##### 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, 2009oro

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 $0.01
    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-T o o
  Regulation S-K Form 10-K Form 10-K.  Yes o þ
  12b-2
  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
  Form 10-K.




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##### 





IXYS
    CORPORATION
    ANNUAL REPORT ON
    FORM 10-K
    FOR THE FISCAL YEAR ENDED MARCH 31, 2009
    TABLE OF CONTENTS
   
 PagePART IItem 1.


Business


3Item 1A.


Risk Factors


11Item 1B.


Unresolved Staff Comments


24Item 2.


Properties


25Item 3.


Legal Proceedings


25Item 4.


Submission of Matters to a Vote of Security Holders


26Executive Officers of the Registrant


26PART IIItem 5.


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


27Item 6.


Selected Financial Data


29Item 7.


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


30Item 7A.


Quantitative and Qualitative Disclosures about Market Risk


43Item 8.


Financial Statements and Supplementary Data


45Item 9.


Changes in and Disagreements with Accountants on Accounting and
    Financial Disclosure


84Item 9A.


Controls and Procedures


84Item 9B.


Other Information


86PART IIIItem 10.


Directors, Executive Officers and Corporate Governance


86Item 11.


Executive Compensation


87Item 12.


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


87Item 13.


Certain Relationships and Related Transactions, and Director
    Independence


87Item 14.


Principal Accounting Fees and Services


87PART IVItem 15.


Exhibits and Financial Statement Schedules


88EX-10.16EX-10.17EX-21.1EX-23.1EX-31.1EX-31.2EX-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 stations
    Central office     Sales and
    Marketing
     7




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Form 10-K,
    Research
    and Development
      
    developing new power semiconductors for defibrillators;
    increasing the operating range of our MOS and bipolar products;
    developing new gallium arsenide monolithic microwave ICs, or
    MMICs;
    developing new light emitting diode drivers;
    developing higher power IGBT modules;
    developing power solid state relays;
    developing power management ICs based on our high voltage
    silicon on insulator IC, or HVIC, technology;
    developing trench MOSFETs for automotive and portable equipment
    markets;
    developing module products for automotive markets;
    developing module products for solar inverters and wind power
    generators;
    developing stacks for renewable energy markets; and
    developing ICs 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,
  Assembly.
   9




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Test.
    Competition
    
    price;
    proper new product definition;
    product quality, reliability and performance;
    product features;
    timely delivery of products;
    breadth of product line;
    design and introduction of new products;
    market acceptance of our products and those of our
    customers; 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,
  Fluctuations
    in demand for our products may harm our financial results and
    are difficult to forecast.
    
    changes in business and economic conditions, including a
    downturn in the semiconductor industry
    and/or the
    overall economy;
    changes in consumer and business confidence caused by changes in
    market conditions, including changes in the credit market,
    expectations for inflation, and energy prices; 11




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
    competitive pressures, particularly pricing pressures;
    changes in customer product needs;
    changes in the level of customers components
    inventory; and
    strategic actions taken by our competitors.    Our
    visibility regarding the future has declined.
    The
    recent financial crisis could negatively affect our business,
    results of operations and financial condition.
  and/or
  Our
    operating results fluctuate significantly because of a number of
    factors, many of which are beyond our control.
    
    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; 12




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
    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.
    Our
    backlog may not result in future revenues.
    Our
    international operations expose us to material
    risks.
   13




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##### Table of Contents




    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;
    rapid technological change and the introduction of new
    products; and
    significant expenditures for capital equipment and product
    development. 14




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Fluctuations
    in the mix of products sold may adversely affect our financial
    results.
  start-up
  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.
    
    bankruptcy or insolvency of one or more of our subcontractors
    adversely affecting our production;
    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.      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; 15




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
    unanticipated expenses and potential delays related to
    integration of an acquired business;
    the risk that we will be unable to develop or exploit acquired
    technologies;
    failure to successfully integrate the operations of an acquired
    company with our own;
    the challenges in achieving strategic objectives, cost savings
    and other benefits from acquisitions;
    the risk that our markets do not evolve as anticipated and that
    the technologies acquired do not prove to be those needed to be
    successful in those markets;
    the risks of entering new markets in which we have limited
    experience;
    difficulties in expanding our information technology systems or
    integrating disparate information technology systems to
    accommodate the acquired businesses;
    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.
     16




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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. 17




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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.
   18




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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.
    We may
    not be able to increase production capacity to meet the present
    and future demand for our products.
    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.
   19




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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.
    Acquisitions
    and expansion place a significant strain on our resources,
    including our information systems and our employee
    base.
       20




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We
    depend on a limited number of suppliers for our substrates, most
    of whom we do not have long term agreements with.
    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.    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.
   21




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We
    estimate tax liabilities, the final determination of which is
    subject to review by domestic and international taxation
    authorities.
    We are
    exposed to various risks related to the regulatory
    environment.
  and/or
      We are
    subject to internal control evaluations and attestation
    requirements of Section 404 of the
    Sarbanes-Oxley
    Act.
  Form 10-K
  We
    invest in companies for strategic reasons and may not realize a
    return on our investments.
   22




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other-than-temporary
  Our
    ability to access capital markets could be
    limited.
    Geopolitical
    instability, war, terrorist attacks and terrorist threats, and
    government responses thereto, may negatively affect all aspects
    of our operations, revenues, costs and stock
    prices.
    Business
    interruptions may damage our facilities or those of our
    suppliers.
    We may
    be affected by environmental laws and regulations.
    Nathan
    Zommer, Ph.D. owns a significant interest in our common
    stock.
   23




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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.
      Item 1B.
    Unresolved
    Staff Comments   24




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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 2011

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
    distributionSanta Clara, California


21,000


(1)

Manufacturing     (1)
    
    Owned, not leased.    Item 3.
    Legal
    Proceedings       25




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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


61


Chairman of the Board, President and Chief Executive OfficerUzi Sasson


46


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


60


President of European Operations     Nathan Zommer.
  Uzi Sasson.
  Peter H. Ingram.
 26




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


Second Quarter


Third Quarter


Fourth QuarterFiscal year ended March 31, 2009High

$
13.02


$
13.84


$
9.49


$
9.31Low

$
6.49


$
8.80


$
4.58


$
5.61Fiscal year ended March 31, 2008High

$
10.67


$
10.96


$
11.57


$
8.17Low

$
8.34


$
8.31


$
7.45


$
6.20    27




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##### Table of Contents



Stock
    Performance Graph
    
  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, 2009  January 31, 2009





(1)






