As filed with the Securities and Exchange Commission on January 18, 2002
Registration No. 333-52594
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VISHAY INTERTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 38-1686453
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
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63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
(610) 644-1300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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Avi D. Eden
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
(610) 644-1300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
Scott S. Rosenblum, Esq.
Abbe L. Dienstag, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
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Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
|-|
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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Title of Each Amount to be Proposed Proposed Amount of
Class of Registered Maximum Maximum Registration
Securities to Offering Aggregate Fee (2)
be Registered Price Offering Price
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Debt Securities (3)
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Common Stock,
par value $0.10
per share (4),(5)
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Total (6) $945,779,624 100%(1) $945,779,624(1)(2) (7)
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Common Stock, par
value $0.10 per
share 2,887,134(8) $18.78(9) $54,220,376(9) $12,958(7)(10)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended, and
exclusive of accrued interest, if any.
(2) Of the $945,779,624 of securities being registered hereunder for offer
and sale by the Registrant, pursuant to Rule 429(b) under the Securities
Act of 1933, as amended, an aggregate of $166,717,500 of the securities
are being carried forward from the Registrant's prior registration
statement on Form S-3 (SEC File No. 333-34178).
(3) Subject to note (6) below, there are being registered hereunder an
indeterminate principal amount of debt securities. If any debt securities
are being issued at an original issue discount, then the offering price
shall be in such greater principal amount as shall result in an aggregate
initial
offering price not to exceed $945,779,624, less the dollar amount of any
securities previously offered and sold by the Registrant hereunder.
(4) Subject to note (6) below, there are being registered hereunder an
indeterminate number of common shares as may be sold, from time to time,
by the Registrant.
(5) Including such indeterminable number of common shares which may from time
to time be issued upon conversion or exchange of debt securities
registered hereunder, to the extent any of such debt securities are by
their terms convertible into such common shares. Under Rule 457(i), no fee
is payable with respect to such common shares.
(6) In no event will the aggregate initial offering price of all securities
offered and sold from time to time by the Registrant pursuant to this
Registration Statement exceed $945,779,624, or its equivalent if some or
all of the debt securities are denominated in one or more foreign
currencies, foreign currency units or composite currencies. Any securities
registered hereunder may be sold separately or as units with other
securities registered hereunder.
(7) A filing fee of $208,321 was paid by the registrant in connection with the
initial filing of this registration statement with respect to the
securities not carried forward from the Registrant's prior registration
statement on Form S-3 (SEC File No. 333-34178). This fee was calculated on
the basis of the filing fee in effect at the time of .00025 of the maximum
aggregate offering price. A portion of this fee has now been allocated to
the shares of common stock being registered for sale by the selling
stockholder. See note (9)
(8) Shares of common stock registered for sale from time to time by the
selling stockholder named in the prospectus included in this Registration
Statement.
(9) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act.
(10) The registration fee for the selling stockholder's shares is calculated
based on the average of the high and low price of $18.78 for Vishay
Intertechnology common stock on January 16, 2002 pursuant to Rule 457(c)
under the Securities Act of 1933, as amended. A portion of the fee of
$208,321 previously paid has been allocated to the shares of the selling
stockholder. Correspondingly, the amount of securities that may be offered
and sold from time to time by the Registrant pursuant to this Registration
Statement of $1,000,000,000 has been reduced by $54,200,376 to
$945,779,624.
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PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROSPECTUS SET FORTH HEREIN ALSO RELATES TO SECURITIES REGISTERED PURSUANT TO A
PRIOR REGISTRATION STATEMENT.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
Subject To Completion, Dated January 18, 2002
PROSPECTUS
Vishay Intertechnology, Inc.
Common Stock
Debt Securities
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This prospectus relates to
o unsecured debt securities; and
o common stock
of Vishay Intertechnology, Inc. that Vishay may offer from time to time, with
an aggregate offering price not to exceed $945,779,624. It also relates
to 2,887,134 shares of common stock of Vishay that may be offered from
time to time by a selling stockholder identified in this prospectus.
See "Plan of Distribution" for the manner in which shares and debt
securities may be sold by Vishay, and in which shares may be sold by the selling
stockholder, using this prospectus. This prospectus may not be used by Vishay to
sell securities unless accompanied by a prospectus supplement. Vishay will not
receive any proceeds from the sale of shares by the selling stockholder.
Our common stock is listed on the New York Stock Exchange under the symbol
"VSH".
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Investing in debt securities or common stock involves risks that are
described in the "Risk Factors" section beginning on Page 6 of this prospectus.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
document is truthful or complete. Any representation to the contrary is a
criminal offense.
This prospectus is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.
The date of this prospectus is January 18, 2002.
WHERE YOU CAN FIND MORE INFORMATION
In connection with this offering, Vishay has filed with the Securities and
Exchange Commission a registration statement under the Securities Act of 1933,
as amended, relating to the securities. As permitted by the SEC rules, this
document omits certain information included in the registration statement. For a
more complete understanding of the securities and this offering, you should
refer to the registration statement, including its exhibits.
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any public offering document we
file without charge at the SEC's Public Reference Room, 450 Fifth Street, N.W.,
Room 1024, Washington D.C., 20549.
You can also request copies of all or any portion of these documents by
writing the Public Reference Section and paying certain prescribed fees. Please
call the SEC at 1-800-SEC-0330 for further information on the Public Reference
Section. Additionally, these documents are available to the public from the
SEC's web site at http://www.sec.gov. You can also inspect reports, proxy
statements and other information about us at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
We are "incorporating by reference" into this prospectus certain
information that we file with the SEC. This means that we are disclosing
important information to you by referring to those documents. The information
incorporated by reference is considered to be part of this prospectus, except
for any information superseded by information contained directly in this
prospectus. Information that we file later with the SEC under the Exchange Act
will automatically update information in this prospectus. In all cases, you
should rely on the later information over different information included in this
prospectus. We incorporate by reference the documents listed below and any
future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until the end of the offering of the securities
made under this prospectus:
o Current Report on Form 8-A filed on December 27, 1983;
o Annual Report on Form 10-K for the year ended December 31, 2000;
o Quarterly Report on Form 10-Q for the quarter ended March 31, 2001;
o Quarterly Report on Form 10-Q for the quarter ended June 30, 2001;
o Quarterly Report on Form 10-Q for the quarter ended September 30, 2001;
o Current Report on Form 8-K filed on June 18, 2001;
o Current Report on Form 8-K filed on October 26, 2001;
o Current Report on Form 8-K filed on November 13, 2001; and
o Current Report on Form 8-K/A filed on January 16, 2002.
You may request a copy of these filings, or any other documents or other
information referred to in, or incorporated by reference into, this prospectus,
at no cost, by writing or calling us at the following address or telephone
number:
Vishay Intertechnology, Inc.
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
(610) 644-1300
Exhibits to the documents incorporated by reference will not be sent,
however, unless those exhibits have been specifically referenced in this
prospectus.
You should rely only on the information provided or incorporated by
reference in this document. Vishay has not authorized anyone else to provide you
with different information. You should not assume that the information in this
document is accurate as of any date after the date on the front of this
document.
This document is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any jurisdiction where the offer
or sale is not permitted.
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TABLE OF CONTENTS
Page
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WHERE YOU CAN FIND MORE INFORMATION..........................................1
FORWARD LOOKING INFORMATION..................................................4
RISK FACTORS.................................................................6
VISHAY......................................................................11
USE OF PROCEEDS.............................................................11
RATIO OF EARNINGS TO FIXED CHARGES..........................................12
DESCRIPTION OF THE DEBT SECURITIES..........................................13
DESCRIPTION OF CAPITAL STOCK................................................20
PLAN OF DISTRIBUTION........................................................22
SELLING STOCKHOLDER.........................................................21
LEGAL MATTERS...............................................................24
EXPERTS.....................................................................24
You should rely only on the information contained or incorporated by
reference in this prospectus. Vishay Intertechnology, Inc. has not authorized
any other person to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it.
