity(In thousands)Balances, March 31, 2005


33,586



336



153,372



227



(1,552
)


(355
)


5,492



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, 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 investments net 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, March 31, 2007


35,032


$
350


$
165,889



2,520


$
(22,851
)

$



$
29,605


$
8,116


$
181,109    48




---



##### Table of Contents



IXYS
    CORPORATION
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
  AccumulatedRetained Earnings


OtherAdditional


Treasury


Treasury


Notes Receivable


(Accumulated


Comprehensive


Total StockholdersShares


Amount


Paid-in Capital


Shares


Amount


from Stockholders


Deficit)


Income


Equity(In thousands)Balances, March 31, 2007


35,032


$
350


$
165,889



2,520


$
(22,851
)

$



$
29,605


$
8,116



181,109Stock grants and exercise of stock options


239



3



1,080























1,083Issuance of common stock under employee stock purchase plan


93



1



669























670Share-based compensation


40







2,164























2,164Tax benefit on employee equity incentive plan










241























241Purchase of treasury stock














1,798



(15,067
)














(15,067
)Unrealized loss on available-for-sale investments net of taxes






























(286
)


(286
)Foreign currency translation adjustments






























9,779



9,779Minimum pension liability, net of taxes






























(353
)


(353
)FIN 48 related earnings adjustment


























(2,400
)






(2,400
)Net income


























23,289







23,289Balances, March 31, 2008


35,404


$
354


$
170,043



4,318


$
(37,918
)

$



$
50,494


$
17,256


$
200,229    49




---



##### Table of Contents





IXYS
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended March 31,2008


2007


2006(In thousands)Cash flows from operating activities:Net income (loss)

$
23,289


$
30,219


$
(6,106
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


12,868



10,499



8,543Provision for receivables allowances


3,201



11,745



5,578Net change in inventory reserves


3,284



1,581



6,434Change in litigation provision


(12,957
)


(29,435
)


42,810Foreign currency adjustments on intercompany amounts


1,006



491



194Deferred income taxes


7,313



16,247



(14,426
)Excess tax benefit from stock-based compensation


(241
)


(554
)


Tax benefit from employee equity incentive plans










2,465Compensation expense for notes from stockholders










4Stock based compensation


2,164



2,009



(Gain) on disposal of investments


(882
)


(631
)


Loss (gain) on disposal of plant and equipment


(5
)


100



(2
)Changes in operating assets and liabilities:Accounts receivable


(8,099
)


(9,534
)


(9,515
)Inventories


940



(23,824
)


(17,078
)Prepaid expenses and other current assets


196



1,017



1,371Other assets


(259
)


334



826Accounts payable


234



(1,577
)


7,805Accrued expenses and other liabilities


(3,185
)


(6,406
)


1,256Pension liabilities


(912
)


(398
)


984Net cash provided by operating activities


27,955



1,883



31,143Cash flows from investing activities:Change in restricted cash


(451
)


144



(159
)Purchases of investments


(4,012
)


(239
)


(2,081
)Purchases of plant and equipment


(7,236
)


(9,478
)


(18,613
)Proceeds from sale of investments


962



708



Proceeds from sale of plant and equipment










97Net cash used in investing activities


(10,737
)


(8,865
)


(20,756
)Cash flows from financing activities:Principal payments on capital lease obligations


(4,365
)


(3,495
)


(3,204
)Proceeds from loans










12,344Repayment of loans


(1,141
)


(1,025
)


(608
)Excess tax benefit from stock-based compensation


241



554



Purchases of treasury stock


(15,067
)


(18,397
)


(2,902
)Proceeds from employee equity plans


1,753



2,211



5,280Proceeds from collection of notes from stockholders






59



304Net cash (used in) provided by financing activities


(18,579
)


(20,093
)


11,214Effect of exchange rate fluctuations on cash and cash equivalents


3,948



2,910



(1,553
)Net increase (decrease) in cash and cash equivalents


2,587



(24,165
)


