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<B><FONT SIZE=2><P ALIGN="RIGHT"> As filed with the Securities and Exchange Commission on June 16, 2010 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Registration No. 333- </B>

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<B><FONT SIZE=4>
<P ALIGN="CENTER">UNITED STATES <BR>
                  SECURITIES AND EXCHANGE COMMISSION<BR>
</FONT><FONT SIZE=2>                  WASHINGTON, D.C. 20549<BR></B>
                                 _____________________________</P>

<B><FONT SIZE=4><P ALIGN="CENTER">FORM S-8<BR>
</FONT><FONT SIZE=2>                  REGISTRATION STATEMENT<BR>
                  UNDER<BR>
                  THE SECURITIES ACT OF 1933<BR></B>
                                 _____________________________</P>


<B><FONT FACE="Times New Roman Bold,Times New Roman" SIZE=4><FONT FACE="Times New Roman
Bold,Times New Roman" SIZE=4><P ALIGN="CENTER">IXYS CORPORATION<BR>
</FONT></FONT><FONT SIZE=1>                  (Exact Name of Registrant as Specified in Its
Charter)</P></B>

<P ALIGN="CENTER"><CENTER><TABLE BORDER=0 CELLSPACING=2 CELLPADDING=2 WIDTH=638 DIR="LTR">
<TR><TD WIDTH="33%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">Delaware<BR>
</FONT><FONT SIZE=1>(State or Other Jurisdiction of<BR>
Incorporation or Organization)</B><BR> _____________________</P></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="33%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">77-0140882<BR>
</FONT><FONT SIZE=1>                  (I.R.S. Employer<BR>
Identification Number)</B><BR> _____________________</P></FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<B><FONT SIZE=2><P ALIGN="CENTER">1590 Buckeye Drive<BR>
Milpitas, California 95035</FONT><FONT SIZE=1> </P>
<P ALIGN="CENTER">(Address of Principal Executive Offices including Zip Code)<BR></B>
                                 _____________________________</P>





<B><FONT SIZE=2>
       <P ALIGN="CENTER">ZiLOG, Inc. 2002 Omnibus Stock Incentive Plan, as amended<BR>
                  ZiLOG, Inc. 2004 Omnibus Stock Incentive Plan, as amended<BR>
<FONT SIZE=1>                  (Full Title of the Plans)<BR></B>
                                 _____________________________</P>


<FONT SIZE=2>
<B><P ALIGN="CENTER">Uzi Sasson<BR>
IXYS Corporation<BR>
1590 Buckeye Drive<BR>
Milpitas, California 95035<BR>
(408)&nbsp;457-9000</FONT><FONT SIZE=1> <BR>
                  (Name and Address, Including Zip Code, and Telephone Number,<BR>
Including Area Code, of Agent for Service)<BR></B>
                                 _____________________________</P>




<B><FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
</B><P>Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-
accelerated filer, or a smaller reporting company.  See the definition of &quot;large accelerated filer,&quot;
&quot;accelerated filer&quot; and &quot;smaller reporting company&quot; in Rule 12b-2 of the Exchange Act.  Check
one:</P>

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Large Accelerated Filer  &nbsp;&nbsp; <FONT FACE="WINGDINGS">&#168; <FONT FACE="Times New Roman">
</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>
Accelerated Filer &nbsp;&nbsp; <FONT FACE="WINGDINGS">&#120; <FONT FACE="Times New Roman">
</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP">
<FONT SIZE=2><P>
Non-Accelerated Filer &nbsp;&nbsp; <FONT FACE="WINGDINGS">&#168; <FONT FACE="Times New Roman">
<BR>(Do not check if a smaller reporting company)
</FONT></TD>
<TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=2><P>
Smaller Reporting Company &nbsp;&nbsp; <FONT FACE="WINGDINGS">&#168; <FONT FACE="Times New Roman"></P>
</FONT></TD>
</TR>
</TABLE>

