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): July 4, 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 1.01 Entry into a Material Definitive
Agreement
On July 6, 2010, Vishay
Intertechnology, Inc. (the “Company”) completed the previously announced
spin-off of Vishay Precision Group, Inc. (“VPG”) through a pro rata distribution
to the Company’s shareholders of all of VPG’s outstanding common stock and Class
B common stock (the “Distribution”). In connection with the Distribution, the
Company and its subsidiaries entered into certain agreements with VPG and its
subsidiaries that govern the relationship of the parties following the spin-off,
which are listed below in Item 9.01 (collectively referred to as the “Ancillary
Agreements”).
A summary of the
material terms of these agreements is contained in the section entitled “Certain
Relationships and Related Party Transactions-Agreements with Vishay
Intertechnology” in VPG’s Information Statement, Exhibit 99.1 to VPG’s Form 10
Registration Statement, filed with the Securities and Exchange Commission on
June 22, 2010, and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
(b) Departure of
Directors or Certain Officers
On July 6, 2010, in
connection with the completion of the spin-off of VPG, Mr. Ziv Shoshani, a
director and executive officer of the Company resigned from his executive
position with the Company. Mr. Shoshani remains a director of the Company’s
board of directors and now serves as the President and Chief Executive Officer
of VPG.
Item 8.01 Other Information
On July 7, 2010, the
Company issued a press release announcing the successful completion of the
Distribution. A copy of the press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
The material definitive
agreements filed as Exhibits 10.1-10.16 are incorporated by reference to the
respective exhibits with the same numbers in VPG’s Current Report on Form 8-K
dated July 7, 2010.
| Exhibit No. | Description | |
| 10.1 † | Tax Matters Agreement, dated July 6, 2010, between Vishay Precision Group, Inc. and Vishay Intertechnology, Inc. | |
| 10.2 † | Trademark License Agreement, dated July 6, 2010, between Vishay Precision Group, Inc. and Vishay Intertechnology, Inc. | |
| 10.3 † | Transition Services Agreement, dated July 6, 2010, between Vishay Precision Group, Inc. and Vishay Intertechnology, Inc. | |
| 10.4 † | Supply Agreement, dated July 6, 2010, between Vishay Advanced Technology, Ltd. and Vishay Dale Electronics, Inc. * | |
| 10.5 † | Secondment Agreement, dated July 6, 2010, between Vishay Precision Group, Inc. and Vishay Intertechnology, Inc. |
| 10.6 † | Patent License Agreement, dated July 6, 2010, between Vishay Precision Group, Inc. and Vishay Dale Electronics, Inc. * | |
| 10.7 † | Lease Agreement, dated July 4, 2010, between Vishay Advanced Technology, Ltd. and V.I.E.C. Ltd. | |
| 10.8 † | Supply Agreement, dated July 6, 2010, between Vishay Dale Electronics, Inc. and Vishay Advanced Technology, Ltd. * | |
| 10.9 † | Supply Agreement, dated July 6, 2010, between Vishay Measurements Group, Inc. and Vishay S.A. * | |
| 10.10 † | Manufacturing Agreement, dated July 6, 2010, between Vishay S.A. and Vishay Precision Foil GmbH * | |
| 10.11 † | Intellectual Property License Agreement, dated July 6, 2010, between Vishay S.A. and Vishay Precision Foil GmbH | |
| 10.12 † | Supply Agreement, dated July 6, 2010, between Vishay Precision Foil GmbH and Vishay S.A. * | |
| 10.13 † | Intellectual Property License Agreement, dated July 6, 2010, between Vishay S.A. and Vishay Measurements Group, Inc.* | |
| 10.14 † | Lease Agreement, between Vishay Alpha Electronics Corporation and Vishay Japan Co., Ltd. | |
| 10.15 † | Lease Agreement, dated July 6, 2010, between Vishay Intertechnology, Inc. and Vishay Precision Group, Inc. | |
| 10.16 † | Lease Agreement, dated July 4, 2010, between Vishay Precision Israel, Ltd. and Vishay Israel, Ltd. | |
| 99.1 | Press release, dated July 7, 2010. |
† Incorporated by reference to the respective
exhibits with the same numbers in VPG’s Current Report on Form 8-K dated July 4,
2010.
* Confidential treatment
has been requested by, and accorded to, VPG with respect to certain portions of
this Exhibit. Omitted portions have been filed separately by VPG with the
Securities and Exchange Commission.
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: July 7, 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 Announces Completion of Separation of
Vishay Precision Group
MALVERN, PA – July 7,
2010 – Vishay Intertechnology, Inc. (“Vishay”) (NYSE: VSH) announced today the
completion of the spin-off of Vishay Precision Group, Inc. (“VPG”) from
Vishay.
Vishay is a pure-play
discrete electronic components company and will focus on strengthening its
position as a global technology leader in discrete semiconductors and passive
components.
VPG is a leading
designer, manufacturer and marketer of resistive foil technology products such
as resistive sensors, weighing modules, and control systems for a wide variety
of applications. VPG will begin trading today on the New York Stock Exchange
under the ticker VPG.
Under the terms of the
spin-off, which was completed yesterday, July 6, 2010, Vishay common
stockholders of record as of 5:00 p.m. on June 25, 2010, the record date for the
distribution, received 1 share of VPG common stock for every 14 shares of Vishay
common stock they held, and Vishay Class B common stockholders of record as of
5:00 p.m. on June 25, 2010 received 1 share of VPG Class B common stock for
every 14 shares of Vishay Class B common stock they held.
“Today is the
culmination of many months of hard work necessary to accomplish the launch of
VPG and begin a new chapter for Vishay,” said Dr. Felix Zandman, Executive
Chairman of the Board and Chief Technical and Business Development Officer, and
Dr. Gerald Paul, President and Chief Executive Officer of Vishay. “We believe
that the separation of these companies is a natural evolution, which will enable
each company to more effectively execute strategies and allocate resources and
that will create value for stockholders of both companies.”
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, MOSFETs, and infrared
optoelectronics) and passive electronic components (resistors, inductors, and
capacitors). These components are used in virtually all types of electronic
devices and equipment, in the industrial, computing, automotive, consumer,
telecommunications, military, aerospace, power supplies, and medical markets.
Vishay’s product innovations, successful acquisition strategy, and “one-stop
shop” service have made it a global industry leader. Vishay can be found on the
Internet at 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 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. Factors that could influence 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