SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 30, 2003
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VISHAY INTERTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-7416 38-1686453
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (610) 644-1300
(Former name or former address, if changed since last report.)
Item 5. Other Events
On July 31, 2003, Vishay Intertechnology, Inc. announced that it had agreed to
sell $450 million aggregate principal amount of its 3 5/8% convertible
subordinated notes due 2023, subject to standard closing conditions. The Company
granted the initial purchasers an option to purchase, within 30 days of the date
of the offering memorandum relating to the convertible subordinated notes, an
additional $50 million of the convertible subordinated notes. The Company
offered the convertible subordinated notes only to qualified institutional
buyers. Neither the convertible subordinated notes nor the shares of the
Company's common stock issuable upon conversion of the convertible subordinated
notes have been registered under the Securities Act of 1933 or any state
securities laws, and until so registered, may not be offered or sold in the
United States or any state absent registration or an applicable exemption from
registration requirements. For more information, refer to Exhibit 99.2 to this
report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description
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99.1 Press release issued by Vishay Intertechnology, Inc., dated
July 30, 2003, announcing offering of convertible
subordinated notes.
99.2 Press release issued by Vishay Intertechnology, Inc., dated
July 31, 2003, announcing pricing of convertible
subordinated notes.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Vishay Intertechnology, Inc. has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: August 1, 2003
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Avi D. Eden
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Avi D. Eden
Executive Vice President
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press release issued by Vishay Intertechnology, Inc., dated
July 30, 2003, announcing offering of convertible
subordinated notes.
99.2 Press release issued by Vishay Intertechnology, Inc., dated
July 31, 2003, announcing pricing of convertible
subordinated notes.
Exhibit 99.1
FOR IMMEDIATE RELEASE
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For further information, contact--
Richard N. Grubb, Executive Vice
President and Chief Financial Officer
or
Robert A. Freece, Senior Vice President
Vishay Intertechnology
610-644-1300
VISHAY INTERTECHNOLOGY, INC. TO OFFER
$450 MILLION OF CONVERTIBLE SUBORDINATED NOTES
MALVERN, PENNSYLVANIA - July 30, 2003--Vishay Intertechnology, Inc. (NYSE: VSH)
today announced that it intends to offer, subject to market conditions and other
factors, $450 million of convertible subordinated notes due 2023, plus up to an
additional $50 million of convertible subordinated notes due 2023 that may be
issued at the option of the initial purchasers. The notes will be subordinated
in right of payment to Vishay's senior indebtedness, will pay interest
semi-annually and will be convertible into shares of Vishay common stock,
subject to certain conditions.
If the offering is consummated, it is anticipated that Vishay will use up to
$130 million of the offering proceeds to pay down its revolving credit facility
and $176 million of the offering proceeds to fund the redemption of the
convertible notes of one of its subsidiaries. Vishay intends to use the
remaining proceeds for general corporate purposes including the retirement of
other existing debt.
The notes are expected to be redeemable at Vishay's option beginning August 1,
2010 at a redemption price equal to 100% of the principal amount plus accrued
interest, if any. Holders of the notes will have the right to require Vishay to
repurchase all or some of their notes at a purchase price equal to 100% of the
principal amount of the notes, plus accrued and unpaid interest on August 1,
2008, August 1, 2010, August 2013 and August 1, 2018. Vishay may choose to pay
the purchase price in cash or shares of Vishay common stock or any combination
of cash and Vishay common stock. Holders of the notes will also have the right
to require Vishay to repurchase all or some of their notes for cash, upon the
occurrence of certain events constituting a fundamental change.
The notes and the shares of common stock issuable upon conversion of the notes
have not been registered under the Securities Act of 1933 or any state
securities laws and may not be offered or sold absent registration under, or an
applicable exemption from, the registration requirements of the Securities Act
of 1933 and applicable state securities laws. Any offers of the notes will be
made exclusively by means of a private offering memorandum.
This press release does not constitute an offer to sell or a solicitation of an
offer to buy the notes or any shares of Vishay common stock, nor will there be
any sale of the notes in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
This press release includes forward-looking statements that involve
uncertainties relating to whether Vishay will offer the notes or consummate the
offering, the anticipated terms of the notes and the offering or the anticipated
use of the proceeds of the offering. Actual experience could differ materially
from the forward-looking statements.
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Exhibit 99.2
FOR IMMEDIATE RELEASE
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For further information, contact--
Richard N. Grubb, Executive Vice
President and Chief Financial Officer
or
Robert A. Freece, Senior Vice President
Vishay Intertechnology
610-644-1300
VISHAY INTERTECHNOLOGY, INC. PRICES
$450 MILLION OF CONVERTIBLE SUBORDINATED NOTES
MALVERN, PENNSYLVANIA - July 31, 2003--Vishay Intertechnology, Inc. (NYSE: VSH)
today announced that it had priced its offering of $450 million principal amount
of 3 5/8% convertible subordinated notes due 2023, plus up to an additional $50
million of notes that may be issued at the option of the initial purchasers. The
notes will pay interest semi-annually. Holders may convert their notes into
shares of Vishay common stock, subject to certain conditions, at a conversion
price of $21.28 per share, which is the equivalent to a conversion rate of
46.9925 shares per $1,000 principal amount of notes. The notes will be
subordinated in right of payment to all of Vishay's existing and future senior
indebtedness and will be effectively subordinated to all existing and future
liabilities of Vishay's subsidiaries.
Vishay intends to use approximately $130 million of the offering proceeds to pay
down its revolving credit facility, approximately $176.6 million of the offering
proceeds to fund the redemption of the convertible notes of one of its
subsidiaries and approximately $97.4 million to fund the purchase from one of
the initial purchasers of approximately $97.0 million accreted principal amount
of its Liquid Yield Option Notes (LYONs)TM. Vishay intends to use the remaining
proceeds for general corporate purposes.
The notes will be redeemable at Vishay's option beginning August 1, 2010 at a
redemption price equal to 100% of the principal amount plus accrued and unpaid
interest, if any. Holders of the notes will have the right to require Vishay to
repurchase all or some of their notes at a purchase price equal to 100% of the
principal amount of the notes, plus accrued and unpaid interest, if any, on
August 1, 2008, August 1, 2010, August 1, 2013 and August 1, 2018. In addition,
holders of the notes will have the right to require Vishay to repurchase all or
some of their notes upon the occurrence of certain events constituting a
fundamental change. On any required repurchase, Vishay may choose to pay the
purchase price in cash or shares of Vishay common stock or any combination of
cash and Vishay common stock.
The notes and the shares of common stock issuable upon conversion of the notes
have not been registered under the Securities Act of 1933 or any state
securities laws and may not be offered
or sold absent registration under, or an applicable exemption from, the
registration requirements of the Securities Act of 1933 and applicable state
securities laws. Any offers of the notes will be made exclusively by means of a
private offering memorandum.
This press release does not constitute an offer to sell or a solicitation of an
offer to buy the notes or any shares of Vishay common stock, nor will there be
any sale of the notes in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
This press release includes forward-looking statements that involve
uncertainties relating to whether Vishay will consummate the offering, possible
changes in terms of the notes and the offering and the anticipated use of the
proceeds of the offering. Actual experience could differ materially from the
forward-looking statements.
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