<P ALIGN="CENTER">                                 _____________________________</P>



<B><FONT SIZE=2>
<P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=2 CELLPADDING=7 WIDTH=624 DIR="LTR">
<TR><TD WIDTH="37%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Title of Securities to be <BR>
                   Registered(1)</B></FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Amount<BR>
to be<BR>
Registered(1)</B></FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Proposed<BR>
Maximum<BR>
Offering Price<BR>
Per Share (2)</B></FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Proposed<BR>
Maximum<BR>
Aggregate<BR>
Offering<BR>
Price</B></FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Amount of<BR>
Registration<BR>
Fee</B></FONT></TD>
</TR>
<TR><TD WIDTH="37%" VALIGN="TOP">
<FONT SIZE=2><P>Common Stock, $0.01 Par Value</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">1,019,552</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$8.60</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$8,768,147.20</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$625.17</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2><DIR>

<P> (1)&#9;Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the &quot;<U>Securities
Act</U>&quot;), this registration statement shall also cover any additional shares of the Registrant's common stock that
become issuable under the ZiLOG, Inc. 2002 Omnibus Stock
Incentive Plan, as amended, and the ZiLOG, Inc. 2004 Omnibus Stock Incentive Plan, as amended, by reason
of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant's receipt of
consideration which would increase the number of outstanding shares of common stock. </P>

<P>(2)   Estimated solely for the purpose of calculating the registration fee. Calculated pursuant to Rules 457(c) and
457(h) under the Securities Act based on the average of the high and low prices of shares of the Registrant's common
stock reported on the NASDAQ Global Select Market on June 10, 2010.</P>
</FONT><FONT SIZE=2><P>&nbsp;</P></DIR>

</FONT><B><FONT SIZE=2><P ALIGN="CENTER">Proposed sale to take place as soon after the effective date of the    <BR>
                  registration statement as awards under the Plans are exercised.</P></B></FONT>

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<B><FONT SIZE=2><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">EXPLANATORY NOTE</P>
<P ALIGN="CENTER"></P>
</B><P>&#9;On December 5, 2009, IXYS Corporation (the &quot;<U>Registrant</U>&quot;), Zanzibar Acquisition, Inc.,
a direct wholly-owned subsidiary of the Registrant (&quot;<U>Merger Sub</U>&quot;), and ZiLOG, Inc.
(&quot;<U>ZiLog</U>&quot;) entered into an Agreement and Plan of Merger, pursuant to which, among other things,
Merger Sub would be merged with and into ZiLog (the &quot;<U>Merger</U>&quot;). On February 18, 2010, upon the
consummation of the Merger, ZiLog became a direct wholly-owned subsidiary of the Registrant. In connection with the
Merger, Registrant assumed the ZiLOG, Inc. 2002 Omnibus Stock Incentive Plan, as amended, and the ZiLOG, Inc.
2004 Omnibus Stock Incentive Plan, as amended (together, the &quot;<U>Plans</U>&quot;), and the shares of
common stock of ZiLOG issuable under the Plans were converted into shares of common stock, $0.01 par value, of the
Registrant (the &quot;<U>Registrant Common Stock</U>&quot;). The post-Merger adjustments to determine the
number of shares of Registrant Common Stock issuable under the Plans were based on an option exchange ratio of
0.430468187.  No options or restricted stock are currently outstanding under the Plans.</P>

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<B><P ALIGN="CENTER">PART I</P>
</B>
<B><P ALIGN="CENTER">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</P>
</B>
<P>The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation
by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the
&quot;<U>SEC</U>&quot; or the &quot;<U>Commission</U>&quot;).</P>
<B><P ALIGN="CENTER">PART II</P>
</B>
<B><P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
</B><P ALIGN="CENTER"></P>
<I><P ALIGN="CENTER">In this registration statement, IXYS Corporation is sometimes referred to as
&quot;Registrant,&quot; &quot;we,&quot; &quot;us&quot; or &quot;our.&quot;</P>
</I>
<B><P>Item 3.&#9;<U>Incorporation of Documents by Reference</U>.</P>
</B>
<P ALIGN="JUSTIFY">&#9;The SEC allows us to &quot;incorporate by reference&quot; the information we file with
them, which means that we can disclose important information to you by referring you to those documents.  The
information incorporated by reference is considered to be part of this registration statement, and later information filed
with the SEC will update and supersede this information.  We hereby incorporate by reference into this registration
statement the following documents previously filed with the SEC:</P>