20,048Cash and cash equivalents at beginning of the year


54,027



78,192



58,144Cash and cash equivalents at end of the year

$
56,614


$
54,027


$
78,192Supplemental Disclosure of Cash Flow InformationCash paid during the period for interest

$
1,454


$
1,018


$
322Cash paid during the period for income taxes

$
7,000


$
8,786


$
1,008Supplemental Disclosure of Noncash Investing and Financing
    ActivitiesFixed assets acquired under capital leases and loans

$
12,011


$
7,666


$
2,508    50




---



##### 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:
     51




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Allowance for sales returns.
  Allowance for stock rotation.
  Allowance for ship and debit.
 52




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Balance March 31, 2005

$
553Additions


2,300Deductions


(2,400
)Balance March 31, 2006


453Additions


3,903Deductions


(4,119
)Balance March 31, 2007


237Additions


2,417Deductions


(2,309
)Balance March 31, 2008

$
345   Nonrecurring engineering
    (NRE):
    Trade accounts receivable and allowance for doubtful
    accounts.
 53




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash
    and Cash Equivalents:
    Restricted
    Cash:
    Inventories:
  first-in-first-out
     54




---



##### Table of Contents



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


18,829Sale of excess inventory


(1,831
)Scrap of excess inventory


(2,868
)Balance of excess inventory


14,130Additional accrual of excess inventory


5,120Balance at March 31, 2008

$
19,250           Property,
    Plant and Equipment:
   55




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Treasury
    Stock:
    Other
    Assets:
     56




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Goodwill
    and Intangible Assets:
        Foreign
    Exchange Contracts:
    Defined
    Benefit Plans:
   57




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair
    Value of Financial Instruments:
    Advertising:
    Research
    and Development:
    Income
    Taxes:
      Other
    Income and Expense:
    Indemnification:
   58




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Legal
    Contingencies:
    Net
    Income (Loss) per Share:
    Accumulated
    Other Comprehensive Income:
    Concentration
    and Business Risks:
  Dependence
    on Third Parties for Wafer Fabrication and Assembly:
   59




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Dependence
    on Suppliers:
    Employees
    Covered by Collective Bargaining Arrangements:
    Concentration
    of Credit Risk:
          Stock-Based
    Compensation Plans:
     60




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Bulletin 97-1 (FTB 97-1),
  Recent
    Accounting Developments
    157-1, (FSP 157-1) FSP 157-2, (FSP 157-2). FSP 157-1 FSP 157-2 SFAS No. 157-1 No. 157-2
         61




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    Employee
    Equity Incentive Plans  Stock
    Purchase and Stock Option Plans:
  Stock
    Options
      Employee
    Stock Purchase Plan
    Restricted
    Stock Units
    Stock
    Bonuses
    Fair
    Value of Stock Compensation:
   62




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Bulletin 97-1 97-1),
      Income
    Statement Classifications
  Year Ended March 31,2008


2007


2006Selling, general and administrative expenses

$
2,164


$
2,009


$
Share-based compensation effect on income before taxes


2,164



2,009



Benefit from income taxes


639



312



Net share-based compensation effects on net income

$
1,525


$
1,697


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

$
0.05


$
0.05


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

$
0.05


$
0.05


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

$
(241
)

$
(554
)

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

$
241


$
554


$
    63




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedMarch 31,2006Net loss, as reported

$
(6,106
)Less: Total stock-based compensation determined under fair value
    based methods for all awards to employees, net of tax


(4,235
)Pro forma net loss

$
(10,341
)Reported net loss per share  basic

$
(0.18
)Pro forma net loss per share  basic

$
(0.31
)Reported net loss per share  diluted

$
(0.18
)Pro forma net loss per share  diluted

$
(0.31
)     Employee StockStock Options


Purchase PlanYear Ended March 31,


Year Ended March 31,2008


2007


2006(1)


2008


2007


2006(1)Weighted average estimated per share fair value of grant

$
4.11


$
4.21


$
6.68


$
2.89


$
4.11


$
3.59Risk-free interest rate


4.6
%


4.9
%


3.9
%


4.8
%


4.5
%


2.4
%Expected term (in years)


