SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) October 5, 2001
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VISHAY INTERTECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Charter)
Commission File Number 1-7416
Delaware 38-1686453
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
63 Lincoln Highway, Malvern, PA 19355-2120
(Address of Principal Executive Offices)
(Zip Code)
(610) 644-1300
(Registrant's telephone number, including area code)
Item 5. Other Events.
Filed herewith are copies of:
(a) Form of Opinion of Kramer Levin Naftalis & Frankel LLP as to
certain federal income tax consequences relating to the proposed
merger of a subsidiary of Vishay Intertechnology, Inc.
("Vishay") with and into General Semiconductor, Inc. ("General
Semiconductor"), as described in the joint proxy
statement/prospectus dated October 2, 2001 included in the
Registration Statement on Form S-4, as amended, filed by Vishay
(Registration No. 333-69004).
(b) Form of Opinion of Fried, Frank, Harris, Shriver & Jacobson as
to certain federal income tax consequences relating to the
proposed merger of a subsidiary of Vishay with and into General
Semiconductor, as described in the joint proxy
statement/prospectus dated October 2, 2001 included in the
Registration Statement on Form S-4, as amended, filed by Vishay
(Registration No. 333-69004).
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Financial Statements of Businesses Acquired:
Not applicable.
(b) Pro Forma Financial Information:
Not applicable.
(c) Exhibits:
The following exhibits are incorporated by reference into the
Registration Statement on Form S-4 (Registration No. 333-69004)
as exhibits 8.3 and 8.4 to such Registration Statement:
99.1 Exhibit 8.3 - Form of Opinion of Kramer Levin
Naftalis & Frankel LLP as to certain federal
income tax consequences
99.2 Exhibit 8.4 - Form of Opinion of Fried, Frank,
Harris, Shriver & Jacobson as to certain
federal income tax consequences
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: October 5, 2001
VISHAY INTERTECHNOLOGY, INC.
/s/ Robert A. Freece
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Robert A. Freece
Senior Vice President
VISHAY INTERTECHNOLOGY, INC.
FORM 8-K
CURRENT REPORT
EXHIBIT INDEX
Exhibit No. Description
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99.1 Exhibit 8.3 - Form of Opinion of Kramer Levin Naftalis &
Frankel LLP as to certain federal income tax consequences
99.2 Exhibit 8.4 - Form of Opinion of Fried, Frank, Harris, Shriver
& Jacobson as to certain federal income tax consequences
Exhibit 99.1
Exhibit 8.3 to the Registration Statement on Form S-4
(Registration No. 333-69004)
[Form of Tax Opinion]
[Kramer Levin Naftalis & Frankel LLP Letterhead]
Vishay Intertechnology, Inc.
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
[Month] [Day], 2001
Ladies and Gentlemen:
We have acted as tax counsel to Vishay Intertechnology, Inc.
("Parent"), a Delaware corporation, in connection with the proposed merger (the
"Merger") of Vishay Acquisition Corp. ("Merger Sub"), a Delaware corporation and
a wholly-owned subsidiary of Parent, with and into General Semiconductor, Inc.
("Company"), a Delaware corporation, with Company surviving the Merger. The
Merger will be consummated pursuant to the Agreement and Plan of Merger, dated
as of July 31, 2001, by and among Parent, Merger Sub, and Company (the "Merger
Agreement"). All capitalized terms, unless otherwise defined, have the meanings
assigned to them in the Merger Agreement.