<DIR>

<P ALIGN="JUSTIFY">(a)&#9;The Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2010,
filed by the Registrant with the Commission on June 11, 2010; </P>
<P ALIGN="JUSTIFY">(b)&#9;All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the &quot;<U>Exchange Act</U>&quot;), since the end of the fiscal year covered by the
Registrant's Annual Report referred to in (a) above; and</P>
<P>(c)&#9;The Registrant's Registration Statement on Form 8-A/A (Registration No. 000-26124) filed with the
Commission on September&nbsp;15, 2000 pursuant to Section 12(g) of the Exchange Act, in which the terms, rights
and provisions applicable to the Registrant's Common Stock are described.</P>

</DIR>


<P ALIGN="JUSTIFY">&#9;All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the registration statement which
indicates that all of the shares of Registrant Common Stock offered have been sold or which deregisters all of such
shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a
part hereof from the date of the filing of such documents; except as to any portion of any future annual or quarterly report
to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed
filed under such provisions.  For the purposes of this registration statement, any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the
extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration
statement.</P>
<B>
<P>Item 4.&#9;<U>Description of Securities</U>.</P>
</B>
<P>&#9;Not Applicable.</P>

<B><P>Item 5.&#9;<U>Interests of Named Experts and Counsel</U>.</P>
</B>
<P>&#9;Not Applicable.</P>
<B>
<P>Item 6.&#9;<U>Indemnification of Directors and Officers</U>.</P>
</B>
<P>&#9;Section&nbsp;145 of the Delaware General Corporation Law permits indemnification of a corporation's officers
and directors under certain conditions and subject to certain limitations. Section&nbsp;145 of the Delaware General
Corporation Law also provides that a corporation has the power to purchase and maintain insurance on behalf of its
officers and directors against any liability asserted against such person and incurred by him or her in such capacity, or
arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her
against such liability under the provisions of Section&nbsp;145 of the Delaware General Corporation Law. </P>

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<P>Article&nbsp;XI, Section&nbsp;43 of the Registrant's amended and restated
bylaws provides that the Registrant will indemnify its directors to the fullest extent not prohibited by the Delaware
General Corporation Law or other applicable law. The Registrant's bylaws provide that the Registrant has the power, but
is not required, to indemnify its employees and other agents as set forth in the Delaware General Corporation Law or
other applicable law. The rights to indemnity under the Registrant's bylaws continue as to a person who has ceased to
be a director and inure to the benefit of the heirs, executors and administrators of the person. Expenses incurred by a
director in defending any threatened or current civil, criminal, administrative or investigative action, suit or proceeding
brought or threatened to be brought against the director by reason of the fact that he or she is or was director of the
Registrant (or was serving at the Registrant's request as a director or executive officer of another corporation or entity)
shall be paid by the Registrant in advance of the final disposition of such action, suit or proceeding upon request from
the director and, if required by Delaware General Corporation Law, receipt of an undertaking by or on behalf of such
director to repay any advanced amounts if it shall ultimately be determined that he or she is not entitled under
Section&nbsp;43 of the Registrant's bylaws to be indemnified by the Registrant. Unless otherwise provided for in
contracts between the Registrant and its officers, the Registrant is prohibited from advancing funds to officers if the
Registrant determines that the facts known to the Registrant at the time of determination clearly and convincingly
demonstrate that the officer acted in bad faith or in a manner that the officer did not believe to be in or not opposed to
the best interests of the Registrant. </P>

<P>As permitted by Section&nbsp;102(b)(7) of the Delaware General
Corporation Law, Article&nbsp;VII of the Registrant's Amended and Restated certificate incorporation provides that its
directors shall not be personally liable for monetary damages for breach of fiduciary duty as a director, except for liability
(i)&nbsp;for any breach of the director's duty of loyalty to the Registrant or its stockholders, (ii)&nbsp;for acts or
omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii)&nbsp;under
Section&nbsp;174 of the Delaware General Corporation Law or (iv)&nbsp;for any transaction from which the director
derived an improper personal benefit. </P>

