As filed with the Securities and Exchange Commission on November 16, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
VISHAY INTERTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 38-1686453
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
(Address of Principal Executive Offices)
---------------
AMENDED AND RESTATED GENERAL SEMICONDUCTOR, INC.
1993 LONG-TERM INCENTIVE PLAN
AND
GENERAL SEMICONDUCTOR, INC.
AMENDED AND RESTATED 1998 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
---------------
Avi D. Eden
c/o Vishay Intertechnology, Inc.
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
(Name and Address of Agent for Service)
(610) 644-1300
(Telephone Number, Including Area Code,
of Agent for Service)
Copy to:
Scott S. Rosenblum, Esq.
Abbe L. Dienstag, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
Title of Securities Amount Proposed Maximimum Offering Maximum Aggregate Proposed Amount of
to be Registered to be Registered Price Per Share Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------------------------------
Common Stock (par value 4,240,660 (1) Not Applicable $76,162,254 (2) $19,041 (3)
$0.10 per share)
- -------------------------------------------------------------------------------------------------------------------------
(1) Represents the maximum number of shares of Registrant's common stock
issuable upon exercise of the stock options issued pursuant to the plans
of General Semiconductor, Inc. named above. Following the merger of
General Semiconductor with a subsidiary of Registrant on November 2, 2001,
these stock options became exercisable for shares of Registrant's common
stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended. The
Proposed Maximum Offering Price Per Share is based upon the product of (i)
4,240,660, the maximum number of shares of Registrant's common stock
issuable upon exercise of the General Semiconductor options, and (ii)
$17.96, the average of the high and low prices of Registrant's common
stock on the New York Stock Exchange on November 12, 2001, which is within
five (5) business days prior to the date of this Registration Statement.
(3) 0.025% of the Proposed Maximum Aggregate Offering Price. A fee in the
amount of $23,890 was previously paid by Registrant in respect of the
shares being registered hereby and is being carried over from the
Registrant's registration statement on Form S-4 (File Number 333-69004).
This represents the fee for 4,240,660 shares of Registrant's common stock
issuable in the merger if the stock options under the General
Semiconductor plans had been exercised prior to the merger. Accordingly,
no fee is being paid with this filing.
VISHAY INTERTECHNOLOGY, INC.
REGISTRATION STATEMENT ON FORM S-8
EXPLANATORY NOTE
On November 2, 2001, a wholly owned subsidiary of Vishay Intertechnology,
Inc. merged into General Semiconductor, Inc. and General Semiconductor became a
wholly owned subsidiary of Vishay. As a result of the merger, each outstanding
share of General Semiconductor common stock was converted into 0.563 of a share
of Vishay common stock. As a result of the merger, outstanding options to
acquire General Semiconductor common stock became exercisable for shares of
Vishay common stock.
Vishay is filing this Registration Statement on Form S-8 relating to
shares of Vishay common stock to be issued upon the exercise of options granted
under the Amended and Restated General Semiconductor, Inc. 1993 Long-Term
Incentive Plan and the General Semiconductor, Inc. Amended and Restated 1998
Long-Term Incentive Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The Registrant hereby incorporates by reference in this Registration
Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2001, June 30, 2001 and September 30, 2001;
(c) The Registrant's Current Reports on Form 8-K filed on June 18, 2001,
October 26, 2001 and November 13, 2001; and
(d) The description of the Registrant's common stock as set forth in the
Registrant's Registration Statement on Form 8-A, filed on December 27, 1983.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interest of Named Experts and Counsel.
-------------------------------------
Not applicable.
1
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.
