UNITED STATES
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) April 30, 2007
--------------
Vishay Intertechnology, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-7416 38-1686453
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
63 Lancaster Avenue
Malvern, PA 19355 19355-2143
--------------------------------------------------------------------------------
(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.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 - Results of Operations and Financial Condition
On April 30, 2007, Vishay Intertechnology, Inc. issued a press release
announcing its financial results for the fiscal quarter ended March 31,
2007. A copy of the press release is furnished as Exhibit 99 to this
report.
Item 7.01 - Regulation FD Disclosure
Computational Guidance on Earnings Per Share Estimates
The Company frequently receives questions from analysts and shareholders
regarding its diluted earnings per share ("EPS") computation. The
information furnished in this Form 8-K provides additional information on
the impact of key variables on the EPS computation, particularly as they
relate to the second quarter of 2007.
Accounting principles require that EPS be computed based on the weighted
average shares outstanding ("basic"), and also assuming the issuance of
potentially issuable shares (such as those subject to stock options,
warrants, convertible notes, etc.) if those potentially issuable shares
would reduce EPS ("diluted").
The number of shares related to options, warrants, and similar instruments
included in diluted EPS is based on the "Treasury Stock Method" prescribed
in Statement of Financial Accounting Standards ("SFAS") No. 128. This
method assumes a theoretical repurchase of shares using the proceeds of the
respective stock option or warrant exercise at a price equal to the
issuer's average stock price during the related earnings period.
Accordingly, the number of shares includable in the calculation of diluted
EPS in respect of stock options, warrants and similar instruments is
dependent on this average stock price and will increase as the average
stock price increases.
The number of shares includable in the calculation of diluted EPS in
respect of convertible or exchangeable securities is based on the "If
Converted" method prescribed in SFAS No. 128. This method assumes the
conversion or exchange of these securities for shares of common stock. In
determining if convertible or exchangeable securities are dilutive, the
interest savings (net of tax) subsequent to an assumed conversion are added
back to net earnings. The shares related to a convertible or exchangeable
security are included in diluted EPS only if EPS as otherwise calculated is
greater than the interest savings, net of tax, divided by the shares
issuable upon exercise or conversion of the instrument ("incremental
earnings per share"). Accordingly, the calculation of diluted EPS for these
instruments is dependent on the level of net earnings. Each series of
convertible or exchangeable securities is considered individually and in
sequence, starting with the series having the lowest incremental earnings
per share, to determine if its effect is dilutive or anti-dilutive. Changes
in the variable interest rate on the Company's Exchangeable Notes due 2102
could change the order in which the convertible or exchangeable securities
are evaluated for dilution, and the earnings level at which the convertible
or exchangeable securities become dilutive.
The following estimates of shares consider the number of the Company's
shares currently outstanding and the Company's stock options, warrants and
convertible or exchangeable securities currently outstanding and their
exercise and conversion features currently in effect. Changes in these
parameters could have a material impact on the calculation of diluted EPS.
The following estimates of shares should be read in conjunction with the
information on earnings per share in the Company's filings on Form 10-Q and
Form 10-K. These estimates are unaudited and are not necessarily indicative
of the shares used in the diluted EPS computation for any prior period. The
estimates below are not necessarily indicative of the shares to be used in
the quarterly diluted EPS computation for any period subsequent to the
second quarter of 2007. The Company assumes no duty to revise these
estimates as a result of changes in the parameters on which they are based
or any changes in accounting principles. Also, the presentation is not
intended as a forecast of EPS values or share prices of the Company's
common stock for any period.
For the second quarter of 2007:
o The Company has approximately 185 million shares issued and
outstanding, including shares of common stock and class B common
stock.
o The number of shares included in diluted EPS related to options,
warrants, and similar instruments does not vary significantly and is
generally less than 1 million incremental shares.
o The Company's Convertible Subordinated Notes due 2023 are dilutive at
quarterly earnings levels in excess of approximately $24 million. The
Convertible Subordinated Notes are convertible into approximately 23
million shares. Quarterly interest, net of tax, is approximately $3.1
million. Accordingly, the weighted average shares used for earnings
per share computations at quarterly earnings levels greater than
approximately $24 million and less than approximately $28 million (see
below) is approximately 209 million shares, with an "if converted" net
interest savings of approximately $3.1 million.
o The Company's Exchangeable unsecured notes due 2102 are dilutive at
quarterly earnings levels in excess of approximately $28 million. The
Exchangeable unsecured notes are exchangeable for approximately 6
million shares. Quarterly interest, net of tax, is approximately $0.9
million. Accordingly, the weighted average shares used for the
earnings per share computation at quarterly earnings levels greater
than approximately $28 million, is approximately 215 million shares,
with an aggregate "if converted" net interest savings of approximately
$4.0 million.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
----------- -----------
99 Press release dated April 30, 2007
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: April 30, 2007
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Richard N. Grubb
--------------------
Name: Richard N. Grubb
Title: Executive Vice President and
Chief Financial Officer