<P>The Registrant has entered into indemnification agreements for the benefit
of its directors and certain of its executive officers. Generally, the indemnification agreements attempt to provide the
maximum protection permitted by Delaware law as it may be amended from time to time. Moreover, the indemnification
agreements provide for certain additional indemnification. Under such additional indemnification provisions, however, an
individual will not receive indemnification for: claims for an accounting of profits from the purchase or sale of securities of
the Registrant pursuant to the provisions of Section 16(b) of the Exchange Act; conduct that the Registrant determines
was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; conduct that is established by a
final judgment as constituting a breach of the duty of loyalty to the Registrant or resulting in any personal profit or
advantage to the director or officer to which the director or officer was not legally entitled; any expenses for which
payment is actually made to the director or officer under an insurance policy or indemnity clause, bylaw or agreement;
any expenses or actions for which indemnification is not lawful; or expenses in connection with any proceeding (or part
thereof) initiated by the director or officer against the Registrant or its directors, officers, employees or other agents,
unless indemnification is expressly required to be made by law, the proceeding was authorized by the Registrant's board
of directors, the indemnification is provided by the Registrant pursuant to the powers vested in the Registrant by
Delaware law, or the proceeding is initiated to enforce the director's or officer's rights under the indemnification
agreement. The indemnification agreements provide for the Registrant to advance to the individual any and all
reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or
proceeding. In order to receive an advance of expenses, the individual must submit to the Registrant a statement or
statements that reasonably evidences such expenses. Also, the individual must repay such advances upon a final
judicial decision that he or she is not entitled to indemnification. The Registrant's obligations under the indemnification
agreements continue for as long as the director or officer is a director, officer, employee or other agent of the Registrant
(or is serving at the Registrant's request as a director or executive officer of another corporation or entity) and, after
termination of the director's or officer's relationship with the Registrant, for so long as the director or officer shall be
subject to any possible claim or action, suit or proceeding by reason of the fact that Agent was serving in the capacity
referred to herein. </P>

<P>The Registrant has purchased directors' and officers' liability insurance.
</P>

<B><P>Item 7.&#9;<U>Exemption from Registration Claimed</U>.</P>
</B>
<P>&#9;Not Applicable.</P>
<B>
<P>Item 8.&#9;<U>Exhibits</U>.</P>
</B>
<P>See Index to Exhibits, which is hereby incorporated herein by reference. </P>


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<B>
<P>Item 9.&#9;<U>Undertakings</U>.</P>
</B>
<P>(a) The Registrant hereby undertakes: </P>

<DIR>

<P>(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement: </P>
<DIR>

<P>(i) To include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act of 1933; </P>

<P>(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth in the &quot;Calculation of Registration
Fee&quot; table in the effective registration statement; </P>

<P>(iii) To include any material information with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the registration statement; </P>
</DIR>

<I><P>Provided, however</I>, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form
S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section&nbsp;13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration statement. </P>

<P>(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial <I>bona fide </I>offering thereof. </P>

<P>(3) To remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering. </P>

</DIR>

<P>(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to Section&nbsp;15(d) of the Exchange Act)
that is incorporated by reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
<I>bona fide </I>offering thereof. </P>

<P>(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. </P>


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<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P>Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas,
State of California, on this 16<SUP>th</SUP> day of June, 2010.</P>

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<P ALIGN="JUSTIFY">&#9;IXYS CORPORATION</P>
<P ALIGN="JUSTIFY">&#9;By: &#9;<U>&#9;/s/ Nathan Zommer&#9;         &#9;&#9;<BR>
</U>   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;        Nathan Zommer<BR>
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      Chairman and Chief Executive Officer</P>

</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>


<P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">POWER OF ATTORNEY</P>
</B><P>KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby
constitute and appoint Nathan Zommer and Uzi Sasson, and each of them, with full power of substitution and full power
to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name,
place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this
registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in
order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.</P>
<P>Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed
by the following persons in the capacities indicated.</P>

