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 21, 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 1.01 – Entry into a Material Definitive
Agreement
On July 21, 2010, Vishay
Intertechnology, Inc. (“Vishay”) issued a press release announcing the terms of
the replacement notes to be issued to holders of Vishay’s exchangeable
floating-rate unsecured notes due 2102 and revised terms of
its outstanding warrants as required due to the spin-off of
Vishay Precision Group, Inc. on July 6, 2010. A copy of the press release is
attached as Exhibit 99 to this report.
Item 9.01 – Financial Statements and
Exhibits
(d)
Exhibits
| Exhibit No. | Description | |
| 99 | Press release dated July 21, 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: July 21, 2010
| VISHAY INTERTECHNOLOGY, INC. | |||
| By: | /s/ Lior E. Yahalomi | ||
| Name: Dr. Lior E. Yahalomi | |||
| Title: Executive Vice President and | |||
| Chief Financial Officer | |||
Vishay Intertechnology and Vishay Precision Group
Announce Terms of Replacement Notes and Warrants
Malvern, PA – July 21,
2010 – Vishay Intertechnology, Inc. (“Vishay”) (NYSE: VSH) and Vishay Precision
Group, Inc. (“VPG”) (NYSE: VPG) today announced the terms of the replacement
notes to be issued to holders of Vishay’s exchangeable floating-rate unsecured
notes due 2102. Vishay also announced revised terms of its outstanding warrants,
and VPG announced the terms of warrants that it has issued.
As previously announced,
on July 6, 2010, Vishay distributed all outstanding shares of VPG to its
stockholders in the form of a tax-free dividend. Pursuant to the put and call
agreement related to the exchangeable floating-rate unsecured notes due 2102, as
a consequence of the spin-off, Vishay was required to take action so that the
existing notes would be exchanged for a combination of new notes of Vishay and
notes issued by VPG, based on formulae included in the put and call
agreement.
The terms of the new
Vishay notes and the new VPG notes are based on the terms of the original Vishay
exchangeable floating-rate unsecured notes, which were issued on December 13,
2002. Certain terms were determined based upon the respective market values of
the common stock of Vishay and VPG on the first ten trading days after the
spin-off.
The terms of the
replacement notes are summarized as follows:
| Original Vishay Intertechnology Notes |
New Vishay
Intertechnology Notes |
Vishay Precision Group Notes | |
| Issuer | Vishay Intertechnology, Inc. | Vishay Intertechnology, Inc. | Vishay Precision Group, Inc. |
| Maturity | December 13, 2102 | December 13, 2102 | December 13, 2102 |
| Aggregate principal amount outstanding |
$105,000,000 | $95,041,540 (approximately 90.52%) |
$9,958,460 (approximately 9.48%) |
| Interest | Notes bear interest at three-month LIBOR, reset quarterly. Beginning January 1, 2011, the interest rate may be reduced to 50% of LIBOR if Vishay common stock trades above the interest rate hurdle for 30 or more consecutive trading days prior to that point. | Notes bear interest at three-month LIBOR, reset quarterly. Beginning January 1, 2011, the interest rate may be reduced to 50% of LIBOR if Vishay common stock trades above the interest rate hurdle for 30 or more consecutive trading days prior to that point. | Notes bear interest at three-month LIBOR, reset quarterly. Beginning January 1, 2011, the interest rate may be reduced to 50% of LIBOR if VPG common stock trades above the interest rate hurdle for 30 or more consecutive trading days prior to that point. |
| Interest payment
dates |
Payable quarterly on March 31, June 30, September 30, December 31 | Payable quarterly on March 31, June 30, September 30, December 31 | Payable quarterly on March 31, June 30, September 30, December 31 |
| Put / Call rate
per share |
$17.00 | $15.39 | $22.57 |
| Aggregate shares
issuable upon exchange of notes |
6,176,471 | 6,176,471 | 441,176 |
| Interest rate hurdle
per share |
$45.00 | $40.73 | $59.75 |
| Call target price
per share |
$35.00 | $31.68 | $46.47 |
Also as a result of the
spin-off, holders of Vishay warrants were issued warrants to acquire common
stock of VPG, and the existing Vishay warrants were modified. The exercise
prices of the modified Vishay warrants and the newly issued VPG warrants were
determined based upon the respective market values of the common stock of Vishay
and VPG on the first ten trading days after the spin-off.
The terms of the
warrants are summarized as follows:
| Original Vishay Intertechnology Warrants |
Modified Vishay Intertechnology Warrants |
Vishay Precision
Group Warrants |
|
| Issuer | Vishay Intertechnology, Inc. | Vishay Intertechnology, Inc. | Vishay Precision Group, Inc. |
| Underlying shares of common stock – Class A warrants |
7,000,000 | 7,000,000 | 500,000 |
| Exercise price – Class A warrants |
$20.00 | $18.10 | $26.56 |
| Underlying shares of common stock – Class B warrants |
1,823,529 | 1,823,529 | 130,252 |
| Exercise price – Class B warrants |
$30.30 | $27.43 | $40.23 |
| Expiration date – all warrants |
December 13, 2012 | December 13, 2012 | December 13, 2012 |
The summary and
descriptions set forth above are provided for informational purposes only. For
specific terms and conditions, please refer to the referenced note instrument,
put and call agreement, and warrant agreement (filed as Exhibits 4.5, 4.3, and
4.1, respectively, to Vishay’s current report on Form 8-K filed December 23,
2002); Vishay’s registration statement on Form S-3/A (file number 333-102507)
filed on March 1, 2004; and VPG’s registration statement on Form 10 filed June
22, 2010.
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.
About Vishay Precision
Group
Vishay Precision Group
produces sensors based on resistive foil technology, and sensor-based systems.
VPG provides vertically integrated products and solutions for multiple growing
markets in the areas of stress measurement, industrial weighing, and
manufacturing process control. As a spin-off from Vishay Intertechnology, VPG
has a decades-long track record of innovation in foil precision resistors,
current sensors, and strain gages, which has served as a foundation for our more
recent expansion into strain gage instrumentation, load cells and transducers,
load cell modules, and complete systems for process control and on-board
weighing. Vishay Precision Group may be found on the Internet at
www.vishaypg.com.
CONTACTS:
Vishay Intertechnology,
Inc.
Peter G. Henrici
Senior Vice President
Corporate Communications
(610) 644-1300
Vishay Precision Group
William M. Clancy
Chief Financial Officer
(484) 321-5300
Joele Frank, Wilkinson
Brimmer Katcher
Matthew Sherman /
Jennifer Friedman
(212) 355-4449