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): June 16, 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 | 19355-2143 | |
| (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 5.02 – Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June 16, 2010, the
Compensation Committee of the Board of Directors of Vishay Intertechnology, Inc.
(“Vishay”) approved certain changes in the employment arrangements of Dr. Gerald
Paul, Vishay’s President and Chief Executive Officer, and, upon the
recommendation of the Compensation Committee, the Board of Directors approved
certain changes in the employment arrangements of Dr. Felix Zandman, Vishay’s
Executive Chairman of the Board and Chief Technical and Business Development
Officer, Mr. Marc Zandman, Vishay’s Vice-Chairman of the Board and Chief
Administration Officer, and Dr. Lior Yahalomi, Vishay’s Executive Vice President
and Chief Financial Officer. These changes are expected to be included in
amendments to the employment agreements of these executive officers.
The terms of the
executives’ restricted stock units (“RSUs”) and performance-vested restricted
stock units or performance stock units (“PSUs”) were modified such that in the
event of (i) the termination of the executive’s employment under certain
circumstances, the executive’s outstanding RSUs shall immediately vest and the
outstanding PSUs shall vest on their normal vesting date to the extent
applicable performance criteria are realized; and (ii) a change of control of
Vishay, all of such executive’s outstanding RSUs and PSUs shall immediately
vest. Each of Dr. Gerald Paul’s and Mr. Marc Zandman’s employment arrangements
will also be modified such that upon any termination (other than for cause)
after attaining age 62, the executive would be entitled to the same payments and
benefits they would have received if their respective employment were terminated
by Vishay without cause or by the respective executive for good
reason.
Item 5.07 – Submission of Matters to a Vote of
Security Holders.
Vishay held its Annual
Meeting of Stockholders on June 16, 2010, at which stockholders voted on the
election of three directors to hold office until 2013, the ratification of the
appointment of Ernst & Young LLP as the Company’s independent registered
public accounting firm for the year ending December 31, 2010, and a stockholder
proposal.
Each share of common
stock is entitled to one vote, and each share of Class B common stock is
entitled to ten votes.
The results of the votes
of stockholders on each matter set forth at the Annual Meeting are as
follows:
| Election of Directors | |||||
| For | Withheld | ||||
| Dr. Felix Zandman | |||||
| Common stock | 78,974,900 | 62,173,580 | |||
| Class B common stock | 14,041,206 | - | |||
| Total voting power | 219,386,960 | 62,173,580 | |||
| Dr. Gerald Paul | |||||
| Common stock | 81,974,189 | 59,174,291 | |||
| Class B common stock | 14,041,206 | - | |||
| Total voting power | 222,386,249 | 59,174,291 | |||
| Frank D. Maier | |||||
| Common stock | 136,548,675 | 4,599,805 | |||
| Class B common stock | 14,041,206 | - | |||
| Total voting power | 276,960,735 | 4,599,805 | |||
| Ratification of Independent Registered Public Accounting Firm | |||||
| For | Against | Abstain | |||
| Common stock | 154,102,831 | 5,695,178 | 174,472 | ||
| Class B common stock | 14,041,758 | - | - | ||
| Total voting power | 294,520,411 | 5,695,178 | 174,472 | ||
| Stockholder Proposal | |||||
| For | Against | Abstain | |||
| Common stock | 4,140,115 | 136,759,662 | 248,703 | ||
| Class B common stock | - | 14,041,206 | - | ||
| Total voting power | 4,140,115 | 277,171,722 | 248,703 | ||
Item 8.01 – Other Events.
On June 16, 2010, Vishay
issued a press release announcing the timing and details of its spin-off of
Vishay Precision Group, Inc.
A copy of the press
release regarding this announcement is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. | Description | |
|
99.1
|
Press Release
dated June 16, 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: June 21, 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 Declares Spin-Off Dividend of VPG
Shares
Record and Distribution Dates and Final
Distribution Ratio Announced
MALVERN, PA – June 16,
2010 – Vishay Intertechnology, Inc. (“Vishay”) (NYSE: VSH) announced today the
timing and details regarding the spin-off of Vishay Precision Group, Inc.
(“VPG”) from Vishay.