<TABLE BORDER=0 CELLSPACING=2 CELLPADDING=2 WIDTH=638>
<TR><TD WIDTH="31%" VALIGN="TOP">
<B><U><FONT SIZE=2><P ALIGN="CENTER">Signature</B></U></FONT></TD>
<TD WIDTH="36%" VALIGN="TOP">
<B><U><FONT SIZE=2><P ALIGN="CENTER">Title</B></U></FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<B><FONT SIZE=2><P>       <U>Date</B></U></FONT></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><U> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; /s/ Nathan Zommer &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR></U>
                  Nathan Zommer </FONT></TD>
<TD WIDTH="36%" VALIGN="TOP">
<FONT SIZE=2><P>Chairman of the Board of Directors and Chief Executive Officer <BR>
   (Principal Executive Officer)</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>June 16, 2010</FONT></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="TOP">
<FONT SIZE=2>
<P ALIGN="CENTER"><U> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; /s/ Uzi Sasson &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR></U>
                  Uzi Sasson</FONT></TD>
<TD WIDTH="36%" VALIGN="TOP">
<FONT SIZE=2>
<P>Chief Operating Officer and Chief Financial Officer<BR>
(Principal Financial Officer and Principal Accounting Officer)</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>June 16, 2010</FONT></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="TOP">
<FONT SIZE=2>
<P ALIGN="CENTER"><U> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; /s/ Donald L. Feucht &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR></U>
                  Donald L. Feucht</FONT></TD>
<TD WIDTH="36%" VALIGN="TOP">
<FONT SIZE=2>
<P>Director</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>June 16, 2010</FONT></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="TOP">
<FONT SIZE=2>
<P ALIGN="CENTER"><U> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; /s/ Samuel Kory &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR></U>
                  Samuel Kory</FONT></TD>
<TD WIDTH="36%" VALIGN="TOP">
<FONT SIZE=2>
<P>Director</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>June 16, 2010</FONT></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="TOP" HEIGHT=28>
<FONT SIZE=2>
<P ALIGN="CENTER"><U> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; /s/ S. Joon Lee &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR></U>
                  S. Joon Lee</FONT></TD>
<TD WIDTH="36%" VALIGN="TOP" HEIGHT=28>
<FONT SIZE=2>
<P>Director</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP" HEIGHT=28>
<FONT SIZE=2><P>June 16, 2010</FONT></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="TOP">
<FONT SIZE=2>
<P ALIGN="CENTER"><U> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; /s/ Timothy A. Richardson &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR></U>
                   Timothy A. Richardson</FONT></TD>
<TD WIDTH="36%" VALIGN="TOP">
<FONT SIZE=2>
<P>Director</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>June 16,  2010</FONT></TD>
</TR>
<TR><TD WIDTH="31%" VALIGN="TOP">
<FONT SIZE=2>
<P ALIGN="CENTER"><U> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; /s/ James A. Thorburn  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR></U>
                  James A. Thorburn </FONT></TD>
<TD WIDTH="36%" VALIGN="TOP">
<FONT SIZE=2>
<P>Director</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>June 16, 2010</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2>
<P>&nbsp;</P>
<P>&nbsp;</P>

<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>

<TABLE CELLSPACING=1 BORDER=0 CELLPADDING=1 WIDTH=100%>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">INDEX TO EXHIBITS</B></FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="90%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<B><U><FONT SIZE=2><P ALIGN="JUSTIFY">EXHIBIT</B></U></FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="90%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">5.1</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY"><A HREF="exh5-1.htm">Opinion of Latham &amp; Watkins LLP</A>
&nbsp;&nbsp;&nbsp;&nbsp; <A HREF="exhibit5-1.pdf">PDF file as a courtesy</A></FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="90%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">10.1</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">
<A HREF="http://www.sec.gov/Archives/edgar/data/945699/000095012310057605/f56075exv10w25.htm">
ZiLOG, Inc. 2002 Omnibus Stock Incentive Plan, as amended (filed on June 11,
2010 as Exhibit 10.25 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference)
</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="90%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">10.2</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">
<A HREF="http://www.sec.gov/Archives/edgar/data/945699/000095012310057605/f56075exv10w27.htm">
ZiLOG, Inc. 2004 Omnibus Stock Incentive Plan, as amended (filed on June 11,
2010 as Exhibit 10.27 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by
reference)</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="90%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">23.1</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Consent of Latham &amp; Watkins LLP (included in Exhibit 5.1)
</FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="90%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">23.2</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY"><A HREF="exh23-2.htm">Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm</A>
&nbsp;&nbsp;&nbsp;&nbsp; <A HREF="exhibit23-2.pdf">PDF file as a courtesy</A></FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="90%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">24.1</FONT></TD>
<TD WIDTH="90%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Power of Attorney (included in the signature page to this registration statement)</FONT></TD>
</TR>
</TABLE>