Vishay is not making an offer to sell these securities in any jurisdiction where
the offer or sale is not permitted.
You should assume that the information appearing in this prospectus is
accurate as of the date on the front cover of this prospectus only. The
business, financial condition, results of operations and prospects of Vishay may
have changed since that date.
References in this prospectus to "Vishay," "the Company," "we," "us" and
"our" refer to Vishay Intertechnology, Inc. and its consolidated subsidiaries,
unless otherwise specified.
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FORWARD LOOKING INFORMATION
Some of the statements in this prospectus and in documents incorporated by
reference constitute forward-looking statements. These forward-looking
statements reflect our current views with respect to future events or our
financial performance, and involve certain known and unknown risks,
uncertainties and other factors, including those identified below, which may
cause our or our industry's actual or future results, levels of activity,
performance or achievements to differ materially from those expressed or implied
by any forward-looking statements or from historical results. In some cases, you
can identify forward-looking statements by terminology such as "may," "will,"
"could," "would," "should," "believe," "expect," "plan," "anticipate," "intend,"
"estimate," "predict," "potential" and other expressions which indicate future
events and trends. We do not, nor does any other person, assume responsibility
for the accuracy and completeness of any forward-looking statements. We have no
duty to update or revise any forward-looking statements after the date of this
prospectus or to conform them to actual results, new information, future events
or otherwise. All of the forward-looking statements are qualified in their
entirety by reference to the factors discussed in the section entitled
"Management's Discussion and Analysis of Financial Conditions and Results of
Operations" of our most recent Annual Report Form 10-K for the year ended
December 31, 2000 and Quarterly Reports on Form 10-Q for the quarter ended March
31, 2001, June 30, 2001 and September 30, 2001, respectively which describe
risks and factors that could cause results to differ materially from those
projected in such forward looking statements.
The following factors, among others, could cause our or our industry's
future results to differ materially from historical results or those
anticipated:
o overall economic and business conditions;
o the demand for Vishay's goods and services;
o the fact that Vishay's customers may cancel orders they have placed with
us, in whole or in part, without advance notice;
o competitive factors in the industries in which Vishay competes;
o changes in governmental regulation;
o changes in tax requirements, including tax rate changes, new tax laws and
revised tax law interpretations;
o developments in and results of litigation;
o interest rate fluctuations, foreign currency rate fluctuations and other
capital market conditions;
o economic and political conditions in international markets, including
governmental changes and restrictions on the ability to transfer capital
across borders;
o the timing, impact and other uncertainties of pending and future
acquisitions by Vishay;
o the ability to achieve anticipated synergies and other cost savings in
connection with such pending and future acquisitions; and
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o the terrorist attacks on the United States on September 11, 2001, the
impact of such events on the economy in general and on the demand for
Vishay's goods and services in particular, and the impact of the foregoing
on Vishay's revenues and earnings.
These factors and the risk factors described in this document are not
necessarily all of the important factors that could cause actual results,
performance or achievements to differ materially from those expressed in any of
our forward-looking statements. We operate in a continually changing business
environment, and new risk factors emerge from time to time. Other unknown or
unpredictable factors also could have material adverse effects on our future
results, performance or achievements. We cannot assure you that projected
results or events will be achieved or will occur.
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RISK FACTORS
An investment in the securities offered through this prospectus involves
certain risks. You should carefully consider the following risks, as well as
other information contained elsewhere in this prospectus or incorporated by
reference in this prospectus.
Risk Factors Relating to Vishay's Business Generally
Our Business Is Cyclical and the Current Decline in Demand in the Electronic
Component Industry May Continue and May Become More Pronounced.
Vishay and others in the electronic and semiconductor component industry
have recently experienced a decline in product demand on a global basis,
resulting in order cancellations and deferrals. This decline is primarily
attributable to a slowing of growth in the personal computer and cellular
telephone product markets. This slowdown may continue and may become more
pronounced. The current slowdown in demand, as well as recessionary trends in
the global economy, makes it more difficult for Vishay to predict its future
sales, which also makes it more difficult to manage its operations, and could
adversely impact Vishay's results of operations. In the past, adverse economic
trends that resulted in a slowdown in demand for electronic components have
materially and adversely impacted Vishay's results of operations. A decrease in
the current demand for Vishay's products, or an increase in supply due to the
expansion of production capacity by Vishay's competitors, could cause a
significant drop in Vishay's average sales prices, which could, in turn, cause a
reduction in Vishay's gross margins and operating profits. In addition, at the
initial stage of a business cycle, increased efforts by distributors to sell
inventory remaining from the prior cycle may cause average selling prices to
decrease. Vishay's published operating results for 2001 reflect some of these
industry trends. For example, during the first nine months of 2001 restructuring
costs were $47.1 million as a result of Vishay's accelerated effort to
streamline operations in response to the continued weakness in the electronic
components market at the time. Vishay estimates that total restructuring costs
during 2001 will amount to approximately $70 million.
In the Past Vishay Has Grown Through Acquisitions But This May Not Continue.
Vishay's long-term historical growth in revenues and net earnings has
resulted in large part from its strategy of expansion through acquisitions.
However, we cannot assure you that Vishay will identify or successfully complete
transactions with suitable acquisition candidates in the future. We also cannot
assure you that acquisitions Vishay completes in the future will be successful.
If an acquired business fails to operate as anticipated or cannot be
successfully integrated with Vishay's other businesses, Vishay's results of
operations, enterprise value, market value and prospects could all be materially
and adversely affected.
Future Acquisitions Could Require Vishay to Issue Additional Indebtedness or
Equity.
If Vishay were to undertake a substantial acquisition for cash, the
acquisition would likely need to be financed in part through bank borrowings or
the issuance of public or private debt. This would likely decrease Vishay's
ratio of earnings to fixed charges and adversely affect other leverage criteria.
Under Vishay's existing credit facility, Vishay is required to obtain the
lenders' consent for certain additional debt financing, is required to comply
with other covenants including the application of specific financial ratios and
is restricted from paying cash dividends on its capital stock. We cannot assure
you that the necessary acquisition financing would be available to Vishay on
acceptable terms when required. If
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Vishay were to undertake an acquisition for equity, the acquisition may have a
dilutive effect on the interests of the holders of Vishay common stock.
Vishay's Results Are Sensitive To Raw Material Availability, Quality And Cost.
Many of Vishay's products require the use of raw materials that are
produced in only a limited number of regions around the world or are available
from only a limited number of suppliers. Vishay's results of operations may be
materially and adversely affected if Vishay has difficulty obtaining these raw
materials, the quality of available raw materials deteriorates or there are
significant price increases for these raw materials.
For example, the prices for tantalum and palladium, two raw materials that
Vishay uses in its capacitors, are subject to fluctuation. For periods in which
the prices of these raw materials are rising Vishay may be unable to pass on the
increased cost to Vishay's customers which would result in decreased margins for
the products in which they are used. For periods in which the prices are
declining, Vishay may be required to write down its inventory carrying cost of
these raw materials which, depending on the extent of the difference between
market price and its carrying cost, could have a material adverse effect on
Vishay's net earnings.
Vishay is a major consumer of the world's annual production of tantalum.
