UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 416, 2018

IXYS, ~~CORPORATION~~LLC

(Exact name of registrant as specified in its charter)

Delaware		000-26124		~~77-0140882~~N/A
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification Number)

1590 Buckeye Drive

Milpitas, California

95035

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (408) 457-9000

~~N/A~~IXYS Corporation

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~8.01~~Note ~~Other Events.~~

OnThis ~~January 4,~~Current ~~2018,~~Report ~~Littelfuse,~~on ~~Inc.~~Form ~~(“Littelfuse”)~~8-K ~~and~~is ~~IXYS~~being ~~Corporation~~filed ~~(“IXYS”)~~in ~~issued~~connection awith ~~joint press release announcing~~ the ~~election~~consummation ~~deadline~~ of ~~January 12,~~the ~~2018~~transactions contemplated by ~~which~~that ~~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 (the “Merger Agreement”), dated as of August 25, 2017, and amended as of December 4, 2017, by and among IXYS Corporation (“IXYS”), Littelfuse, ~~IXYS~~Inc. (“Littelfuse”), Iron Merger Co., Inc., a subsidiary of Littelfuse (“Merger Sub One”), and IXYS Merger Co., LLC, ~~(the~~a subsidiary of Littelfuse (“Merger ~~Agreement~~Sub Two”). ~~The~~Merger ~~press~~Sub ~~release~~One ~~also~~merged ~~announced~~with ~~that~~and into IXYS (the ~~parties~~“Initial ~~expect~~Merger”), towith ~~close~~IXYS surviving, and, immediately after the ~~transaction~~ onInitial ~~January 17~~Merger, ~~2018,~~IXYS ~~subject~~merged towith ~~the~~and ~~satisfaction~~into ofMerger Sub Two (the ~~conditions~~“Follow-On ofMerger,” and collectively with the Initial Merger, ~~Agreement~~the “Mergers”), ~~including~~with ~~the~~Merger ~~adoption~~Sub Two surviving as a subsidiary of Littelfuse (as such, the “Surviving Company”). In connection with the Follow-On Merger, ~~Agreement~~the bySurviving Company was renamed IXYS, ~~stockholders~~LLC. The ~~press~~events ~~release~~described isin ~~attached~~this ~~hereto~~Current asReport ~~Exhibit~~on 99Form 8-K occurred in connection with the consummation of the Mergers.1 ~~and~~The ~~is incorporated~~Mergers ~~herein~~are bymore ~~reference~~fully described in Item 2.01 below.

~~* * * * *~~ Item 1.02 Termination of a Material Definitive Agreement.

~~Forward-Looking~~In ~~Statements~~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.

~~This communication~~Item contains forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended) concerning IXYS, Littelfuse, the proposed transaction and other matters2.01 ~~These~~Completion ~~statements may discuss goals, intentions and expectations as to future plans, trends, events, results~~ of ~~operations~~Acquisition or ~~financial~~Disposition ~~condition, or otherwise, based on current beliefs~~ of ~~the management of IXYS and Littelfuse, as well as assumptions made by, and information currently available to, such management~~Assets. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “would,” “should,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the parties’ control. Therefore, you should not place undue reliance on such statements.

~~Factors~~The ~~which~~information ~~could~~provided ~~cause actual results to differ from those projected or contemplated~~ in ~~any such forward-looking statements include, but are not limited to,~~ the ~~following~~Introductory ~~factors:~~Note ~~(1) the risk that the conditions to the closing~~ of ~~the~~this ~~proposed~~Current transaction are not satisfied, including the risk that required regulatory approvals or approval from the stockholders of IXYS are not obtained; (2) potential litigation relating to the proposed transaction; (3) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each party to consummate the proposed transaction; (4) risks that the proposed transaction disrupts the current plans and operations of IXYS or Littelfuse; (5) the ability of IXYS and Littelfuse to retain and hire key personnel; (6) competitive responses to the announcement or completion of the proposed transaction; (7) unexpected costs, charges or expenses resulting from the proposed transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; (9) the combined companies’ ability to achieve the growth prospects and synergies expected from the proposed transaction, as well as delays, challenges and expenses associated with integrating the combined companies’ existing businesses; (10) legislative, regulatory and economic developments; and (11) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in IXYS’ and Littelfuse’s most recent Quarterly Report on Form 108-~~Q and Annual Report on Form 10-~~K, ~~respectively, and IXYS’ and~~is ~~Littelfuse’s~~incorporated ~~more~~by ~~recent~~reference ~~reports filed with the SEC~~herein. Neither IXYS nor Littelfuse undertakes any intent or obligation to publicly update or revise any of these forward looking statements, whether as a result of new information, future events or otherwise, except as required by law.