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<P style="PAGE-BREAK-BEFORE: always" align=left>


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</HTML>
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{"company-data": {"conformed-name": "IXYS CORP /DE/", "cik": "0000945699", "assigned-sic": "3674", "irs-number": "770140882", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-167548", "film-number": "10900234"}, "business-address": {"street1": "1590 BUCKEYE DRIVE", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4084579000"}, "mail-address": {"street1": "1590 BUCKEYE DRIVE", "city": "MILPITAS", "state": "CA", "zip": "95035"}, "former-company": {"former-conformed-name": "PARADIGM TECHNOLOGY INC /DE/", "date-changed": "19951031"}}
June 16 2010 S-8 DOC
PDF provided as courtesy
As filed with the Securities and Exchange Commission on June 16, 2010       
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________
IXYS CORPORATION
(Exact Name of Registrant as Specified in Its
Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
_____________________
77-0140882
(I.R.S. Employer
Identification Number)
_____________________
1590 Buckeye Drive
Milpitas, California 95035
(Address of Principal Executive Offices including Zip Code)
_____________________________
ZiLOG, Inc. 2002 Omnibus Stock Incentive Plan, as amended
ZiLOG, Inc. 2004 Omnibus Stock Incentive Plan, as amended
(Full Title of the Plans)
_____________________________
Uzi Sasson
IXYS Corporation
1590 Buckeye Drive
Milpitas, California 95035
(408) 457-9000
(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
_____________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-
accelerated filer, or a smaller reporting company.  See the definition of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  Check
one:
Large Accelerated Filer
¨
Accelerated Filer
x
Non-Accelerated Filer
¨
(Do not check if a smaller reporting company)
Smaller Reporting Company
¨
_____________________________
CALCULATION OF REGISTRATION FEE
Title of Securities to be
Registered(1)
Amount
to be
Registered(1)
Proposed
Maximum
Offering Price
Per Share (2)
Proposed
Maximum
Aggregate
Offering
Price
Amount of
Registration
Fee
Common Stock, $0.01 Par Value
1,019,552
$8.60
$8,768,147.20
$625.17
(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "
Securities
Act
"), this registration statement shall also cover any additional shares of the Registrant's common stock that
become issuable under the ZiLOG, Inc. 2002 Omnibus Stock
Incentive Plan, as amended, and the ZiLOG, Inc. 2004 Omnibus Stock Incentive Plan, as amended, by reason
of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant's receipt of
consideration which would increase the number of outstanding shares of common stock.
(2)   Estimated solely for the purpose of calculating the registration fee. Calculated pursuant to Rules 457(c) and
457(h) under the Securities Act based on the average of the high and low prices of shares of the Registrant's common
stock reported on the NASDAQ Global Select Market on June 10, 2010.
Proposed sale to take place as soon after the effective date of the
registration statement as awards under the Plans are exercised.
EXPLANATORY NOTE
On December 5, 2009, IXYS Corporation (the "
Registrant
"), Zanzibar Acquisition, Inc.,
a direct wholly-owned subsidiary of the Registrant ("
Merger Sub
"), and ZiLOG, Inc.
("
ZiLog
") entered into an Agreement and Plan of Merger, pursuant to which, among other things,
Merger Sub would be merged with and into ZiLog (the "
Merger
"). On February 18, 2010, upon the
consummation of the Merger, ZiLog became a direct wholly-owned subsidiary of the Registrant. In connection with the
Merger, Registrant assumed the ZiLOG, Inc. 2002 Omnibus Stock Incentive Plan, as amended, and the ZiLOG, Inc.
2004 Omnibus Stock Incentive Plan, as amended (together, the "
Plans
"), and the shares of
common stock of ZiLOG issuable under the Plans were converted into shares of common stock, $0.01 par value, of the
Registrant (the "
Registrant Common Stock
"). The post-Merger adjustments to determine the
number of shares of Registrant Common Stock issuable under the Plans were based on an option exchange ratio of
0.430468187.  No options or restricted stock are currently outstanding under the Plans.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation
by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the
"
SEC
" or the "
Commission
").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In this registration statement, IXYS Corporation is sometimes referred to as
"Registrant," "we," "us" or "our."
Item 3.
Incorporation of Documents by Reference
.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring you to those documents.  The