4.3



3.7



4.0



0.5



0.5



0.5Volatility


48.7
%


54.0
%


63.0
%


44.3
%


53.0
%


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 No. 123.       64




---



##### Table of Contents



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


Weighted AverageShares Available


Number of


Intrinsic


Exercise Pricefor Grant


Shares


Value(1)(2)


per Share(3)(000)Balances, March 31, 2005


3,797,858



5,197,075






$
6.68New shares authorized


1,000,000



Options granted


(804,000
)


804,000






$
13.33Options exercised






(1,003,525
)





$
4.58Stock grants


(10,000
)


Options cancelled


74,424



(74,424
)





$
7.06Options expired


78,634



(78,634
)





$
14.50Balances, March 31, 2006


4,136,916



4,844,492






$
8.09New shares authorized


1,000,000



Options granted


(30,000
)


30,000






$
9.36Options exercised






(250,976
)

$
925


$
6.19Stock grants


(10,000
)


Options cancelled


48,850



(48,850
)





$
7.65Options expired


20,857



(118,641
)





$
5.62Balances, March 31, 2007


5,166,623



4,456,025


$
14,528


$
8.27New shares authorized


1,000,000



Options granted


(815,200
)


815,200






$
9.32Options exercised






(238,679
)

$
941


$
4.53Stock grants






Options cancelled


73,291



(73,291
)





$
9.69Options expired


122,225



(130,438
)





$
14.00Balances, March 31, 2008


5,546,939



4,828,817


$
4,779


$
8.46Restricted Stock UnitsBalances, March 31, 2006






Granted


(158,000
)


158,000


$
1,498


$
9.48Vested






(14,148
)

$
132


$
8.94Forfeited


4,500



(4,500
)





$
9.23Balances, March 31, 2007


(153,500
)


139,352






$
9.54Granted






Vested






(40,268
)

$
401


$
9.46Forfeited


1,734



(1,734
)





$
9.35Balances, March 31, 2008


(151,766
)


97,350






$
9.58Balances, March 31, 2008


5,395,173



4,926,167     (1)
    
    For RSUs, represents value of IXYS stock on the date the
    restricted stock unit vests.(2)
    
    Except for options exercised, these amounts represent the
    difference between the exercise price and $6.83 per share, the
    closing price of IXYS stock on March 31, 2008 as reported
    on the Nasdaq Stock Market, for all
    in-the-money,
    outstanding and exercisable options.(3)
    
    For restricted stock units, represents the weighted average fair
    value per share on the date of grant. 65




---



##### 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$ 1.68 -  2.34


630,694



1.6


$
2.26



630,694


$
2.26$ 2.35 -  4.88


612,833



2.4


$
3.89



612,833


$
3.89$ 4.89 -  7.79


1,128,375



4.7


$
7.11



1,066,125


$
7.12$ 7.80 - 11.70


1,609,270



7.7


$
9.61



811,670


$
9.53$11.71 - 17.30


669,128



5.8


$
14.27



669,128


$
14.27$17.31 - 21.36


104,517



1.8


$
19.16



104,517


$
19.16$21.37 - 36.24


74,000



2.4


$
29.50



74,000


$
29.50$ 1.68 - 36.24


4,828,817



5.1


$
8.50



3,968,967


$
8.28     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, 2008

$
2,847


$
3,201


$
(4,452
)

$
116


$
1,712Year ended March 31, 2007

$
2,609


$
11,745


$
(11,577
)

$
70


$
2,847Year ended March 31, 2006

$
2,629


$
5,578


$
(5,536
)

$
(62
)

$
2,609   Inventories:
    March 31,2008


2007Raw materials

$
23,108


$
23,144Work in process


40,828



43,477Finished goods


22,580



19,344$
86,516


$
85,965  66




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property,
    Plant and Equipment:
    March 31,2008


2007Property and plant (useful life of 24 to 50 years)

$
31,269


$
22,272Equipment owned (useful life of 2 to 14 years)


76,889



68,007Equipment capital leases (useful life of 3 to 5 years)


35,207



26,004Leasehold improvements (useful life of up to 7 years)


