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) August 2, 2007
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Vishay Intertechnology, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-7416 38-1686453
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
63 Lancaster Avenue
Malvern, PA 19355 19355-2143
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 610-644-1300
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(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 August 2, 2007, Vishay Intertechnology, Inc. issued a press release
announcing its financial results for the fiscal quarter and six fiscal months
ended June 30, 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 third
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. This method is also utilized
for net share settlement debt which meets the definition of "instrument C
securities" in Emerging Issues Task Force Consensus Opinion No. 90-19,
Convertible Bonds with Issuer Option to Settle for Cash upon Conversion (EITF
90-19).
The number of shares includable in the calculation of diluted EPS in respect of
conventional 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.
In June 2007, the Company's Board of Directors adopted a resolution pursuant to
which the Company intends to waive its rights to settle the principal amount of
its 3-5/8% Convertible Subordinated Notes, upon any conversion or repurchase of
the notes, in shares of Vishay common stock. Pursuant to the indenture governing
the notes, Vishay had the right to pay the conversion value or purchase price
for the notes in cash, Vishay common stock, or a combination of both.
In accordance with the resolution of its Board, in the future, if notes are
tendered for repurchase, Vishay will pay the repurchase price in cash, and if
notes are submitted for conversion, Vishay will value the shares issuable upon
conversion and will pay in cash an amount equal to the principal amount of the
converted notes and will issue shares in respect of the conversion value in
excess of the principal amount.
Vishay will now consider the notes to be "instrument C securities" as defined by
EITF 90-19. Accordingly, the notes will be included in the diluted earnings per
share computation using the "treasury stock method" (similar to options and
warrants) rather than the "if converted method" otherwise required for
convertible debt. Under the "treasury stock method," Vishay will calculate the
number of shares issuable under the terms of the notes based on the average
market price of Vishay common stock during the period, and include that number
in the total diluted shares figure for the period.
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 third 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 third quarter of 2007:
o The Company has approximately 187 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 convertible
at a conversion price of $21.28 per $1,000 principal amount,
equivalent to 46.9925 shares per $1,000 principal amount. There are
500,000 bonds outstanding. The number of shares of common stock that
Vishay will include in its diluted earnings per share computation,
assuming an average market price for Vishay common stock in excess of
the conversion price, will be determined in accordance with the
following formula:
S = 500,000 * [(P - $21.28) * 46.9925] / P
where
S = the number of shares to be included in diluted EPS, and
P = the average market price of Vishay common stock for the quarter.
If the average market price is less than $21.28, no shares will be
included in the diluted earnings per share computation.
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.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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99 Press release dated August 2, 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: August 2, 2007
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Richard N. Grubb
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Name: Richard N. Grubb
Title: Executive Vice President and
Chief Financial Officer