##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549


Form 10-K/A

Amendment No. 1


|           |  |                                                                                                 
|---------- |  | ------------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                                 
|þ          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934    
|          
|           |  | For the fiscal year ended March 31,
    2002                                                    
|          
|or        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the transition period
    from           to                                                 

Commission file number 001-14165

IXYS Corporation

(Exact name of Registrant as specified in its
charter)


|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|Delaware                                                           |  | 94-3187233                              
|(State or other jurisdiction of
    incorporation or organization) |  | (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)


Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.     Yes þ          No o

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of
Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Annual Report on Form 10-K or any amendments to this Annual
Report on
Form 10-K.     Yes o          No þ



---






---

TABLE OF CONTENTS



|               |                                                                           |  |  |  |  |  |  | 
|-------------- | ------------------------------------------------------------------------- |  |  |  |  |  |  | 
|               | Item 10. Directors and Executive Officers of the Registrant              
|               | Item 11. Executive Compensation                                          
|               | Item 14. Controls and Procedures                                         
|               | Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
|SIGNATURES    
|CERTIFICATIONS
|EXHIBIT INDEX 
|EXHIBIT 99.1  



---



##### Table of Contents



This amendment on Form 10-K/ A amends the
Annual Report of IXYS Corporation on Form 10-K previously
filed for the fiscal year ended March 31, 2002 (the
Prior Report). Except as specifically indicated
herein, no other information included in the Prior Report on
Form 10-K is amended by this Form 10-K/ A.

Item 10, Directors and Executive
Officers of the Registrant, is hereby amended in its
entirety to read as shown below, among other things adding the
new subsection entitled Section 16(a) Beneficial
Ownership Reporting Compliance:




Item
10.     Directors and Executive
Officers of the Registrant

IXYS board of directors is currently
comprised of seven directors. Following the merger with Clare,
Inc., as more fully discussed under
Item 7.  Managements Discussion of
Financial Condition and Results of Operations  Recent
Events, Larry Mihalchik, the former president and chief
executive officer of Clare, was appointed as a director of IXYS
and as President of the Clare division. The directors and
executive officers of IXYS, their ages and positions at IXYS, as
well as certain biographical information of these individuals,
are set forth below. The ages of the individuals are provided as
of March 31, 2002.

|                   |  |     |    |             |  |                                                                                    
|------------------ |  | --- | -- | ----------- |  | -----------------------------------------------------------------------------------
|Name               |  | Age |    | Position(s)
|                   |  |     |    |            
|Nathan Zommer      |  |     | 54 |             |  | Chairman of the Board, President and Chief
    Executive Officer                   
|Arnold P. Agbayani |  |     | 56 |             |  | Senior Vice President, Finance, Chief Financial
    Officer, Secretary and Director
|Larry L. Mihalchik |  |     | 55 |             |  | President of Clare Division and Director                                           
|Donald L. Feucht   |  |     | 68 |             |  | Director                                                                           
|Andreas Hartmann   |  |     | 58 |             |  | Director                                                                           
|Samuel Kory        |  |     | 58 |             |  | Director                                                                           
|S. Joon Lee        |  |     | 62 |             |  | Director                                                                           
|Peter H. Ingram    |  |     | 53 |             |  | President of European Operations                                                   
|Kevin McDonough    |  |     | 50 |             |  | President of U.S. Operation                                                        

Nathan Zommer.Dr. Zommer, our founder, has served as a Director since
IXYS inception in 1983, and has served as Chairman of the
Board, President and Chief Executive Officer since March 1993.
From 1984 to 1993, Dr. Zommer served as our Executive Vice
President. Prior to founding IXYS, Dr. Zommer served in a
variety of positions with Intersil, Hewlett Packard and General
Electric, including as a scientist in the Hewlett Packard
Laboratories and Director of the Power MOS Division for
Intersil/ General Electric. Dr. Zommer received his B.S.
and M.S. degrees in Physical Chemistry from Tel Aviv University
and a Ph.D. in Electrical Engineering from Carnegie Mellon
University.

Arnold P. Agbayani.Mr. Agbayani has served as our Senior Vice President,
Finance, Chief Financial Officer, Secretary and Director since
1993. From 1989 to 1993, he served as our Controller. Prior to
joining IXYS, Mr. Agbayani held various financial positions
with National Semiconductor, Fairchild Camera and Instruments,
ATARI and Frito-Lay. Mr. Agbayani received his B.S. in
Finance and an M.B.A. from Roosevelt University of Chicago.

Larry L. Mihalchik.Mr. Mihalchik was appointed as a Director of IXYS upon the
completion of the acquisition of Clare, Inc. on June 10,
2002. Mr. Mihalchik served as the President and Chief
Executive Officer of Clare, Inc. from February 1, 2001
until its acquisition on June 10, 2002 and as President of
IXYS Clare Division after the acquisition, until
July 22, 2002. From January 2000 to February 1, 2001,
Mr. Mihalchik was Chief Executive Officer and a member of
the Board of Directors of Internet Commerce Services Corporation
(iCOMS). Previously, Mr. Mihalchik served as President and
Chief Executive Officer of Atex Media Solutions, Inc., a
developer and integrator of complex publishing systems. Prior to
joining Atex Media Solutions, Mr. Mihalchik served as
Senior Vice President and Chief Financial Officer of M/A COM, a
NYSE manufacturer of electronic components. Mr. Mihalchik
is also a director of Mac-Gray Corporation.

1



---



##### Table of Contents



Mr. Mihalchik received his B.A. in Business
Administration from Westminster College with a concentration in
Finance.


Donald L. Feucht.Dr. Feucht has served as Director since July 2000. From
1992 until his retirement in 1998, Dr. Feucht served as
Vice President for Operations for Associated Western
Universities. He was employed as a Program Management Specialist
for EG&G Rocky Flats, Inc. from 1990 until 1992. Prior to
1990, Dr. Feucht served in several positions with the
National Renewable Energy Laboratory (NREL), including Deputy
Director. Prior to joining NREL, he served as Professor of
Electrical Engineering and Associate Dean at Carnegie-Mellon
University. Dr. Feucht received his B.S. degree in
Electrical Engineering from Valparaiso University and his M.S.
and Ph.D. degrees in Electrical Engineering from Carnegie Mellon
University.