1,444,800
(2)February 1, 2009  February 28, 2009


24,700


$6.69


24,700



1,420,100March 1, 2009  March 31, 2009





(1)






1,420,100Total


24,700


$6.69


24,700     (1)
    
    Not applicable.(2)
    
    The current stock purchase program was approved on
    November 14, 2008 and will expire on November 13,
    2010. The purchase of up to 2,000,000 shares of common
    stock was approved. 28




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Item 6.
    Selected
    Financial Data  Form 10-K. Form 10-K. Form 10-K.
  Years Ended March 31,2009


2008


2007(1)


2006


2005(In thousands, except per share amounts)Statement of operations data:Net revenues

$
273,552


$
304,456


$
285,908


$
251,487


$
256,620Cost of goods sold


207,594



217,332



201,577



169,792



176,710Gross profit


65,958



87,124



84,331



81,695



79,910Operating expenses:Research, development and engineering


19,931



21,124



20,105



17,523



18,574Selling, general and administrative


39,613



42,093



44,134



38,371



35,707Impairment charges


6,440















Litigation provision






(12,957
)


(29,435
)


42,810



Total operating expenses


65,984



50,260



34,804



98,704



54,281Operating income (loss)


(26
)


36,864



49,527



(17,009
)


25,629Other income (expense):Interest (expense) income, net


(666
)


277



1,793



2,182



633Other income (expense)


4,256



(3,162
)


(3,081
)


1,810



(481
)Income (loss) before income taxes


3,564



33,979



48,239



(13,017
)


25,781(Provision for) benefit from income tax


(6,913
)


(10,690
)


(18,020
)


6,911



(9,539
)Net income (loss)

$
(3,349
)

$
23,289


$
30,219


$
(6,106
)

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

$
(0.11
)

$
0.73


$
0.90


$
(0.18
)

$
0.49Net income (loss) per share  diluted

$
(0.11
)

$
0.71


$
0.87


$
(0.18
)

$
0.46Cash dividends per share

$
0.10


$



$



$



$
Weighted average shares used in per share calculationsBasic


31,087



31,906



33,505



33,636



33,093Diluted


31,087



33,031



34,784



33,636



35,085     (1)
    
    We began recognizing the provisions of SFAS No. 123(R)
    beginning in fiscal 2007. See Note 3, Employee Equity
    Incentive Plans to the Consolidated Financial Statements
    in Item 8 of this Annual Report on
    Form 10-K.  29




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As of March 31,2009


2008


2007(1)


2006


2005(In thousands)Selected operating data:Gross profit margin


24.1
%


28.6
%


29.5
%


32.5
%


31.1
%Depreciation and amortization

$
14,547


$
12,868


$
10,499


$
8,543


$
10,639Balance sheet data:Cash and cash equivalents

$
55,441


$
56,614


$
54,027


$
78,192


$
58,144Working capital


150,917



162,392



142,408



118,815



124,063Total assets


252,832



293,830



273,641



279,987



219,891Total long term obligations


40,037



47,980



34,647



28,023



16,796Total stockholders equity


178,492



200,229



181,109



159,973



165,277Cash flow data:Cash provided by operating activities

$
21,580


$
27,955


$
1,883


$
31,143


$
23,730Cash used in investing activities


(5,874
)


(10,737
)


(8,865
)


(20,756
)


(4,966
)Cash (used in) provided by financing activities


(12,750
)


(18,579
)


(20,093
)


11,214



(2,734
)     (1)
    
    We began recognizing the provisions of SFAS No. 123(R)
    beginning in fiscal 2007. See Note 3, Employee Equity
    Incentive Plans to the Consolidated Financial Statements
    in Item 8 of this Annual Report on
    Form 10-K.  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
           30




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Critical
    Accounting Policies and Significant Management
    Estimates
      Revenue recognition.
      Allowance for sales returns.
 31




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Allowance for stock rotation.
  Allowance for ship and debit.
    Balance March 31, 2006

$
453Additions


3,903Deductions


(4,119
)Balance March 31, 2007


237Additions


2,417Deductions


(2,309
)Balance March 31, 2008


345Additions


2,407Deductions


(2,338
)Balance March 31, 2009

$
414   Allowance for doubtful accounts.
 32




---



##### Table of Contents



Inventories. first-in-first-out
     33




---



##### Table of Contents



Balance at March 31, 2006

$
19,377Sale of excess inventory


(4,246
)Scrap of excess inventory


(3,273
)Balance of excess inventory


11,858Additional provision for 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 provision for excess inventory


5,120Balance at March 31, 2008


19,250Sale of excess inventory


(515
)Scrap of excess inventory


(2,021
)Balance of excess inventory


16,714Additional provision for excess inventory


17,983Balance at March 31, 2009

$
34,697         Form 10-K.
  Valuation of Goodwill and Intangible
    Assets.
  Goodwill.
 34




---



##### Table of Contents



Income tax.
   35




---



##### Table of Contents



Defined benefit plans.
  Recent
    Accounting Pronouncements and Accounting Changes
  Form 10-K.
  Results
    of Operations
    Years Ended March 31,2009


% Change


2008


% Change


2007(000)





(000)





(000)Net revenues

$
273,552



(10.2
)

$
304,456



6.5


$
285,908Cost of goods sold


207,594



(4.5
)


217,332



7.8



201,577Gross profit

$
65,958



(24.3
)

$
87,124



3.3


$
84,331Operating expenses:Research, development and engineering

$
19,931



(5.6
)

$
21,124



5.1


$
20,105Selling, general and administrative


39,613



(5.9
)


42,093



(4.6
)


44,134Impairment charges


6,440



nm











Litigation provision






nm



(12,957
)


(56.0
)


(29,435
)Total operating expenses

$
65,984



31.3


$
50,260



44.4


$
34,804      36




---



##### Table of Contents



Years Ending March 31,2009


2008


2007% of Net


% of Net


% of NetRevenues


Revenues


RevenuesNet revenues


100.0



100.0



100.0Cost of goods sold


75.9



71.4



70.5Gross profit


24.1



28.6



29.5Operating expenses:Research, development and engineering


7.3



6.9



7.0Selling, general and administrative


14.5



13.8



15.4Impairment charges


2.3







Litigation provision






(4.3
)


(10.2
)Total operating expenses


24.1



16.4



12.2Operating income


0.0



12.2



17.3Other income (expense), net


1.3



(0.9
)


(0.4
)Income before income tax


1.3



11.3



16.9Provision for income tax


(2.5
)


