As filed with the Securities and Exchange Commission on May 31, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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 3670 38-1686453
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification Number)
incorporation or Classification Code
organization) Number)
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Avi D. Eden
Vishay Intertechnology, Inc.
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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Copy to:
Scott S. Rosenblum, Esq.
Abbe L. Dienstag, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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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.
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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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CALCULATION OF REGISTRATION FEE
Proposed
Title of each class Maximum
of Amount to Offering Aggregate Amount of
securities to be be Registered Price Offering Registration
registered (1) Per Unit Price (2) Fee (3)
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Common Stock, par Not
value $0.10 per 6,191,166 Applicable $ 152,797,977 $ 14,057
share.............
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(1) Represents the maximum number of shares of Registrant's common stock
issuable upon conversion of $171.0 million principal amount of convertible
subordinated notes due 2006 issued pursuant to the indenture dated December
14, 1999 between General Semiconductor, Inc., a wholly-owned subsidiary of
Registrant (as of November 2, 2001), and The Bank of New York, as trustee.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, based upon the
product of (i) 6,191,166, the maximum number of shares of Registrant's
common stock issuable upon conversion of the General Semiconductor
convertible notes, and (ii) $24.68, the average of the high and low prices
of Registrant's common stock on the New York Stock Exchange on May 30,
2002.
(3) 0.0092% of the Proposed Maximum Aggregate Offering Price. A fee in the
amount of $35,082 was previously paid by Registrant in respect of the
shares being registered hereby in connection with Registrant's registration
statement on Form S-4 (File Number 333-69004). That registration statement
registered, inter alia, 6,191,166 shares of Registrant's common stock
issuable in connection with the Registrant's acquisition of General
Semiconductor, in respect of the General Semiconductor common stock
issuable upon conversion of the General Semiconductor convertible notes,
assuming that the entire principal amount of the notes was converted prior
to the acquisition. This fee was applied to the Registrant's registration
statement on Form S-3 (File Number 333-72502), in respect of the shares
being registered hereby, which was subsequently withdrawn by the Registrant
on May 23, 2002. This registration statement relates to the same shares.
Accordingly, no fee is being paid with this filing.
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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 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Preliminary Prospectus, Subject to Completion, dated May 31, 2002
6,191,166 Shares
(Vishay logo)
Vishay Intertechnology, Inc.
Common Stock
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Vishay is offering its shares of common stock upon conversion of $171.0
million principal amount of 5.75% convertible subordinated notes due 2006 of
General Semiconductor, Inc. In connection with the acquisition by Vishay of
General Semiconductor, consummated on November 2, 2001, each outstanding share
of General Semiconductor common stock was exchanged for 0.563 of a share of
Vishay common stock. Following the merger, each $1,000 principal amount of the
convertible notes became convertible into 36.2058 shares of Vishay common stock
corresponding to a conversion price of $27.62 per share. The conversion ratio
and conversion price are subject to adjustment in certain circumstances.
The shares of common stock trade on the New York Stock Exchange under the
symbol "VSH". On May 30, 2002, the last sale price of the shares as reported on
the New York Stock Exchange was $24.97 per share.
Investing in the common stock involves risks that are described in the
"Risk Factors" section beginning on page 4 of this prospectus.
Vishay will not receive any cash proceeds from the issuance of shares of
common stock upon conversion of the General Semiconductor convertible notes.
Neither the Securities and Exchange Commission, any state securities
commission nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is ____________, 2002.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
You should rely only on the information contained or incorporated by
reference in this prospectus. Vishay 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.
TABLE OF CONTENTS
Where You Can Find More Information..........................................1
Forward Looking Information..................................................1
About Vishay.................................................................3
Risk Factors.................................................................4
Use of Proceeds..............................................................8
Description of Capital Stock.................................................8
Conversion of the Notes......................................................9
Certain United States Federal Tax Consequences..............................13
Plan of Distribution........................................................14
Legal Matters...............................................................14
Experts.....................................................................14
i
WHERE YOU CAN FIND MORE INFORMATION
Vishay files annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any public offering
document Vishay files 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.