Vishay's certificate of incorporation provides that every person who is or
was a director, officer, employee or agent of the corporation shall be
indemnified by the corporation against all judgments, payments in settlement,
fines, penalties, and other reasonable costs and expenses resulting from any
action, proceeding, investigation or claim which is brought or threatened by or
in the right of Vishay or by anyone else by reason of such person being or
having been a director, officer, employee or agent of Vishay or any act or
omission of such person in such capacity. Such indemnification shall be
available either if such person is wholly successful in defending such action or
if, in the judgment of a court or the Board of Directors or in the opinion of
independent legal counsel, such person acted in good faith in what he reasonably
believed to be in the best interests of the corporation and was not adjudged
liable to the corporation, and, in any criminal action, had no reasonable cause
to believe that his action was unlawful. In the case of a derivative action,
such indemnification shall not be made other than in respect of a court approved
settlement or if, in the opinion of independent counsel, the person satisfied
the standard of conduct specified in the prior sentence, the action was without
substantial merit, the settlement was in the best interest of Vishay and the
payment is permissible under applicable law. Directors may authorize the
advancement of reasonable costs and expenses in connection with any such action
to the extent permitted under Delaware law. Vishay's certificate of
incorporation further provides that no director shall have any personal
liability to Vishay or to its stockholders for any monetary damages for breach
of fiduciary duty, to the extent permitted under the Delaware General
Corporation Law.
Vishay maintains $55 million of insurance to reimburse the directors and
officers of Vishay and its subsidiaries, for charges and expenses incurred by
them for wrongful acts claimed against them by reason of their being or having
been directors or officers of Vishay or any of its subsidiaries. Such insurance
specifically excludes reimbursement of any director or officer for any charge or
expense incurred in connection with various designated matters, including libel
or slander, illegally obtained personal profits, profits recovered by Vishay
pursuant to Section 16(b) of the Exchange Act and deliberate dishonesty.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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Exhibit Number Description
-------------- -----------
3.1 Composite Amended and Restated
Certificate of Incorporation of
Registrant dated August 3, 1995.
Incorporated by reference to Exhibit 3.1
to Registrant's Form 10-Q for the
quarter ended June 30, 1995.
2
Exhibit Number Description
-------------- -----------
3.2 Certificate of Amendment of Composite
Amended and Restated Certificate of
Incorporation of Registrant.
Incorporated by reference to Exhibit 3.1
to Registrant's Form 10-Q for the
quarter ended June 30, 1997.
3.3 Certificate of Amendment of Amended and
Restated Certificate of Incorporation of
Registrant, dated November 2, 2001.
Incorporated by reference to Exhibit 3.1
to Registrant's Form 8-K dated November
13, 2001.
3.4 Amended and Restated Bylaws of
Registrant. Incorporated by reference to
Exhibit 3.2 to Registration Statement on
Form S-2 (File Number 33-13833) of
Registrant.
3.5 Amendment No. 1 to Amended and Restated
Bylaws of Registrant. Incorporated by
reference to Exhibit 3.2 to Registrant's
Form 10-K (File Number 1-7416) for the
fiscal year ended December 31, 1993.
5 Opinion of Kramer Levin Naftalis &
Frankel LLP.
23.1 Consent of Independent Auditors.
23.2 Consent of Kramer Levin Naftalis &
Frankel LLP (included in Exhibit 5
above).
24.1 Power of Attorney (contained in Signature
Page hereto).
Item 9. Undertakings.
------------
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such information in this
Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering; and
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Malvern, Commonwealth of Pennsylvania on this 16th
day of November, 2001.
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Felix Zandman
------------------------------------
Name: Felix Zandman
Title: Director, Chairman of the
Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Felix Zandman and Avi D. Eden his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully for all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on November 16,
2001 in the capacities indicated.
Signature Title(s)
--------- --------
/S/ FELIX ZANDMAN Director, Chairman of the Board, and Chief
- ---------------------------- Executive Officer (Principal Executive Officer)
FELIX ZANDMAN
/S/ AVI D. EDEN Director, Vice Chairman of the Board, Executive
- ---------------------------- Vice President and General Counsel
AVI D. EDEN
/S/ ELI HURVITZ Director
- ----------------------------
ELI HURVITZ
/S/ GERALD PAUL Director, President and Chief Operating Officer
- ----------------------------
GERALD PAUL
/S/ RICHARD N. GRUBB Director, Executive Vice President, Treasurer and
- ---------------------------- Chief Financial Officer (Principal Financial
RICHARD N. GRUBB and Accounting Officer)
/S/ ROBERT A. FREECE Director, Senior Vice President
- ----------------------------
ROBERT A. FREECE
/S/ DR. EDWARD B. SHILS Director
- ----------------------------
DR. EDWARD B. SHILS
/S/ ZIV SHOSHANI Director
- ----------------------------
ZIV SHOSHANI
/S/ MARK I. SOLOMON Director
- ----------------------------
MARK I. SOLOMON
/S/ JEAN-CLAUDE TINE Director
- ----------------------------
JEAN-CLAUDE TINE
/S/ MARC ZANDMAN Director
- ----------------------------
MARC ZANDMAN
/S/ RUTA ZANDMAN Director
- ----------------------------
RUTA ZANDMAN
5
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
3.1 Composite Amended and Restated
Certificate of Incorporation of
Registrant dated August 3, 1995.