(3.5
)


(6.3
)Net income (loss)


(1.2
)


7.8



10.6   Revenues
    Year Ended March 31,2009


% Change


2008


% Change


2007(000)





(000)





(000)Power Semiconductors

$
216,836



(8.4
)

$
236,599



14.0


$
207,523ICs


32,236



(21.6
)


41,097



(26.9
)


56,212Systems and RF Power Semiconductors


24,480



(8.5
)


26,760



20.7



22,173Total

$
273,552



(10.2
)

$
304,456



6.5


$
285,908     Average
    Selling Prices
  Year Ended March 31,2009


% Change


2008


% Change


2007Power Semiconductors

$
2.66



35.0


$
1.97



0.5


$
1.96ICs

$
0.78



1.3


$
0.77



60.4


$
0.48Systems and RF Power Semiconductors

$
22.84



32.9


$
17.19



22.6


$
14.02  37




---



##### Table of Contents



Units
  Year Ended March 31,2009


% Change


2008


% Change


2007(000)





(000)





(000)Power Semiconductors


81,498



(32.2
)


120,290



13.7



105,820ICs


41,468



(22.5
)


53,482



(53.9
)


116,079Systems and RF Power Semiconductors


1,072



(31.1
)


1,557



(1.6
)


1,582Total


124,038



(29.3
)


175,329



(21.5
)


223,481              38




---



##### Table of Contents



Gross
    Profit.
        Research,
    Development and Engineering.
   39




---



##### Table of Contents



Selling,
    General and Administrative.
    Impairment
    Charge.
  Form 10-K
  Litigation
    Provision.
    Other
    Income (Expense), Net.
      Provision
    for Income Taxes.
   40




---



##### Table of Contents



Liquidity
    and Capital Resources
               41




---



##### Table of Contents



and/or Form 10-K
    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

$
19,054


$
1,455


$
10,107


$
1,989


$
5,503Capital lease obligations(2)


8,766



4,117



4,220



429



Operating lease obligations


8,444



1,437



1,861



1,068



4,078Inventory purchase obligations(3)


22,086



12,803



6,245



3,038



Other long term liabilities(4)


450



450











Total

$
58,800


$
20,262


$
22,433


$
6,524


$
9,581     (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 14, Pension
    Plans to the Consolidated Financial Statements in
    Item 8 of this Annual Report on
    Form 10-K.
    The table also excludes contributions we made to defined benefit
    pension plans and our defined contribution plan. Our future
    contributions to these plans depend on many uncertain factors
    including future returns on the defined benefit plan assets and
    the amount and timing of employee and discretionary employer
    contributions to the defined contribution plan. We provide
    additional information about our defined benefit pension plans
    and our defined contribution plan, in Note 13,
    Employee Savings and Retirement Plan and
    Note 14, Pension Plans to the Consolidated
    Financial Statements in Item 8 of this Annual Report on
    Form 10-K.(2)
    
    Includes anticipated interest payments. The capital lease
    obligations of $8.8 million include interest payments
    totaling $609,000.(3)
    
    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, 2009, as we had
    not yet received the related goods or taken title to the
    property.(4)
    
    We are unable to reliably determine the timing of future
    payments related to some of our uncertain tax positions.
    Therefore, $4.8 million of income taxes payable has been
    excluded from the table above. However, long term income taxes
    payable, included on our consolidated balance sheet, includes
    these uncertain tax payments. 42




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk                3-month Form 10-K
 43




---



##### Table of Contents



44




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                
    45




---



##### Table of Contents



IXYS
    CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
  March 31,2009


2008(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
55,441


$
56,614Restricted cash


136



620Accounts receivable, net of allowances of $1,899 in 2009 and
    $1,712 in 2008


37,251



50,270Inventories, net


75,601



86,516Prepaid expenses and other current assets


3,994



6,415Deferred income taxes


12,797



7,578Total current assets


185,220



208,013Property, plant and equipment, net


52,912



58,033Other assets


6,728



8,593Deferred income taxes


7,972



13,546Goodwill






5,645Total assets

$
252,832


$
293,830LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of capitalized lease obligations

$
3,739


$
4,890Current portion of loans payable


1,455



1,286Accounts payable


13,767



21,489Accrued expenses and other liabilities


15,342



17,956Total current liabilities


34,303



45,621Long term income tax payable


4,845



4,570Capitalized lease obligations, net of current portion


4,418



7,023Long term loans, net of current portion


17,599



19,159Pension liabilities


13,175



17,228Total liabilities


74,340



93,601Commitments and contingencies (Note 8)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; 36,054,936 issued and
    30,633,949 outstanding and 35,403,630 issued and 31,086,159
    outstanding at March 31, 2009 and 2008, respectively


361



354Additional paid-in capital


177,551



170,043Treasury stock, at cost: 5,420,987 and 4,317,471 common shares
    at March 31, 2009 and 2008, respectively


(45,374
)


(37,918
)Retained earnings


43,984



50,494Accumulated other comprehensive income


1,970



17,256Total stockholders equity


178,492



200,229Total liabilities and stockholders equity

$
252,832


$
293,830    46




---



##### Table of Contents



IXYS
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended March 31,2009


2008


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

$
273,552


$
304,456


$
285,908Cost of goods sold


207,594



217,332



201,577Gross profit


65,958



87,124



84,331Operating expenses:Research, development and engineering


19,931



21,124



20,105Selling, general and administrative


39,613



42,093



44,134Impairment charges


6,440







Litigation provision






(12,957
)


(29,435
)Total operating expenses


65,984



50,260



34,804Operating income (loss)


(26
)


36,864



49,527Other income (expense):Interest income


1,098



2,121



2,813Interest expense


(1,764
)


(1,844
)


(1,020
)Other income (expense), net


4,256



(3,162
)


(3,081
)Income before income tax


3,564



33,979



48,239Provision for income tax


(6,913
)


(10,690
)


(18,020
)Net income (loss)

$
(3,349
)

$
23,289


$
30,219Net income (loss) per shareBasic

$
(0.11
)

$
0.73


$
0.90Diluted

$
(0.11
)

$
0.71


$
0.87Cash dividends per share

$
0.10


$



$
Weighted average shares used in per share calculationBasic


31,087



31,906



33,505Diluted


31,087



33,031



34,784    47




---



##### Table of Contents



IXYS
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
    (LOSS)
  Common Stock and