Vishay is "incorporating by reference" into this prospectus certain
information that Vishay files with the SEC. This means that Vishay is 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 Vishay files 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. Vishay incorporates 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 Vishay common
stock made under this prospectus:
o Annual Report on Form 10-K for the year ended December 31, 2001;
o Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;
o Amended Current Report on Form 8-K filed on January 16, 2002;
o Current Report on Form 8-K filed on April 15, 2002;
o Registration Statement on Form 8-A filed on December 27, 1983.
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.
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
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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. Vishay does not, nor
does any other person, assume responsibility for the accuracy and completeness
of any forward-looking statements. Vishay has 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 on Form 10-K for the year ended December 31, 2001, 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; and
o the ability to achieve anticipated synergies and other cost savings
in connection with such pending and future acquisitions.
These factors and the risk factors described in this document are all of
the important factors of which we are aware that could cause actual results,
performance or achievements to differ materially from those expressed in any of
our forward-looking statements. Vishay operates 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.
2
ABOUT 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 and has plants in fourteen countries.
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.
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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
Vishay's 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 and first quarter 2002
reflect some of these industry trends. During 2001, total restructuring costs
were $62 million and during the first quarter of 2002 total restructuring costs
were $3 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.
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 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.
4
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 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 $52,000,000 on tantalum during 2001. 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 $145,000,000 for 2002 and $150,000,000 annually
for 2003 through 2005. Vishay is currently in litigation concerning certain of
these commitments. 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 May 28, 2002, the price of palladium was approximately $355 per
troy ounce. During 2001, Vishay 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.
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.
5
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.
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, 2001, 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.
6
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, Malaysia, 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 14 countries around the world outside the United
States, and approximately 59% of Vishay's revenues during 2001 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.
Risk factors 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 controls
approximately 48.9% of Vishay's outstanding voting power. As a result, this
holder of Class B common stock can effectively 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 stockholder 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.
7
USE OF PROCEEDS
Vishay will not receive any cash proceeds from the issuance of the common
stock issuable upon conversion of the notes.
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 $0.10 per share
and 40,000,000 shares of Class B common stock, par value $0.10 per share. At May
21, 2002, there were 144,255,127 shares of common stock and 15,383,663 shares of
Class B common stock outstanding. No shares of preferred stock have been issued.
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.
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 New York Stock Exchange. 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 convertible notes 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.
8
CONVERSION OF THE NOTES
General
Vishay is offering its shares of common stock upon conversion of $171.0
million principal amount of 5.75% convertible subordinated notes due 2006 of
General Semiconductor. By their original terms, these notes were convertible
into shares of common stock of General Semiconductor at a conversion rate of
64.3087 shares of General Semiconductor for each $1,000 principal amount of
notes. The notes are governed by an indenture, dated December 14, 1999, as
amended, between General Semiconductor and The Bank of New York, as trustee.
Vishay acquired General Semiconductor on November 2, 2001 pursuant to a
merger agreement under which General Semiconductor merged with a subsidiary of
Vishay and became a wholly-owned Vishay subsidiary. In the merger, each
outstanding share of General Semiconductor common stock was exchanged for 0.563
of a share of Vishay common stock.
Under the terms of the indenture governing the notes, upon completion of
the merger, the notes became convertible into shares of Vishay common stock at a
conversion rate of 36.2058 shares of Vishay common stock for each $1,000
principal amount of notes. Vishay and General Semiconductor executed a
supplemental indenture, dated as of the merger date, reflecting the
convertibility of the notes following the merger into shares of Vishay.
Terms of Conversion
The following discussion summarizes certain provisions of the indenture,
as amended, governing the notes, relating to the conversion rights of the
holders of notes. This discussion is only a summary. Noteholders must refer to
the indenture itself and the supplemental indenture for the definitive terms of
the notes relating to conversion and all other terms of the notes. The full text
of the indenture and the supplemental indenture are incorporated by reference
into the registration statement of which this prospectus forms a part.