Andreas Hartmann.Mr. Hartmann has served as a Director since November 1998.
Since 1990, he has served as Assistant General Counsel and Vice
President of Asea Brown Boveri Aktiengesellschaft
(ABB AG), a wholly-owned subsidiary of ABB Ltd.
(ABB). Mr. Hartmann received his degree in law
from Erlangen Nurnberg University in 1970 and his degree in Law
from the Ministry of Justice of the State of Bavaria in 1973.

Samuel Kory.Mr. Kory has served as a Director since November 1999. In
1988, he founded Samuel Kory Associates, a management consulting
firm. Since founding the firm, Mr. Kory has served as the
firms sole proprietor and principal as well as a
consultant for the firm. Mr. Kory received his B.S.M.E.
from Pennsylvania State University in 1965.

S. Joon Lee.Dr. Lee has served as a Director since July 2000. Since
1990, Dr. Lee has served as President of Omni Electronics.
From 1983 to 1990, he served as President of Samsung
Semiconductor, Inc. Dr. Lee received his B.S., M.S. and
Ph.D. degrees in Electrical Engineering from the University of
Minnesota.

Peter H. Ingram.Mr. Ingram has served as our President of European
Operations since 2000. From 1994 to 2000, he served as our Vice
President of European Operations. From 1989 to 1995, he served
as our Director of Wafer Fab Operations. Mr. Ingram worked
with the semiconductor operations of ABB from 1982 until we
acquired those operations in 1989. Mr. Ingram received an
Honors degree in Chemistry from the University of Nottingham.

Kevin McDonough.Mr. McDonough has served as our President of U.S.
Operations since 2001. From 1999 to 2000, he served as our Vice
President of U.S. Operations. From 1998 to 1999, he served as
our Director of Quality Assurance and Product Engineering, and
from 1990 to 1994, he served as our Director of Operations and
Quality Assurance. From 1995 to 1998, Mr. McDonough served
as Manager of Wafer Fab Foundries for Advanced Micro Devices.
Mr. McDonough received his B.S. in Science from the University
of California at Davis and his M.B.A. from Oregon State
University.

Section 16(a) Beneficial Ownership
Reporting Compliance

Section 16(a) of the Securities Exchange Act
of 1934 (the 1934 Act) requires our directors and
executive officers and persons who own more than ten percent of
a registered class of our equity securities to file with the SEC
initial reports of ownership and reports of changes in ownership
of common stock and other of our equity securities. Officers,
directors and greater than ten percent stockholders are required
by SEC regulation to furnish us with copies of all
Section 16(a) forms they file.

To our knowledge, based solely on a review of the
copies of such reports furnished to us, during the fiscal year
ended March 31, 2002, all Section 16(a) filing
requirements applicable to our officers, directors and greater
than ten percent beneficial owners were complied with, except
that (i) Messrs. Zommer, Agbayani, Ingram, McDonough,
Feucht, Kory and Lee each did not file on a timely basis a
Form 5 reporting, in the case of Messrs. Zommer,
Agbayani, Ingram and McDonough, a single grant of options to
purchase shares of our common stock, and in the case of
Messrs. Feucht, Kory and Lee, two grants of options to
purchase shares of our common stock and (ii) ABB did not
file Forms 4 or a timely Form 5 reporting two sales of
our common stock by its wholly-owned subsidiaries.
Messrs. Zommer, Agbayani, Ingram, McDonough, Feucht, Kory
and Lee and ABB each have filed the required Form 5 prior
to the date of this amendment on Form 10-K/ A.

2



---



##### Table of Contents



Item 11, Executive Compensation,
is hereby amended in its entirety to read as shown below:






|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

The following table presents a summary of the
compensation paid by IXYS with respect to services provided
during the fiscal years ended March 31, 2002,
March 31, 2001 and March 31, 2000 to its President and
Chief Executive Officer and to other executive officers whose
annual salary and bonus exceeded $100,000 for services rendered
to the Company in all capacities during such years. This
compensation table excludes other compensation in the form of
perquisites and other personal benefits to an executive officer
where that compensation constituted less than 10% of his or her
total annual salary and bonus in the fiscal year.

|                            |                                |      |      |           |  |             |         |              |     |            |         |              |  |  |        |        |  |  |         |         |  |  |        |       | 
|--------------------------- | ------------------------------ | ---- | ---- | --------- |  | ----------- | ------- | ------------ | --- | ---------- | ------- | ------------ |  |  | ------ | ------ |  |  | ------- | ------- |  |  | ------ | ----- | 
|                            |                                |      |      |           |  |             |         | Other Annual |     | Securities |         | All Other   
|                            |                                |      |      |           |  |             |         | Compensation |     | Underlying |         | Compensation
|Name and Principal Position |                                | Year |      | Salary($) |  | Bonus($)(1) |         | ($)(2)       |     | Options(#) |         | ($)         
|                            |                                |      |      |           |  |             |         |              |     |            |         |             
|Nathan Zommer               |                                |      | 2002 |           |  |             | 315,962 |              |     |            | 114,000 |              |  |  | 15,136 |        |  |  | 160,000 |         |  |  | 30,615 | (3)  
|                            | President and Chief            |      |      | 2001      |  |             |         | 285,000      |     |            |         | 214,000      |  |  |        | 16,038 |  |  |         | 20,000  |  |  |        | 2,100 | 
|                            | Executive Officer              |      |      | 2000      |  |             |         | 375,420      | (4) |            |         | 124,300      |  |  |        | 15,605 |  |  |         | 240,000 |  |  |        | 2,110 | 
|Arnold P. Agbayani          |                                |      | 2002 |           |  |             | 176,154 |              |     |            | 48,000  |              |  |  | 15,630 |        |  |  | 95,000  |         |  |  | 19,417 | (5)  
|                            | Senior Vice President, Finance |      |      | 2001      |  |             |         | 160,000      |     |            |         | 118,000      |  |  |        | 15,583 |  |  |         | 10,000  |  |  |        | 4,330 | 
|                            | and Chief Financial Officer    |      |      | 2000      |  |             |         | 189,190      | (4) |            |         | 48,000       |  |  |        | 12,693 |  |  |         | 20,000  |  |  |        | 2,830 | 
|Peter H. Ingram             |                                |      | 2002 |           |  |             | 159,253 |              |     |            | 34,502  |              |  |  | 4,444  |        |  |  | 10,000  |         |  |  |       |      
|                            | President, European Operations |      |      | 2001      |  |             |         | 161,466      |     |            |         | 22,240       |  |  |        | 4,560  |  |  |         |        |  |  |        |      | 
|                            |                                |      | 2000 |           |  |             | 154,578 |              |     |            | 19,294  |              |  |  | 1,752  |        |  |  | 90,000  |         |  |  |       |      
|Kevin McDonough             |                                |      | 2002 |           |  |             | 146,454 |              |     |            |        |              |  |  | 7,200  |        |  |  | 50,000  |         |  |  | 7,893  | (6)  
|                            | President, U.S. Operations     |      |      | 2001      |  |             |         | 127,000      |     |            |         | 15,000       |  |  |        | 7,200  |  |  |         |        |  |  |        |      | 
|                            |                                |      | 2000 |           |  |             | 120,346 |              |     |            | 3,000   |              |  |  |       |        |  |  | 120,000 |         |  |  |       |      



