UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported) March 26, 2010
| Vishay Intertechnology, Inc. | ||
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 1-7416 | 38-1686453 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 63 Lancaster Avenue | ||
| Malvern, PA 19355 | 19355-2143 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code 610-644-1300 | ||
| (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:
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
| o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|
|
| o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR
240.13e-4(c))
|
Item 8.01 Other Events.
On March 26, 2010,
Vishay Intertechnology, Inc. issued a press release announcing that its
wholly-owned subsidiary Vishay Precision Group, Inc. (“VPG”) has filed a
registration statement on Form 10 with the Securities and Exchange Commission in
connection with the previously announced intended spin-off of VPG into an
independent, publicly-traded company.
A copy of the press
release regarding this announcement is attached as Exhibit 99.1 to this Form 8-K
and is incorporated herein by reference.
Item 9.01 Financial Statements and
Exhibits.
(d)
Exhibits
| Exhibit No. | Description | ||
| 99.1 | Press release dated March 26, 2010 | ||
Signature
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: March 26, 2010
| VISHAY INTERTECHNOLOGY, INC. | ||
| By: | /s/ Lior E. Yahalomi | |
| Name: | Dr. Lior E. Yahalomi |
| Title: | Executive Vice President and |
| Chief Financial Officer |
Exhibit 99.1
Vishay Precision Group Files Form 10
Registration Statement
MALVERN, PA – March 26,
2010 – Vishay Intertechnology, Inc. (“Vishay”) (NYSE: VSH) announced today that
its wholly-owned subsidiary Vishay Precision Group, Inc. (“VPG”) has filed a
registration statement on Form 10 with the Securities and Exchange Commission
(“SEC”) in connection with the previously announced intended spinoff of VPG into
an independent, publicly-traded company. The spin-off is expected to take the
form of a tax-free stock dividend to Vishay’s stockholders, in which holders of
Vishay common stock will receive common stock of VPG and holders of Vishay Class
B common stock will receive Class B common stock of VPG.
The Form 10 contains a
preliminary information statement that includes detailed information about VPG
as a standalone company, including, among other things, historical financial
information for VPG and management’s discussion and analysis of financial
condition and results of operations. The preliminary information statement also
includes a description of VPG’s business and strategy, its management and their
compensation, as well as other legal and financial disclosures, including risk
factors. In addition, the preliminary information statement contains certain
information relating to certain arrangements between Vishay and VPG following
the spin-off and the mechanics of, and conditions to, a proposed spin-off of
VPG. The preliminary information statement is incomplete and subject to change.
The registration statement is available at the SEC website at www.sec.gov and
can also be viewed on the Vishay website at http://ir.vishay.com.
“The filing of our
registration statement on Form 10 marks a major milestone on the road to launch
Vishay Precision Group as an independent, publicly-traded company,” said Ziv
Shoshani, the President and Chief Executive Officer designate of
VPG.
Dr. Gerald Paul,
President and Chief Executive Officer of Vishay, remarked: “The separation will
allow Vishay to focus on growing its core businesses and strengthening its
position as a global technology leader in discrete semiconductors and passive
components, while Vishay Precision Group will have more autonomy and flexibility
to allocate resources for its future growth. We look forward to completing the
separation and realizing the significant benefits for each of the two
companies.”
Dr. Felix Zandman will continue to be the Executive
Chairman of the Board of Directors and Chief Technical and Business Development
Officer of Vishay Intertechnology and will provide R&D consulting services
to VPG. Marc Zandman, currently Vice Chairman of the Board and Chief
Administration Officer of Vishay, is expected to also serve as non-executive
Chairman of the Board of Vishay Precision Group.
Vishay’s Board of
Directors and management team, in consultation with independent financial and
legal advisors, are working on the requirements to finalize and execute the
spin-off and expect the spin-off to occur in mid-2010. The spin-off will be
subject to a number of conditions, including, among other things: final approval
of Vishay’s Board of Directors, favorable market conditions, receipt of U.S. and
Israeli tax rulings and/or opinions, compliance with applicable rules and
regulations of the U.S. Securities and Exchange Commission and other customary
conditions.
J.P. Morgan is acting as
financial adviser to Vishay Intertechnology. Kramer Levin Naftalis & Frankel
LLP is acting as legal counsel to Vishay. Pepper Hamilton LLP is also acting as
legal counsel to Vishay on various tax matters.
About Vishay Precision
Group
Vishay Precision Group
is a leading designer, manufacturer and marketer of Foil Technology Products
(strain gages, ultra-precision foil resistors, and current sensors) and Weighing
Modules and Control Systems (transducers/load cells, instruments, weigh modules,
and control systems) for a wide variety of applications.
About Vishay
Intertechnology
Following completion of
the spin-off, Vishay Intertechnology will be a pure-play discrete electronic
components business and one of the world’s largest manufacturers of discrete
semiconductors (diodes, rectifiers, transistors, and optoelectronics and
selected ICs) and passive electronic components (resistors, capacitors, and
inductors). These components are used in virtually all types of electronic
devices and equipment, in the industrial, computing, automotive, consumer,
telecommunications, military, aerospace, and medical markets. Its product
innovations, successful acquisition strategy, and ability to provide “one-stop
shop” service have made Vishay a global industry leader.
FORWARD LOOKING STATEMENTS
Certain statements
contained in this release are forward-looking statements within the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. They include
statements regarding the anticipated timing of the spin-off transaction and the
anticipated benefits and effects of the transaction for both Vishay
Intertechnology and Vishay Precision Group. These statements are based on
current expectations only and are subject to uncertainties and assumptions. In
particular, Vishay Intertechnology could determine not to proceed with the
spin-off, to change the timing of the spin-off or to alter the terms and
conditions of the spin-off. Factors that could influence decisions regarding the
spin-off and the anticipated benefits and effects of the spin-off include
general business, economic and market conditions, circumstances affecting the
businesses of Vishay Intertechnology or Vishay Precision Group discussed in the
Annual Form 10-K Report of Vishay Intertechnology and in the Form 10 of Vishay
Precision Group or changes in Vishay’s strategic plans and programs. We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
CONTACTS:
Vishay Intertechnology,
Inc.
Peter G. Henrici
Senior Vice President Corporate Communications
(610) 644-1300
Peter G. Henrici
Senior Vice President Corporate Communications
(610) 644-1300
Joele Frank, Wilkinson
Brimmer Katcher
Matthew Sherman / Andrea Priest
(212) 355-4449
Matthew Sherman / Andrea Priest
(212) 355-4449