1,258



1,003144,623



117,286Accumulated depreciation  plant, equipment owned, and
    leasehold improvements


(62,770
)


(52,753
)Accumulated amortization  equipment capital leases


(23,820
)


(15,792
)$
58,033


$
48,741     Other
    Assets:
    March 31,2008


2007Available for sale investment securities

$
3,161


$
2,913Long term equity investment


4,298



1,680Intangible assets, net of accumulated amortization of
    $7.5 million in 2008 and $6.5 million in 2007


466



390Other


668



336$
8,593


$
5,319     Accrued
    Expenses and Other Liabilities:
    March 31,2008


2007Uninvoiced goods and services

$
6,306


$
6,964Compensation and benefits


7,428



5,782Income taxes






3,884Commission, royalties, deferred revenue and other


4,222



2,451$
17,956


$
19,081  67




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    Borrowing
    Arrangements:  IKB
    Deutsche Industriebank
          LaSalle
    Bank National Association
      6.
    Commitments
    and Contingencies:  Commitments:
     68




---



##### Table of Contents



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


Operating


Inventory PurchaseFiscal Year Ending March 31,

Leases


Leases


Obligations2009

$
5,475


$
1,626


$
10,3572010


4,089



1,153



3,0002011


2,665



901



3,0002012


716



718



3,0002013






710



2,250Thereafter






6,155



Total minimum payments


12,945


$
11,263


$
21,607Less: Interest


1,03211,913Less: current portion


4,890$
7,023           Legal
    Proceedings:
    International
    Rectifier
   69




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        LoJack
    7.
    Accumulated
    Other Comprehensive Income:    Year Ended March 31,2008


2007(In thousands)Accumulated net unrealized gain on available-for-sale
    investments securities, net of taxes $184 in 2008 and $447 in
    2007

$
358


$
644Adjustments to pension liability, net of taxes of $1,667 in 2008
    and $1,519 in 2007(1)


(3,100
)


(2,747
)Accumulated foreign currency translation adjustments


19,998



10,219Total accumulated other comprehensive income

$
17,256


$
8,116     (1)
    
    In fiscal 2008, reflects changes in the unfunded status of the
    Companys pension plans, as required by
    SFAS No. 158. In fiscal 2007, reflects additional
    minimum liability, as required by SFAS No. 87. 70




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    Employee
    Savings and Retirement Plan:      9.
    Related
    Party Transactions:        10.
    Pension
    Plans:  and/or
   71




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Net
    Period Pension Cost:
    Year Ended March 31,2008


2007


2006(In thousands)Service cost

$



$
824


$
837Interest cost


2,168



1,882



1,667Expected return on plan assets


(1,782
)


(1,606
)


(1,189
)Recognized actuarial loss


123



70



54Net periodic pension expense

$
509


$
1,170


$
1,369   Net
    Amount Recognized:
  Year Ended March 31,2008


2007(In thousands)Change in projected benefit obligationProjected benefit obligation at the beginning of the year

$
41,113


$
36,944Service cost






824Interest cost


2,168



1,882Plan participants contribution






180Actuarial (gain) loss


(2,589
)


(1,037
)Benefits paid


(1,367
)


(1,834
)Foreign currency adjustment


1,968



4,154Projected benefit obligation at year end

$
41,293


$
41,113Change in plan assetsFair value of plan assets at the beginning of the year

$
24,238


$
21,743Actual (loss) return on plan assets


(503
)


136Employer contribution


819



1,034Plan participants contribution






180Benefits paid from assets


(969
)


(1,468
)Foreign currency adjustment


480



2,613Plan assets at fair value at year end

$
24,065


$
24,238Unfunded status of the plan at year end

$
(17,228
)

$
(16,875
)Pension liability recognized on the balance sheet due after one
    year

$
(17,228
)

$
(16,875
)Amounts recognized in Accumulated other comprehensive income
    (loss)Unrecognized actuarial loss (gross of taxes, $1,667 for 2008 and
    $1,519 for 2007)