NoOn ~~Offer~~January 17, 2018, pursuant to the Merger Agreement, the Mergers were completed. At the effective time of the Initial Merger (the “Effective Time”), each outstanding share of IXYS common stock, par value $0.01 per share (each, an “IXYS Common Share”), other than IXYS Common Shares owned or ~~Solicitation~~held in treasury by IXYS or owned by Parent or Merger Sub One (which were cancelled) and any IXYS Common Shares held by stockholders who properly exercised and perfected appraisal rights under Delaware law, was converted into the right to receive, at the election of the stockholder, and subject to proration as described below, one of the following forms of consideration (the “Merger Consideration”):

~~This~~• ~~communication~~$23.00 ~~is not intended to and does not constitute an offer to sell or the solicitation of an offer to sell or buy any securities or the solicitation of any vote~~ in ~~any~~cash ~~jurisdiction~~(subject ~~pursuant~~ to ~~the~~applicable ~~proposed~~withholding ~~transaction or otherwise~~tax), ~~nor~~without ~~shall~~interest ~~there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under~~ (the ~~securities~~“Cash ~~laws~~Consideration”); ~~of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.~~ or

~~Important~~• ~~Additional~~0.1265 ~~Information~~of a share of common stock, par value $0.01 per share, of Littelfuse (each, a “Littelfuse Common Share” and ~~Where~~such toconsideration, ~~Find~~the It“Stock Consideration”).

InThe ~~connection~~election ~~with~~deadline for the ~~proposed~~Merger ~~transaction,~~Consideration ~~IXYS~~was ~~and~~5:00 ~~Littelfuse~~pm ~~have~~Eastern ~~filed~~Time, ~~and~~January 12, ~~will file relevant materials with the Securities and Exchange Commission (“SEC”)~~2018. ~~Littelfuse~~Based ~~has filed with the SEC a registration statement~~ on ~~Form S-4 (Registration No. 333-221147) (~~the ~~“registration~~final ~~statement”)~~results ~~containing a proxy statement~~ of ~~IXYS that also constitutes a prospectus of Littelfuse (~~the “proxy statement/prospectus”). This document is not a substitute for the registration statement or proxy statement/prospectus or any other document which IXYS or Littelfuse may file with the SEC. INVESTORS ANDMerger ~~STOCKHOLDERS~~Consideration ~~ARE~~elections URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENT TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IXYS, LITTELFUSE, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. A definitive proxy statement/prospectus has been sent to IXYS stockholders. Investors and ~~stockholders are able to obtain free copies of these materials through~~ the ~~website~~terms ~~maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies~~ of ~~these materials by contacting IXYS Investor Relations at (408) 457-9000 or investorrelations@ixys.net (for documents filed with~~ the ~~SEC~~Merger byAgreement: ~~IXYS) or Littelfuse Investor Relations at (773) 628-1000 (for documents filed with the SEC by Littelfuse).~~

~~Participants~~• holders of approximately 94% of the outstanding IXYS Common Shares, or approximately 31,103,603 IXYS Common Shares, elected to receive the Stock Consideration, and each such holder is entitled to receive, in accordance with the ~~Solicitation~~proration procedures in the Merger Agreement, (i) 0.1265 of a Littelfuse Common Share per IXYS Common Share with respect to approximately 53% of its IXYS Common Shares and (ii) $23.00 in cash per IXYS Common Share with respect to the remaining number of its IXYS Common Shares;

~~IXYS, Littelfuse~~• ~~and~~holders ~~their respective directors and executive officers may be deemed to be participants in the solicitation~~ of ~~proxies~~approximately ~~from~~1% ~~the stockholders~~ of ~~IXYS in respect of~~ the ~~proposed~~outstanding ~~transaction under the rules of the SEC. Information regarding~~ IXYS’ ~~directors~~Common ~~and executive officers is contained in IXYS’ Annual Report on Form 10-K for the year ended March 31~~Shares, ~~2017,~~or ~~which~~approximately ~~was filed with the SEC on June 12~~273,510 ~~2017,~~IXYS ~~and~~Common ~~its proxy statement for its 2017 annual meeting of stockholders~~Shares, ~~which~~ ~~was~~elected ~~filed~~to ~~with~~receive the ~~SEC~~Cash ~~on July 28~~Consideration, ~~2017. Information regarding Littelfuse’s directors~~ and ~~executive~~each ~~officers~~such holder is ~~contained~~entitled into ~~Littelfuse’s~~receive Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on February 27, 2017, and its proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on March 16, 2017$23.00 ~~Additional information regarding the participants~~ in ~~the~~cash ~~solicitation~~per ~~of the stockholders of~~ IXYS ~~and~~Common ~~a description~~Share; ~~of their direct or indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus~~ and ~~other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.~~