information incorporated by reference is considered to be part of this registration statement, and later information filed
with the SEC will update and supersede this information.  We hereby incorporate by reference into this registration
statement the following documents previously filed with the SEC:
(a)	The Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2010,
filed by the Registrant with the Commission on June 11, 2010;
(b)	All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "
Exchange Act
"), since the end of the fiscal year covered by the
Registrant's Annual Report referred to in (a) above; and
(c)	The Registrant's Registration Statement on Form 8-A/A (Registration No. 000-26124) filed with the
Commission on September 15, 2000 pursuant to Section 12(g) of the Exchange Act, in which the terms, rights
and provisions applicable to the Registrant's Common Stock are described.
All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the registration statement which
indicates that all of the shares of Registrant Common Stock offered have been sold or which deregisters all of such
shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a
part hereof from the date of the filing of such documents; except as to any portion of any future annual or quarterly report
to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed
filed under such provisions.  For the purposes of this registration statement, any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the
extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration
statement.
Item 4.
Description of Securities
.
Not Applicable.
Item 5.
Interests of Named Experts and Counsel
.
Not Applicable.
Item 6.
Indemnification of Directors and Officers
.
Section 145 of the Delaware General Corporation Law permits indemnification of a corporation's officers
and directors under certain conditions and subject to certain limitations. Section 145 of the Delaware General
Corporation Law also provides that a corporation has the power to purchase and maintain insurance on behalf of its
officers and directors against any liability asserted against such person and incurred by him or her in such capacity, or
arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her
against such liability under the provisions of Section 145 of the Delaware General Corporation Law.
Article XI, Section 43 of the Registrant's amended and restated
bylaws provides that the Registrant will indemnify its directors to the fullest extent not prohibited by the Delaware
General Corporation Law or other applicable law. The Registrant's bylaws provide that the Registrant has the power, but
is not required, to indemnify its employees and other agents as set forth in the Delaware General Corporation Law or
other applicable law. The rights to indemnity under the Registrant's bylaws continue as to a person who has ceased to
be a director and inure to the benefit of the heirs, executors and administrators of the person. Expenses incurred by a
director in defending any threatened or current civil, criminal, administrative or investigative action, suit or proceeding
brought or threatened to be brought against the director by reason of the fact that he or she is or was director of the
Registrant (or was serving at the Registrant's request as a director or executive officer of another corporation or entity)
shall be paid by the Registrant in advance of the final disposition of such action, suit or proceeding upon request from
the director and, if required by Delaware General Corporation Law, receipt of an undertaking by or on behalf of such
director to repay any advanced amounts if it shall ultimately be determined that he or she is not entitled under
Section 43 of the Registrant's bylaws to be indemnified by the Registrant. Unless otherwise provided for in
contracts between the Registrant and its officers, the Registrant is prohibited from advancing funds to officers if the
Registrant determines that the facts known to the Registrant at the time of determination clearly and convincingly
demonstrate that the officer acted in bad faith or in a manner that the officer did not believe to be in or not opposed to
the best interests of the Registrant.
As permitted by Section 102(b)(7) of the Delaware General
Corporation Law, Article VII of the Registrant's Amended and Restated certificate incorporation provides that its
directors shall not be personally liable for monetary damages for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director
derived an improper personal benefit.
The Registrant has entered into indemnification agreements for the benefit
of its directors and certain of its executive officers. Generally, the indemnification agreements attempt to provide the