Tantalum, a metal purchased in powder or wire form, is the principal material
used in the manufacture of tantalum capacitors. There are currently three major
suppliers that process tantalum ore into capacitor grade tantalum powder. Due to
the strong demand for its tantalum capacitors and difficulty in obtaining
sufficient quantities of tantalum powder from its suppliers, Vishay stockpiled
tantalum ore in 2000 and early 2001. During the nine months ended September 30,
2001, Vishay experienced a significant decrease in sales due to declining orders
and the deferral or cancellation of existing orders. Vishay's tantalum capacitor
business was particularly impacted by the slowdown in sales. Prices for tantalum
ore and powder decreased during this period. As a result, Vishay has recorded
write-downs of $17,000,000 and $37,000,000 on tantalum during the quarter and
nine months ended September 30, 2001, respectively. Vishay has entered into
long-term take or pay contracts to purchase specified quantities of tantalum at
fixed prices through 2005. Under these contracts, the annual tantalum purchase
commitments are approximately $47,000,000 for 2001 and $150,000,000 for 2002
through 2005. In addition, Vishay makes purchases of tantalum from its other
suppliers under annual contracts at prices that are subject to periodic
adjustment. Depending on the extent of the downward pricing trend for tantalum
ore, Vishay could again be required to write down the carrying cost of its
inventory of tantalum ore, which could have a material adverse effect on
Vishay's net earnings.
Palladium, a metal used to produce multi-layered ceramic capacitors, is
currently found in primarily South Africa and Russia. Palladium is a commodity
product subject to price volatility. The price of palladium has fluctuated in
the range of approximately $201 to $970 per troy ounce during the last three
years. As of December 31, 2001, the price of palladium was approximately $446
per troy ounce. During the quarter ended September 30, 2001, the Company
recorded in cost of products sold a writedown of $18,000,000 on palladium
inventories. From time to time there have been short-term market shortages of
raw materials. While these shortages have not historically adversely affected
Vishay's ability to increase production of products containing tantalum and
palladium, they have historically resulted in higher raw material costs for
Vishay. Vishay cannot assure you that any of these market shortages in the
future would not adversely affect Vishay's ability to increase production,
particularly during periods of growing demand for Vishay's products.
-7-
Vishay's Backlog is Subject to Customer Cancellation.
Many of the orders that comprise Vishay's backlog may be canceled by
customers without penalty. Customers may on occasion double and triple order
components from multiple sources to ensure timely delivery when backlog is
particularly long. Customers often cancel orders when business is weak and
inventories are excessive, a phenomenon that Vishay has experienced in the
current economic slowdown. Therefore, Vishay cannot be certain the amount of its
backlog does not exceed the level of orders that will ultimately be delivered.
Vishay's results of operations could be adversely impacted if customers cancel a
material portion of orders in Vishay's backlog.
Vishay Faces Intense Competition in its Business.
Vishay's business is highly competitive worldwide, with low transportation
costs and few import barriers. Vishay competes principally on the basis of
product quality and reliability, availability, customer service, technological
innovation, timely delivery and price. The electronics components industry has
become increasingly concentrated and globalized in recent years and Vishay's
major competitors, some of which are larger than Vishay, have significant
financial resources and technological capabilities.
Vishay May Not Have Adequate Facilities to Satisfy Future Increases in Demand
for its Products.
Vishay's business is cyclical and in periods of a rising economy may
experience intense demand for its products. During such periods, Vishay may have
difficulty expanding its manufacturing to satisfy demand. Factors which could
limit such expansion include delays in procurement of manufacturing equipment,
shortages of skilled personnel and capacity constraints at Vishay's facilities.
If Vishay is unable to meet its customers' requirements and its competitors
sufficiently expand production, Vishay could lose customers and/or market share.
This could have an adverse effect on Vishay's financial condition and results of
operations and prospects.
Future Changes in Vishay's Environmental Liability and Compliance Obligations
May Harm Vishay's Ability to Operate or Increase Costs.
Vishay's manufacturing operations, products and/or product packaging are
subject to environmental laws and regulations governing air emissions,
wastewater discharges, the handling, disposal and remediation of hazardous
substances, wastes and certain chemicals used or generated in Vishay's
manufacturing processes, employee health and safety labeling or other
notifications with respect to the content or other aspects of Vishay's
processes, products or packaging, restrictions on the use of certain materials
in or on design aspects of Vishay's products or product packaging and
responsibility for disposal of products or product packaging. More stringent
environmental regulations may be enacted in the future, and Vishay cannot
presently determine the modifications, if any, in Vishay's operations that any
such future regulations might require, or the cost of compliance with these
regulations. In order to resolve liabilities at various sites, Vishay has
entered into various administrative orders and consent decrees, some of which
may be, under certain conditions, reopened or subject to renegotiation.
-8-
Risk Factors Relating to Vishay's Operations Outside the United States
Vishay Obtains Substantial Benefits by Operating in Israel, but these Benefits
May Not Continue.
Vishay has increased its operations in Israel over the past several years.
The low tax rates in Israel applicable to earnings of Vishay's operations in
that country, compared to the rates in the United States, have had the effect of
increasing Vishay's net earnings. In addition, Vishay has taken advantage of
certain incentive programs in Israel, which take the form of grants designed to
increase employment in Israel. Any significant increase in the Israeli tax rates
or reduction or elimination of the Israeli grant programs that have benefited
Vishay could have an adverse impact on Vishay's results of operations. See Note
1 to the Consolidated Financial Statements in Vishay's Annual Report on Form
10-K for the year ended December 31, 2000, incorporated by reference in this
prospectus, for a description of Vishay's accounting policy for grants received
by certain subsidiaries from governments outside the United States.
Vishay Attempts to Improve Profitability by Operating in Countries in which
Labor Costs are Low, but the Shift of Operations to these Regions May Entail
Considerable Expense.
Vishay's strategy is aimed at achieving significant production cost
savings through the transfer and expansion of manufacturing operations to and in
countries with lower production costs, such as Israel, Mexico, Portugal, the
Czech Republic, Taiwan and China. In this process, Vishay may experience
under-utilization of certain plants and factories in high labor cost regions and
capacity constraints in plants and factories located in low labor cost regions.
This may result initially in production inefficiencies and higher costs. These
costs include those associated with compensation in connection with work force
reductions and plant closings in the higher labor cost regions, and start-up
expenses, manufacturing and construction delays, and increased depreciation
costs in connection with the initiation or expansion of production in lower
labor cost regions.
As Vishay implements transfers of certain of its operations it may
experience strikes or other types of labor unrest as a result of lay-offs or
termination of Vishay's employees in high labor cost countries.
Vishay is Subject to the Risks of Political, Economic And Military
Instability in Countries Outside the U.S. in which it Operates.
Vishay has operations in 12 countries around the world outside the United
States, and approximately 56% of Vishay's revenues during 2000 were derived from
sales to customers outside the United States. Some of the countries in which
Vishay operates have in the past experienced and may continue to experience
political, economic and military instability or unrest. These conditions could
have an adverse impact on the ability of Vishay to operate in these regions and,
depending on the extent and severity of these conditions, could materially and
adversely affect Vishay's overall financial condition and operating results.
Risks Relating to Vishay's Capital Structure
The Holders of Class B Common Stock Have Voting Control of Vishay.
Vishay has two classes of common stock: common stock and Class B common
stock. The holders of common stock are entitled to one vote for each share held,
while the holders of Class B common stock are entitled to 10 votes for each
share held. Currently, the principal holder of Class B common stock
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controls approximately 50.4% of the outstanding voting power of Vishay. As a
result, this holder of Class B common stock is able to cause the election of the
entire board of directors of Vishay. This holder of the Class B common stock may
also be able to approve other actions as stockholders without obtaining the
votes of other stockholders of Vishay.