4,767



4,266Amount recognized as component of stockholders
    equity  pretax

$
4,767


$
4,266Accumulated benefit obligation at year end

$
41,286


$
41,114  72




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended March 31,2008


2007Discount rate


5.7-6.5
%


4.7-5.5
%Expected long-term rate of return on assets


4.7-8.0
%


4.2-7.0
%Salary scale


1.5
%


1.5
%           Year Ended March 31,2008


2007Equity securities


80
%


81
%Debt securities


18
%


17
%Other


2
%


2
%  73




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    BenefitPaymentsYear ended:March 31, 2009

$
1,229March 31, 2010


1,271March 31, 2011


1,306March 31, 2012


1,402March 31, 2013


1,514Five fiscal years ended March 31, 2018


9,765Total benefit payments for the ten fiscal years ended
    March 31, 2018

$
16,487   11.
    Income
    Taxes:    Year Ended March 31,2008


2007


2006Domestic

$
25,774


$
42,558


$
(29,608
)International


8,205



5,681



16,591$
33,979


$
48,239


$
(13,017
)     Year Ended March 31,2008


2007


2006Current:Federal

$
1,098


$
(834
)

$
2,995State


627



325



47Foreign


1,652



2,282



4,4733,377



1,773



7,515Deferred:Federal


6,717



14,949



(13,018
)State


187



1,177



(1,168
)Foreign


409



121



(240
)7,313



16,247



(14,426
)Total income tax provision (benefit)

$
10,690


$
18,020


$
(6,911
)  74




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended March 31,2008


2007


2006Statutory federal income tax (benefit) rate


35
%


35
%


(35
)%State taxes, net of federal tax benefit


2



3



(9
)Benefit of lower tax jurisdictions


(1
)


1



5Swiss benefit


(1
)


(1
)


(6
)ETI & Section 199 deduction










(2
)Credits


(2
)


(1
)


(4
)Valuation allowance


(2
)






(3
)Permanent items


1



1



(8
)Tax reserves


1



(2
)


20True up for prior periods


(1
)


1



(10
)Share-based compensation


1



1



Other


(2
)


(1
)


(1
)Effective tax (benefit) rate


31
%


37
%


(53
)%     March 31,2008


2007Deferred tax assets:Reserves

$
5,780


$
5,309Other liabilities and accruals


1,798



9,036Total short-term deferred tax assets


7,578



14,345Other liabilities and accruals long term


2,390



Depreciable assets


478



648Net operating loss carryforward


15,418



19,488Share-based compensation


1,061



436Credits carryforward


910



1,918Intangibles arising from acquisitions


(12
)


(1,443
)27,823



35,392Less: Valuation allowance


(6,699
)


(8,220
)Net deferred tax asset

$
21,124


$
27,172    75




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                Beginning balance as of March 31, 2007 (date of adoption)

$
6,207Lapse of statute of limitations


(690
)Increases in balances related to tax positions taken during
    prior periods


320Decreases in balances related to tax positions taken during
    prior periods


(2,156
)Increases in balances related to tax positions taken during
    current period


889Balance as of March 31, 2008

$
4,570  76




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      12.
    Computation
    of Net Income (Loss) per Share:    Year Ended March 31,2008


2007


2006Basic:Weighted-average shares


31,906



33,505



33,636Net income (loss)

$
23,289


$
30,219


$
(6,106
)Net income (loss) per share

$
0.73


$
0.90


$
(0.18
)Diluted:Weighted-average shares


31,906



33,505



33,636Common equivalent shares from stock options


1,125



1,279



Weighted average shares used in diluted per share calculation


33,031



34,784



33,636Net income (loss)

$
23,289


$
30,219


$
(6,106
)Net income (loss) per share

$
0.71


$
0.87


$
(0.18
)    77




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    Segment
    and Geographic Information:    Year Ended March 31,2008