AccumulatedCapital in Excess of











Retained Earnings


OtherPar Value


Treasury


Treasury


Notes Receivable


(Accumulated


Comprehensive


Total StockholdersShares


Amount


Shares


Amount


from Stockholders


Deficit)


Income


Equity(In thousands)Balances, March 31, 2006


34,678


$
161,465



525


$
(4,454
)

$
(59
)

$
(614
)

$
3,635


$
159,973Components of comprehensive income, net of taxNet income (loss)






















30,219







30,219Other comprehensive income (loss)


























4,481



4,481Total comprehensive income (loss)






























34,700Share-based compensation






2,009























2,009Proceeds from sale of shares through employee equity incentive
    plans, net of excess tax benefit and others


354



2,765























2,765Purchase of treasury stock










1,995



(18,397
)














(18,397
)Repayment of note receivable


















59











59Balances, March 31, 2007


35,032



166,239



2,520



(22,851
)






29,605



8,116



181,109Components of comprehensive income, net of taxNet income (loss)






















23,289







23,289Other comprehensive income (loss)


























9,140



9,140Total comprehensive income (loss)






























32,429Share-based compensation






2,164























2,164Proceeds from sale of shares through employee equity incentive
    plans, net of excess tax benefit and others


372



1,994























1,994Purchase of treasury stock










1,798



(15,067
)














(15,067
)FIN 48 related earnings adjustment






















(2,400
)






(2,400
)Balances, March 31, 2008


35,404



170,397



4,318



(37,918
)






50,494



17,256



200,229Components of comprehensive income, net of taxNet income (loss)






















(3,349
)






(3,349
)Other comprehensive income (loss)


























(15,286
)


(15,286
)Total comprehensive income (loss)






























(18,635
)Share-based compensation






2,816























2,816Proceeds from sale of shares through employee equity incentive
    plans, net of excess tax benefit and others


651



4,699























4,699Purchase of treasury stock










1,103



(7,456
)














(7,456
)FIN 48 related earnings adjustment






















(3,161
)






(3,161
)Balances, March 31, 2009


36,055


$
177,912



5,421


$
(45,374
)

$



$
43,984


$
1,970


$
178,492    48




---



##### Table of Contents





IXYS
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended March 31,2009


2008


2007(In thousands)Cash flows from operating activities:Net income (loss)

$
(3,349
)

$
23,289


$
30,219Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


14,547



12,868



10,499Provision for receivables allowances


5,951



3,201



11,745Write down of goodwill


6,440







Net change in inventory reserves


17,110



3,284



1,581Change in litigation provision






(12,957
)


(29,435
)Foreign currency adjustments on intercompany amounts


1,040



1,006



491Deferred income taxes


(2,259
)


7,313



16,247Tax benefit from employee equity incentive plans


(1,132
)


(241
)


(554
)Stock based compensation


2,816



2,164



2,009Loss (gain) on investments


227



(882
)


(631
)Loss (gain) on disposal of plant and equipment


(54
)


(5
)


100Changes in operating assets and liabilities:Accounts receivable


2,346



(8,099
)


(9,534
)Inventories


(16,996
)


940



(23,824
)Prepaid expenses and other current assets


(1,769
)


196



1,017Other assets


45



(259
)


334Accounts payable


(4,969
)


234



(1,577
)Accrued expenses and other liabilities


2,059



(3,185
)


(6,406
)Pension liabilities


(473
)


(912
)


(398
)Net cash provided by operating activities


21,580



27,955



1,883Cash flows from investing activities:Change in restricted cash


484



(451
)


144Purchases of investments


(1,487
)


(4,012
)


(239
)Purchases of plant and equipment


(8,775
)


(7,236
)


(9,478
)Proceeds from sale of investments


3,570



962



708Proceeds from sale of fixed assets


334







Net cash used in investing activities


(5,874
)


(10,737
)


(8,865
)Cash flows from financing activities:Principal payments on capital lease obligations


(4,657
)


(4,365
)


(3,495
)Repayments of notes payable from bank


(278
)






Repayment of loans


(1,897
)


(1,141
)


(1,025
)Tax benefit from employee equity incentive plans


1,132



241



554Payment of dividend to stockholders


(3,161
)






Purchases of treasury stock


(7,456
)


(15,067
)


(18,397
)Proceeds from employee equity plans


3,567



1,753



2,211Proceeds from collection of notes from stockholders










59Net cash used in financing activities


(12,750
)


(18,579
)


(20,093
)Effect of exchange rate fluctuations on cash and cash equivalents


(4,129
)


3,948



2,910Net increase (decrease) in cash and cash equivalents


(1,173
)


2,587



(24,165
)Cash and cash equivalents at beginning of the year


56,614



54,027



78,192Cash and cash equivalents at end of the year

$
55,441


$
56,614


$
54,027Supplemental Disclosure of Cash Flow InformationCash paid during the period for interest

$
1,714


$
1,454


$
1,018Cash paid during the period for income taxes

$
4,120


$
7,000


$
8,786Supplemental Disclosure of Noncash Investing and Financing
    ActivitiesFixed assets acquired under capital leases and loans

$
2,543


$
12,011


$
7,666    49




---



##### 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:
   50




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Allowance for sales returns.
  Allowance for stock rotation.
  Allowance for ship and debit.
 51




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Balance March 31, 2006

$
453Additions


3,903Deductions


(4,119
)Balance March 31, 2007


237Additions


2,417Deductions


(2,309
)Balance March 31, 2008


345Additions


2,407Deductions


(2,338
)Balance March 31, 2009

$
414     Trade accounts receivable and allowance for doubtful
    accounts.
 52




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    and Cash Equivalents:
    Restricted
    Cash:
    Inventories:
  first-in-first-out
     53




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance at March 31, 2006

$
19,377Sale of excess inventory


(4,246
)Scrap of excess inventory


(3,273
)Balance of excess inventory


11,858Additional provision for 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 provision for excess inventory


5,120Balance at March 31, 2008


19,250Sale of excess inventory


(515
)Scrap of excess inventory


(2,021
)Balance of excess inventory


16,714Additional provision for excess inventory


17,983Balance at March 31, 2009

$
34,697           Property,
    Plant and Equipment:
   54




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Treasury
    Stock:
    Other
    Assets:
  available-for-sale available-for-sale available-for-sale
   55




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Goodwill
    and Intangible Assets:
      Derivative
    financial instruments:
      Defined
    Benefit Plans:
    Fair
    Value of Financial Instruments:
   56




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Advertising:
    Research
    and Development:
    Income
    Taxes:
      Other
    Income and Expense:
    Indemnification:
   57