---



|    |                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Represents annual bonus earned for performance in
    the specified fiscal year.                                                                           
|   
|(2) | Represents car allowance.                                                                                                                                  
|   
|(3) | Includes $2,110 premiums paid for group term life
    insurance, $17,532 for tax equalization and 401(k) matching
    contributions of $10,973.            
|   
|(4) | Includes retroactive payments made during fiscal
    year 2000 attributable to base salary increases in fiscal year
    1999.                              
|   
|(5) | Includes $2,830 premiums paid for group term life
    insurance, $1,000 for tax planning and preparation paid by IXYS
    and $15,587 for tax equalization.
|   
|(6) | Includes 401(k) matching contributions of $7,893.                                                                                                          

3



---



##### Table of Contents



Option Grants in Last Fiscal Year

The following table presents information for the
fiscal year ended March 31, 2002 with respect to grants of
stock options to the Companys executive officers shown in
the summary compensation table above:

|                   |                                                                 |            |         |                   |  |           |    |            |  |                      |      |     |  |  |          |  |  |  |         |  |  |  |           |  | 
|------------------ | --------------------------------------------------------------- | ---------- | ------- | ----------------- |  | --------- | -- | ---------- |  | -------------------- | ---- | --- |  |  | -------- |  |  |  | ------- |  |  |  | --------- |  | 
|                   |                                                                 |            |         |                   |  |           |    |            |  |                     
|                   |                                                                 |            |         |                   |  |           |    |            |  | Potential Realizable
|                   |                                                                 |            |         |                   |  |           |    |            |  | Value at Assumed    
|                   |                                                                 |            |         |                   |  |           |    |            |  | Annual Rates        
|                   |                                                                 | # of       |         |                   |  |           |    |            |  | of Stock Price      
|                   |                                                                 | Securities |         |                   |  |           |    |            |  | Appreciation for    
|                   |                                                                 | Underlying |         | % of Total        |  | Exercise  |    |            |  | Term(3)             
|                   |                                                                 | Options    |         | Options Granted   |  | Price Per |    | Expiration |  |                     
|Name               |                                                                 | Granted(1) |         | in Fiscal Year(2) |  | Share($)  |    | Date       |  | 5%                   |      | 10%
|                   |                                                                 |            |         |                   |  |           |    |            |  |                      |      |    
|Nathan Zommer      |                                                                 |            | 160,000 |                   |  |           | 23 |            |  |                      | 7.26 |     |  |  | 11-15-11 |  |  |  | 731,808 |  |  |  | 1,846,944 | 
|                   | President and Chief
    Executive Officer                       |            |         |                   |  |           |    |            |  |                      |      |     |  |  |          |  |  |  |         |  |  |  |           |  | 
|Arnold P. Agbayani |                                                                 |            | 95,000  |                   |  |           | 14 |            |  |                      | 6.60 |     |  |  | 11-15-11 |  |  |  | 395,010 |  |  |  | 996,930   | 
|                   | Senior Vice President, Finance, and Chief
    Financial Officer |            |         |                   |  |           |    |            |  |                      |      |     |  |  |          |  |  |  |         |  |  |  |           |  | 
|Peter H. Ingram    |                                                                 |            | 10,000  |                   |  |           | 2  |            |  |                      | 6.60 |     |  |  | 11-15-11 |  |  |  | 41,580  |  |  |  | 104,940   | 
|                   | President, European Operations                                  |            |         |                   |  |           |    |            |  |                      |      |     |  |  |          |  |  |  |         |  |  |  |           |  | 
|Kevin McDonough    |                                                                 |            | 50,000  |                   |  |           | 7  |            |  |                      | 6.60 |     |  |  | 11-15-11 |  |  |  | 207,900 |  |  |  | 524,700   | 
|                   | President, U.S. Operations                                      |            |         |                   |  |           |    |            |  |                      |      |     |  |  |          |  |  |  |         |  |  |  |           |  | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Options granted to each individual were granted
    pursuant to the IXYS 1999 Equity Incentive Plan and are subject
    to the terms of such plan. Exercise prices for these options are
    equal to the closing price of IXYS common stock on the
    Nasdaq National Market on the date of grant, except
    Dr. Zommers options were priced 10% above such
    closing price.                                                                                                                                                                                                                                                  
|   
|(2) | Based on an aggregate of 682,800 options granted
    to employees and consultants of IXYS in fiscal year 2002
    including the named executive officers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(3) | The potential realizable value is calculated
    based on the term of the option at its time of grant
    (10) years and is calculated by assuming that the stock
    price on the date of grant appreciates at the indicated annual
    rate compounded annually for the entire term of the option and
    that the option is exercised and sold on the last day of its
    term for the appreciated price. The 5% and 10% assumed rates of
    appreciation are derived from the rules of the Securities and
    Exchange Commission and do not represent IXYS estimate or
    projection of the future price of its common stock.