Pursuant to Section 6.02(e) of the Merger Agreement, you have
requested that we render the opinion set forth below. For purposes of this
opinion, we have reviewed and relied upon (i) the Merger Agreement, (ii) the
Registration Statement of Parent on Form S-4 filed in connection with the Merger
(the "Registration Statement"), (iii) the Joint Proxy Statement/Prospectus of
Parent and Company with respect to the Merger (the "Proxy
Statement/Prospectus"), and (iv) such other documents, records, and instruments
as we have deemed necessary or appropriate in order to enable us to render our
opinion. In addition, in rendering our opinion we have relied upon certain
written statements and representations made to us by Parent, Merger Sub and
Company ("Certified Representations") dated the date hereof, which we have
neither investigated nor verified. We have assumed, with your consent, that all
documents reviewed by us are originals or photocopies that faithfully reproduce
the originals thereof and that all such documents have been or will be duly
executed to the extent required. In addition, we have relied upon certain
statements, representations and covenants contained in the Merger Agreement,
which we have neither investigated nor verified. We have assumed that all such
statements and representations are true, correct, complete and not breached, and
that no actions that are inconsistent with such statements and representations
will be taken. We have also assumed that all representations made in the
Certified Representations "to the best knowledge of" any persons will be true,
correct, and complete as if made without such qualification.
In addition, we have assumed that (i) the Merger, if consummated,
will qualify as a statutory merger under the laws of the State of Delaware; (ii)
each of Parent, Merger Sub and Company will comply with all reporting
obligations with respect to the Merger required under the Internal Revenue Code
of 1986, as amended (the "Code"), and the Treasury regulations promulgated
thereunder (the "Regulations"); and (iii) the documents and instruments referred
to in the Merger Agreement are valid and binding in accordance with their terms.
Any inaccuracy in, or breach of, any of the aforementioned statements,
representations, and assumptions could adversely affect our opinion. No ruling
has been (or will be) sought from the Internal Revenue Service (the "Service")
by Company, Parent, Merger Sub or, we understand, any other party as to the
United States federal income tax consequences of any aspect of the Merger. The
opinion expressed herein is not binding on the Service or any court, and there
can be no assurance that the Service or a court of competent jurisdiction will
agree with such opinion.
In rendering our opinion, we have considered applicable provisions
of the Code, the Regulations, pertinent judicial authorities, rulings of the
Service and such other authorities as we considered relevant. It should be noted
that such laws, Code, Regulations, judicial decisions and administrative
interpretations are subject to change at any time and, in some circumstances,
with retroactive affect. A material change in any of the authorities upon which
our opinion is based could adversely affect our opinion.
Based upon and subject to the foregoing as well as the limitations
set forth below, it is our opinion, under presently applicable United States
federal income tax law, that the Merger constitutes a reorganization within the
meaning of Section 368(a) of the Code.
No opinion is expressed as to any matter not specifically addressed
above. Also, no opinion is expressed as to the tax consequences of the Merger
under any state, local or non-U.S. tax law. Furthermore, our opinion is based on
current United States federal income tax law and administrative interpretations,
and we do not undertake to advise you as to any changes after the date hereof in
federal income tax law or administrative interpretations that may affect our
opinion unless we are specifically asked to do so.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. The giving of this consent, however, does not constitute
an admission that we are "experts" within the meaning of Section 11 of the
Securities Act of 1933, as amended, or within the category of persons whose
consent is required by Section 7 of such Act.
This opinion is being delivered to you as contemplated by the terms
of the Merger Agreement and, except as set forth above, may not be circulated,
quoted or otherwise referred to for any other purpose without our written
consent.
Very truly yours,
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Kramer Levin Naftalis & Frankel LLP
Exhibit 99.2
Exhibit 8.4 to the Registration Statement on Form S-4
(Registration No. 333-69004)
[Form of Tax Opinion]
[FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LETTERHEAD]
[Month] [Day], 2001
General Semiconductor, Inc.
10 Melville Park Road
Melville, New York 11747-3113
Re: U.S. Federal Income Tax Opinion
Ladies and Gentlemen:
We have acted as special counsel to General Semiconductor, Inc.