maximum protection permitted by Delaware law as it may be amended from time to time. Moreover, the indemnification
agreements provide for certain additional indemnification. Under such additional indemnification provisions, however, an
individual will not receive indemnification for: claims for an accounting of profits from the purchase or sale of securities of
the Registrant pursuant to the provisions of Section 16(b) of the Exchange Act; conduct that the Registrant determines
was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; conduct that is established by a
final judgment as constituting a breach of the duty of loyalty to the Registrant or resulting in any personal profit or
advantage to the director or officer to which the director or officer was not legally entitled; any expenses for which
payment is actually made to the director or officer under an insurance policy or indemnity clause, bylaw or agreement;
any expenses or actions for which indemnification is not lawful; or expenses in connection with any proceeding (or part
thereof) initiated by the director or officer against the Registrant or its directors, officers, employees or other agents,
unless indemnification is expressly required to be made by law, the proceeding was authorized by the Registrant's board
of directors, the indemnification is provided by the Registrant pursuant to the powers vested in the Registrant by
Delaware law, or the proceeding is initiated to enforce the director's or officer's rights under the indemnification
agreement. The indemnification agreements provide for the Registrant to advance to the individual any and all
reasonable expenses (including legal fees and expenses) incurred in investigating or defending any such action, suit or
proceeding. In order to receive an advance of expenses, the individual must submit to the Registrant a statement or
statements that reasonably evidences such expenses. Also, the individual must repay such advances upon a final
judicial decision that he or she is not entitled to indemnification. The Registrant's obligations under the indemnification
agreements continue for as long as the director or officer is a director, officer, employee or other agent of the Registrant
(or is serving at the Registrant's request as a director or executive officer of another corporation or entity) and, after
termination of the director's or officer's relationship with the Registrant, for so long as the director or officer shall be
subject to any possible claim or action, suit or proceeding by reason of the fact that Agent was serving in the capacity
referred to herein.
The Registrant has purchased directors' and officers' liability insurance.
Item 7.
Exemption from Registration Claimed
.
Not Applicable.
Item 8.
Exhibits
.
See Index to Exhibits, which is hereby incorporated herein by reference.
Item 9.
Undertakings
.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the registration statement;
Provided, however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form
S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas,
State of California, on this 16
th
day of June, 2010.
IXYS CORPORATION
By:
/s/ Nathan Zommer
Nathan Zommer
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby
constitute and appoint Nathan Zommer and Uzi Sasson, and each of them, with full power of substitution and full power
to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name,
place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this
registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in
order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed
by the following persons in the capacities indicated.
Signature
Title
Date
/s/ Nathan Zommer
Nathan Zommer
Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer)
June 16, 2010
/s/ Uzi Sasson
Uzi Sasson
Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
June 16, 2010
/s/ Donald L. Feucht
Donald L. Feucht
Director
June 16, 2010
/s/ Samuel Kory
Samuel Kory
Director
June 16, 2010
/s/ S. Joon Lee
S. Joon Lee
Director
June 16, 2010
/s/ Timothy A. Richardson
Timothy A. Richardson
Director
June 16,  2010
/s/ James A. Thorburn
James A. Thorburn
Director
June 16, 2010
INDEX TO EXHIBITS
EXHIBIT
5.1
Opinion of Latham & Watkins LLP
PDF file as a courtesy
10.1
ZiLOG, Inc. 2002 Omnibus Stock Incentive Plan, as amended (filed on June 11,
2010 as Exhibit 10.25 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference)
10.2
ZiLOG, Inc. 2004 Omnibus Stock Incentive Plan, as amended (filed on June 11,
2010 as Exhibit 10.27 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by
reference)
23.1
Consent of Latham & Watkins LLP (included in Exhibit 5.1)
23.2
Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm
PDF file as a courtesy
24.1
Power of Attorney (included in the signature page to this registration statement)