As filed with the Securities and Registration No. 333-
Exchange Commission on May 7, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
VISHAY INTERTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-1686453
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
63 Lincoln Highway
Malvern, Pennsylvania
19355-2120
(Address of Principal Executive Offices)
---------------
1997 STOCK OPTION PROGRAM.
1998 EMPLOYEE STOCK OPTION PROGRAM
(Full Title of the Plans)
Richard N. Grubb
Chief Financial Officer
Vishay Intertechnology, Inc.
63 Lincoln Highway
Malvern, Pennsylvania 19355
(Name and Address of Agent for Service)
(610) 644-1300
(Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Mark B. Segall, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered(1) Share(2) Price Fee
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Common 2,955,000 $17.47 $51,623,850 $14,351.43
Stock (par shares
value $0.10
per share)
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(1) Plus such additional number of shares as may be required pursuant to the
employee benefit plans in the event of a stock split, stock dividend,
recapitalization, reorganization, merger, consolidation or other similar
event.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, as amended, based
upon the average of the high and low sales prices for the Common Stock
reported on the New York Stock Exchange on April 30, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference in this Registration
Statement the following documents:
(a) The Registrant's latest annual report on Form 10-K, filed pursuant
to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), containing audited financial statements for the
Registrant's latest fiscal year;
(b) The Registrant's Registration Statement on Form 8-A, filed with the
Commission on December 23, 1983, which incorporates a description of the Common
Stock, including any amendment or report filed for the purpose of updating such
description; and
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (b) above.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article NINTH of the Registrant's Restated Certificate of Incorporation
(the "Restated Certificate of Incorporation") provides that every person (and
the heirs, executors and administrators of such person) who is or was a
director, officer, employee or agent of the Registrant or of any other company,
including another corporation, partnership, joint venture, trust or other
enterprise which such person serves or served as such at the request of the
Registrant shall be indemnified by the Registrant against all judgments,
payments in settlement (whether or not approved by court), fines, penalties and
other reasonable costs and expenses (including fees and disbursements of
counsel) imposed upon or incurred by such person in connection with or resulting
from any action, suit, proceeding, investigation or claim, civil, criminal,
administrative, legislative or other (including any criminal action, suit or
proceeding in which such person enters a plea of guilty or nolo contendere or
its equivalent), or any appeal relating thereto, which is brought or threatened
either by or in the right of the Registrant or such other company (herein called
a "derivative action") or by any other person, governmental authority or
instrumentality (herein called a "third-party action") and in which such person
is made a party or is otherwise involved by reason of his being or having been
such director, officer, employee, or agent or by reason of any action or
omission, or alleged action or omission by such person in his capacity as such
director, officer employee or agent if either (a) such person is wholly
successful, on the merits or otherwise, in defending such derivative or
third-party action or (b) in the judgment of a court of competent jurisdiction
or, in the absence of such a determination, in the judgment of a majority of a
quorum of the Board of Directors of the Registrant (which quorum shall not
include any director who is a party to
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or is otherwise involved in such action) or, in the absence of such a
disinterested quorum, in the opinion of independent legal counsel (i) in the
case of a derivative action, such person acted in good faith in what he
reasonably believed to be the best interest of the Registrant and was not
adjudged liable to the Registrant or such other company or (ii) in the case of a
third-party action, such person acted in good faith in what he reasonably
believed to be the best interest of the Registrant or such other company, and in
addition in any criminal action, had no reasonable cause to believe that his
action was unlawful; provided that, in the case of a derivative action, such
indemnification shall not be made in respect of any payment to the Registrant or
such other company or any stockholder thereof in satisfaction of judgment or in
settlement unless either (x) a court of competent jurisdiction has approved such
settlement, if any, and the reimbursement of such payment or (y) if the court in
which such action has been instituted lacks jurisdiction to grant such approval
or such action is settled before the institution of judicial proceedings, in the
opinion of independent legal counsel the applicable standard of conduct
specified in the preceding sentence has been met, such action was without
substantial merit, such settlement was in the best interests of the corporation
or such other company and the reimbursement of such payment is permissible under
applicable law. In case such person is successful, on the merits or otherwise,
in defending part of such action or, in the judgment of such a court or such
quorum of the Board of Directors or in the opinion of such counsel, has met the
applicable standard of conduct specified in the preceding sentence with resect
to part of such action, he shall be indemnified by the Registrant against the
judgments, settlements, payments, fines, penalties and other costs and expenses
attributable to such part of such action.
