SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1 TO 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
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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.)
This Form 8-K/A amends the Form 8-K filed by the Registrant on November 13,
2001. The following items have been amended:
Item 7. Financial Statements and Exhibits.
(b) Pro Forma Financial Information:
The pro forma financial information required to be set forth in the
Registrant's Current Report on Form 8-K dated November 2, 2001, filed on
November 13, 2001, is set forth as an exhibit hereof and is incorporated herein
by reference.
(c) Exhibits
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99.3 Pro Forma Financial Information for Registrant. The following are
included: Pro Forma Condensed Consolidated Balance Sheet (unaudited) as
of June 30, 2001; Pro Forma Condensed Consolidated Statement of
Operations (unaudited) for the year ended December 31, 2000 and the six
months ended June 30, 2001; and Notes to Unaudited Pro Forma Condensed
Consolidated Financial Statements
-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: January 16, 2002
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Avi D. Eden
---------------------------------
Avi D. Eden
Executive Vice President
and General Counsel
-3-
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial
statements give pro forma effect to the merger using the purchase method of
accounting and the assumptions and adjustments set forth in the accompanying
notes to the pro forma financial statements. This presentation assumes the
issuance of 21,298,140 shares of common stock of Vishay Intertechnology, Inc.
("Vishay"), valued at $23.46 per share, in connection with the acquisition of
General Semiconductor, Inc. ("General Semiconductor"). The pro forma adjustments
are based on a preliminary analysis, subject to change, of the fair values of
the assets acquired and liabilities assumed.
The unaudited pro forma condensed consolidated statements of
operations for the year ended December 31, 2000 and the six months ended June
30, 2001 are based on the individual historical statements of operations of
Vishay and General Semiconductor and combine the results of operations of Vishay
and General Semiconductor for the year ended December 31, 2000 and the six
months ended June 30, 2001, as if the merger had occurred as of January 1, 2000.
The unaudited pro forma condensed consolidated balance sheet as of June 30, 2001
is based on the individual historical balance sheets of Vishay and General
Semiconductor and gives effect to the merger as if it had occurred on June 30,
2001.
The unaudited pro forma condensed consolidated financial statements
are based on estimates and assumptions. These estimates and assumptions are
preliminary and have been made solely for purposes of developing this pro forma
information. Unaudited pro forma consolidated financial information is presented
for illustrative purposes only and is not necessarily indicative of the combined
financial position or results of operations of future periods or the results
that actually would have occurred had the merger occurred on the dates
indicated. The pro forma consolidated financial information does not give effect
to cost savings or post-merger integration costs that may result from
the integration of Vishay's and General Semiconductor's businesses.
This unaudited pro forma consolidated financial information is based
upon the respective historical consolidated financial statements of Vishay and
General Semiconductor and related notes thereto and should be read in
conjunction with those statements and the related notes.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
June 30, 2001
As Reported June 30,
-------------------------- Pro Forma 2001
Vishay Gen Semi Adjustments Pro Forma
---------- ----------- ----------- ---------
(In thousands)
ASSETS
Cash and cash equivalents $ 451,728 $ 1,087 $ 452,815
Accounts receivable 388,766 49,988 438,754
Inventories 603,436 54,252 3,900 (B) 661,588
Deferred income taxes 31,203 11,872 14,511 (B) 57,586
Other current assets 146,269 11,511 157,780
---------- --------- ----------- -----------
Total Current Assets 1,621,402 128,710 18,411 1,768,523
Property and equipment, net 964,486 254,785 (42,900) (B) 1,176,371
Goodwill 304,952 149,897 527,792 (B) 832,744
(149,897) (B)
Other assets 40,928 47,770 (6,992) (B) 144,960
35,000 (B)
37,000 (B)
(8,746) (B)
---------- --------- ---------- -----------
$2,931,768 $ 581,162 $ 409,668 $ 3,922,598
=========== ========= ========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts and notes payable $ 81,557 $ 37,367 $0 118,924
Other current liabilities 256,665 40,952 7,466 (A) 305,083
Current portion of
long-term debt 125 0 125
---------- --------- ---------- -----------
Total Current Liabilities 338,347 78,319 7,466 424,132
Long-term debt 304,406 230,500 (2,150) (B) 532,756
Deferred income taxes 73,756 27,249 6,876 (B) 107,881
Deferred income 54,499 0 54,499
Minority interest 66,488 0 66,488
Other liabilities 94,012 27,195 35,954 (B) 157,161
Accrued pension costs 93,845 33,000 14,767 (B) 141,612
Stockholders' equity
Common stock 12,243 379 2,130 (A) 14,373
(379) (B)
Class B common stock 1,551 0 1,551