General. Each holder of General Semiconductor notes has the right, at any
time prior to the close of business on December 15, 2006, the stated maturity
date of the notes, unless previously redeemed or repurchased, at the holder's
option, to convert any portion of the principal amount thereof that is $1,000 or
an integral multiple of such amount into shares of Vishay common stock at the
conversion price of $27.62 per share of common stock, subject to adjustment as
described below. The corresponding conversion ratio is 36.2058 shares of Vishay
common stock per $1,000 principal amount of notes. Under circumstances described
in the indenture, notes may be called for redemption by General Semiconductor or
may be delivered to General Semiconductor for repurchase. The right to convert a
note called for redemption or delivered for repurchase and not withdrawn will
terminate at the close of business on two business days immediately prior to the
redemption date or repurchase date, as applicable, for such note, unless General
Semiconductor subsequently fails to pay the applicable redemption price or
repurchase price, as the case may be.
Conversion Procedures. In order to exercise conversion of a note or notes,
a General Semiconductor noteholder must surrender the note or notes to General
Semiconductor at any time during usual business hours at its office or agency
maintained for the purpose as provided in the indenture, accompanied by a fully
executed written notice, in substantially the form and manner set forth on the
reverse of the note, that the holder elects to convert the note or a stated
portion thereof constituting a multiple of $1,000 principal amount.
9
If any notes are converted during the period after any record date but
before the next interest payment date, interest on such notes will be paid on
the next interest payment date, notwithstanding such conversion, to the holder
of record on the record date of those notes. Any notes that are delivered to
General Semiconductor for conversion after any record date but before the next
interest payment date must, except as described in the next sentence, be
accompanied by a payment equal to the interest payable on such interest payment
date on the principal amount of notes being converted. General Semiconductor
will not require the payment to it described in the preceding sentence if,
during that period between a record date and the next interest payment date, a
conversion occurs on or after the date that General Semiconductor has issued a
redemption notice and prior to the date of redemption. If any notes are
converted after an interest payment date but on or before the next record date,
no interest will be paid on those notes. No fractional shares will be issued
upon conversion, but a cash adjustment will be made for any fractional share.
The notice of conversion must state the name or names and address in which
the certificate or certificates for shares of Vishay common stock shall be
issued. Notes surrendered for conversion must, if reasonably required by General
Semiconductor or the trustee, be duly endorsed by, or be accompanied by a
written instrument or instruments of transfer in form satisfactory to General
Semiconductor duly executed by the holder or his attorney, duly authorized in
writing, with appropriate signature guarantee.
As promptly as practicable after the receipt of such notice and the
surrender of the note, General Semiconductor will, subject to the provisions of
the indenture, cause to be issued and delivered at such office or agency to the
holder, or on his written order, a certificate or certificates for the number of
full shares of Vishay common stock issuable on conversion of notes in accordance
with the provisions of the indenture and cash, as provided in the indenture, in
respect of any fraction of a share of Vishay common stock otherwise issuable
upon such conversion.
In the case of conversion of a portion, but less than all, of a note,
General Semiconductor will as promptly as practicable execute, and the trustee
will thereafter authenticate and deliver to the holder thereof, at General
Semiconductor's expense, a note or notes in the aggregate principal amount of
the unconverted portion of the note surrendered. Except as otherwise expressly
provided in the indenture, no payment or adjustment shall be made for interest
accrued on any note or portion thereof converted or for dividends or
distributions on any Vishay common stock issued upon conversion of any note.
General Semiconductor notes held, directly or indirectly, by or through
participants in the Depository Trust Company are convertible in accordance with
the customary procedures of the Depository Trust Company.