2007


2006United States

$
79,944


$
78,619


$
79,230Europe and the Middle EastGermany


44,222



37,456



29,258Italy


8,116



7,417



6,247United Kingdom


21,664



23,288



17,285Other


48,334



39,911



30,733Asia PacificKorea


18,456



21,060



30,735China


39,186



30,244



25,014Japan


9,467



9,420



7,338Other


16,596



25,008



13,033Rest of the World


18,471



13,485



12,614Total

$
304,456


$
285,908


$
251,487     Year Ended March 31,2008


2007


2006Power semiconductors

$
236,599


$
207,523


$
191,105Integrated circuits


41,097



56,212



41,493Systems and RF power semiconductors


26,760



22,173



18,889Total

$
304,456


$
285,908


$
251,487    78




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended March 31,2008


2007


2006Net revenues:Foreign

$
148,897


$
129,133


$
98,939Domestic


155,559



156,775



152,548$
304,456


$
285,908


$
251,487Net income (loss):Foreign

$
1,934


$
3,278


$
11,900Domestic


21,355



26,941



(18,006
)$
23,289


$
30,219


$
(6,106
)   March 31,2008


2007Property, plant and equipment, net:Domestic

$
30,757


$
24,838Germany


22,347



18,495United Kingdom


4,394



4,851Switzerland


535



557Total property plant and equipment

$
58,033


$
48,741   Selected
    Quarterly Financial Data (unaudited)
  Fiscal
    Year Ended March 31, 2008
  Three Months EndedMarch 31,


December 31,


September 30,


June 30,2008


2007


2007


2007(In thousands, except per share amounts)Net revenues

$
79,254


$
73,136


$
76,165


$
75,901Gross profit


23,976



20,755



20,005



22,388Operating income


14,830



4,603



6,172



11,259Net income

$
10,119


$
2,217


$
3,949


$
7,004Net income per share  basic

$
0.33


$
0.07


$
0.12


$
0.22Net income per share  diluted

$
0.32


$
0.07


$
0.12


$
0.21Weighted average shares used in per share calculationBasic


31,083



31,776



32,280



32,490Diluted


31,842



32,995



33,603



33,790  79




---



##### Table of Contents



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

$
2,241


$
(106
)

$
3,788


$
24,296Net income (loss) per share  basic

$
0.07


$
0.00


$
0.11


$
0.71Net income (loss) 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  80




---



##### 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,
  Form 10-K,
  Changes
    in Internal Control over Financial Reporting
    Inherent
    Limitations on Effectiveness of Controls
   81




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm on Internal
    Control over Financial Reporting
                     82




---



##### Table of Contents



Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Executive
    Officers
    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   83




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules                        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
    February 7, 2008 as Exhibit 3.2 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.1

Loan Agreement dated June 2, 2005 by and between IXYS
    Semiconductor GmbH and IKB Deutsche Industriebank AG (filed on
    August 12, 2005 as Exhibit 10.2 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.2

Collateral Agreement dated July 14, 2005 by and among IXYS
    Corporation, IXYS Semiconductor GmbH and IKB Deutsche
    Industriebank AG (filed on August 12, 2005 as
    Exhibit 10.3 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.3*

Form of Indemnity Agreement for directors and officers.10
.4*

List of signatories to Indemnity Agreement.10
.5*

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
.6*

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
.7*

Amended and Restated 1999 Employee Stock Purchase Plan (filed on
    November 11, 2007 as Exhibit 10.1 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.8*

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
.9*

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
.10*

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). 84




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##### Table of Contents



Exhibit

Title10
.11*

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
.12*

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
.13*

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
.14*

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
.15*

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
.16*

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
.17*

Description of elements of compensation of Nathan Zommer and Uzi
    Sasson.10
.18*

Summary of outside director compensation.10
.19*

Assumption Agreement dated August 2, 2007 by and among
    La Salle Bank National Association, Barber Lane
    Associates L.P., Menlo Equities LLC, IXYS Buckeye, LLC and IXYS
    Corporation (filed on November 11, 2007 as
    Exhibit 10.2 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.20*

Limited Guaranty dated August 2, 2007 by IXYS Corporation
    in favor of La Salle Bank National Association (filed on
    November 11, 2007 as Exhibit 10.3 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.21*