Capital in excess of par value 1,319,185 13,199 497,524 (A) 1,864,709
48,000 (A)
(13,199) (B)
Treasury stock 0 (7,371) 7,371 (B) 0
Retained earnings 708,707 178,692 (16,000) (B) 692,707
(178,692) (B)
Accumulated other
comprehensive loss (134,223) 0 (134,223)
Unearned compensation (1,048) 0 (1,048)
---------- --------- ---------- -----------
Total stockholders' equity 1,906,415 184,899 346,755 2,438,069
---------- --------- ---------- -----------
$2,931,768 $ 581,162 $ 409,668 $ 3,922,598
========== ========= ========== ===========
See notes to pro forma condensed consolidated financial statements.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Year Ended December 31, 2000 Year Ended
As Reported Pro Forma December 31,
---------------------------- Adjustments 2000
Vishay Gen Semi Note C Pro Forma
------------- ------------- ------------ -------------
(In thousands, except per share data)
Net sales $ 2,465,066 $ 493,721 $ 0 $ 2,958,787
Costs of products sold 1,459,784 339,538 947 1,800,269
----------- ----------- ----------- -----------
Gross profit 1,005,282 154,183 (947) 1,158,518
Selling, general, and
administrative expenses 297,315 64,832 3,700 365,847
Amortization of goodwill 11,469 5,141 (5,141) 11,469
----------- ----------- ----------- -----------
Operating income 696,498 84,210 494 781,202
Other income (expense):
Interest expense (25,177) (18,756) (43,933)
Other 18,904 (83) 18,821
----------- ----------- ----------- -----------
(6,273) (18,839) 0 (25,112)
----------- ----------- ----------- -----------
Earnings before income taxes
and minority interest 690,225 65,371 494 756,090
Income taxes 148,186 18,631 (331) 166,486
Minority Interest 24,175 0 24,175
----------- ----------- ----------- -----------
Net earnings $ 517,864 $ 46,740 $ 825 $ 565,429
=========== =========== =========== ===========
Basic earnings per share $ 3.83 $ 1.24 $ 3.61 (D)
Diluted earnings per share $ 3.77 $ 1.08 $ 3.44 (D)
Weighted average shares
outstanding - basic 135,295 37,608 156,593
Weighted average shares
outstanding - diluted 137,463 49,562 166,397
See notes to pro forma condensed consolidated financial statements.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Six Months Ended June 30, 2001 Six Months Ended
As Reported Pro Forma June 30,
---------------------------- Adjustments 2001
Vishay Gen Semi Note C Pro Forma
------------- ------------- ------------ -------------
(In thousands, except per share data)
Net sales $941,902 $186,035 $0 $1,127,937
Costs of products sold 641,997 138,901 474 781,372
----------- ------------ ---------- -----------
Gross profit 299,905 47,134 (474) 346,565
Selling, general, and
administrative expenses 136,409 30,071 1,850 168,330
Restructuring expense 35,276 12,948 48,224
Amortization of goodwill 5,667 2,571 (2,571) 5,667
----------- ------------ ---------- -----------
Operating income 122,553 1,544 247 124,344
Other income (expense):
Interest expense (6,949) (7,832) (14,781)
Other 12,564 176 12,740
----------- ------------ ---------- -----------
5,615 (7,656) 0 (2,041)
----------- ------------ ---------- -----------
Earnings before income taxes
and minority interest 128,168 (6,112) 247 122,303
Income taxes 31,085 (1,833) (166) 29,086
Minority Interest 3,831 0 3,831
----------- ------------ ---------- -----------
Net earnings $93,252 ($4,279) $413 $89,386
=========== ============ ========== ===========
Basic earnings per share $0.68 ($0.11) $0.56 (D)
Diluted earnings per share $0.67 ($0.11) $0.55 (D)
Weighted average shares
outstanding - basic 137,700 37,752 158,999
Weighted average shares
outstanding - diluted 140,433 37,752 168,305
See notes to pro forma condensed consolidated financial statements.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(A) Pro forma adjustments to record the merger as of June 30, 2001 reflect
the following:
- the exchange of 0.563 of a share of Vishay common stock for
each of 37,829,734 outstanding shares of General
Semiconductor common stock. The 21,298,140 shares of Vishay
common stock issued in the merger were valued based on a
price per share of $23.46, which is the average market
price of the Vishay common stock for the seven-day period
beginning three days before the date the merger was
announced;
- an increase in equity of $48 million relating to the
issuance of options to purchase 4,240,660 shares of Vishay
common stock in exchange for all of the 7,532,256
outstanding options to purchase shares of General
Semiconductor common stock, based on a value per share of
Vishay common stock of $23.46, calculated using the
Black-Scholes option pricing model;
- an increase in accrued expenses of approximately $7 million
relating to estimated transaction costs incurred by Vishay
in connection with the merger;
The purchase price and related costs for the acquisition of General
Semiconductor are as follows:
Purchase price ........................................................$499,654
Stock option issuance................................................... 48,000
Professional fees and other costs ...................................... 7,466
--------
Total purchase price $555,120
(B) Under purchase accounting, the total purchase price is allocated to
assets acquired and liabilities assumed based on their estimated fair values.