4



---



##### Table of Contents



Aggregated Option Exercises in Last Fiscal
Year and Last Fiscal Year-End Option Values

The following table presents information for the
fiscal year ended March 31, 2002 regarding options
exercised by and held at year end by the Companys
executive officers shown in the summary compensation table above:

|                   |                                                                |           |        |          |  |                        |        |                         |  |             |         |               |  |  |         |  |  |  |           |  |  |  |           |  | 
|------------------ | -------------------------------------------------------------- | --------- | ------ | -------- |  | ---------------------- | ------ | ----------------------- |  | ----------- | ------- | ------------- |  |  | ------- |  |  |  | --------- |  |  |  | --------- |  | 
|                   |                                                                |           |        |          |  |                        |        |                         |  |            
|                   |                                                                |           |        |          |  | Number of Securities   |        |                        
|                   |                                                                | Number    |        |          |  | Underlying Unexercised |        | Value of Unexercised   
|                   |                                                                | of Shares |        |          |  | Options at March 31,   |        | In-The-Money Options at
|                   |                                                                | Acquired  |        | Value    |  | 2002(#)                |        | March 31, 2002($)(2)   
|                   |                                                                | on        |        | Realized |  |                        |        |                        
|Name               |                                                                | Exercise  |        | ($)(1)   |  | Exercisable            |        | Unexercisable           |  | Exercisable |         | Unexercisable
|                   |                                                                |           |        |          |  |                        |        |                         |  |             |         |              
|Nathan Zommer      |                                                                |           | 5,090  |          |  |                        | 94,941 |                         |  |             | 535,606 |               |  |  | 340,520 |  |  |  | 4,778,954 |  |  |  | 2,403,135 | 
|                   | President and Chief Executive Officer                          |           |        |          |  |                        |        |                         |  |             |         |               |  |  |         |  |  |  |           |  |  |  |           |  | 
|Arnold P. Agbayani |                                                                |           |       |          |  |                        |       |                         |  |             | 117,466 |               |  |  | 115,960 |  |  |  | 1,050,961 |  |  |  | 687,077   | 
|                   | Senior Vice President, Finance and Chief
    Financial Officer |           |        |          |  |                        |        |                         |  |             |         |               |  |  |         |  |  |  |           |  |  |  |           |  | 
|Peter H. Ingram    |                                                                |           | 14,250 |          |  |                        | 72,805 |                         |  |             | 128,346 |               |  |  | 101,880 |  |  |  | 1,108,858 |  |  |  | 832,867   | 
|                   | President, European Operations                                 |           |        |          |  |                        |        |                         |  |             |         |               |  |  |         |  |  |  |           |  |  |  |           |  | 
|Kevin McDonough    |                                                                |           |       |          |  |                        |       |                         |  |             | 128,880 |               |  |  | 169,720 |  |  |  | 1,120,997 |  |  |  | 1,260,124 | 
|                   | President, U.S. Operations                                     |           |        |          |  |                        |        |                         |  |             |         |               |  |  |         |  |  |  |           |  |  |  |           |  | 



---



|    |                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The value realized is based on the fair market
    value of IXYS common stock on the date of exercise minus
    the exercise price.                
|   
|(2) | The valuations are based on the fair market value
    of IXYS common stock on March 31, 2002 of $11.69
    minus the exercise price of the options.

Director Compensation

Each of the Companys non-employee directors
except for Mr. Hartmann receives an annual retainer of
$10,000 as well as $1,000 for each meeting of the board he
attends and $600 for each committee meeting he attends. In the
fiscal year ended March 31, 2002, the total compensation
paid to non-employee directors was $70,000. Additionally, each
non-employee director except for Mr. Hartmann is reimbursed
for certain expenses in connection with attendance at board and
committee meetings, and each director except for
Mr. Hartmann is reimbursed for expenses incurred in
preparing his personal income tax returns and estate planning
matters. Mr. Hartmann serves on the Board in accord with a
consulting agreement between ABB and the Company and does not
receive compensation from the Company for his service.

IXYS 1999 Non-Employee Directors Equity
Incentive Plan the (Directors Plan), effective
during fiscal year 2002, provides for the grant of options to
non-employee directors pursuant to a discretionary grant
mechanism administered by the Board. These options vest over a
period of time, to be determined in each case by the Board, so
long as the optionee remains a non-employee director. Each
director currently receives an option to acquire 30,000 shares
upon becoming a member of IXYS Board. Prior to
July 29, 2002, each director could receive a loan from the
Company for up to $100,000, payable in three years from the date
of issuance, for use in exercising his options or paying taxes
in connection with such exercise of options.

During the last fiscal year, the Company granted
options covering 60,000 shares to each of Messrs. Feucht
and Lee, at a weighted average exercise price per share of $8.08
and granted options covering 36,000 shares to Mr. Kory, at
a weighted average exercise price per share of $9.07. Each
option had an exercise price equal to the fair market value of
such Common Stock on the date of grant (based on the closing
sales price reported on the Nasdaq National Market for the date
of grant). As of October 10, 2002, options had been
exercised under the Directors Plan to purchase 8,250
shares of Common Stock.

5



---



##### Table of Contents



Employment Contracts and Change-In-Control
Arrangements

IXYS entered into an employment agreement, dated
as of January 1, 1995, with Dr. Nathan Zommer, our
Chief Executive Officer. The agreement provides for, among other
things, salaries, bonuses and car allowances as determined by
our board of directors. Under the terms of the agreement, IXYS
agrees to maintain term life insurance in the amount of
$1,000,000. In addition, the agreement provides that if IXYS
terminates Dr. Zommers employment without cause,
Dr. Zommer shall be entitled to receive as severance his
monthly salary, incremented one month per year of service to us,
to a maximum of twelve months. The agreement also provides
Dr. Zommer with a paid annual physical exam and the limited
services of a financial advisor.

Dr. Zommers employment agreement was
amended on July 1, 1998 to extend its term to
January 31, 2004. In the amended agreement,
Dr. Zommers annual bonus is 40% of his base salary,
which was increased to $285,000. In addition, he is eligible for
an incentive bonus of three times his base annual salary in the
event of certain transactions significantly affecting IXYS,
including a reorganization, consolidation, merger and sale of
our stock or assets. If his employment terminates within a year
after a change of control event, Dr. Zommer is entitled to
receive severance equal to three times his average annual
compensation, continued benefits for 18 months and
accelerated vesting of all option shares. Effective
January 1, 2002, Dr. Zommers base salary was
increased to $400,000 per year.

IXYS entered into an employment agreement, dated
as of January 1, 1995, with Mr. Arnold P. Agbayani,
our Chief Financial Officer. The agreement provides for, among
other things, salaries, bonuses and car allowances as determined
by our board of directors. Under the terms of the agreement,
IXYS agrees to maintain term life insurance in the amount of
$1,000,000. In addition, the agreement provides that if IXYS
terminates Mr. Agbayanis employment without cause,
Mr. Agbayani shall be entitled to receive as severance his
monthly salary, incremented one month per year of service to us,
to a maximum of twelve months. The agreement also provides
Mr. Agbayani with a paid annual physical exam and the
limited services of a financial advisor.

