SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
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) June 4, 2001
----------
VISHAY INTERTECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Charter)
Commission File Number 1-7416
Delaware 38-1686453
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
63 Lincoln Highway, Malvern, PA 19355-2120
(Address of Principal Executive Offices)
(Zip Code)
(610) 644-1300
(Registrant's telephone number, including area code)
Item 5 - Other Events
On June 4, 2001, Vishay Intertechnology, Inc., a Delaware corporation,
completed the private offering of a series of zero-coupon convertible
subordinated notes due 2021, known as Liquid Yield Option(TM) Notes (LYONs). The
LYONs have a yield to maturity of 3.0% (computed on a semi-annual
bond-equivalent basis), and Vishay is required to pay contingent cash interest
to the holders of LYONs under certain circumstances. The Lyons were issued at an
issue price of $551.26 per LYON (55.126% of the principal amount at maturity).
The gross proceeds from the offering were approximately $303.2 million (with an
additional $50.2 million if an over-allotment option is exercised in full). The
net proceeds from the offering were approximately $294.1 million (with an
additional $48.7 million if the over-allotment option is exercised in full). The
principal amount of the LYONs at maturity is $550 million ($641 million if the
over-allotment option is exercised in full). Vishay intends to use the proceeds
of the offering to retire existing debt and for general corporate purposes.
The LYONs are convertible into common stock of Vishay at a rate of
17.6686 shares of common stock per $1,000 principal amount at maturity of the
LYONs. Accordingly, the LYONs will be convertible into approximately 9.7 million
shares of Vishay common stock (11.3 million shares if the over-allotment option
is fully exercised). The conversion ratio is subject to adjustment in certain
circumstances. The discussion of the terms of the LYONs in this Item is
qualified by reference to the indenture governing the LYONs that is filed as an
exhibit to this report.
Vishay does not currently have sufficient authorized shares of its
common stock to fully cover the potential conversion of Vishay's class B common
stock into common stock, in addition to the potential issuance of Vishay common
stock upon any future conversion of the LYONs and the potential delivery of
Vishay common stock in exchange for shares of common stock of Siliconix
Incorporated pursuant to Vishay's pending exchange offer to Siliconix
stockholders. Accordingly, in connection with the offering of LYONs, certain
executive officers and directors of Vishay who hold an aggregate of 11,886,200
shares of of Vishay's Class B common stock have agreed not to exercise their
right to convert the Class B common stock held by them into common stock of
Vishay or effect any transfer of their Class B common stock or take any other
action that would cause the automatic conversion of such Class B common stock
into common stock of Vishay until such time as Vishay's charter is amended to
authorize sufficient additional common stock to accommodate the conversion in
full of the class B common stock. Vishay intends as soon as practicable to
commence a consent solicitation of its stockholders, in accordance with the
rules and regulations of the Securities and Exchange Commission, to increase
Vishay's authorized common stock.
Vishay has agreed, for the benefit of holders of the LYONs to file with
the SEC within 90 days after the date of the original issue of the LYONs, a
shelf registration statement covering resales of the LYONs and the shares of
Vishay common stock issuable upon conversion of the LYONs. Vishay has agreed to
use its reasonable efforts to cause the registration statement to become
effective within 180 days after the date of the original issue of the LYONs and
to keep such shelf registration statement effective until the earlier of (1) the
sale pursuant to the shelf registration statement of all the LYONs and the
shares of common
1
stock issuable upon conversion of the LYONs and (2) the expiration of the
holding period applicable to such securities held by non-affiliates of Vishay
under Rule 144(k) under the Securities Act, or any successor provision, subject
to certain permitted exceptions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
4.1 Indenture, dated as of June 4, 2001, between Vishay Intertechnology,
Inc. and the Bank of New York, as trustee, in respect of Vishay's
Liquid Yield Option (TM) Notes due 2021 (Zero Coupon--Subordinated)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 18, 2001
VISHAY INTERTECHNOLOGY, INC.
/s/ Richard N. Grubb
----------------------------------
Richard N. Grubb
Chief Financial Officer