Incorporated by reference to Exhibit 3.1
to Registrant's Form 10-Q for the
quarter ended June 30, 1995.
3.2 Certificate of Amendment of Composite
Amended and Restated Certificate of
Incorporation of Registrant.
Incorporated by reference to Exhibit 3.1
to Registrant's Form 10-Q for the
quarter ended June 30, 1997.
3.3 Certificate of Amendment of Amended and
Restated Certificate of Incorporation of
Registrant, dated November 2, 2001.
Incorporated by reference to Exhibit 3.1
to Registrant's Form 8-K dated November
13, 2001.
3.4 Amended and Restated Bylaws of
Registrant. Incorporated by reference to
Exhibit 3.2 to Registration Statement on
Form S-2 (File Number 33-13833) of
Registrant.
3.5 Amendment No. 1 to Amended and Restated
Bylaws of Registrant. Incorporated by
reference to Exhibit 3.2 to Registrant's
Form 10-K (File Number 1-7416) for the
fiscal year ended December 31, 1993.
5 Opinion of Kramer Levin Naftalis &
Frankel LLP.
23.1 Consent of Independent Auditors.
23.2 Consent of Kramer Levin Naftalis &
Frankel LLP (included in Exhibit 5
above).
24.1 Power of Attorney (contained in
Signature Page hereto).
6
EXHIBIT 5
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
47, Avenue Hoche
TEL (212) 715-9100 75008 Paris
FAX (212) 715-8000 France
November 16, 2001
Vishay Intertechnology, Inc.
63 Lincoln Highway
Malvern, PA 19355-2120
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Vishay Intertechnology, Inc., a Delaware
corporation (the "Registrant"), in connection with the preparation and filing of
a Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission"), with respect to the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of an aggregate of 4,240,660 shares (the "Shares") of common stock, par
value $0.10 per share (the "Common Stock"), to be issued pursuant to the Amended
and Restated General Semiconductor, Inc. 1993 Long-Term Incentive Plan and the
General Semiconductor, Inc. Amended and Restated 1998 Long-Term Incentive Plan
(collectively, the "Plans").
In connection with the registration of the Shares, we have reviewed
copies of the Registration Statement, the Plans, the Registrant's Composite
Amended and Restated Certificate of Incorporation, the Registrant's Amended and
Restated Bylaws and such other documents and records as we have deemed necessary
to enable us to express an opinion on the matters covered hereby.
We have also examined and relied upon representations, statements or
certificates of public officials and officers and representatives of the
Registrant.
Based upon the foregoing, we are of the opinion that the Shares
covered by the Registration Statement have been duly authorized and, upon
delivery thereof and payment therefor in accordance with the terms stated in the
Plans, will be validly issued, fully paid and non-assessable.
We express no opinion with respect to the laws of any jurisdiction
other than the federal laws of the United States, the Delaware General
Corporation Law and the laws of the State of New York.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
Kramer Levin Naftalis & Frankel LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Vishay Intertechnology, Inc. pertaining to the Amended and Restated
General Semiconductor, Inc. 1993 Long-Term Incentive Plan and General
Semiconductor, Inc. Amended and Restated 1998 Long-Term Incentive Plan of our
report dated February 5, 2001 (except for note 17 as to which the date is March
8, 2001), with respect to the consolidated financial statements of Vishay
Intertechnology, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 2000, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
November 16, 2001