The Existence of the Class B Common Stock May Deprive Other Stockholders of a
Premium Value for their Shares in a Takeover.
The effective control of Vishay by holders of the Class B common stock may
make Vishay less attractive as a target for a takeover proposal. It may also
make it more difficult or discourage a merger proposal or proxy contest for the
removal of the incumbent directors, even if such actions were favored by all
stockholders of Vishay other than the holders of the Class B common stock.
Accordingly, this may deprive the holders of common stock of an opportunity they
might otherwise have to sell their shares at a premium over the prevailing
market price in connection with a merger or acquisition of Vishay with or by
another company.
If the Selling Security Holder Elects to Sell All of its Shares of Common Stock
at the Same Time, the Market Price of our Shares May Decrease.
It is possible that the selling stockholder will offer all of the shares
owned by it for sale. Further, because it is possible that a significant number
of shares could be sold at once, the sales, or the possibility of such sales,
may have a depressing effect on the market price of our common stock.
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VISHAY
Vishay is a leading international manufacturer and supplier of passive and
active electronic components. Passive components include resistors, capacitors
and inductors. Vishay's offering of active components includes discrete
semiconductors, diodes, rectifiers, infrared data communications devices and
power and analog switching circuits. Vishay offers its customers "one-stop"
access to one of the most comprehensive electronic component lines of any
manufacturer in the United States or Europe. Passive electronic components and
discrete active electronic components, along with integrated circuits, are the
primary elements of every electronic circuit. Components manufactured by Vishay
are used in virtually all types of electronic products, including those in the
computer, telecommunications, military/ aerospace, instrument, automotive,
medical and consumer electronics industries.
Vishay employs over 20,000 people in over 70 plants in the U.S., Mexico,
Germany, Austria, the United Kingdom, France, Portugal, the Czech Republic,
Hungary, Israel, Taiwan, China and the Philippines.
Vishay is a Delaware corporation. Its principal executive offices are
located at 63 Lincoln Highway, Malvern, Pennsylvania 19355-2120, and its
telephone number there is (610) 644-1300.
USE OF PROCEEDS
Unless otherwise specified in the applicable prospectus supplement, Vishay
intends to use the net proceeds from the sale of securities to refinance
indebtedness existing at the time, to finance acquisitions and for general
corporate purposes. Funds not required immediately for such purposes may be
invested temporarily in short-term marketable securities.
We will not receive any of the proceeds from the sale of common stock by
the selling stockholder. We understand that the selling stockholder intends to
use these proceeds for the payment of estate taxes and to make distributions
from the estate.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the nine months ended September 30, 2001 and for each of the preceding five
fiscal years. In calculating these ratios, earnings include pre-tax income
before adjustment for minority interest in consolidated subsidiaries plus fixed
charges and exclude equity in net income of our affiliates. Fixed charges
include gross interest expense, amortization of deferred financing expenses and
an amount equivalent to interest in rental charges. We have assumed that one
third of rental expense is representative of the interest factor.
NINE MONTHS FISCAL YEAR ENDED DECEMBER
ENDED SEPTEMBER 31,
30, 2001 2000 1999 1998 1997 1996
-------- ---- ---- ---- ---- ----
Ratio of earnings to fixed
charges 5.42 21.35 3.16 1.72 4.96 4.36
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DESCRIPTION OF THE DEBT SECURITIES
The debt securities will be issued under an indenture between Vishay and
the trustee under the indenture. The following description is subject to the
detailed provisions of the indenture, a copy of which can be obtained upon
request from Vishay. See "Where You Can Find More Information" on page 1. The
indenture is subject to, and governed by, the Trust Indenture Act of 1939. The
statements made in this section relating to the indenture and to the debt
securities to be issued under the Indenture are summaries and do not purport to
be complete. For a full description of the terms of the debt securities, you
should refer to the indenture, as supplemented by any applicable supplemental
indentures.
The following is a description of the general terms and provisions of the
debt securities set forth in the indenture and which may apply to any series of
debt securities. The particular terms of a series of debt securities and the
extent, if any, to which these general terms do not apply to such debt
securities, will be set forth in a supplemental indenture and described in the
prospectus supplement relating to the particular series of debt securities. See
"Prospectus Supplements" below. Accordingly, for a description of the terms and
provisions of any particular series of debt securities, you must refer to both
this description and the description of such particular series contained in the
applicable prospectus supplement.
General
The debt securities will be direct, unsecured obligations of Vishay and
rank equally with other unsecured obligations of Vishay for money borrowed. The
debt securities will be effectively subordinated to all existing and future
indebtedness and other liabilities of Vishay's subsidiaries. Vishay's rights and
the rights of its creditors, including holders of debt securities, to
participate in any distribution of assets of any subsidiary upon a liquidation
or reorganization or otherwise of such subsidiary will be effectively
subordinated to the claims of the subsidiary's creditors, except to the extent
that Vishay or any of its creditors may itself be a creditor of that subsidiary.
The indenture does not limit other indebtedness or securities which may be
incurred or issued by Vishay or any of its subsidiaries or contain financial or
similar restrictions on Vishay or any of its subsidiaries. There are no
covenants or provisions contained in the indenture which afford the holders of
debt securities protection in the event of a highly leveraged transaction,
reorganization, restructuring, merger or similar transaction involving Vishay.
The consummation of any highly leveraged transaction, reorganization,
restructuring, merger or similar transaction could cause a material decline in
the credit quality of any outstanding debt securities.
Debt securities may be issued either in certificated, fully registered
form, without coupons, or as global notes under a book-entry system. See
"Book-Entry, Delivery and Form" below. Upon receipt of an authentication order
from Vishay together with any other documentation required by the indenture, the
trustee will authenticate debt securities in the form and amount required by the
supplemental indenture relating to the series of debt securities.
Principal and premium, if any, will be payable, and the debt securities
will be transferable and exchangeable without any service charge, at the office
of the trustee. Vishay may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection with any such transfer or
exchange.
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The indenture does not limit the aggregate principal amount of debt
securities which may be issued thereunder.
Prospectus Supplements
The following terms of and information relating to a particular series of
debt securities offered pursuant to this document will be set forth in the
applicable prospectus supplement:
o the title of the debt securities
o the aggregate principal amount of the debt securities
o the date or dates on which principal of, and premium, if any, on the debt
securities is payable
o the rate at which the debt securities shall bear interest, if any, or the
method by which the interest rate will be determined
o the date or dates from which interest will accrue and on which interest
will be payable and any related record dates any redemption, repayment or
sinking fund provisions
o the terms, if any, upon which the debt securities may be convertible into
or exchanged for securities of any kind of Vishay or of any other issuer or
obligor and the terms and conditions upon which such conversion or exchange
shall be effected
o the terms, if any, upon which the debt securities may be subordinated to
any other indebtedness of Vishay
o the denominations in which the debt securities will be issuable
o any applicable material income tax considerations
o if other than the principal amount of the debt securities, the portion of
the principal amount due upon acceleration
o whether the debt securities will be issued in the form of a global security
or securities
o any covenants, including any restrictive covenants, of Vishay with respect
to the debt securities provided in an applicable supplemental indenture
o if applicable, the terms and conditions pursuant to which Vishay can
discharge certain obligations under the indenture with respect to any
series of debt securities by depositing with the trustee funds in an amount
sufficient to pay at maturity or upon redemption the principal, premium and
interest on such debt securities
o any other specific terms of the debt securities
o if other than the trustee named in the indenture, the identity of any
trustees, paying agents or registrars with respect to the debt securities
Book-Entry, Delivery and Form
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The Global Notes
A series of debt securities may be issued in whole or in part in the form
of one or more global securities under a book-entry system. Each global
security:
o will be deposited with, or on behalf of, The Depository Trust Company, and
registered in the name of Cede & Co., as DTC's nominee, or
o will remain in the custody of the trustee pursuant to a FAST Balance
Certificate Agreement between DTC and the trustee.