~~Item~~• ~~9.01.~~holders ~~Financial~~of ~~Statements~~approximately 5% of the outstanding IXYS Common Shares, or approximately 1,708,897 IXYS Common Shares, did not make a valid election or did not deliver a valid election form prior to the election deadline, and ~~Exhibits~~each such holder is entitled to receive $23.00 in cash per IXYS Common Share.

~~(d)~~The ~~Exhibits~~Merger Consideration was subject to proration such that 50% of IXYS Common Shares outstanding immediately prior to the Effective Time were converted into the right to receive the Cash Consideration and the remaining IXYS Common shares were converted into the right to receive the Stock Consideration. No fractional Littelfuse Common Shares were issued in the Initial Merger.

Exhibit No.		Description of Exhibit
99.1		Joint Press Release, dated January 4, 2018.

In addition, each outstanding and unexercised option to purchase IXYS Common Shares granted by IXYS under one of its equity plans (each, an “IXYS Stock Option”), other than certain IXYS Stock Options that were settled for cash in connection with the Initial Merger, was assumed by Littelfuse and converted at the Effective Time into an option (a “Littelfuse Stock Option”) to acquire (i) that number of whole Littelfuse Common Shares (rounded down to the nearest whole share) equal to the product of (x) the number of IXYS Common Shares subject to such IXYS Stock Option immediately prior to the Effective Time multiplied by (y) 0.1265, (ii) at an exercise price per Littelfuse Common Share (rounded up to the nearest whole cent) equal to the quotient of (x) the exercise price per IXYS Common Share of such IXYS Stock Option divided by (y) 0.1265. Each IXYS Stock Option assumed and converted into a Littelfuse Stock Option will continue to have, and will be subject to, the same vesting schedule (including any accelerated vesting terms) and all other terms and conditions as applied to such IXYS Stock Option immediately prior to the Effective Time.

~~SIGNATURES~~The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Annex A to IXYS’ definitive proxy statement on Schedule 14A, filed with the SEC on December 13, 2017, and is incorporated into this Item 2.01 by reference.

~~Pursuant~~Item to3.01 ~~the~~Notice ~~requirements~~ of ~~the~~Delisting ~~Securities~~or ~~Exchange~~Failure ~~Act of 1934, as amended, the registrant has duly caused this report~~ to beSatisfy ~~signed~~a ~~on its~~Continued ~~behalf~~Listing byRule ~~the~~or ~~undersigned~~Standard; ~~hereunto~~Transfer ~~duly~~of ~~authorized~~Listing.

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. Also on January 17, 2018, in accordance with IXYS’ request, Nasdaq filed a Form 25 to provide notification of such delisting and to effect the deregistration of IXYS Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). IXYS intends to file a Form 15 with the SEC to terminate the registration of IXYS Common Shares under the Exchange Act and to suspend IXYS’ reporting obligations under the Exchange Act. The information in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference.

Item 3.03 Material Modifications to the Rights of Security Holders.

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.

Item 5.01 Changes in Control of Registrant.

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.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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. The information in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Merger, dated August 25, 2017, as amended by Amendment No. 1, dated as of December 4, 2017, by and among IXYS Corporation, Littelfuse, Inc., Iron Merger Co., Inc., and IXYS Merger Co., LLC (incorporated by reference to Annex A to the definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December 13, 2017).

3.1		Amended and Restated Certificate of Incorporation of IXYS Corporation.

3.2		Amended and Restated Bylaws of IXYS Corporation.

* * * * *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


				IXYS, LLC
Dated: January 17, 2018
				/s/ Ryan K. Stafford
				Name: Ryan K. Stafford
				Title: Manager

IXYS CORPORATION

Dated: January 4, 2018

/s/ Uzi Sasson

Name: Uzi Sasson

Title: President and Chief Executive Officer

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