("Company"), a Delaware corporation, in connection with the proposed merger (the
"Merger") of Vishay Acquisition Corp. ("Merger Sub"), a Delaware corporation and
a wholly-owned subsidiary of Vishay Intertechnology, Inc. ("Parent"), a Delaware
corporation, with and into Company, with Company surviving the Merger. The
Merger will be consummated pursuant to the Agreement and Plan of Merger, dated
as of July 31, 2001, by and among Parent, Merger Sub, and Company (the "Merger
Agreement"). For purposes of this opinion, capitalized terms used and not
otherwise defined herein shall have the meanings ascribed thereto in the Merger
Agreement.
Pursuant to Section 6.03(e) of the Merger Agreement, you have requested
that we render the opinion set forth below. In reaching the opinion expressed
below, we have reviewed and relied on (i) the Merger Agreement, (ii) the
Registration Statement of Parent on Form S-4 filed in connection with the Merger
(the "Registration Statement"), (iii) the Joint Proxy Statement/Prospectus of
Parent and Company, dated [month] [day], 2001, with respect to the Merger (the
"Joint Proxy Statement/Prospectus"), (iv) representations made by Parent, Merger
Sub, and Company contained, respectively, in the certificates of the officers of
Parent, Merger Sub, and Company dated the date hereof (the "Officer's
Certificates"), and (v) such other documents, information and materials as we
have deemed necessary or appropriate. In reviewing these documents, we have
assumed the authenticity of original documents, the accuracy of copies, the
genuineness of signatures, and the legal capacity of signatories.
In addition, we have assumed that (i) all parties to the Merger Agreement
and to any other documents reviewed by us, have acted, and will act, in
accordance with the terms of the Merger Agreement and such other documents, and
(ii) the Merger will be consummated at the Effective Time pursuant to the terms
and conditions set forth in the Merger Agreement without the waiver or
modification of any such terms and conditions. Furthermore, we have assumed,
without independent investigation or verification, that (i) all representations
contained in the Merger Agreement, as well as those representations contained in
the Officer's Certificates are true, accurate and complete in all respects at
the Effective Time; and (ii) any representations in the Officer's Certificates
"to the best knowledge of" or similarly qualified are true, accurate and
complete in all respects at the Effective Time without such qualification.
The opinion expressed herein is based upon current provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), currently applicable
Treasury regulations, and existing judicial decisions and administrative
pronouncements, all of which are subject to change at any time, possibly with
retroactive effect. We assume no obligation to modify or supplement this opinion
if, after the date hereof, any such provisions, Treasury regulations, decisions
or pronouncements change or we become aware of any facts that might change our
opinion or for any other reason. If there is any change in the applicable law or
regulations, or if there is any new administrative or judicial interpretation of
the applicable law or regulations, any or all of the federal income tax
consequences described herein may become inapplicable.
This letter addresses only the specific United States federal income tax
consequences of the Merger and does not address any other federal, state, local,
or foreign income, estate, gift, transfer, sales, use or other tax consequences
that may result from the Merger.
Based upon and subject to the foregoing and to the qualifications and
limitations set forth herein, and in reliance upon the representations and
assumptions described above, we are of the opinion that the Merger will qualify
as a reorganization within the meaning of Section 368(a) of the Code.
The foregoing opinion reflects our legal judgment solely on the issue
expressly presented and discussed herein. Our opinion is limited to legal rather
than factual matters. This opinion has no official status or binding effect of
any kind. Accordingly, we cannot assure you that the Internal Revenue Service or
a court having jurisdiction over the issue will agree with this opinion.
Moreover, if the Merger is effected on a factual basis different from that
contemplated in the Merger Agreement, the Joint Proxy Statement/Prospectus, or
the representations contained in the Officer's Certificates, the opinion
expressed herein may be inapplicable.
The opinion expressed herein is solely for the benefit of Company and the
holders of outstanding common stock of the Company at the time of the Merger,
and may not be relied on in any manner or for any purpose by any other person or
entity or otherwise referred to in any document without our prior express
written consent. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving this consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended.
Very truly yours,
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FRIED, FRANK, HARRIS, SHRIVER & JACOBSON