Article NINTH of the Registrant's Restated Certificate of Incorporation
further provides that the directors may authorize the advancement of such
amounts necessary to cover the reasonable costs and expenses incurred by any
director, officer or employee in connection with the action, suit, proceeding,
investigation or claim prior to final disposition thereof to the extent
permitted under Delaware law.
The foregoing rights of indemnification and advancement of expenses
shall be in addition to any rights to which any such director, officer,
employee, or agent may otherwise be entitle under the Restated Certificate of
Incorporation, any agreement or vote of stockholders or at law or in equity or
otherwise.
No director shall have any personal liability to the Registrant or its
stockholders for any monetary damages for breach of fiduciary duty as a
director, except that Article NINTH of the Registrant's Restated Certificate of
Incorporation shall not eliminate or limit the liability of each director (i)
for any breach of such director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from which
such director derived an improper personal benefit. Article NINTH shall not
eliminate or limit the liability of such director for any act or omission
occurring prior to the date when Article NINTH becomes effective.
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 by 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.
The Registrant has obtained directors and officers liability insurance for
the benefit of its directors and certain of its officers.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
4.1 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.
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.
4.2 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 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.
5 Opinion of Kramer Levin Naftalis & Frankel LLP
regarding legality of securities being registered
(including consent).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Kramer Levin Naftalis & Frankel LLP
(included in Exhibit 5 above).
24 Power of Attorney (included on signature page).
Item 9. Undertakings.
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 to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new
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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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities 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 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, State of Pennsylvania, on this 7th day
of May, 1999.
VISHAY INTERTECHNOLOGY, INC.
By:/s/ Felix Zandman
-----------------
Name: Felix Zandman
Title: Chairman of the Board, Chief
Executive Officer and Director
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Vishay Intertechnology,
Inc., hereby severally constitute and appoint Felix Zandman and Richard N. Grubb
and each of them singly, our true and lawful attorneys, with full power to them
and each of them singly, to sign for us in our names in the capacities indicated
below, all pre-effective and post-effective amendments to this registration
statement and any other registration statement (and ant amendment thereto) filed
with the Securities and Exchange Commission with respect to the Plans listed on
the face of this registration statement and generally do all things in our names
and on our behalf in such capacities to enable Vishay Intertechnology, Inc. to
comply with the provisions of the Securities Act of 1993, as amended and all
requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on May 7, 1999
in the capacities indicated.
Signature Title(s)
--------- --------
/s/ Felix Zandman Chairman of the Board,
----------------- Chief Executive Officer and Director
Felix Zandman (Principal Executive Officer)
/s/ Richard N. Grubb Executive Vice President, Treasurer,
-------------------- Chief Financial Officer and Director
Richard N. Grubb (Principal Financial and Accounting Officer)
/s/ Avi D. Eden Vice Chairman of the Board,
--------------- Executive Vice President, General Counsel
Avi D. Eden and Director
/s/ Robert A. Freece Senior Vice President and Director
--------------------
Robert A. Freece
/s/ Eliyahu Hurvitz Director
-------------------
Eliyahu Hurvitz
/s/ Abraham Inbar Senior Vice President and Director
-----------------
Abraham Inbar
/s/ Gerald Paul President, Chief Operating Officer
--------------- and Director
Gerald Paul
/s/ Edward B. Shils Director
-------------------
Edward B. Shils
/s/ Luella B. Slaner Director
--------------------
Luella B. Slaner
/s/ Mark I. Solomon Director
-------------------
Mark I. Solomon
/s/ Jean-Claude Tine Director
--------------------
Jean-Claude Tine
EXHIBIT INDEX
Exhibit Number Description
4.1 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.
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.
4.2 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 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.
5 Opinion of Kramer Levin Naftalis & Frankel LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Kramer Levin Naftalis & Frankel LLP
(included in Exhibit 5 above).