Mr. Agbayanis employment agreement was
amended on July 1, 1998 to extend its term to
January 31, 2004. In the amended agreement,
Mr. Agbayanis annual bonus is 30% of his base salary,
which was increased to $160,000. In addition, he is eligible for
an incentive bonus of three times his annual base salary in the
event of certain transactions significantly affecting IXYS,
including a reorganization, consolidation, merger and sale of
our stock or assets. If his employment terminates within a year
after a change of control event, Mr. Agbayani is entitled
to receive severance equal to three times his average annual
compensation, continued benefits for 18 months and
accelerated vesting of all option shares. Effective
January 1, 2002, Mr. Agbayanis base salary was
increased to $220,000 per year.

Compensation Committee Interlocks and Insider
Participation

The members of the Compensation Committee for the
fiscal year ended March 31, 2002 were Messrs. Feucht,
Kory and Hartmann. Mr. Kory is not currently an officer or
employee of the Company or any of its subsidiaries, but was,
during the early 1980s, a Vice President of a predecessor of the
Company. In addition, there are no Compensation Committee
interlocks between the Company and other entities involving the
Companys executive officers and board members who serve as
executive officers of such entities.

A new Item 14, as shown below, is hereby
added:






Item
14.     Controls and
Procedures


Not applicable.

6



---



##### Table of Contents



Item 14, Exhibits, Financial Statement
Schedules, and Reports on Form 8-K, is hereby
renumbered as Item 15, and amended in its entirety to read
as shown below:






Item
15.     Exhibits, Financial
Statement Schedules, and Reports on Form 8-K


(a) The following documents are filed as
part of the Prior Report:



| |                         
| | ------------------------
| | (1) Financial Statements

|                                                                                                            |  |      |    | 
|----------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                                                                                            |  | Page
|                                                                                                            |  |     
|Report of PricewaterhouseCoopers LLP, Independent
    Accountants                                           |  |      | 32 | 
|Consolidated Balance Sheets as of March 31,
    2001 and 2000                                               |  |      | 33 | 
|Consolidated Statement of Operations for the
    years ended March 31, 2001, 2000 and 1999                  |  |      | 34 | 
|Consolidated Statement of Comprehensive Income
    (Loss) for the years ended March 31, 2001, 2000 and 1999 |  |      | 35 | 
|Consolidated Statement of Stockholders
    Equity for the years ended March 31, 2001, 2000 and 1999        |  |      | 36 | 
|Consolidated Statements of Cash Flows for the
    years ended March 31, 2001, 2000 and 1999                 |  |      | 37 | 
|Notes to Consolidated Financial Statements                                                                  |  |      | 38 | 



| |                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) Financial statements schedules.
    The schedules required pursuant to this item are included in the
    Prior Report as part of the Notes to Consolidated Financial
    Statements under Item 8  Financial
    Statements.
|
| | (3) Exhibits.                                                                                                                                                                                                                     

|        |    |               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------- | -- | ------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|No.     |    | Exhibit Title
|        |    |              
|        | 2  | .1            |  | Agreement and Plan of Merger and Reorganization,
    dated as of April 22, 2002, among IXYS, Teacup Acquisition
    Corp. and Clare, Inc. (included as Annex A to the Joint Proxy
    Statement/ Prospectus which forms part of the Registration
    Statement on Form S-4 of IXYS Corporation, as amended
    (333-87758)(the IXYS S-4) and incorporated
    herein by reference).                                                                                  
|        | 2  | .2            |  | Agreement and Plan of Merger and Reorganization,
    dated as of March 6, 1998 and amended April 10, 1998
    and May 29, 1998, among Paradigm Technology, Inc., Paradigm
    Enterprises, Inc. and IXYS Corporation (filed on July 10,
    1998 as Annex A to the Joint Proxy Statement/ Prospectus
    forming part of the Registration Statement on Form S-4 of
    Paradigm Technology, Inc., as amended (No. 333-57003) and
    incorporated herein by reference).
|        | 3  | .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. 000-14165) and incorporated herein by reference).                                                                                                                                                                  
|        | 3  | .2            |  | Amended and Restated Bylaws of the Registrant
    (filed on August 14, 2001 as Exhibit 3.2 to the
    Quarterly Report on Form 10-Q (No. 000-26124) and
    incorporated herein by reference).                                                                                                                                                                                                                                                                         
|        | 10 | .1            |  | First Amended Executive Employment Agreement,
    dated as of July 1, 1998, by and between IXYS and Nathan
    Zommer (filed on July 7, 1998 as Exhibit 10.1 to
    Amendment No. 2 to the Registration Statement on
    Form S-4 of Paradigm Technology, Inc., (No. 333-57003)
    (Amendment No. 2 to the Paradigm S-4) and
    incorporated herein by reference).                                                                                                 
|        | 10 | .2            |  | First Amended Executive Employment Agreement,
    dated as of July 1, 1998, by and between IXYS and Arnold
    Agbayani (filed on July 7, 1998 as Exhibit 10.2 to
    Amendment No. 2 to the Paradigm S-4 and incorporated
    herein by reference).                                                                                                                                                                                                                   
|        | 10 | .3            |  | 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)
    (Amendment No. 1 to the Paradigm S-4) and
    incorporated herein by reference).                                                         