The allocation of the purchase price is based on a preliminary evaluation by
Vishay management of the fair value of General Semiconductor's tangible and
identifiable intangible assets acquired and liabilities assumed at the date of
the merger based upon currently available information. There can be no
assurance that the estimated adjustments represent the final purchase accounting
adjustments that will ultimately be determined. The following pro forma
adjustments have been made to reflect the estimated fair values of the acquired
assets and liabilities as of November 2, 2001.
Net Assets
------------------
Increase (Decrease)
Inventories...................................................... 3,900
Property and equipment, net ..................................... (42,900)
Trademarks....................................................... 35,000
Completed technology............................................. 37,000
Reduction of retained earnings for in process research
and development................................................ (16,000)
Elimination of General Semiconductor intangible assets........... (8,746)
Elimination of deferred costs.................................... (6,992)
Estimated restructuring costs.................................... (35,954)
Deferred income taxes
Other current assets......................................... 14,511
Other non-current liabilities ............................... (6,876)
Estimated pension costs.......................................... (14,767)
Fair market value of debentures.................................. 2,150
Elimination of General Semiconductor goodwill ................... (149,897)
Elimination of General Semiconductor stockholders' equity ....... (184,899)
Cost in excess of net assets acquired ........................... 527,792
(C) For purposes of determining the pro forma effect of the General
Semiconductor acquisition on Vishay's consolidated statement of operations,
the following estimated pro forma adjustments have been made:
Increase (Decrease) Income Increase (Decrease) Income
Year Ended Six Months Ended
12/31/2000 6/30/01
1. Increase in depreciation
resulting from adjustments
to fair value of property,
plant and equipment and the
establishment by Vishay of
estimated remaining useful
lives.............................. $ (947) $ (474)
2. Elimination of
amortization of General
Semiconductor goodwill............. 5,141 2,571
3. Amortization of completed
technology costs over a ten-year
period............................. (3,700) (1,850)
4. Income tax expense applicable
to adjustments at a 35%
assumed rate........................ 331 166
-------- -------
$ 825 $ 413
-------- -------
Under Statement of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets", goodwill and intangible assets deemed to have
indefinite lives will no longer be amortized but will be subject to annual
impairment tests. Vishay is required to adopt this new standard effective
January 1, 2002, except that the new rules are effective for any business
combination completed after June 30, 2001. The pro forma financial statements,
therefore, do not reflect any amortization expense relating to the goodwill
arising from the acquisition of General Semiconductor. Beginning January 1,
2002, Vishay will no longer record amortization on its pre-existing goodwill,
but no adjustment for this has been reflected in the pro forma presentation.
(D) The following table sets forth the computation of basic and diluted
earnings per share (in thousands, except earnings per share):
Year Ended Six Months Ended
December 31, June 30,
2000 2001
------------ ---------------
Numerator:
Net income $ 565,429 $ 89,386
Denominator for basic earnings per share:
Weighted average shares 156,593 158,999
Effect of dilutive securities:
Other 337 162
Employee stock options 3,201 1,482
Convertible debentures 6,266 7,662
--------- ---------
Dilutive potential common shares 9,804 9,306
Denominator for diluted earnings per share:
Adjusted weighted average shares 166,397 168,305
Basic earnings per share $3.61 $0.56
============ ==========
Diluted earnings per share $3.44 $0.55
============ ==========
Pro forma earnings per share have been adjusted to reflect the
issuance of additional shares of Vishay common stock in the merger, based on
General Semiconductor's historical weighted average shares outstanding for the
periods presented and an exchange ratio of 0.563 of a share of Vishay common
stock to one share of General Semiconductor common stock. Diluted pro forma
earnings per share reflect the dilutive effect of General Semiconductor stock
options that, following the merger, became exercisable for Vishay common stock
and the dilutive effect of the assumed conversion of the 5.75% Convertible
Subordinated Notes due 2006 of General Semiconductor into Vishay common stock.