24 Power of Attorney (included on signature page).
May 7, 1999
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, N.Y. 10022 - 3852
(212) 715 - 9100
ARTHUR H. AUFSES III MONICA C. LORD ARTHUR B. KRAMER
THOMAS D. BALLIETT RICHARD MARLIN MAURICE N. NESSEN
JAY G. BARIS THOMAS MOERS MAYER FOUNDING PARTNERS
PHILIP BENTLEY THOMAS E. MOLNER RETIRED
SAUL E. BURIAN THOMAS H. MORELAND -------
BARRY MICHAEL CASS ELLEN R. NADLER MARTIN BALSAM
NICHOLAS L. COCH GARY P. NAFTALIS JOSHUA M. BERMAN
THOMAS E. CONSTANCE MICHAEL J. NASSAU JULES BUCHWALD
JOHN E. DANIEL MICHAEL S. NELSON S. ELLIOTT COHAN
MICHAEL J. DELL JAY A. NEVELOFF RUDOLPH DE WINTER
KENNETH H. ECKSTEIN MICHAEL S. OBERMAN MEYER EISENBERG
CHARLOTTE M. FISCHMAN PAUL S. PEARLMAN SAMUEL M. EISENSTAT
DAVID S. FRANKEL SUSAN J. PENRY-WILLIAMS ARTHUR D. EMIL
MARVIN E. FRANKEL BRUCE RABB MARIA T. JONES
ALAN R. FRIEDMAN ALLAN E. REZNICK SHERWIN KAMIN
CARL FRISCHLING DONALD L. RHOADS ANDREW J. MALONEY
MARK J. HEADLEY SCOTT S. ROSENBLUM GEORGE M. MURPHY
ROBERT M. HELLER MICHELE D. ROSS MAXWELL M. RABB
GEORGE P. HOARE HOWARD J. ROTHMAN JAMES SCHREIBER
PHILIP S. KAUFMAN MARK B. SEGALL COUNSEL
PETER S. KOLEVZON JUDITH SINGER ------
KENNETH P. KOPELMAN PETER G. SMITH M. FRANCES BUCHINSKY
MICHAEL PAUL KOROTKIN HOWARD A. SOBEL JEFFREY W. DAVIS
SHARI K. KROUNER JEFFREY S. TRACHTMAN ABBE L. DIENSTAG
KEVIN B. LEBLANG NEIL R. TUCKER MARILYN FEUER
DAVID P. LEVIN JONATHAN M. WAGNER RONALD S. GREENBERG
EZRA G. LEVIN HAROLD P. WEINBERGER ROBERT T. SCHMIDT
RANDY LIPSITZ ALAN S. WILMIT HELAYNE O. STOOPACK
LARRY M. LOEB E. LISK WYCKOFF, JR. SPECIAL COUNSEL
------
FACSIMILE
(212) 715-8000
---
Writer's Direct Number
(212) 715-9100
-------------
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Vishay Intertechnology, Inc., a
Delaware corporation (the "Registrant"), in connection with the preparation and
filing of a Registration Statement on Form S-8 (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission"), with respect to
the registration under the Securities Act of 1933, as amended (the "Act"), of an
aggregate of 2,955,000 shares (the "Shares") of common stock, par value $0.10
per share (the "Common Stock"), to be issued pursuant to the Registrant's 1997
Stock Incentive Program (the "1997 Program") and 1998 Employee Stock Option
Program (the "1998 Program", and together with the 1997 Program, the
"Programs").
In connection with the registration of the Shares, we have
reviewed copies of the Registration Statement, the Programs, the Amended and
Restated Certificate of Incorporation and the Amended and Restated By-laws of
the Registrant, and such documents and records as we have deemed necessary to
enable us to express an opinion on the matters covered hereby.
We have also examined and relied upon representations,
statements, or certificates of public officials and officers and representatives
of the Registrant.
Based upon the foregoing, we are of the opinion that the Shares
covered by the Registration Statement, following the granting of the options
described in the Programs and upon delivery of such Shares and payment therefor
at the prices and in accordance with the terms stated in the Programs, will be
validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission thereunder.
We are delivering this opinion to the Registrant, and no person
other than the Registrant may rely upon it.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
---------------------------------------
Kramer Levin Naftalis & Frankel LLP
Exhibit 23
CONSENT OF ERNST & YOUNG, LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-XXXXX ) pertaining to the 1997 Stock Option Program
and 1998 Employee Stock Option Program of Vishay Intertechnology, Inc. of our
report dated February 8, 1999, (except for Note 16, as to which the date is
March 26, 1999), 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, 1998.
Ernst & Young, LLP
Philadelphia, Pennsylvania
May 7, 1999