UNITED STATES
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
| Date of Report (date of earliest event reported) |
|
|
|
|
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification Number)
|
|
|
|
|
(Address of Principal Executive Offices)
|
Zip Code
|
|
Registrant's telephone number, including area code
|
|
|
(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. ☐
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading symbol
|
Name of exchange on which registered
|
|
|
|
|
Item 8.01 – Other Events
Cash Dividend Declaration
On November 17, 2020
Vishay declared a quarterly cash dividend of $0.095 per share of common stock and Class B common stock outstanding payable on December 23, 2020 to stockholders of record at the close of business on December 11, 2020. A copy of the press release
announcing the dividend declaration is attached as Exhibit 99.1 to this report.
Stock Repurchase Authorization
On November 17, 2020, the Company’s Board of Directors renewed its authorization of the Executive Committee of the Board to execute programs to repurchase up to $150
million of common stock on the open market. Such transactions are subject to the execution by the Executive Committee of formal agreements with a purchasing agent, as well as market and business conditions, legal requirements, and other factors.
Such authorization does not obligate the Company to acquire any shares of common stock and it may be terminated or suspended at any time at the Company's discretion, in accordance with applicable laws and regulations. The Company expects to fund
any such transactions through cash on hand, and if necessary, borrowings under its revolving credit facility. The original authorization was to expire on December 1, 2020. No purchases of common stock have occurred pursuant to the prior authorization.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
|
|
|
||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
||
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: November 17, 2020
|
|
VISHAY INTERTECHNOLOGY, INC.
|
|
|
By:
|
/s/ Lori Lipcaman
|
|
|
|
Name:
|
Lori Lipcaman
|
|
|
|
Title:
|
Executive Vice President and
|
|
|
|
|
Chief Financial Officer
|
|
Exhibit 99.1
VISHAY INTERTECHNOLOGY
DECLARES QUARTERLY DIVIDEND
MALVERN, Pa., November
17, 2020 - Vishay Intertechnology, Inc. (NYSE:VSH), one of the
world's largest manufacturers of discrete semiconductors and passive components, announced today that the Company’s Board of Directors declared a dividend of $0.095 per share of common stock and Class B common stock to be paid December 23, 2020 to
stockholders of record as of the close of business on December 11, 2020. Future dividends will be subject to Board approval.
About Vishay
Vishay manufactures one
of the world’s largest portfolios of discrete semiconductors and passive electronic components that are essential to innovative designs in the automotive, industrial, computing, consumer, telecommunications, military, aerospace, and medical markets.
Serving customers worldwide, Vishay is The DNA of tech.TM Vishay Intertechnology, Inc. is a Fortune 1,000 Company listed on the NYSE (VSH). More on Vishay at www.vishay.com.
Forward-Looking Statements
Statements contained herein that relate to the Company's future cash dividends on its common stock and Class B
common stock are forward-looking statements within the safe harbor provisions of Private Securities Litigation Reform Act of 1995. Words such as “to be,” "will be," or other similar words or expressions often identify forward-looking statements. Such
statements are based on current expectations only, and are subject to certain risks, uncertainties and assumptions, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results, performance, or achievements may vary materially from those anticipated, estimated or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions;
manufacturing or supply chain interruptions or changes in customer demand because of COVID-19; delays or difficulties in implementing our cost reduction strategies; delays or difficulties in expanding our manufacturing capacities; an inability to
attract and retain highly qualified personnel; changes in foreign currency exchange rates; uncertainty related to the effects of changes in foreign currency exchange rates; competition and technological changes in our industries; difficulties in new
product development; difficulties in identifying suitable acquisition candidates, consummating a transaction on terms which we consider acceptable, and integration and performance of acquired businesses; changes in U.S. and foreign trade regulations
and tariffs, and uncertainty regarding the same; changes in applicable domestic and foreign tax regulations, and uncertainty regarding the same; changes in applicable accounting standards and other factors affecting our operations that are set forth in
our filings with the Securities and Exchange Commission, including our annual reports on Form 10-K and our quarterly reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
The
DNA of tech™ is a trademark of Vishay Intertechnology.
Contact:
Vishay Intertechnology, Inc.
Peter Henrici
Senior Vice President, Corporate Communications
+1-610-644-1300
Peter Henrici
Senior Vice President, Corporate Communications
+1-610-644-1300