Conversion Adjustment. The conversion price is subject to adjustment
in certain events, including:
o any payment of a dividend or other distribution, payable in common
stock on any class of Capital Stock of Vishay;
o any issuance to all or substantially all holders of Vishay common
stock of rights, options or warrants entitling them to subscribe for
or purchase common stock at less than the then current market price
of Vishay common stock, determined in accordance with the indenture;
provided, however, that if such rights, options or warrants are only
exercisable upon the occurrence of certain triggering events, then
the conversion price will not be adjusted until such triggering
events occur;
o certain subdivisions, combinations or reclassifications of Vishay's
common stock;
10
o any distribution to all or substantially all holders of Vishay
common stock of evidences of indebtedness, shares of Capital Stock
(other than common stock), cash or other assets (including
securities, but excluding those dividends, rights, options, warrants
and distributions referred to above and distributions in connection
with the liquidation, dissolution or winding up of Vishay and
excluding dividends and distributions paid exclusively in cash and
in mergers and consolidations to which the penultimate paragraph of
this section applies);
o any distribution consisting exclusively of cash (excluding any cash
portion of distributions referred to above, or cash distributed upon
a merger or consolidation to which the penultimate paragraph of this
section applies) to all or substantially all holders of Vishay
common stock in an aggregate amount that, combined together with (A)
all other such all-cash distributions made within the then preceding
12 months in respect of which no adjustments have been made and (B)
any cash and the fair market value of other consideration paid or
payable in respect of any tender offer by Vishay or any of its
Subsidiaries for Vishay common stock concluded within the preceding
12 months in respect of which no adjustment has been made, exceeds
15.0% of Vishay's market capitalization (defined as being the
product of the then current market price of Vishay common stock
multiplied by the number of shares of Vishay common stock then
outstanding) on the record date of such distribution; and
o the completion of a tender offer made by Vishay or any of its
Subsidiaries for Vishay common stock to the extent that the
aggregate consideration, together with (A) any cash and other
consideration payable in a tender offer by Vishay or any of its
Subsidiaries for Vishay common stock expiring within the 12 months
preceding the expiration of such tender offer in respect of which no
adjustment has been made and (B) the aggregate amount of any such
all-cash distributions referred to above to all holders of Vishay
common stock within the 12 months preceding the expiration of such
tender offer in respect of which no adjustments have been made,
exceeds 15.0% of Vishay's market capitalization on the expiration of
such tender offer.
In the event of a distribution to all or substantially all of the holders
of Vishay common stock of rights, warrants or options to subscribe for or
purchase any securities (other than those referred to above), General
Semiconductor may, instead of making an adjustment in the conversion price,
provide that each holder of a note, who converts the note after the record date
for such distribution and prior to the expiration of such rights, shall be
entitled to receive upon such conversion of the note, in addition to shares of
common stock, an appropriate number of such rights, warrants or options. No
adjustment of the conversion price will be required to be made until the
cumulative adjustments amount to one percent or more of the conversion price as
last adjusted; provided, however, that any adjustment that would otherwise be
required to be made shall be carried forward and taken into account in a
subsequent adjustment. No adjustment of the conversion price will result in zero
or in a negative number or will reduce the conversion price below the then par
value of the Vishay common stock (in which case the conversion price would be
reduced to such par value), unless the Vishay common stock has no par value at
such time (in which case the conversion price would be reduced to $0.10 per
share).
General Semiconductor, from time to time and to the extent permitted by
law, may reduce the conversion price by any amount for any period of at least 20
business days, in which case General Semiconductor shall give at least 15 days
notice of such reduction to the trustee for the notes and the holders, if the
board of directors has made a determination that such reduction would be in the
best interests of General Semiconductor, which determination shall be
conclusive. General Semiconductor may, at its option, make such reductions in
the conversion price, in addition to those set forth above, as the board of
directors deems advisable to avoid or diminish any income tax to holders of
common stock resulting from any dividend or distribution of stock (or rights to
acquire stock) or from any event treated
11
as such for United States Federal income tax purposes. See "Certain United
States Federal Tax Consequences" beginning on page 13.
In case of any reclassification or change of outstanding shares of common
stock issuable upon conversion of the notes (other than certain changes in par
value) or consolidation or merger of Vishay with or into another Person or any
consolidation or merger of another Person with or into Vishay (with certain
exceptions), or in case of any sale, transfer or conveyance of all or
substantially all of the assets of Vishay, each note then outstanding will,
without the consent of any holder of notes, become convertible only into the
kind and amount of securities, cash and other property receivable upon such
reclassification, change, consolidation, merger, sale, transfer or conveyance by
a holder of the number of shares of common stock into which such note was
convertible immediately prior thereto after giving effect to any adjustment
required to be made as set forth above; provided that if the kind or amount of
securities, cash and other property is not the same for each share of Vishay
common stock held immediately prior to such reclassification, change,
consolidation, merger, sale, transfer or conveyance, any holder who fails to
exercise any right of election shall receive per share the kind and amount of
securities, cash or other property received per share by a plurality of such
shares.