Certain Book-Entry Procedures for the Global Notes
The descriptions of the operations and procedures of DTC set forth below
are provided solely as a matter of convenience. These operations and procedures
are solely within the control of DTC and its participants and are subject to
change by them from time to time. Vishay takes no responsibility for these
operations or procedures, and investors are urged to contact DTC or its
participants directly to discuss these matters.
DTC has advised Vishay that it is:
o a limited purpose trust company organized under the laws of the State of
New York,
o a "banking organization" within the meaning of the New York Banking Law,
o a member of the Federal Reserve System,
o a "clearing corporation" within the meaning of Article 8 of the Uniform
Commercial Code, and
o a "clearing agency" registered pursuant to Section 17A of the Exchange Act.
DTC was created to hold securities for its participants and facilitates
the clearance and settlement of securities transactions between its participants
through electronic book-entry changes to the accounts of its participants,
thereby eliminating the need for physical transfer and delivery of certificates.
DTC's participants include securities brokers and dealers, banks and trust
companies, clearing corporations and certain other organizations. DTC is owned
by a number of its direct participants and by the New York Stock Exchange, Inc.,
the NASDAQ American Stock Exchange and National Association of Securities
Dealers, Inc. Access to DTC's system is also available to indirect participants
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a participant, either directly or
indirectly. Investors who are not participants may beneficially own securities
held by or on behalf of DTC only through DTC participants or indirect
participants.
Vishay expects that pursuant to procedures established by DTC:
o upon the deposit of global notes representing debt securities with
DTC, DTC will credit the accounts of its participants with an
interest in the global notes. The accounts to be credited will be
designated by the underwriters or agents, if any, or by Vishay, if
such debt securities were offered and sold directly by Vishay; and
-15-
o ownership of the debt securities will be shown on, and the transfer
of ownership thereof will be effected only through, records
maintained by DTC, with respect to the interests of its
participants, and the records of DTC's participants and indirect
participants, with respect to the interests of other owners of
beneficial interest in the debt securities.
The laws of some jurisdictions may require that certain purchasers of
securities take physical delivery of such securities in definitive form.
Accordingly, the ability to transfer interests in the debt securities
represented by global notes to such persons may be limited. In addition, because
DTC can act only on behalf of its participants, who in turn act on behalf of
persons who hold interests through a DTC participant, the ability of a person
having an interest in debt securities represented by a global note to pledge or
transfer such interest to persons or entities that do not participate in DTC's
system, or to otherwise take actions in respect of such interest, may be
affected by the lack of a physical definitive security in respect of such
interest.
So long as DTC or its nominee is the registered owner of a global note,
DTC or such nominee, as the case may be, will be considered the sole owner or
holder of the debt securities represented by the global note for all purposes
under the indenture. Except as provided below, owners of beneficial interests in
a global note will not be entitled to have debt securities represented by such
global note registered in their names, will not receive or be entitled to
receive physical delivery of certificated debt securities, and will not be
considered the owners or holders thereof under the indenture for any purpose.
Thus, an investor whose security is represented by a global note will not be the
holder of the debt security, but only an indirect holder of a beneficial
interest in the global note. Accordingly, if you own a beneficial interest in
book-entry securities, you must rely on the procedures of DTC to exercise any of
your rights with respect to such securities. For example:
o DTC requires that those who purchase and sell interests in a global
note deposited in its book-entry system use immediately available
funds. Your broker or bank may also require you to use immediately
available funds when purchasing or selling interests in a global
note.
o DTC's policies, which may change from time to time, will govern
payments, transfers, exchanges and other matters relating to an
investor's interest in a global note.
o Financial institutions that participate in DTC's book-entry system,
and through which an investor holds its interest in a global note,
may also have their own policies affecting payments, notices and
other matters relating to the debt security. There may be more than
one financial intermediary in the chain of ownership for an
investor. We do not monitor and are not responsible for the actions
of any of those intermediaries.
Payments with respect to the principal of, and premium, if any, and
interest on, any debt securities represented by a global note registered in the
name of DTC or its nominee on the applicable record date will be payable by the
trustee to or at the direction of DTC or its nominee in its capacity as the
registered holder of the global note representing such debt securities under the
indenture. Under the terms of the indenture, Vishay and the trustee may treat
the persons in whose names the global notes are registered as the owners thereof
for the purpose of receiving payment thereon and for any and all other purposes
whatsoever. Consequently, neither Vishay nor the trustee nor any agent of Vishay
or the trustee has or will have any responsibility or liability for:
-16-
o any aspect of DTC's records or any participant's or indirect
participant's records relating to, or payments made on account of,
any beneficial ownership interest in the global notes of any series,
or for maintaining, supervising or reviewing any of DTC's records or
any participant's or indirect participant's records relating to the
beneficial ownership interests of the global notes of such series;
or
o any other matter relating to the actions and practices of DTC or any
of its participants or indirect participants.
DTC has advised Vishay that its current practice, upon receipt of any
payment in respect of securities such as the notes including principal and
interest, is to credit the accounts of the relevant participants with the
payment on the payment date, in amounts proportionate to their respective
holdings in the principal amount of beneficial interest in the relevant security
as shown on the records of DTC, unless DTC has reason to believe it will not
receive payment on such payment date. Payments by the participants and the
indirect participants to the beneficial owners of either series of notes will be
governed by standing instructions and customary practices and will be the
responsibility of the participants or the indirect participants and will not be
the responsibility of DTC, the trustee, or Vishay. Neither Vishay nor the
trustee will be liable for any delay by DTC or any of its participants in
identifying the beneficial owners of the notes, and the Company and the trustee
may conclusively rely on and will be protected in relying on instructions from
DTC or its nominee for all purposes.
Certificated Debt Securities
If:
o Vishay notifies the trustee in writing that DTC is no longer willing
or able to act as a depositary or DTC ceases to be registered as a
clearing agency under the Exchange Act and a successor depositary is
not appointed within 90 days of such notice or cessation,
o Vishay, at its option, notifies the trustee in writing that it
elects to cause the issuance of debt securities in definitive form
under the indenture, or
o upon the occurrence of certain other events as provided in the
Indenture, then,
upon surrender by DTC of the global notes representing the debt securities,
certificated debt securities will be issued in the names and denominations
requested by DTC in accordance with its customary procedures. Upon any such
issuance, the trustee is required to register the certificated debt securities
in the names of the designated persons, or their nominees, and cause the
certificates to be delivered to them.
Neither Vishay nor the trustee shall be liable for any delay by DTC or any
DTC participant or indirect participant in identifying the beneficial owners of
the related debt securities and each such person may conclusively rely on, and
shall be protected in relying on, instructions from DTC for all purposes.
Merger, Consolidation, Sale or Conveyance
The indenture provides that Vishay will not merge or consolidate with any
other corporation or person and will not sell or convey all or substantially all
of its assets to any person, unless:
1. Vishay is the continuing corporation, or
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2. the successor corporation or person that acquires all or
substantially all of the assets of Vishay, shall expressly assume,
o the payment of principal of, premium, if any, and interest on all debt
securities issued under the indenture, and
o the observance of all the covenants and agreements under the indenture to
be performed or observed by Vishay,
and in either case, immediately after such merger, consolidation, sale or
conveyance, Vishay, or such successor corporation or person, as the case may be,
shall not be in default in the performance of the covenants and agreements of
the indenture to be performed or observed by Vishay.