Promissory Note Secured by Deed of Trust dated December 21,
    2000 made by Barber Lane Associates L.P. (filed on
    November 11, 2007 as Exhibit 10.4 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.22*

Deed of Trust dated December 21, 2000 on 1590 Buckeye
    Drive, Milpitas, California (filed on November 11, 2007 as
    Exhibit 10.5 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).21
.1

List of Subsidiaries.23
.1

Consent of BDO Seidman, LLP.24
.1

Power of Attorney (included on the signature page).31
.1

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)
    of the Securities and Exchange Commission.31
.2

Certification of Chief Financial Officer pursuant to the
    Rule 13a-14(a)
    of the Securities and Exchange Commission.32
.1

Certification required by
    Rule 13a-14(b)
    of the Securities and Exchange Commission and Section 1350
    of Chapter 63 of Title 18 of the United States Code
    (18 U.S.C. 1350).     *
    
    Management contract or compensatory plan or arrangement.     85




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##### 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 (Director),
    President and Chief Executive Officer (Principal Executive
    Officer)

June 12, 2008/s/  Uzi
    SassonUzi
    Sasson

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

June 12, 2008/s/  Donald
    L. FeuchtDonald
    L. Feucht

Director

June 12, 2008/s/  Samuel
    KorySamuel
    Kory

Director

June 12, 2008/s/  S.
    Joon LeeS.
    Joon Lee

Director

June 12, 2008/s/  Timothy
    A. RichardsonTimothy
    A. Richardson

Director

June 12, 2008/s/  James
    M. ThorburnJames
    M. Thorburn

Director

June 12, 2008  86




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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
    February 7, 2008 as Exhibit 3.2 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.1

Loan Agreement dated June 2, 2005 by and between IXYS
    Semiconductor GmbH and IKB Deutsche Industriebank AG (filed on
    August 12, 2005 as Exhibit 10.2 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.2

Collateral Agreement dated July 14, 2005 by and among IXYS
    Corporation, IXYS Semiconductor GmbH and IKB Deutsche
    Industriebank AG (filed on August 12, 2005 as
    Exhibit 10.3 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.3*

Form of Indemnity Agreement for directors and officers.10
.4*

List of signatories to Indemnity Agreement.10
.5*

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
.6*

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
.7*

Amended and Restated 1999 Employee Stock Purchase Plan (filed on
    November 11, 2007 as Exhibit 10.1 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.8*

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
.9*

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
.10*

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
.11*

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
.12*

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
.13*

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
.14*

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
.15*

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
.16*

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
.17*

Description of elements of compensation of Nathan Zommer and Uzi
    Sasson.10
.18*

Summary of outside director compensation.10
.19*

Assumption Agreement dated August 2, 2007 by and among
    La Salle Bank National Association, Barber Lane
    Associates L.P., Menlo Equities LLC, IXYS Buckeye, LLC and IXYS
    Corporation (filed on November 11, 2007 as
    Exhibit 10.2 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).




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##### Table of Contents



Exhibit

Title10
.20*

Limited Guaranty dated August 2, 2007 by IXYS Corporation
    in favor of La Salle Bank National Association (filed on
    November 11, 2007 as Exhibit 10.3 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.21*

Promissory Note Secured by Deed of Trust dated December 21,
    2000 made by Barber Lane Associates L.P. (filed on
    November 11, 2007 as Exhibit 10.4 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.22*

Deed of Trust dated December 21, 2000 on 1590 Buckeye
    Drive, Milpitas, California (filed on November 11, 2007 as
    Exhibit 10.5 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).21
.1

List of Subsidiaries.23
.1

Consent of BDO Seidman, LLP.24
.1

Power of Attorney (included on the signature page).31
.1

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)
    of the Securities and Exchange Commission.31
.2

Certification of Chief Financial Officer pursuant to the
    Rule 13a-14(a)
    of the Securities and Exchange Commission.32
.1

Certification required by
    Rule 13a-14(b)
    of the Securities and Exchange Commission and Section 1350
    of Chapter 63 of Title 18 of the United States Code
    (18 U.S.C. 1350).     *
    
    Management contract or compensatory plan or arrangement.