For purposes of the above discussion:
"Capital Stock" means, with respect to any Person, any and all shares,
interests, rights to purchase (other than convertible or exchangeable
indebtedness), warrants, options, participation or other equivalents of or
interests (however designated) in stock issued by that Person;
"Person" or "person" means any corporation, individual, limited liability
company, joint stock company, joint venture, partnership, unincorporated
association, governmental regulatory entity, country, state or political
subdivision thereof, trust, municipality or other entity; and
"Subsidiary" with respect to any Person, means
(1) a corporation a majority of whose Capital Stock with voting power
normally entitled to vote in the election of directors is at the
time, directly or indirectly, owned by such Person, by such Person
and one or more Subsidiaries of such Person or by one or more
Subsidiaries of such Person,
(2) a partnership in which such Person or a Subsidiary of such Person
is, at the time, a general partner and owns alone or together with
one or more Subsidiaries of such Person a majority of the
partnership interests, or
(3) any other Person (other than a corporation) in which such Person,
one or more Subsidiaries of such Person or such Person and one or
more Subsidiaries of such Person, directly or indirectly, at the
date of determination thereof, has at least a majority ownership
interest.
12
CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
The following is a summary of certain U.S. federal income tax consequences
to U.S. holders of the notes relating to conversion of the notes into common
stock. The following discussion is not intended as and does not purport to be a
complete analysis of all the potential U.S. federal income or other tax
considerations which may be relevant to certain investors in light of their
particular investment or other circumstances, including persons who are not U.S.
holders. In addition, we do not discuss any U.S. state or local income or
foreign income or other tax consequences relating to conversion. This summary is
based upon the provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), applicable existing and proposed Treasury regulations, current
administrative rulings and practice and judicial authority, all as in effect as
of the date of this prospectus and all of which are subject to change or
differing interpretation, possibly with retroactive effect. The discussion below
deals only with notes held as capital assets (generally, held for investment)
and does not address holders of notes that may be subject to special rules,
including, without limitation, certain U.S. expatriates, financial institutions,
insurance companies, tax-exempt entities, dealers in securities or currencies,
traders in securities that elect mark-to-market accounting treatment, regulated
investment companies, persons subject to the alternative minimum tax provisions
of the Code and persons who hold the notes as part of a straddle, hedge,
conversion or other integrated transaction. We have not sought any ruling from
the Internal Revenue Service ("IRS") or an opinion of counsel with respect to
the statements made and the conclusions reached in the following summary, and
there can be no assurance that the IRS or a court will agree with our statements
and conclusions. You should consult your own tax advisor regarding the
particular U.S. federal, state and local and foreign income and other tax
consequences of converting the notes into common stock and of owning and
disposing of the common stock that may be applicable to you.
Certain Federal Income Tax Consequences to U.S. Holders
For purposes of the following discussion, a "U.S. holder" means a
beneficial owner of a note that is, for U.S. federal income tax purposes,
(1) a citizen or individual resident of the United States,
(2) a corporation or partnership (other than a partnership that is not
treated as a U.S. person under any applicable U.S. Treasury
regulations) created or organized in or under the laws of the United
States or of any political subdivision thereof,
(3) an estate the income of which is subject to U.S. federal income
taxation regardless of its source, or
(4) a trust (i) if, in general, the trust is subject to the supervision
of a court within the United States and the control of one or more
United States persons as described in section 7701(a)(30) of the
Code or (ii) that has a valid election in effect under applicable
U.S. Treasury regulations to be treated as a U.S. person.
Conversion of the Notes. A U.S. holder generally will recognize gain or
loss upon conversion of notes into common stock equal to the difference between
(i) the fair market value of the common stock and cash in lieu of fractional
shares received upon the conversion and (ii) the U.S. holder's adjusted tax
basis in the notes. Except with respect to accrued market discount on the notes,
if any, such gain or loss will be capital gain or loss, and will be long-term
capital gain or loss if the U.S. holder's holding period is more than one year.
