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): November 2, 2001
----------
VISHAY INTERTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-7416 38-1686453
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code: (610) 644-1300
(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
On November 2, 2001, Vishay Intertechnology, Inc. ("Vishay") announced
that it had completed the acquisition of General Semiconductor, Inc. ("General
Semiconductor"). Pursuant to the Agreement and Plan of Merger dated as of July
31, 2001 among Vishay, Vishay Acquisition Corp. and General Semiconductor,
Vishay Acquisition Corp., a wholly-owned subsidiary of Vishay, merged with and
into General Semiconductor, with General Semiconductor surviving as a
wholly-owned subsidiary of Vishay. In connection with the merger, each
outstanding share of General Semiconductor common stock has been exchanged for
0.563 of a share of Vishay's common stock.
Attached hereto as Exhibit 99.1 is the press release issued by Vishay
regarding the completion of the acquisition.
Item 5. Other Events.
In connection with the acquisition of General Semiconductor, the
stockholders of Vishay approved an amendment to Vishay's Amended and Restated
Certificate of Incorporation, which increased the number of authorized shares of
Vishay common stock from 150,000,000 to 300,000,000 and increased the number of
authorized shares of Vishay Class B convertible common stock from 20,000,000 to
40,000,000. A copy of the Certificate of Amendment filed on November 2, 2001
with the Secretary of State of Delaware is attached as Exhibit 3.1.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired:
The Consolidated Financial Statements of General Semiconductor as of
December 31, 2000 and 1999 and for each of the three years ended December 31,
2000, 1999 and 1998 are incorporated herein by reference. The Unaudited
Consolidated Financial Statements of General Semiconductor as of June 30, 2001
and for each of the six months ended June 30, 2001 and 2000 are incorporated
herein by reference.
(b) Pro Forma Financial Information:
The pro forma financial information required by this Item 7(b) will be
filed by amendment to this report on Form 8-K.
(c) Exhibits
--------
3.1 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Vishay.
23.1 Consent of Deloitte & Touche LLP.
99.1 Press Release dated November 2, 2001.
99.2 Financial Statements of General Semiconductor (incorporated by reference
to General Semiconductor's Annual Report on Form 10-K for the year ended
December 31, 2000 and to its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001, as amended (File No. 1-5442)).
-2-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Vishay Intertechnology, Inc. has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: November 13, 2001
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Avi D. Eden
-------------------------------
Avi D. Eden
Executive Vice President
and General Counsel
-3-
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
VISHAY INTERTECHNOLOGY, INC.
Adopted in accordance with the provisions of
Section 242 of the Delaware General Corporation Law
It is hereby certified that:
1. The name of the corporation is Vishay Intertechnology, Inc.
(hereinafter, the "Corporation").
2. The Amended and Restated Certificate of Incorporation of the
Corporation is hereby amended by striking out the first paragraph of Article
Fourth thereof and substituting in lieu of said paragraph of said Article the
following new paragraph:
"FOURTH: Section 1. Classes and Number of Shares. The total
number of shares of all classes of stock which the Corporation shall have
authority to issue is 341,000,000 shares. The classes and the aggregate
number of shares of stock of each class which the Corporation shall have
authority to issue are as follows:
(i) 300,000,000 shares of Common Stock, $0.10 par value per
share (hereinafter the "Common Stock");
(ii) 40,000,000 shares of Class B Common Stock, $0.10 par value per
share (hereinafter the "Class B Stock"); and
(iii) 1,000,000 shares of Preferred Stock, $1.00 par value per
share, with such rights, privileges, restrictions and preferences as the
Board of Directors may authorize from time to time (hereinafter the
"Preferred Stock")."
3. The Amendment of the Amended and Restated Certificate of Incorporation
of the Corporation herein certified has been duly adopted in accordance with
Section 242 of the Delaware General Corporation Law.
Signed and attested to on November 2, 2001
/s/ Richard N. Grubb
--------------------------------------
Name: Richard N. Grubb
Title: Executive Vice President,
Treasurer and Chief Financial Officer
Attest:
/s/ William J. Spires
- --------------------------------------
Name: William J. Spires
Title: Vice President and Secretary
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference of our report dated
February 7, 2001, with respect to the consolidated financial statements of
General Semiconductor, Inc. ("General Semiconductor") included in General
Semiconductor's Annual Report on Form 10-K for the year ended December 31, 2000,
incorporated by reference in the Current Report on Form 8-K of Vishay
Intertechnology, Inc. dated November 2, 2001.