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Legal
    Contingencies:
    Net
    Income (Loss) per Share:
    Accumulated
    Other Comprehensive Income:
  available-for-sale
  Concentration
    and Business Risks:
  Dependence
    on Third Parties for Wafer Fabrication and Assembly:
    Dependence
    on Suppliers:
   58




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Employees
    Covered by Collective Bargaining Arrangements:
    Concentration
    of Credit Risk:
            Stock-Based
    Compensation Plans:
      Bulletin 97-1 97-1),
 59




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting
    Changes:
  157-1, (FSP 157-1). FSP 157-1 FSP 157-1
  SFAS No. 157-3, (FSP 157-3) FSP 157-3 FSP 157-3
      Recent
    Accounting Developments:
  157-2, (FSP 157-2). FSP 157-2 FSP 157-2
   60




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      FAS 157-4, (FSP 157-4). FSP 157-4 FSP 157-4 FSP 157-4.
  FAS 115-2 FAS 124-2, Other-Than-Temporary other-than-temporary other-than-temporary other-than-temporarily
  FAS 107-1 28-1, (FSP 107-1/APB28-1). FSP 107-1/APB 28-1 FSP 107-1/APB 28-1 FSP 107-1/APB 28-1.
  3.
    Employee
    Equity Incentive Plans:  Stock
    Purchase and Stock Option Plans:
  Stock
    Options
     61




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Employee
    Stock Purchase Plan (ESPP)
    Restricted
    Stock Units
    Stock
    Bonuses
    Fair
    Value of Stock Compensation
      Bulletin 97-1 97-1),
 62




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Income
    Statement Classifications
 Year Ended March 31,2009


2008


2007Selling, general and administrative expenses

$
2,816


$
2,164


$
2,009Share-based compensation effect on income before taxes


2,816



2,164



2,009Benefit from income taxes


971



639



312Net share-based compensation effects on net income (loss)

$
1,845


$
1,525


$
1,697Share-based compensation effect on net income (loss) per
    share  basic

$
0.06


$
0.05


$
0.05Share-based compensation effect on net income (loss) per
    share  diluted

$
0.06


$
0.05


$
0.05Share-based compensation effect on cash flow from operating
    activites

$
(1,132
)

$
(241
)

$
(554
)Share-based compensation effect on cash flow from financing
    activities

$
1,132


$
241


$
554       Employee StockStock Options


Purchase PlanYear Ended March 31,


Year Ended March 31,2009


2008


2007


2009


2008


2007Weighted average estimated per share fair value of grant

$
3.39


$
4.11


$
4.21


$
4.21


$
2.89


$
4.11Risk-free interest rate


2.4
%


4.6
%


4.9
%


2.6
%


4.8
%


4.5
%Expected term (in years)


4.6



4.3



3.7



0.5



0.5



0.5Volatility


50.5
%


48.7
%


54.0
%


77.8
%


44.3
%


53.0
%Dividend yield


0.0
%


0.0
%


0.0
%


0.0
%


0.0
%


0.0
%    63




---



##### 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, 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


$
8.46New shares authorized


1,000,000



Options granted


(1,920,500
)


1,920,500






$
7.84Options exercised






(548,294
)

$
3,270


$
5.11Stock grants






Options cancelled






Options expired


137,454



(137,454
)





$
14.81Balances, March 31, 2009


4,763,893



6,063,569


$
7,834


$
8.42Restricted Stock UnitsBalances, 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






$
9.58Granted






Vested






(32,450
)

$
285


$
9.58Forfeited






Balances, March 31, 2009


(151,766
)


64,900






$
9.58Balances, March 31, 2009(4)


4,612,127



6,128,469     (1)
    
    For RSUs, represents value of IXYS stock on the date the
    restricted stock unit vests. 64




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (2)
    
    Except for options exercised, these amounts represent the
    difference between the exercise price and $8.06 per share, the
    closing price of IXYS stock on March 31, 2009 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.(4)
    
    The 1999 Plans expired in May 2009. On June 5, 2009, the
    Board of Directors of IXYS approved the adoption of the 2009
    Plan, under which 900,000 shares of the common stock of
    IXYS will be reserved for the grant of stock options. The 2009
    Plan is subject to stockholder approval. Therefore, as of the
    date of filing this annual report on Form-10K, there were no
    shares available for grant.      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$ 0.00 -  2.50


542,500



0.6


$
2.31



542,500


$
2.31$ 2.51 -  5.00


427,152



1.5


$
3.89



427,152


$
3.89$ 5.01 -  7.75


2,084,574



7.7


$
6.69



629,074


$
6.91$ 7.76 - 10.00


1,220,948



6.2


$
8.76



808,698


$
8.61$10.01 - 12.50


958,960



7.2


$
10.84



568,410


$
10.78$12.51 - 99.99


829,435



5.8


$
15.81



659,435


$
16.636,063,569



6.0


$
8.42



3,635,269


$
8.61     4.
    Computation
    of Net Income (Loss) per Share:    Year Ended March 31,2009


2008


2007Basic:Weighted-average shares


31,087



31,906



33,505Net income (loss)

$
(3,349
)

$
23,289


$
30,219Net income (loss) per share

$
(0.11
)

$
0.73


$
0.90Diluted:Weighted-average shares


31,087



31,906



33,505Common equivalent shares from stock options






1,125



1,279Weighted-average shares used in diluted per share calculation


31,087



33,031



34,784Net income (loss)

$
(3,349
)

$
23,289


$
30,219Net income (loss) per share

$
(0.11
)

$
0.71


$
0.87  65




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    5.
    Fair
    Value:    Level 1 
    Quoted prices for identical instruments in active markets.Level 2 
    Quoted prices for similar instruments in active markets; quoted
    prices for identical or similar instruments in markets that are
    not active; and model-derived valuations in which all
    significant inputs or significant value-drivers are observable
    in active markets.Level 3 
    Model-derived valuations in which one or more significant inputs
    or significant value-drivers are unobservable.    Fair Value Measurements at Reporting Date UsingQuoted Prices in





SignificantActive Markets


Significant Other


Unobservablefor Identical


Observable Inputs


InputsTotal


Assets (Level 1)


(Level 2)


(Level 3)AssetsMarketable equity securities(1)

$
525


$
525


$



$
Derivative contracts(2)


(124
)






(124
)


Total assets measured at fair value

$
401


$
525


$
(124
)

$
     (1)
    
    Included in other assets on the Companys condensed
    consolidated balance sheets.(2)
    