In general, and subject to a de minimis exception, the market discount on a note
generally will equal the amount, if any, by which the stated redemption price at
maturity of the note (which is its stated principal amount) exceeds the holder's
adjusted tax basis in the note when purchased.
13
Subject to a limited exception, these provisions generally require a U.S. holder
who acquires a note at a market discount to treat as ordinary income any gain
recognized on the disposition of that note to the extent of the accrued market
discount on that note at the time of disposition, unless the U.S. holder elects
to include accrued market discount in income over the life of the note. In
general, market discount will be treated as accruing on a straight-line basis
over the remaining term of the note at the time of acquisition, or, at the
election of the U.S. holder, under a constant yield method.
Generally, a holder's tax basis in the common stock received in the
conversion will be the fair market value of such stock, and the holding period
of such stock will begin on the day following the date of conversion.
Adjustment of Conversion Price. The conversion price of the notes may
adjust under certain circumstances. Section 305 of the Code treats certain
actual or constructive distributions of stock with respect to stock or
convertible securities as a distribution taxable as a dividend (to the extent of
the issuer's current and accumulated earnings and profits). Under applicable
Treasury regulations, an adjustment to the conversion price of the notes may,
under certain circumstances, be treated as a constructive dividend under these
rules to the extent it increases the proportional interest of a U.S. holder of a
note in our fully diluted common stock, whether or not the holder ever converts
the note into Vishay common stock. Generally, a holder's tax basis in a note
will be increased by the amount of any constructive dividend. Similarly, a
failure to adjust the conversion price of the notes to reflect a stock dividend
or similar event could in some circumstances give rise to constructive dividend
income to holders of our common stock.
PLAN OF DISTRIBUTION
The shares of common stock that we are offering in this prospectus will be
issued solely upon conversion of the General Semiconductor convertible notes.
See "Conversion of the Notes" beginning on page 9 for a discussion of the
conversion terms and procedures.
LEGAL MATTERS
Certain legal matters regarding the common stock issuable upon conversion
of the General Semiconductor notes are being 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,
2001, 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.
14
PART II
Information Not Required In The Prospectus
Item 14. Other Expenses Of Issuance And Distribution
The Registrant is paying all of the expenses related to this offering. The
following table sets forth the approximate amount of fees and expenses payable
by the Registrant in connection with this Registration Statement and the
distribution of the shares of common stock registered hereby.
SEC registration fee $ 31,602
Legal fees and expenses 20,000
Accounting fees and expenses 10,000
Printing and engraving expenses 20,000
Miscellaneous 18,398
--------
Total $100,000
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. Vishay's certificate of
incorporation further provides that no director shall have any personal
liability to Vishay or to its stockholders for any monetary damages for breach
of fiduciary duty, to the extent permitted under the Delaware General
Corporation Law.
II-1
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
Exhibit No. Description
----------- -----------
3.1 Composite Amended and Restated Certificate of Incorporation of
Vishay dated August 3, 1995. Incorporated by reference to Exhibit
3.1 to Vishay's Form 10-Q for the quarter ended June 30, 1995.
3.2 Certificate of Amendment of Composite Amended and Restated
Certificate of Incorporation of Vishay. Incorporated by
reference to Exhibit 3.1 to Vishay's Form 10-Q for the quarter
ended June 30, 1997.
3.3 Certificate of Amendment of the Amended and Restated Certificate
of Incorporation of Vishay. Incorporated by reference to Exhibit
3.1 to Form 8-K filed November 13, 2001.
3.4 Amended and Restated Bylaws of Vishay. Incorporated by reference
to Exhibit 3.2 to Registration Statement on Form S-2 (File
Number 33-13833) of Registrant.
3.5 Amendment No. 1 to Amended and Restated Bylaws of Vishay.
Incorporated by reference to Exhibit 3.2 to Vishay's Form 10-K
(File Number 1-7416) for the fiscal year ended December 31, 1993.
4.1 Indenture, dated as of December 14, 1999, between General
Semiconductor and The Bank of New York, as trustee. Incorporated
by reference to Exhibit 4.5 to Registration Statement on Form S-3
(File Number 333-94513) of General Semiconductor, Inc.