Events of Default
An event of default with respect to a series of debt securities issued
under the indenture is defined in the indenture as being:
o a default for 30 days in payment of any interest on any debt securities of
such series;
o a default in any payment of principal of, or sinking fund installment, if
any, on, any debt securities of such series;
o a default by Vishay in performance of any other of the covenants or
agreements in respect of the debt securities of such series or the
indenture that continues for 90 days after Vishay has been given notice of
such failure in accordance with the indenture;
o certain events involving bankruptcy, insolvency or reorganization of
Vishay.
The indenture provides that the trustee shall transmit notice of any
uncured default under the indenture with respect to any series of debt
securities issued thereunder, within 90 days after the occurrence of such
default, to the holders of the debt securities of each affected series, except
that the trustee may withhold notice to the holders of any series of debt
securities of any default, except in payment of principal of, premium, if any,
or interest on such series, if the trustee considers it in the interest of the
holders of such series of debt securities to do so.
If an event of default due to:
o the default in payment of interest, principal or sinking fund installment
with respect to any series of debt securities issued under the indenture,
or
o the default in the performance or breach of any other covenant or
agreement of Vishay applicable to such series but not applicable to all
outstanding debt securities issued under the indenture,
shall have occurred and be continuing, either the trustee or the holders of not
less than 25% in principal amount of the debt securities of such series then
outstanding may declare the principal of all debt securities of such series and
interest accrued thereon to be due and payable immediately.
If an event of default due to:
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o a default in the performance or breach of any other of the covenants or
agreements of Vishay applicable to all outstanding debt securities issued
under the indenture;
o certain events of bankruptcy, insolvency and reorganization of Vishay,
shall have occurred and be continuing, either the trustee or the holders of not
less than 25% in principal amount of all debt securities issued under the
indenture and then outstanding, treated as one class, may declare the principal
of all such debt securities and interest accrued thereon to be due and payable
immediately.
Upon certain conditions, such declarations may be annulled and past
defaults may be waived by the holders of a majority in principal amount of the
outstanding debt securities of an affected series, voting as a separate class,
or all debt securities outstanding under the indenture, voting as a single
class, as the case may be. Past defaults may be waived in this manner only if
Vishay has paid all previously matured interest and principal payments, other
than payments that became due by acceleration.
The holders of a majority in principal amount of the outstanding debt
securities of each affected series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
trustee with respect to the debt securities of such series, subject to certain
limitations specified in the indenture.
The indenture provides that no holder of debt securities of any series may
institute any action against Vishay under the indenture, except actions for
payment of overdue principal, premium, if any, or interest, unless such holder
previously shall have given to the trustee written notice of default and
continuance thereof and unless the holders of not less than 25% in principal
amount of the debt securities of such series then outstanding shall have
requested the trustee to institute such action and shall have offered the
trustee reasonable indemnity, and the trustee shall not have instituted such
action within 60 days of such request, and the trustee shall not have received
direction inconsistent with such request by the holders of a majority in
principal amount of the debt securities of such series then outstanding.
The indenture requires the annual filing by Vishay with the trustee of a
written statement as to compliance with the covenants and agreements contained
in the indenture.
Modification of the Indenture
The indenture contains provisions permitting Vishay and the trustee, with
the consent of the holders of not less than a majority of the principal amount
of all affected series of the debt securities issued under the indenture at the
time outstanding, voting as one class, to modify the indenture or any
supplemental indenture or the rights of the holders of the debt securities of
such series. Without the consent of the holder of each debt security affected,
the indenture cannot be modified to:
1. extend the final maturity of any of the debt securities or reduce
the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption
thereof, or reduce the amount of any original issue discount security
payable upon acceleration or provable in bankruptcy or impair or affect
the right of any holder of the debt securities to institute suit for the
payment thereof, or
2. alter the requirement that, the consent of the holders of
each debt security affected is required for any such modification.
-19-
The indenture contains provisions permitting Vishay and the trustee,
without the consent of any holders of debt securities, to enter into a
supplemental indenture, among other things, for purposes of
o curing any ambiguity,
o correcting or supplementing any provision contained in the indenture or in
any supplemental indenture or making other provisions in regard to the
matters or questions arising under the indenture or any supplemental
indenture as the Board of Directors of Vishay deems necessary or desirable
and which does not adversely affect the interests of the holders of debt
securities in any material respect, or
o establishing the form or terms of any series of debt securities as are not
otherwise inconsistent with any of the provisions of the indenture.
Concerning the Trustee
The trustee may hold debt securities issued under the indenture, act as a
depository for funds of, make loans to, or perform other services for, Vishay
and its subsidiaries as if it were not the trustee.
DESCRIPTION OF CAPITAL STOCK
The aggregate number of shares of capital stock which Vishay has authority
to issue is 341,000,000 shares: 1,000,000 shares of preferred stock, par value
$1.00 per share, 300,000,000 shares of common stock, par value $.10 per share
and 40,000,000 shares of Class B common stock, par value $.10 per share. No
shares of preferred stock have been issued. At December 31, 2001, there were
144,102,532 shares of common stock and 15,496,634 shares of Class B common
stock outstanding.
After any required payment on shares of preferred stock, holders of common
stock and Class B common stock are entitled to receive, and share ratably on a
per share basis, all dividends and other distributions declared by the board of
directors of Vishay. In the event of a stock dividend or stock split, holders of
common stock will receive shares of common stock and holders of Class B common
stock will receive shares of Class B common stock. Neither the common stock nor
the Class B common stock may be split, divided or combined unless the other is
split, divided or combined equally.
The holders of common stock are entitled to one vote for each share held.
Holders of Class B common stock are entitled to 10 votes for each share held.
The common stock and the Class B common stock vote together as one class on all
matters subject to stockholder approval, except as set forth in the following
sentence. The approval of the holders of common stock and of Class B common
stock, each voting separately as a class, is required to authorize issuances of
additional shares of Class B common stock other than in connection with stock
splits and stock dividends.
Shares of Class B common stock are convertible into shares of common stock
on a one-for-one basis at any time at the option of the holder thereof. The
Class B common stock is not transferable except to the holder's spouse, certain
of such holder's relatives, certain trusts established for the benefit of the
holder, the holder's spouse or relatives, corporations and partnerships
beneficially owned and controlled by such holder, such holder's spouse or
relatives, charitable organizations and such holder's estate. Upon any transfer
made in violation of those restrictions, shares of Class B common stock will be
automatically converted into shares of common stock on a one-for-one basis.
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Neither the holders of common stock nor the holders of Class B common
stock have any preemptive rights to subscribe for additional shares of capital
stock of Vishay.
The common stock is listed on the NYSE. There is no public market for
shares of Vishay's Class B common stock. All outstanding shares of common stock
and Class B common stock are, and upon conversion, the shares of common stock
issuable upon conversion of the Class B common stock will be, validly issued,
fully paid and non-assessable.
Vishay furnishes to its stockholders annual reports containing financial
statements certified by an independent public accounting firm. In addition,
Vishay furnishes to its stockholders quarterly reports containing unaudited
financial information for each of the first three quarters of each year.
American Stock Transfer & Trust Company is the transfer agent and
registrar of Vishay's common stock and Class B common stock.
SELLING STOCKHOLDER
The Estate of Luella B. Slaner, the selling stockholder, is offering
up to 2,887,134 shares of common stock for sale pursuant to this prospectus.
Mrs. Slaner's late husband, Mr. Alfred Slaner, was a co-founder of Vishay.
From 1989 until her death on November 3, 2001, Mrs. Slaner served as a
director of the company.