The Vishay board of
directors has declared a pro rata dividend of the outstanding shares of VPG
capital stock owned by Vishay that will result in the complete separation of the
two companies. The targeted distribution date will be July 6, 2010, subject to
the satisfaction of all conditions to the spin-off, including declaration of
effectiveness of VPG’s registration statement filed with the Securities and
Exchange Commission relating to the spin-off. If the conditions are not
satisfied in time for a July 6, 2010 distribution, the distribution date will be
scheduled to occur on or before August 24, 2010, and would be expected to be
August 2, 2010. On the distribution date, Vishay common stockholders of record
as of 5:00 p.m. on June 25, 2010, the record date for the distribution, will
receive 1 share of VPG common stock for every 14 shares of Vishay common stock
they hold, and Vishay Class B common stockholders of record as of 5:00 p.m. on
June 25, 2010 will receive 1 share of VPG Class B common stock for every 14
shares of Vishay Class B common stock they hold.
Fractional shares of VPG
common stock and VPG Class B common stock will not be distributed to Vishay
stockholders. Instead, the fractional shares of VPG common stock will be
aggregated and sold in the open market, with the net proceeds distributed pro
rata in the form of cash payments to Vishay stockholders who would otherwise be
entitled to receive a fractional share of VPG common stock. Holders of Vishay
Class B common stock will be compensated by VPG for fractional shares of VPG
Class B common stock they were entitled to receive based upon the same price
used to cash out the fractional shares of VPG common stock.
No action or payment is
required by Vishay stockholders to receive the shares of VPG common stock and
VPG Class B common stock. Stockholders who hold Vishay common stock or Vishay
Class B common stock on the record date will receive a book-entry account
statement reflecting their ownership of VPG common stock or VPG Class B common
stock, or their brokerage account will be credited with the appropriate VPG
shares. An Information Statement containing details regarding the distribution
of the VPG common stock and VPG Class B common stock and VPG’s business and
management following the spin-off will be mailed to VPG stockholders prior to
the distribution date.
The spin-off has been
structured to qualify as a tax-free dividend to Vishay stockholders for U.S.
federal income tax purposes, and, based on customary representations made by
VPG, a private letter ruling confirming that result has been received from the
Internal Revenue Service. Cash received in lieu of fractional shares, however,
will be taxable. Vishay stockholders are urged to consult with their tax
advisors with respect to the U.S. federal, state, local and foreign tax
consequences of the Spin-off.
Shares of Vishay common
stock will continue to trade “regular way” on the New York Stock Exchange
(“NYSE”) under the symbol “VSH” through July 6, 2010 (or later distribution
date) and thereafter. Any holders of shares of Vishay common stock who sell
Vishay shares regular way on or before the distribution date will also be
selling their right to receive shares of VPG common stock. Investors are
encouraged to consult with their financial advisers regarding the specific
implications of buying or selling Vishay common stock on or before the
distribution date.
VPG common stock will
begin trading on a “when-issued” basis on the NYSE under the symbol “VPG WI”
(when-issued) beginning on June 23, 2010. On July 7, 2010 (or the next business
day after any later distribution date), when-issued trading of VPG common stock
will end and “regular-way” trading under the symbol “VPG” will begin. The CUSIP
number for the VPG common stock will be 92835K 103 when regular-way trading
begins.
The completion of the
spin-off is subject to the satisfaction or waiver of a number of conditions. An
Internal Revenue Service private letter ruling and NYSE listing approval for the
VPG common stock have been received. Vishay and VPG expect all other conditions
to the spin-off to be satisfied on or before the distribution date. If the
conditions to the spin-off are not satisfied by August 24, 2010, the spin-off
will not take place unless the board of directors takes further action to
declare a new pro rata dividend of the outstanding shares of VPG capital stock
owned by Vishay.
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
special tax counsel with respect to the spin off.
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
Vishay Intertechnology,
Inc., a Fortune 1,000 Company listed on the NYSE (VSH), is one of the world's
largest manufacturers of discrete semiconductors (diodes, rectifiers,
transistors, and optoelectronics and selected ICs) and passive electronic
components (resistors, capacitors, inductors, sensors, and transducers). 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. Vishay can be found on the Internet at
http://www.vishay.com.
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 / Sharon Stern
(212) 355-4449
Matthew Sherman / Sharon Stern
(212) 355-4449