/s/ Deloitte & Touche LLP
Jericho, New York
November 12, 2001
Exhibit 99.1
NEWS RELEASE
Contact: Richard N. Grubb,
Executive Vice President and
Chief Financial Officer or
Robert A. Freece, Senior Vice President
610/644-1300
FOR IMMEDIATE RELEASE
VISHAY COMPLETES ACQUISITION OF GENERAL SEMICONDUCTOR;
BECOMES #2 MANUFACTURER OF DISCRETE SEMICONDUCTOR WORLDWIDE,
#1 IN DIODES & #1 IN RECTIFIERS
MALVERN, PENNSYLVANIA, - November 2, 2001 - Vishay Intertechnology, Inc.
(NYSE:VSH) announced today that it had completed the acquisition of General
Semiconductor, Inc. (NYSE:SEM) following approval of the transaction and related
matters by stockholders of the two companies at meetings held earlier today.
Stockholders of General Semiconductor are receiving 0.563 of a share of Vishay's
common stock for each General Semiconductor share, or a value of $10.74 per
General Semiconductor share based on Vishay's November 1 closing price on the
New York Stock Exchange of $19.08 per share.
Commenting on the transaction, Dr. Felix Zandman, Vishay's Chairman and Chief
Executive Officer, remarked: "We are very pleased to complete the acquisition of
General Semiconductor and to welcome General Semiconductor stockholders as new
stockholders of Vishay. The transaction further secures our position as one of
the premier manufacturers and suppliers of discrete electronic components
worldwide. With this acquisition, Vishay becomes the #2 manufacturer of discrete
semiconductors worldwide and the #1 manufacturer of diodes and rectifiers
worldwide. The acquisition also will reinforce Vishay's position in small signal
transistors, power metal oxide-semiconductor field effect-transistors (MOSFETs)
and power integrated circuits (ICs)."
Dr. Zandman continued, "The combination of our two companies is expected to open
up new opportunities for product innovation and development, promote important
efficiencies and lay the foundations for future growth. Especially in these
uncertain times, we believe that the strengths and synergies of the combined
company will preserve and enhance value for all Vishay stockholders.
General Semiconductor is a leader in the design, manufacture and distribution of
semiconductors serving the power management market. General Semiconductor
provides customers with a
broad array of products, including rectifiers, transient voltage suppressors,
small-signal transistors, diodes, MOSFETs and analog ICs. Its global customer
base includes original equipment manufacturers, electronic distributors and
contract equipment manufacturers. Key market segments for its products include
automotive, computer, consumer and telecommunications. General Semiconductor had
year 2000 sales of $494 million split 42% in Asia, 30% in Europe and 28% in
North America.
Vishay, a Fortune 1,000 Company with year 2000 sales of $2.5 billion, is the
largest U.S. and European manufacturer of passive electronic components
(resistors, capacitors, inductors). Vishay is the #2 manufacturer of discrete
semiconductors worldwide and the #1 manufacturer of diodes and rectifiers
worldwide. Vishay is also the world's largest manufacturer of infrared
communication devices (IRDCs), and has a leading position in power and analog
switching circuits. Vishay's components can be found in products manufactured in
a very broad range of industries worldwide. With headquarters in Malvern,
Pennsylvania, Vishay employs over 17,000 people in 66 plants in the U.S.,
Mexico, Germany, Austria, the United Kingdom, France, Portugal, the Czech
Republic, Hungary, Israel, Taiwan, China and the Philippines. Vishay can be
found on the Internet at http://www.vishay.com.
This press release contains forward-looking statements based on current
expectations or beliefs, as well as assumptions about future events. These
statements and all other statements that are not historical facts are subject to
factors and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. The reader is cautioned
not to put undue reliance on these forward-looking statements, which are not a
guarantee of future performance and are subject to a number of uncertainties and
other factors, many of which are outside the control of Vishay. The
forward-looking statements in this release address the potential benefits of the
acquisition of General Semiconductor. The following factors, among others, could
cause actual results to differ materially from those described in these
forward-looking statements: the timing and success of integrating Vishay's and
General Semiconductor's businesses; competition and technological changes in the
industries in which Vishay and General Semiconductor operate; and general
economic, business and political conditions. For a detailed discussion of these
and other factors likely to influence future results, please refer to Vishay and
General Semiconductor's filings with the Securities and Exchange Commission.