Any or all of the shares may be offered by the selling stockholder from
time to time in the manner described under "Plan of Distribution." The shares
may also be offered and sold through this prospectus by pledgees, donees,
distributees of the estate of Luella B. Slaner and other successors in interest
of the selling stockholder.
The number of shares of common stock that may be actually sold by the
selling stockholder will be determined by the selling stockholder and may depend
upon a number of factors, including, among other things, the market price of the
common stock. No estimate can be given as to the number of shares of common
stock that will be held by the selling stockholder upon termination of its
offering of the shares through this prospectus.
The selling stockholder is also the owner of 3,246,940 shares of Class B
common stock of Vishay, each of which is entitled to ten votes and is
convertible into one share of common stock. This amount does not include
2,885,946 shares of Class B common stock held in various trusts for the benefit
of Mrs. Slaner's children and grandchildren, and 694,575 shares of Class B
common stock directly owned by Mrs. Slaner's children. Neither any Class B
common stock nor any common stock issuable upon conversion of Class B common
stock is being offered for sale through this prospectus.
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PLAN OF DISTRIBUTION
Vishay
Vishay may sell securities to or through underwriters or dealers, and also
may sell securities directly to other purchasers or through agents. Each
prospectus supplement will describe the method of distribution of securities
offered by Vishay.
The distribution of the securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of securities, underwriters may receive
compensation from Vishay or from purchasers of securities for whom they may act
as agents in the form of discounts, concessions, or commissions. Underwriters
may sell securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions, or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agents. Dealers, and agents that participate in the distribution of securities
may be deemed to be underwriters, and any discounts or commissions received by
them from Vishay and any profit on the resale of securities by them may be
deemed to be underwriting discounts and commissions, under the Securities Act of
1933, as amended. Any such underwriter or agent will be identified, and any such
compensation received from Vishay will be described, in the prospectus
supplement.
Underwriters and agents who participate in the distribution of securities
may be entitled under agreements which may be entered into by Vishay to
indemnification by Vishay against certain liabilities, including liabilities
under the Securities Act of 1933, as amended.
If so indicated in the applicable prospectus supplement, Vishay will
authorize underwriters or other persons acting as Vishay's agents to solicit
offers by certain institutions to purchase offered securities from Vishay
pursuant to contracts providing for payment and delivery on a future date.
Institutions with which such contracts may be made include:
o commercial and savings banks,
o insurance companies,
o pension funds,
o investment companies, and
o educational and charitable institutions and others,
but in all cases such institutions must be approved by Vishay. The obligations
of any purchaser under any such contract will be subject to the condition that
the purchase of the offered securities shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is
subject. The underwriters and such other agents will not have any responsibility
in respect of the validity or performance of such contracts.
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Selling Stockholder
Vishay has been advised by the selling stockholder that the selling
stockholder may sell all or a portion of shares of common stock offered through
this prospectus from time to time:
o directly; or
o through underwriters, broker-dealers or agents, who may receive from the
selling stockholder compensation in the form of discounts, commissions or
concessions or from the purchasers of the shares of common stock for whom
they may act as agent.
The shares of common stock may be sold from time to time in one or more
transactions at:
o fixed prices, which may be changed;
o prevailing market prices at the time of sale;
o varying prices determined at the time of sale; or
o negotiated prices.
These sales may be effected in transactions:
o on any national securities exchange or quotation service on which the
shares of common stock may be listed or quoted at the time of sale,
including the New York Stock Exchange;
o in the over-the-counter market;
o in transactions otherwise than on such exchanges or services or in the
over-the-counter market; or
o through the writing of options.
These transactions may include block transactions or crosses. Crosses are
transactions in which the same broker acts as an agent on both sides of the
trade.
In connection with sales of the shares of common stock or otherwise, the
selling stockholder may enter into hedging transactions with broker-dealers.
These broker-dealers may in turn engage in short sales of the shares of common
stock in the course of hedging their positions. The selling stockholder may also
sell the shares of common stock short and deliver the shares of common stock to
close out short positions, or loan or pledge the shares of common stock to
broker-dealers that in turn may sell the shares of common stock.
The prices at which the common stock is sold by the selling stockholder
will be determined by the selling stockholder or by agreement between the
selling stockholder and underwriters, brokers or dealers who may receive fees or
commissions in connection with the sale. The aggregate proceeds to the selling
stockholder from the sale of the common stock offered through this prospectus
will be the purchase price of the shares of common stock less discounts and
commissions, if any. Vishay will not receive any of the proceeds from the sale
of the common stock by the selling stockholder through this prospectus. Vishay
will bear all expenses in connection with the registration and sale the shares
of common stock covered by this prospectus, other than underwriting discounts
and selling commissions.
-23-
In addition to sales through this prospectus, the selling stockholder may
transfer the shares of common stock to the beneficiaries of the Estate. Also,
any of the shares of common stock owned by the selling stockholder and covered
by this prospectus may be sold under Rule 144 or Rule 144A rather than pursuant
to this prospectus if permitted under the Securities Act and the rules and
regulation under the Securities Act.
The selling stockholder and any broker and any broker-dealers, agents or
underwriters that participate with the selling stockholder in the distribution
of the shares of common stock may be deemed to be "underwriters" within the
meaning of the Securities Act. Any commissions received by these broker-dealers,
agents or underwriters and any profit on the resale of the shares of common
stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. In addition, any profits realized by the
selling stockholder may be deemed to be underwriting commissions.
The selling stockholder and any other person participating in such
distribution will be subject to the Exchange Act. The Exchange Act rules
include, without limitation, Regulation M, which may limit the timing of
purchases and sales of any of the shares of common stock by the selling
stockholder.
LEGAL MATTERS
Certain legal matters regarding the securities have been passed upon for
Vishay by Kramer Levin Naftalis & Frankel LLP, New York, New York.
EXPERTS
The consolidated financial statements of Vishay Intertechnology, Inc.,
appearing in Vishay's Annual Report (Form 10-K) for the year ended December 31,
2000, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
-24-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses in connection with the issuance and distribution of
the Securities covered by this registration statement are as follows:
SEC registration fee (actual).................. $ 208,321
Printing and engraving expenses................ $ 200,000
Legal fees and expenses........................ $ 100,000
Accounting fees and expenses................... $ 50,000
Rating agencies' fees.......................... $ 650,000
Miscellaneous.................................. $ 91,679
----------
Total $1,300,000
Item 15. 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. The Vishay certificate of
incorporation further provides that no director shall have
II-1
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 16. Exhibits and Financial Statement Schedules
Exhibit No. Description
- ----------- -----------
*3.1 Composite Amended and Restated Certificate of Incorporation of
the Company dated August 3, 1995. Incorporated by reference to
Exhibit 3.1 to Form 10-Q for the quarter ended June 30, 1995.
*3.2 Certificate of Amendment of Composite Amended and Restated
Certificate of Incorporation of the Company. Incorporated by
reference to Exhibit 3.1 to Form 10-Q for the quarter ended June
30, 1997.
*3.3 Amended and Restated Bylaws of Registrant. Incorporated by
reference to Exhibit 3.2 to Registration Statement No. 33-13833
of Registrant on Form S-2 under the Securities Act of 1933 (the
"Form S-2") and Amendment No. 1 to Amended and Restated Bylaws of
Registrant Incorporated by reference to Exhibit 3.2 to Form 10-K
file number 1-7416 for fiscal year ended December 31, 1993 (the
"1993 Form 10-K").
*4.1 Form of Indenture. Incorporated by reference to Exhibit 4.1 to
Registration Statement No. 333-34178 of Registrant on Form S-3
under the Securities Act of 1933.