4.2 First Supplemental Indenture, dated as of November 2, 2001, among
General Semiconductor, Vishay and The Bank of New York, as
trustee. Incorporated by reference to Exhibit 4.3 to Form 10-K
(File Number 1-7416) for the fiscal year ended December 31, 2001.
4.3 Second Supplemental Indenture, dated as of January 8, 2002, among
General Semiconductor, Vishay and The Bank of New York, as
trustee. Incorporated by reference to Exhibit 4.4 to Form 10-K
(File Number 1-7416) for the fiscal year ended December 31, 2001.
5.1 Opinion of Kramer Levin Naftalis & Frankel LLP regarding the
legality of the shares of Vishay common stock registered
hereunder.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Kramer Levin Naftalis & Frankel LLP (included in
Exhibit 5.1).
24 Power of Attorney (included on the signature page).
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;
II-2
(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;
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 Securities
Act of 1933, as amended, and will be governed by the final adjudication of such
issue.
II-3
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Malvern, State of Pennsylvania, on the 31st day of
May, 2002.
VISHAY INTERTECHNOLOGY, INC.
By: /S/ FELIX ZANDMAN
-----------------------------
Felix Zandman
Chairman of the Board
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes
and appoints FELIX ZANDMAN and AVI D. EDEN, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this registration statement (including all pre-effective and
post-effective amendments thereto and all registration statements filed pursuant
to Rule 462(b) which incorporate this registration statement by reference), and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on May 31, 2002
in the capacities indicated below.
SIGNATURE TITLE
--------- -----
/S/ FELIX ZANDMAN Director, Chairman of the Board, and Chief
- ---------------------------- Executive Officer (Principal Executive Officer)
FELIX ZANDMAN
/S/ AVI D. EDEN Director, Vice Chairman of the Board, Executive
- ---------------------------- Vice President and General Counsel
AVI D. EDEN
/S/ ELI HURVITZ Director
- ----------------------------
ELI HURVITZ
/S/ GERALD PAUL Director, President and Chief Operating Officer
- ----------------------------
GERALD PAUL
/S/ RICHARD N. GRUBB Director, Executive Vice President, Treasurer
- --------------------------- and Chief Financial Officer (Principal Financial
RICHARD N. GRUBB and Accounting Officer)
/S/ ROBERT A. FREECE Director, Senior Vice President
- ----------------------------
ROBERT A. FREECE
/S/ DR. EDWARD B. SHILS Director
- ----------------------------
DR. EDWARD B. SHILS
/S/ ZIV SHOSHANI Director
- ----------------------------
ZIV SHOSHANI
/S/ MARK I. SOLOMON Director
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MARK I. SOLOMON
/S/ JEAN-CLAUDE TINE Director
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JEAN-CLAUDE TINE
/S/ MARC ZANDMAN Director
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MARC ZANDMAN
/S/ RUTA ZANDMAN Director
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RUTA ZANDMAN
Exhibit 5.1
May 31, 2002
Vishay Intertechnology, Inc.
63 Lincoln Highway
Malvern, PA 19355-2120
Re: Registration Statement on Form S-3
(Registration No. 333- )
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Ladies and Gentlemen:
We have acted as corporate counsel to Vishay Intertechnology, Inc.,
a Delaware corporation (the "Company"), in connection with the preparation and
filing of the above-captioned Registration Statement on Form S-3 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
issuance by the Company of up to 6,191,166 shares of common stock of the
Company, par value $0.10 per share (the "Shares"), as described in the
Registration Statement, upon conversion of $171.0 million principal amount of
5.75% convertible subordinated notes due 2006 of General Semiconductor, Inc.
("General Semiconductor"), a Delaware corporation, issued pursuant to an
indenture, dated December 14, 1999, as amended, between General Semiconductor
and The Bank of New York, as trustee (the "Indenture").
We have 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. Based on the foregoing, we are of the opinion that the Shares, when
issued in accordance with the terms and conditions of the Indenture, will be
legally issued, fully paid and non-assessable.
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
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Vishay
Intertechnology, Inc. for the registration of 6,191,166 shares of its common
stock and to the incorporation by reference therein of our report dated February
6, 2002 (except for Note 17, as to which the date is February 13, 2002), 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, 2001,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
May 31, 2002