7



---



##### Table of Contents



|        |    |               |  |                                                                                                                                                                                                                                                                                                          
|------- | -- | ------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|No.     |    | Exhibit Title
|        |    |              
|        | 10 | .4            |  | Lampertheim Contractual Purchase Deed and
    Conveyance, dated as of February 26, 1997 (filed on
    June 29, 1998 as Exhibit 10.4 to Amendment No. 1
    to the Paradigm S-4 and incorporated herein by reference).                                                                                    
|        | 10 | .5            |  | Loan Agreement, dated as of February 27,
    1997, by and between IXYS and Commerzbank, Aktiengesellschaft,
    Mannheim Branch (filed on June 29, 1998 as
    Exhibit 10.5 to Amendment No. 1 to the
    Paradigm S-4 and incorporated herein by reference).                                            
|        | 10 | .6            |  | Loan and Security Agreement, dated as of
    December 24, 1997, by and between IXYS and Bank of the West
    (filed on June 29, 1998 as Exhibit 10.6 to Amendment
    No. 1 to the Paradigm S-4 and incorporated herein by
    reference).                                                               
|        | 10 | .7            |  | 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. 001-14165) and incorporated herein by
    reference).                                                                     
|        | 10 | .8            |  | Indemnity Agreement, dated November 20,
    1999, by and between IXYS and Arnold Agbayani (filed on
    June 28, 2001 as Exhibit 10.8 to the Annual Report on
    Form 10-K (No. 001-14165) and incorporated herein by
    reference).                                                                   
|        | 10 | .9            |  | Indemnity Agreement, dated November 20,
    1999, by and between IXYS and Andreas Hartmann (filed on
    June 28, 2001 as Exhibit 10.9 to the Annual Report on
    Form 10-K (No. 001-14165) and incorporated herein by
    reference).                                                                  
|        | 10 | .10           |  | 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. 001-14165) and incorporated herein by
    reference).                                                                      
|        | 10 | .11           |  | Indemnity Agreement, dated November 20,
    1999, by and between IXYS and Kevin McDonough (filed on
    June 28, 2001 as Exhibit 10.11 to the Annual Report on
    Form 10-K (No. 001-14165) and incorporated herein by
    reference).                                                                  
|        | 10 | .12           |  | 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. 001-14165) and incorporated herein by
    reference).                                                                     
|        | 10 | .13           |  | 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. 001-14165) and incorporated herein by
    reference).                                                                    
|        | 10 | .14           |  | 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. 001-14165) and incorporated herein by reference).                                                                             
|        | 10 | .15           |  | 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 | .16           |  | The IXYS 1999 Equity Incentive Plan (filed on
    July 8, 1999 as Exhibit 10.10 to the Annual Report on
    Form 10-K (No. 001-14165) and incorporated herein by
    reference).                                                                                                                         
|        | 10 | .17           |  | 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. 001-14165) and incorporated herein
    by reference).                                                                                                                  
|        | 10 | .18           |  | 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. 001-14165) and
    incorporated herein by reference).                                                                                                 
|        | 10 | .19           |  | Amendment of Lease by and between Mission West
    Properties, L.P. and IXYS Corporation, dated as of
    September 30, 1998 (filed on July 8, 1999 as
    Exhibit 10.13 to the Annual Report on Form 10-K
    (No. 001-14165) and incorporated herein by reference).                                    
|        | 10 | .20           |  | Registration and Stockholder Rights Agreement, by
    and between IXYS, Asea Brown Boveri AG, and Asea Brown Boveri,
    Inc., dated September 23, 1998 (filed on November 16,
    1998 as Exhibit 10 to the Quarterly Report on
    Form 10-Q (No. 000-26124) and incorporated herein by
    reference).

8



---



##### Table of Contents



|        |    |               |  |                                                                                                                                                                                                                                                                                                                                                                   
|------- | -- | ------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|No.     |    | Exhibit Title
|        |    |              
|        | 10 | .21           |  | Amended and Restated Promissory Note, dated
    September 15, 2000, executed by Nathan Zommer and
    acknowledged and agreed to by IXYS Corporation (filed on
    October 23, 2000 as Exhibit 10.1 to Amendment
    No. 3 to the Registration Statement on Form S-3
    (No. 333-46028) (Amendment No. 3 to the
    S-3) and incorporated herein by reference).
|        | 10 | .22           |  | Amended and Restated Promissory Note, dated
    September 15, 2000, executed by Arnold P. Agbayani and
    acknowledged and agreed to by IXYS Corporation (filed on
    October 23, 2000 as Exhibit 10.2 to Amendment
    No. 3 to the S-3 and incorporated herein by reference).                                                                                 
|        | 10 | .23           |  | Amended and Restated Pledge Agreement, dated
    September 15, 2000, by Nathan Zommer and acknowledged and
    agreed to by IXYS Corporation (filed on October 23, 2000 as
    Exhibit 10.3 to Amendment No. 3 to the S-3 and
    incorporated herein by reference).                                                                                              
|        | 10 | .24           |  | Amended and Restated Pledge Agreement, dated
    September 15, 2000, executed by Arnold P. Agbayani and
    acknowledged and agreed to by IXYS Corporation (filed on
    October 23, 2000 as Exhibit 10.4 to Amendment
    No. 3 to the S-3 and incorporated herein by reference).                                                                                
|        | 10 | .25           |  | Commitment Letter from Commerzbank,
    Aktiengesellschaft, Mannheim Branch to IXYS Semiconductor GmbH,
    dated July 28, 2000, with English language translation
    (filed on October 23, 2000 as Exhibit 10.5 to
    Amendment No. 3 to the S-3 and incorporated herein by
    reference).                                                                    
|        | 10 | .26           |  | General Business Conditions with regard to
    Commitment Letter from Commerzbank, Aktiengesellschaft, Mannheim
    Branch to IXYS Semiconductor GmbH, dated July 28, 2000,
    with English language translation (filed on October 23,
    2000 as Exhibit 10.6 to Amendment No. 3 to the S-3 and
    incorporated herein by reference).                         
|        | 10 | .27           |  | General Business Conditions with regard to Loan
    Agreement, dated as of February 27, 1997, by and between
    IXYS and Commerzbank, Aktiengesellschaft, Mannheim Branch, with
    English language translation (filed on October 23, 2000 as
    Exhibit 10.7 to Amendment No. 3 to the S-3 and
    incorporated herein by reference).                         
|        | 10 | .28           |  | Noncompetition Agreement, by and between IXYS
    Corporation and Larry Mihalchik, dated May 13, 2002 (filed
    as Exhibit 10.28 to Amendment No. 1 to the IXYS S-4
    and incorporated herein by reference).                                                                                                                                                   
|        | 23 | .1            |  | Consent of PricewaterhouseCoopers LLP (filed on
    June 28, 2002 as Exhibit 23.1 to the Annual Report on
    Form 10-K (No. 000-26124) and incorporated herein by
    reference).                                                                                                                                                                                
|        | 99 | .1            |  | Certification.                                                                                                                                                                                                                                                                                                                                                    

(b) Reports on Form 8-K

On January 11, 2002, we filed a Current
Report on Form 8-K to report that on January 3, 2002,
we announced that IXYS had made an offer to acquire for cash
100% of the equity of Westcode Semiconductors Limited, a
UK-based power semiconductor company. We filed a copy of the
press release announcing the offer as an exhibit to this 8-K
report.

