Registration
No. 333-66289
Registration
No. 333-96081
Registration
No. 333-92204
Registration
No. 333-109857
Registration
No. 333-139502
Registration
No. 333-147256
Registration
No. 333-163975
Registration
No. 333-167548
Registration
No. 333-174797
Registration
No. 333-177784
Registration
No. 333-192269
Registration
No. 333-200071
Registration
No. 333-214504
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-66289
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-96081
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-92204
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-109857
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-139502
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-147256
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-163975
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-167548
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-174797
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-177784
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-192269
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-200071
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-214504
UNDER
THE SECURITIES ACT OF 1933
IXYS, LLC
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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N/A
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. employer
identification no.)
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1590 BUCKEYE DRIVE
MILPITAS, CALIFORNIA
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95035-7418
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(Address of principal executive offices)
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Zip Code
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Paradigm Technology, Inc. Amended and Restated 1994 Stock Option Plan
IXYS Corporation Amended and Restated 1989 Common Stock Option Plan
1999 Equity Incentive Plan
1999 Employee Stock Purchase Plan
1999
Non-Employee
Directors Equity Incentive Plan
C.P. Clare Corporation
Non-Qualified
Stock Option Plan
CP Clare Corporation 1995 Stock Option and Incentive Plan
Microwave Technology, Inc. 1990 Stock Option Plan
Microwave Technology, Inc. 2000 Stock Option Plan
IXYS Corporation 1999 Equity Incentive Plan
IXYS Corporation 1999 Employee Stock Purchase Plan
IXYS Corporation 2009 Equity Incentive Plan
ZiLOG, Inc. 2002 Omnibus Stock Incentive Plan, as amended
ZiLOG, Inc. 2004 Omnibus Stock Incentive Plan, as amended
IXYS Corporation Amended and Restated 1999 Employee Stock Purchase Plan
IXYS Corporation 2011 Equity Incentive Plan
IXYS Corporation 2013 Equity Incentive Plan
IXYS Corporation Amended and Restated 1999 Employee Stock Purchase Plan
IXYS Corporation 2016 Equity Incentive Plan
(Full title of the plans)
IXYS, LLC
1590 Buckeye
Drive
Milpitas, California 95035
(408)
457-9000
(Name, 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 definitions of large accelerated filer, accelerated filer, smaller reporting companyand emerging growth company in Rule
12b-2
of the Securities Exchange Act of 1934, as amended (the
Exchange Act
). (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for
complying with the new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements filed by IXYS, LLC, formerly known as IXYS Corporation (the
Company
), on Form
S-8
(collectively, the
Registration Statements
) filed by the Company with the U.S. Securities and Exchange Commission (the
SEC
),
pertaining to the registration of the Companys shares of common stock, par value $0.01 per share (
Common Stock
), offered under equity plans and agreements:
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Registration Statement
No. 333-66289
for the sale of 389,914 shares of Common Stock, originally filed with the SEC on October 29, 1998;
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Registration Statement
No. 333-96081
for the sale of 3,500,000 shares of Common Stock, originally filed with the SEC on February 3, 2000;
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Registration Statement
No. 333-92204
for the sale of 992,293 shares of Common Stock, originally filed with the SEC on July 10, 2002;
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Registration Statement
No. 333-109857
for the sale of 26,146 shares of Common Stock, originally filed with the SEC on October 21, 2003;
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Registration Statement
No. 333-139502
for the sale of 4,631,250 shares of Common Stock, originally filed with the SEC on December 20, 2006;
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Registration Statement
No. 333-147256
for the sale of 350,000 shares of Common Stock, originally filed with the SEC on November 9, 2007;
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Registration Statement
No. 333-163975
for the sale of 900,000 shares of Common Stock, originally filed with the SEC on December 23, 2009;
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Registration Statement
No. 333-167548
for the sale of 1,019,552 shares of Common Stock, originally filed with the SEC on June 16, 2010;
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Registration Statement
No. 333-174797
for the sale of 350,000 shares of Common Stock, originally filed with the SEC on June 9, 2011;
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Registration Statement
No. 333-177784
for the sale of 6000,000 shares of Common Stock, originally filed with the SEC on November 7, 2011;
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Registration Statement
No. 333-192269
for the sale of 2,000,000 shares of Common Stock, originally filed with the SEC on November 12, 2013;
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Registration Statement
No. 333-200071
for the sale of 350,000 shares of Common Stock, originally filed with the SEC on November 10, 2014; and
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Registration Statement
No. 333-214504
for the sale of 2,000,000 shares of Common Stock, originally filed with the SEC on November 8, 2016.
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The Company is filing this Post-Effective Amendment to its Registration Statements to withdraw and remove from registration the registered and unsold
securities issuable by the Company pursuant to the above referenced Registration Statements.
On January 17, 2018, pursuant to the Agreement and Plan
of Merger, dated as of August 25, 2017 (the
Merger Agreement
), by and among the Company, Littelfuse, Inc., a Delaware corporation (
Parent
), and Iron Merger Co., Inc., a Delaware corporation and wholly owned
subsidiary of Parent (
Merger Sub
), as amended by Amendment No. 1 dated as of December 4, 2017, by and among the Company, Parent, Merger Sub and IXYS Merger Co., LLC, a Delaware limited liability company and wholly owned
subsidiary of Parent (
Merger Sub Two
), Merger Sub merged with and into the Company (the
Initial Merger
), with the Company continuing as the surviving corporation of the Initial Merger. Further to the terms of
the Merger Agreement, the Company, as the surviving corporation of the Initial Merger, merged with and into Merger Sub Two (the
Follow-On
Merger
), with Merger Sub Two continuing as the
surviving corporation in the
Follow-On
Merger and a wholly-owned subsidiary of Parent.
As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company has
terminated all offerings of its securities pursuant to the above referenced Registration Statements. In accordance with an undertaking made by the Company in each of the Registration Statements to remove from registration by means of a
post-effective amendment any securities which remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all securities of the Company registered pursuant to the Registration Statements that remain
unsold as of the date hereof.
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 of filing of 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 January 17, 2018.
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IXYS, LLC
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By:
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/s/ Ryan K. Stafford
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Ryan K. Stafford
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Manager
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Note: No other person is required to sign this Post-Effective Amendment to the Registration Statements on
Form S-8
in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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