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IXYS CORP /DE/ Form 8-K: Current report, 2018

IXYS CORP /DE/ Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2018-01-18: Form 8-K; Period of report 2018-01-16; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
  • 2018-01-12: Form 8-K; Period of report 2018-01-12; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
  • 2018-01-04: Form 8-K; Period of report 2018-01-04; Description 8.01 Other Events; Details 8.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2018-01-188-K2018-01-161.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.02 In connection with the Mergers, IXYS repaid on December 29, 2017 all amounts outstanding under the Revolving Credit Agreement, dated as of November 20, 2015 (as amended from time to time, the “Credit Agreement”), among IXYS, the financial institutions party to the Credit Agreement from time to time as lenders and Bank of the West as administrative agent, and terminated all commitments under the Credit Agreement on January 16, 2018.
2.01 The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein.
3.01 In connection with the consummation of the Mergers, IXYS requested that the Nasdaq Global Select Market (“Nasdaq”) suspend trading of IXYS Common Shares prior to market open on January 17, 2018, remove IXYS Common Shares from listing and file a Form 25 with the Securities and Exchange Commission (the “SEC”) to report the delisting of IXYS Common Shares from Nasdaq.
3.03 The information in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
5.01 The information in Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
5.02 Pursuant to the terms of the Merger Agreement, as of the Effective Time on January 17, 2018, all of the directors and officers of IXYS ceased serving in such capacities.
5.03 Pursuant to the terms of the Merger Agreement, at the Effective Time on January 17, 2018, the certificate of incorporation and bylaws of IXYS were amended and restated to read in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated into this Item 5.03 by reference.
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2018-01-128-K2018-01-125.07 Submission of Matters to a Vote of Security Holders5.07 IXYS Corporation (“IXYS” or the “Company”) held its Special Meeting of Stockholders on January 12, 2018 (the “Special Meeting”).d510999d8k.htm
2018-01-048-K2018-01-048.01 Other Events8.01 On January 4, 2018, Littelfuse, Inc. (“Littelfuse”) and IXYS Corporation (“IXYS”) issued a joint press release announcing the election deadline of January 12, 2018 by which IXYS stockholders of record may elect to receive cash, shares of Littelfuse common stock or both as merger consideration pursuant to the Agreement and Plan of Merger, dated as of August 25, 2017, amended as of December 4, 2017, by and among Littelfuse, IXYS, Iron Merger Co., Inc. and IXYS Merger Co., LLC (the “Merger Agreement”).d518933d8k.htm