    Included in prepaid expenses and other current assets on the
    Companys condensed consolidated balance sheets.     66




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      6.
    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, 2009

$
1,712


$
5,951


$
(5,656
)

$
(108
)

$
1,899Year ended March 31, 2008

$
2,847


$
3,201


$
(4,452
)

$
116


$
1,712Year ended March 31, 2007

$
2,609


$
11,745


$
(11,577
)

$
70


$
2,847   Inventories:
    March 31,2009


2008Raw materials

$
14,431


$
23,108Work in process


39,916



40,828Finished goods


21,254



22,580$
75,601


$
86,516   Property,
    Plant and Equipment:
    March 31,2009


2008Property and plant (useful life of 24 to 50 years)

$
32,192


$
31,269Equipment owned (useful life of 2 to 14 years)


73,599



76,889Equipment capital leases (useful life of 3 to 5 years)


32,103



35,207Leasehold improvements (useful life of up to 8 years)


923



1,258138,817



144,623Accumulated depreciation  plant, equipment owned, and
    leasehold improvements


(62,590
)


(62,770
)Accumulated amortization  equipment capital leases


(23,315
)


(23,820
)$
52,912


$
58,033  67




---



##### Table of Contents



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


2008Available-for-sale investment securities

$
525


$
3,161Long term equity investment


4,183



4,298Intangible assets, net of accumulated amortization of $253,000
    in 2009 and $256,000 in 2008


256



466Other


1,764



668$
6,728


$
8,593       FY 2009

FY 2008Gross

Gross





Gross

GrossUnrealized

Unrealized

Fair



Unrealized

Unrealized

FairCost

Gains

(Losses)

Value

Cost

Gains

(Losses)

ValueMarketable Equity Securities

$
531


$
78


$
(84
)

$
525


$
2,620


$
580


$
(39
)

$
3,161     Less Than 12 Months

12 Months or Greater

TotalGross



Gross



GrossUnrealized

Fair

Unrealized

Fair

Unrealized

FairPeriod

Losses

Value

Losses

Value

Losses

ValueMarch 31, 2009

$
18


$
86


$
66


$
12


$
84


$
98March 31, 2008

$
20


$
20


$
19


$
19


$
39


$
39          68




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Accrued Expenses and Other Liabilities:
    March 31,2009


2008Uninvoiced goods and services

$
5,755


$
6,306Compensation and benefits


5,916



7,428Income taxes


1,232



Commission, royalties, deferred revenue and other


2,439



4,222$
15,342


$
17,956   7.  Borrowing
    Arrangements:
  IKB
    Deutsche Industriebank
          LaSalle
    Bank National Association
   69




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note
    Issued on Acquisition
      Fiscal Year Payable

Amount2010

$
1,4552011


8,6102012


1,4972013


1,1082014


881Thereafter


5,503Total


19,054Less: Current portion


1,455Long term portion

$
17,599   8.  Commitments
    and Contingencies:
  Commitments:
        Capital


Operating


Inventory PurchaseFiscal Year Ending March 31,

Leases


Leases


Obligations


Total2010

$
4,117


$
1,437


$
12,803


$
18,3572011


2,925



1,057



3,207



7,1892012


1,295



804



3,038



5,1372013


429



557



3,038



4,0242014






511







511Thereafter






4,078







4,078Total minimum payments


8,766


$
8,444


$
22,086


$
39,296Less: interest


6098,157Less: current portion


3,739$
4,418  70




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Legal
    Proceedings:
         71




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    9.
    Other
    Comprehensive Income (Loss) and Accumulated Other Comprehensive
    Income:    Year Ended March 31,2009


2008


2007Unrealized (loss) gain on available-for-sale investments
    securities, net of taxes, ($186) in 2009, ($263) in 2008, and
    $447 in 2007

$
(362
)

$
(286
)

$
317Change in accumulated net actuarial loss, net of taxes, $725 in
    2009, ($148) in 2008, and ($875) in 2007


678



(353
)


(1,588
)Foreign currency translation adjustments


(15,602
)


9,779



5,752Total other comprehensive income (loss)

$
(15,286
)

$
9,140


$
4,481     Year Ended March 31,2009


2008Accumulated net unrealized gain on available for sale
    investments securities, net of taxes ($2) in fiscal 2009 and
    $184 in fiscal 2008

$
(4
)

$
358Accumulated net actuarial loss, net of taxes of ($942) in 2009
    and ($1,667) in 2008(1)


(2,422
)


(3,100
)Accumulated foreign currency translation adjustments


4,396



19,998Total accumulated other comprehensive income

$
1,970


$
17,256     (1)
    
    In fiscal 2008, reflects changes in the unfunded status of the
    Companys pension plans, as required by
    SFAS No. 158.  10.
    Business
    Combination:    Cash consideration

$
1,031Note issued


2,000Total acquisition consideration

$
3,031Transaction costs


192Total preliminary purchase price

$
3,223    72




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    PreliminaryPurchase PriceAllocationCash

$
804Other current assets


734Plant and equipment


1,379Current liabilities


(443
)Note payable to bank


(853
)Deferred tax liability


(813
)Intangibles


1,620Goodwill


795Total purchase price

$
3,223     11.  Goodwill:
     73




---



##### Table of Contents



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

$
6,461Changes in pre-acquisition deferred tax balances


(816
)Balance at March 31, 2008


5,645Addition


795Impairment


(6,440
)Balance at March 31, 2009

$
   12.
    Related
    Party Transactions:        13.
    Employee
    Savings and Retirement Plan:   74




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    14.
    Pension
    Plans:  and/or
    Net
    Period Pension Cost:
    Year Ended March 31,2009


2008


2007Service cost

$



$



$
824Interest cost


2,174



2,168



1,882Expected return on plan assets


(1,616
)


(1,782
)


(1,606
)Recognized actuarial loss


84



123



70Net periodic pension expense

$
642


$
509


$
1,170  75




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Net
    Amount Recognized (in thousands):
  Year Ended March 31,2009


2008Change in projected benefit obligationProjected benefit obligation at the beginning of the year

$
41,293


$
41,113Service cost






Interest cost


2,174



2,168Plan participants contribution






Actuarial gain


(5,864
)


(2,589
)Benefits paid


(1,353
)


(1,367
)Foreign currency adjustment


(9,657
)


1,968Projected benefit obligation at year end

$
26,593


$
41,293Change in plan assetsFair value of plan assets at the beginning of the year

$
24,065


$
24,238Actual loss on plan assets


(4,275
)