On January 24, 2002, we filed a Current
Report on Form 8-K to report that on January 22, 2002,
IXYS had acquired, for approximately $9,000,000 in cash, 100% of
the equity of Westcode Semiconductors Limited. We filed a copy
of the press release announcing the acquisition as an exhibit to
this 8-K report.

On February 5, 2002, we filed a Current
Report of Form 8-K to report that we announced financial
results for the three-month period and the nine-month period
ended December 31, 2000. We filed a copy of our press
release as an exhibit to this 8-K report and included condensed
consolidated balance sheets as of December 31, 2001 and
March 31, 2001 condensed consolidated statements of
operations for the three months and the nine months ended
December 31, 2001 and 2000.

(c) Exhibits.

The exhibits required by this item to be filed as
exhibits to this Annual Report on Form 10-K/A are listed in
the Exhibit Index and are incorporated herein by reference.

9



---



##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



| |                 
| | ----------------
| | IXYS CORPORATION



| |     |                  
| | --- | -----------------
| | By: | /s/ NATHAN ZOMMER

| |                                   
| | ----------------------------------
| |                                   
| | Nathan Zommer                     
| | President, Chief Executive Officer
| | and Chairman                      

Dated: October 21, 2002

10



---



##### Table of Contents






CERTIFICATIONS

I, Nathan Zommer, certify that:



| |                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.     I have reviewed
    this annual report on Form 10-K, as amended, for IXYS
    Corporation;                                                                                                                                                                                                                                                          
|
| | 2.     Based on my
    knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact
    necessary to make the statements made, in light of the
    circumstances under which such statements were made, not
    misleading with respect to the period covered by this annual
    report; and
|
| | 3.     Based on my
    knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in
    all material respects the financial condition, results of
    operations and cash flows of the registrant as of, and for, the
    periods presented in this annual report.                           



| |                                                    
| | ---------------------------------------------------
| | /s/ NATHAN ZOMMER                                  
| |                                                    
| | Nathan Zommer                                      
| | President, Chief Executive Officer and
    Chairman
| | (Principal Executive Officer)                      

Date: October 21, 2002

I, Arnold P. Agbayani, certify that:



| |                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.     I have reviewed
    this annual report on Form 10-K, as amended, for IXYS
    Corporation;                                                                                                                                                                                                                                                          
|
| | 2.     Based on my
    knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact
    necessary to make the statements made, in light of the
    circumstances under which such statements were made, not
    misleading with respect to the period covered by this annual
    report; and
|
| | 3.     Based on my
    knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in
    all material respects the financial condition, results of
    operations and cash flows of the registrant as of, and for, the
    periods presented in this annual report.                           



| |                                             
| | --------------------------------------------
| | /s/ ARNOLD P. AGBAYANI                      
| |                                             
| | Arnold P. Agbayani                          
| | Senior Vice President,                      
| | Finance and Administration and              
| | Chief Financial Officer                     
| | (Principal Financial and Accounting Officer)

Date: October 21, 2002

11



---



##### Table of Contents






EXHIBIT INDEX

|        |    |               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------- | -- | ------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|No.     |    | Exhibit Title
|        |    |              
|        | 2  | .1            |  | Agreement and Plan of Merger and Reorganization,
    dated as of April 22, 2002, among IXYS, Teacup Acquisition
    Corp. and Clare, Inc. (included as Annex A to the Joint Proxy
    Statement/ Prospectus which forms part of the Registration
    Statement on Form S-4 of IXYS Corporation, as amended
    (333-87758)(the IXYS S-4) and incorporated
    herein by reference).                                                                                  
|        | 2  | .2            |  | Agreement and Plan of Merger and Reorganization,
    dated as of March 6, 1998 and amended April 10, 1998
    and May 29, 1998, among Paradigm Technology, Inc., Paradigm
    Enterprises, Inc. and IXYS Corporation (filed on July 10,
    1998 as Annex A to the Joint Proxy Statement/ Prospectus forming
    part of the Registration Statement on Form S-4 of Paradigm
    Technology, Inc., as amended (No. 333-57003) and
    incorporated herein by reference).
|        | 3  | .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. 000-14165) and incorporated herein by reference).                                                                                                                                                                  
|        | 3  | .2            |  | Amended and Restated Bylaws of the Registrant
    (filed on August 14, 2001 as Exhibit 3.2 to the
    Quarterly Report on Form 10-Q (No. 000-26124) and
    incorporated herein by reference).                                                                                                                                                                                                                                                                         
|        | 10 | .1            |  | First Amended Executive Employment Agreement,
    dated as of July 1, 1998, by and between IXYS and Nathan
    Zommer (filed on July 7, 1998 as Exhibit 10.1 to
    Amendment No. 2 to the Registration Statement on
    Form S-4 of Paradigm Technology, Inc., (No. 333-57003)
    (Amendment No. 2 to the Paradigm S-4) and
    incorporated herein by reference).                                                                                                 
|        | 10 | .2            |  | First Amended Executive Employment Agreement,
    dated as of July 1, 1998, by and between IXYS and Arnold
    Agbayani (filed on July 7, 1998 as Exhibit 10.2 to
    Amendment No. 2 to the Paradigm S-4 and incorporated herein
    by reference).                                                                                                                                                                                                                   
|        | 10 | .3            |  | 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)
    (Amendment No. 1 to the Paradigm S-4) and
    incorporated herein by reference).                                                         
|        | 10 | .4            |  | Lampertheim Contractual Purchase Deed and
    Conveyance, dated as of February 26, 1997 (filed on
    June 29, 1998 as Exhibit 10.4 to Amendment No. 1
    to the Paradigm S-4 and incorporated herein by reference).                                                                                                                                                                                                                                                  
|        | 10 | .5            |  | Loan Agreement, dated as of February 27,
    1997, by and between IXYS and Commerzbank, Aktiengesellschaft,
    Mannheim Branch (filed on June 29, 1998 as
    Exhibit 10.5 to Amendment No. 1 to the Paradigm S-4
    and incorporated herein by reference).                                                                                                                                                                                                          
|        | 10 | .6            |  | Loan and Security Agreement, dated as of
    December 24, 1997, by and between IXYS and Bank of the West
    (filed on June 29, 1998 as Exhibit 10.6 to Amendment
    No. 1 to the Paradigm S-4 and incorporated herein by
    reference).                                                                                                                                                                                                                             
|        | 10 | .7            |  | 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. 001-14165) and incorporated herein by
    reference).                                                                                                                                                                                                                                   
|        | 10 | .8            |  | Indemnity Agreement, dated November 20,
    1999, by and between IXYS and Arnold Agbayani (filed on
    June 28, 2001 as Exhibit 10.8 to the Annual Report on
    Form 10-K (No. 001-14165) and incorporated herein by
    reference).                                                                                                                                                                                                                                 
|        | 10 | .9            |  | Indemnity Agreement, dated November 20,
    1999, by and between IXYS and Andreas Hartmann (filed on
    June 28, 2001 as Exhibit 10.9 to the Annual Report on
    Form 10-K (No. 001-14165) and incorporated herein by
    reference).                                                                                                                                                                                                                                
|        | 10 | .10           |  | 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. 001-14165) and incorporated herein by
    reference).                                                                                                                                                                                                                                    