5.1 Opinion of Kramer Levin Naftalis & Frankel LLP
*10.1 Amended and Restated Vishay Intertechnology, Inc. $825,000,000
Long Term Revolving Credit Agreement, dated as of June 1, 1999,
by and among Vishay, Comerica Bank, Banc of America Securities
LLC, Credit Lyonnais New York Branch and the other banks
signatory thereto, and Comerica Bank, as administrative agent.
*10.2 First Amendment to Amended and Restated Vishay Intertechnology,
Inc. Long Term Revolving Credit Agreement and Other Loan
Documents, dated as of August 31, 2000, by and among Vishay,
Comerica Bank and the other banks signatory thereto, and Comerica
Bank, as administrative agent.
*10.3 Company Guaranty (Long Term), dated March 2, 1998, by Vishay
Intertechnology, Inc. to Comerica Bank, as administrative agent.
Incorporated by reference to Exhibit 10.3 to the Current Report
on Form 8-K filed on March 17, 1998.
II-2
*10.4 Domestic Guaranty (Long Term), dated March 2, 1998, by the
Guarantors signatory thereto to Comerica Bank, as administrative
agent. Incorporated by reference to Exhibit 10.4 to the Current
Report on Form 8-K filed on March 17, 1998.
*10.5 Foreign Guaranty (Long Term), dated March 2, 1998, by the
Guarantors signatory thereto to Comerica Bank, as administrative
agent. Incorporated by reference to Exhibit 10.5 to the Current
Report on Form 8-K filed on March 17, 1998.
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Ernst & Young LLP
23.2 Consent of Kramer Levin Naftalis & Frankel LLP (contained in the
opinion filed as Exhibit 5.1 hereto)
*24 Powers of Attorney
**25 Statement of Eligibility of Trustee on Form T-1
- ---------------
* Previously Filed
** To be filed by amendment.
Item 17. Undertakings
(a) The undersigned 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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the maximum aggregate
offering price may be reflected in the form of prospectus filed with
the SEC pursuant to Rule 424(b) under the Securities Act, if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) 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;
II-3
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities and Exchange Act of
1934 that are incorporated by reference in the registration statement.
2. That, for purposes of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.
II-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-3 and has duly caused this Amendment No. 1 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Malvern, State of Pennsylvania, on the
18th day of January, 2002.
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Avi D. Eden
-------------------------------------
Avi D. Eden
Vice Chairman of the Board, Executive
Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the registration statement has been signed by the following persons on
January 18, 2002 in the capacities indicated below.
Signature Title
--------- -----
/s/ * 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/ * Director, Executive Vice President,
Treasurer and Chief Financial Officer
_______________________________ (Principal Financial and Accounting
Richard N. Grubb Officer)
/s/ * Director, Senior Vice President
_______________________________
Robert A. Freece
/s/ * Director
______________________________
Eli Hurvitz
II-5
/s/ * Director, President and Chief
Operating Officer
- ------------------------------
Gerald Paul
/s/ * Director
_______________________________
Edward B. Shils
Director
_______________________________
Ziv Shoshani
/s/ * Director
________________________________
Mark I. Solomon
/s/ * Director
________________________________
Jean-Claude Tine
Director
________________________________
Marc Zandman
Director
________________________________
Ruta Zandman
*By: /s/ Avi D. Eden
--------------------------------
Avi D. Eden
Attorney-in-fact
II-6
Exhibit 5.1
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
TEL (212) 715-9100 47, Avenue Hoche
FAX (212) 715-8000 75008 Paris
France
January 7, 2002
Vishay Intertechnology, Inc.
63 Lincoln Highway
Malvern, PA 19355-2120
Re: Registration Statement on Form S-3
(Registration No. 333-52594)
----------------------------------
Ladies and Gentlemen:
We are counsel to Vishay Intertechnology, Inc., a Delaware corporation (the
"Company"). We have acted as counsel to the Company in connection with the
preparation and filing of a Registration Statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, for the purpose of registering (i) unsecured
debt securities ("Debt Securities") consisting of debentures, notes and/or other
evidences of unsecured indebtedness in one or more series to be issued from time
to time pursuant to the terms of an Indenture, the form of which is incorporated
by reference to Exhibit 4.1 to the Registration Statement No. 333-34178 of the
Company on Form S-3 filed on April 6, 2000 (the "Indenture"), (ii) shares of
common stock, par value $0.10 per share to be offered and sold from time to time
by the Company ("Company Common Stock") (the Debt Securities and Common Stock
are hereafter collectively referred to as "Company Securities"), or any
combination of the Company Securities, at an aggregate initial offering price
for all Company Securities not to exceed $945,779,624; and (iii) 2,887,134
shares of common stock, par value $0.10 per share (together with the Company
Common Stock, the "Common Stock"; and together with the Company Securities, the
"Securities") to be offered and sold from time to time by the selling
stockholder (the "Selling Stockholder") named in the prospectus which is part of
the Registration Statement.
We have made such inquiries and reviewed such documents and records as
we have deemed necessary to enable us to express an opinion on the matters
covered hereby, and we have also examined and relied upon representations,
statements or certificates of public officials and officers and representatives
of the Company and representatives of the Selling Stockholder.
Based on the foregoing, and subject to the terms of the Securities being
otherwise in compliance with then applicable law and to any required action of
the Board of Directors of the Company being taken in connection with the Company
Securities, it is our opinion that:
II-1
(i) when the Indenture is executed by the Company and the trustee
thereof and when the Debt Securities are issued in accordance with
the terms and conditions of the Indenture and as contemplated in the
Registration Statement and any amendments and prospectus supplements
thereto, the Debt Securities will be legally issued and constitute
binding obligations of the Company; and
(ii) when issued or sold as contemplated in the Registration Statement
and any amendments and prospectus supplements thereto, the Common
Stock will be legally 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 corporation laws of the State of
Delaware (including the Delaware constitution and relevant Delaware case law)
and the laws of the State of New York.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement. In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
Kramer Levin Naftalis & Frankel LLP
II-2
Exhibit 12.1
VISHAY INTERTECHNOLOGY, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
($ in thousands)
Nine Months
Ended
September Fiscal Years Ending December 31,
Earnings: 30, 2001 2000 1999 1998 1997 1996
-------- ---- ---- ---- ---- ----
Income before minority interest and income taxes $ .... 76,829 $ 690,225 $ 134,711 $ 42,646 $ 89,561 $ 70,846
Fixed charges ......................................... 17,398 33,792 61,290 57,384 22,331 20,979
Less equity in net income of affiliate ................ 0 (2,573) 2,195 1,084 1,090 318
Earnings, as adjusted ................................. $ 94,227 $ 721,444 $ 193,806 $ 98,946 $ 110,802 $ 91,507
========= ========= ========= ========= ========= =========
Fixed Charges:
Interest Expense ...................................... $ 10,564 $ 25,177 $ 53,296 $ 49,038 $ 18,819 $ 17,408
Portion of rent expense representative of
interest .............................................. 5,357 7,143 7,130 7,901 3,138 3,226
Amortization of deferred issue costs .................. 1,477 1,472 864 445 374 345
Total fixed charges ................................... $ 17,398 $ 33,792 $ 61,290 $ 57,384 $ 22,331 $ 20,979
========= ========= ========= ========= ========= =========
Ratio of earnings to fixed charges............. 5.42 21.35 3.16 1.72 4.96 4.36
========= ========= ========= ======== ======== ========
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3, No. 333-52594) and
related Prospectus of Vishay Intertechnology, Inc. for the registration of
shares of its common stock and debt securities and to the incorporation by
reference therein 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
January 16, 2002