(503
)Employer contribution


730



819Plan participants contribution






Benefits paid from assets


(969
)


(969
)Foreign currency adjustment


(6,133
)


480Plan assets at fair value at year end

$
13,418


$
24,065Unfunded status of the plan at year end

$
(13,175
)

$
(17,228
)Pension liability recognized on the balance sheet due after one
    year

$
(13,175
)

$
(17,228
)Amounts recognized in Accumulated other comprehensive income
    (loss)Unrecognized actuarial loss (gross of taxes, $942 for 2009 and
    $1,667 for 2008)

$
3,364


$
4,767Amount recognized as component of stockholders
    equity  pretax

$
3,364


$
4,767Accumulated benefit obligation at year end

$
26,586


$
41,286     Year Ended March 31,2009


2008Discount rate


6.0-7.2
%


5.7-6.5
%Expected long term rate of return on assets


4.4-6.8
%


4.7-8.0
%Salary scale


1.5
%


1.5
%      76




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Year Ended March 31,2009


2008Equity securities


76
%


80
%Debt securities


21
%


18
%Other


3
%


2
%     BenefitPaymentYear ended:March 31, 2010

$
995March 31, 2011


1,031March 31, 2012


1,072March 31, 2013


1,124March 31, 2014


1,180Five fiscal years ended March 31, 2019


7,968Total benefit payments for the ten fiscal years ended
    March 31, 2019

$
13,370   15.
    Income
    Taxes:    Year Ended March 31,2009


2008


2007Domestic

$
(2,075
)

$
25,774


$
42,558International


5,639



8,205



5,681$
3,564


$
33,979


$
48,239  77




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended March 31,2009


2008


2007Current:Federal

$
4,983


$
1,098


$
(834
)State


441



627



325Foreign


3,748



1,652



2,2829,172



3,377



1,773Deferred:Federal


1,168



6,717



14,949State


(480
)


187



1,177Foreign


(2,947
)


409



121(2,259
)


7,313



16,247Total income tax provision

$
6,913


$
10,690


$
18,020     Year Ended March 31,2009


2008


2007Statutory federal income tax rate


35
%


35
%


35
%State taxes, net of federal tax benefit


(3
)


2



3Benefit of lower tax jurisdictions


(1
)


(1
)


1Swiss benefit


(0
)


(1
)


(1
)Goodwill


63







Credits


(15
)


(2
)


(1
)Valuation allowance


114



(2
)


Permanent items


0



1



1Tax reserves


0



1



(2
)True up for prior periods


0



(1
)


1Share-based compensation


0



1



1Other


1



(2
)


(1
)Effective tax provision rate


194
%


31
%


37
%  78




---



##### Table of Contents



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


2008Deferred tax assets:Reserves

$
9,536


$
5,780Other liabilities and accruals


3,261



1,798Total short term deferred tax assets


12,797



7,578Other liabilities and accruals long term


967



2,390Depreciable assets


884



478Net operating loss carryforward


12,878



15,418Share-based compensation


2,031



1,061Credits carryforward


863



910Intangibles arising from acquisitions


0



(12
)30,420



27,823Less: Valuation allowance


(9,651
)


(6,699
)Net deferred tax asset

$
20,769


$
21,124        79




---



##### 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


4,570Lapse of statute of limitations


(730
)Increases in balances related to tax positions taken during
    prior periods


314Increases in balances related to tax positions taken during
    current period


1,141Balance as of March 31, 2009

$
5,295      80




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.
    Segment
    and Geographic Information:    Year Ended March 31,2009


2008


2007United States

$
78,305


$
79,944


$
78,619Europe and the Middle EastFrance


7,552



7,776



6,548Germany


40,703



44,222



37,456Italy


8,071



8,116



7,417United Kingdom


17,379



21,664



23,288Other


38,001



40,558



33,363Asia PacificChina


34,103



39,186



30,244Japan


8,685



9,467



9,420Korea


7,182



18,456



21,060Other


16,051



16,596



25,008Rest of the WorldIndia


11,423



11,760



8,194Other


6,097



6,711



5,291Total

$
273,552


$
304,456


$
285,908     Year Ended March 31,2009


2008


2007Power semiconductors

$
216,836


$
236,599


$
207,523Integrated circuits


32,236



41,097



56,212Systems and RF power semiconductors


24,480



26,760



22,173Total

$
273,552


$
304,456


$
285,908    81




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended March 31,2009


2008


2007Net revenues:Foreign

$
138,492


$
148,897


$
129,133Domestic


135,060



155,559



156,775$
273,552


$
304,456


$
285,908Net income (loss):Foreign

$
4,392


$
1,934


$
3,278Domestic


(7,741
)


21,355



26,941$
(3,349
)

$
23,289


$
30,219   Year Ended March 31,2009


2008Property, plant and equipment, net:Domestic

$
31,465


$
30,757Germany


19,104



22,347United Kingdom


2,337



4,394Switzerland


6



535Total property, plant and equipment

$
52,912


$
58,033  82




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Selected
    Quarterly Financial Data (unaudited, in thousands, except per
    share amounts)
  Fiscal
    Year Ended March 31, 2009
  Three Months EndedMarch 31,


December 31,


September 30,


June 30,2009


2008


2008


2008Net revenues

$
58,244


$
58,337


$
77,635


$
79,336Gross profit(1)


4,745



12,654



23,797



24,762Operating income (loss)(1)


(11,231
)


(5,037
)


7,933



8,309Net income (loss)(1)

$
(10,910
)

$
(3,982
)

$
6,059


$
5,484Net income (loss) per share  basic(1)(2)

$
(0.36
)

$
(0.13
)

$
0.19


$
0.18Net income (loss) per share  diluted(1)(2)

$
(0.36
)

$
(0.13
)

$
0.18


$
0.17Weighted average shares used in per share calculationBasic


30,633



30,979



31,554



31,181Diluted


30,633



30,979



32,887



32,226   Fiscal
    Year Ended March 31, 2008
  Three Months EndedMarch 31,


December 31,


September 30,


June 30,2008


2007


2007


2007Net 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(2)

$
0.33


$
0.07


$
0.12


$
0.22Net income per share  diluted(2)

$
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     (1)
    
    During the fourth quarter of fiscal 2009, the Company recorded a
    $660,000 adjustment to increase cost of goods sold as a result
    of an accumulated overstatement of inventory in prior quarters.
    The impact of this inventory overstatement was not material to
    any of the prior quarterly periods presented.(2)
    