12



---



##### Table of Contents



|        |    |               |  |                                                                                                                                                                                                                                                                                                                                                                   
|------- | -- | ------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|No.     |    | Exhibit Title
|        |    |              
|        | 10 | .11           |  | Indemnity Agreement, dated November 20,
    1999, by and between IXYS and Kevin McDonough (filed on
    June 28, 2001 as Exhibit 10.11 to the Annual Report on
    Form 10-K (No. 001-14165) and incorporated herein by
    reference).                                                                                                                           
|        | 10 | .12           |  | 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. 001-14165) and incorporated herein by
    reference).                                                                                                                              
|        | 10 | .13           |  | 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. 001-14165) and incorporated herein by
    reference).                                                                                                                             
|        | 10 | .14           |  | 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. 001-14165) and incorporated herein by
    reference).                                                                                                                                  
|        | 10 | .15           |  | 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 | .16           |  | The IXYS 1999 Equity Incentive Plan (filed on
    July 8, 1999 as Exhibit 10.10 to the Annual Report on
    Form 10-K (No. 001-14165) and incorporated herein by
    reference).                                                                                                                                                                                  
|        | 10 | .17           |  | 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. 001-14165) and incorporated herein
    by reference).                                                                                                                                                                           
|        | 10 | .18           |  | 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. 001-14165) and
    incorporated herein by reference).                                                                                                                                                          
|        | 10 | .19           |  | Amendment of Lease by and between Mission West
    Properties, L.P. and IXYS Corporation, dated as of
    September 30, 1998 (filed on July 8, 1999 as
    Exhibit 10.13 to the Annual Report on Form 10-K
    (No. 001-14165) and incorporated herein by reference).                                                                                             
|        | 10 | .20           |  | Registration and Stockholder Rights Agreement, by
    and between IXYS, Asea Brown Boveri AG, and Asea Brown Boveri,
    Inc., dated September 23, 1998 (filed on November 16,
    1998 as Exhibit 10 to the Quarterly Report on
    Form 10-Q (No. 000-26124) and incorporated herein by
    reference).                                                         
|        | 10 | .21           |  | Amended and Restated Promissory Note, dated
    September 15, 2000, executed by Nathan Zommer and
    acknowledged and agreed to by IXYS Corporation (filed on
    October 23, 2000 as Exhibit 10.1 to Amendment
    No. 3 to the Registration Statement on Form S-3
    (No. 333-46028) (Amendment No. 3 to the
    S-3) and incorporated herein by reference).
|        | 10 | .22           |  | Amended and Restated Promissory Note, dated
    September 15, 2000, executed by Arnold P. Agbayani and
    acknowledged and agreed to by IXYS Corporation (filed on
    October 23, 2000 as Exhibit 10.2 to Amendment
    No. 3 to the S-3 and incorporated herein by reference).                                                                                 
|        | 10 | .23           |  | Amended and Restated Pledge Agreement, dated
    September 15, 2000, by Nathan Zommer and acknowledged and
    agreed to by IXYS Corporation (filed on October 23, 2000 as
    Exhibit 10.3 to Amendment No. 3 to the S-3 and
    incorporated herein by reference).                                                                                              
|        | 10 | .24           |  | Amended and Restated Pledge Agreement, dated
    September 15, 2000, executed by Arnold P. Agbayani and
    acknowledged and agreed to by IXYS Corporation (filed on
    October 23, 2000 as Exhibit 10.4 to Amendment
    No. 3 to the S-3 and incorporated herein by reference).                                                                                
|        | 10 | .25           |  | Commitment Letter from Commerzbank,
    Aktiengesellschaft, Mannheim Branch to IXYS Semiconductor GmbH,
    dated July 28, 2000, with English language translation
    (filed on October 23, 2000 as Exhibit 10.5 to
    Amendment No. 3 to the S-3 and incorporated herein by
    reference).                                                                    
|        | 10 | .26           |  | General Business Conditions with regard to
    Commitment Letter from Commerzbank, Aktiengesellschaft, Mannheim
    Branch to IXYS Semiconductor GmbH, dated July 28, 2000,
    with English language translation (filed on October 23,
    2000 as Exhibit 10.6 to Amendment No. 3 to the S-3 and
    incorporated herein by reference).                         
|        | 10 | .27           |  | General Business Conditions with regard to Loan
    Agreement, dated as of February 27, 1997, by and between
    IXYS and Commerzbank, Aktiengesellschaft, Mannheim Branch, with
    English language translation (filed on October 23, 2000 as
    Exhibit 10.7 to Amendment No. 3 to the S-3 and
    incorporated herein by reference).                         

13



---



##### Table of Contents



|        |    |               |  |                                                                                                                                                                                                                
|------- | -- | ------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|No.     |    | Exhibit Title
|        |    |              
|        | 10 | .28           |  | Noncompetition Agreement, by and between IXYS
    Corporation and Larry Mihalchik, dated May 13, 2002 (filed
    as Exhibit 10.28 to Amendment No. 1 to the IXYS S-4
    and incorporated herein by reference).
|        | 23 | .1            |  | Consent of PricewaterhouseCoopers LLP (filed on
    June 28, 2002 as Exhibit 23.1 to the Annual Report on
    Form 10-K (No. 000-26124) and incorporated herein by
    reference).                             
|        | 99 | .1            |  | Certification.                                                                                                                                                                                                 

14