    The sum of the quarterly net income (loss) per share are not
    equal to the annual net income (loss) per share due to the use
    of quarterly weighted average shares used to determine the
    quarterly net income (loss) per share as compared to the annual
    weighted average shares used to determine the annual net income
    (loss) per share. 83




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rule 13a-15(e)
  Managements
    Report on Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f). Internal
    Control-Integrated Framework,
  Form 10-K,
  Changes
    in Internal Control over Financial Reporting
    Inherent
    Limitations on Effectiveness of Controls
   84




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm on Internal
    Control over Financial Reporting
                 
    85




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##### Table of Contents



Item 9B.
    Other
    Information           PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Executive
    Officers
  Form 10-K
  Code of
    Ethics
  www.ixys.com
  Form 8-K Form 8-K
 86




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##### Table of Contents



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   87




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules      Report of Independent Registered Public
    Accounting FirmConsolidated Balance Sheets as of March 31,
    2009 and 2008Consolidated Statements of Operations for the
    years ended March 31, 2009, 2008 and 2007Consolidated Statements of Stockholders
    Equity and Comprehensive Income (Loss) for the years ended
    March 31, 2009, 2008 and 2007Consolidated Statements of Cash Flows for the
    years ended March 31, 2009, 2008 and 2007Notes to Consolidated Financial Statements
       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 (filed on
    June 12, 2008 as Exhibit 10.3 to the Annual Report on Form 10-K
    (No. 000-26124) and incorporated herein by reference).10
.4*

List of signatories to Indemnity Agreement (filed on June 12,
    2008 as Exhibit 10.3 to the Annual Report on Form 10-K (No.
    000-26124) and incorporated herein by reference).10
.5*

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
.6*

Amended and Restated 1999 Employee Stock Purchase Plan (filed on
    November 11, 2007 as Exhibit 10.1 to the Quarterly Report on
    Form 10-Q (No.000-26124) and incorporated herein by reference).10
.7*

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
.8*

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
.9*

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
.10*

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). 88




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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 10.2 to the Quarterly Report on Form 10-Q (No.
    000-26124) and incorporated herein by reference).10
.12*

Form of Stock Option Agreement for the 1999 Equity Incentive
    Plan with net exercise provision (filed on June 22, 2006 as
    Exhibit 10.23 to the Annual Report on Form 10-K (No.000-26124)
    and incorporated herein by reference).10
.13*

Form of Stock Option Agreement for the 1999 Equity Incentive
    Plan for non-employee directors, (filed on June 22, 2006 as
    Exhibit 10.24 to the Annual Report on Form 10-K (No.000-26124)
    and incorporated herein by reference).10
.14*

Form of Stock Option Agreement for the 1999 Non-Employee
    Directors Equity Incentive Plan with net exercise
    provision, (filed on June 22, 2006 as Exhibit 10.25 to the
    Annual Report on Form 10-K
    (No.000-26124)
    and incorporated herein by reference).10
.15*

Form of Stock Award (filed on February 14, 2006 as Exhibit 10.5
    to the Quarterly Report on Form 10-Q (No. 000-26124) and
    incorporated herein by reference).10
.16*

Description of elements of compensation of Nathan Zommer and Uzi
    Sasson.10
.17*

Summary of outside director compensation.10
.18*

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
.19*

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
.20*

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
.21*

Deed of Trust dated December 21, 2000 on 1590 Buckeye Drive,
    Milpitas, California (filed on November 11, 2007 as Exhibit
    10.5 to the Quarterly Report on Form 10-Q (No.000-26124) and
    incorporated herein by reference).10
.22*

Third Amended Executive Employment Agreement by and between IXYS
    Corporation and Nathan Zommer, effective as of February 1,
    2008 (filed on August 8, 2008 as Exhibit 10.1 to the Quarterly
    Report on Form 10-Q (No. 000-26124) and incorporated herein by
    reference).10
.23*

Executive Employment Agreement by and between IXYS Corporation
    and Uzi Sasson, effective as of February 1, 2008 (filed on
    August 8, 2008 as Exhibit 10.2 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.     89




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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, 2009/s/  Uzi
    SassonUzi
    Sasson

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

June 12, 2009/s/  Donald
    L. FeuchtDonald
    L. Feucht

Director

June 12, 2009/s/  Samuel
    KorySamuel
    Kory

Director

June 12, 2009/s/  S.
    Joon LeeS.
    Joon Lee

Director

June 12, 2009/s/  Timothy
    A. RichardsonTimothy
    A. Richardson

Director

June 12, 2009/s/  James
    M. ThorburnJames
    M. Thorburn

Director

June 12, 2009  90




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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 (filed on
    June 12, 2008 as Exhibit 10.3 to the Annual Report on Form 10-K
    (No. 000-26124) and incorporated herein by reference).10
.4*

List of signatories to Indemnity Agreement (filed on June 12,
    2008 as Exhibit 10.3 to the Annual Report on Form 10-K (No.
    000-26124) and incorporated herein by reference).10
.5*

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
.6*

Amended and Restated 1999 Employee Stock Purchase Plan (filed on
    November 11, 2007 as Exhibit 10.1 to the Quarterly Report on
    Form 10-Q (No.000-26124) and incorporated herein by reference).10
.7*

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
.8*

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
.9*

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
.10*

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
.11*

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
.12*

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
.13*

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
.14*

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
.15*

Form of Stock Award (filed on February 14, 2006 as Exhibit 10.5
    to the Quarterly Report on Form 10-Q (No. 000-26124) and
    incorporated herein by reference).10
.16*

Description of elements of compensation of Nathan Zommer and Uzi
    Sasson.10
.17*

Summary of outside director compensation.10
.18*

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).




---



##### Table of Contents



Exhibit

Title10
.19*

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
.20*

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
.21*

Deed of Trust dated December 21, 2000 on 1590 Buckeye Drive,
    Milpitas, California (filed on November 11, 2007 as Exhibit
    10.5 to the Quarterly Report on Form 10-Q (No.000-26124) and
    incorporated herein by reference).10
.22*

Third Amended Executive Employment Agreement by and between IXYS
    Corporation and Nathan Zommer, effective as of February 1,
    2008 (filed on August 8, 2008 as Exhibit 10.1 to the Quarterly
    Report on Form 10-Q (No. 000-26124) and incorporated herein by
    reference).10
.23*

Executive Employment Agreement by and between IXYS Corporation
    and Uzi Sasson, effective as of February 1, 2008 (filed on
    August 8, 2008 as Exhibit 10.2 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.