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
29, 2008
Vishay Intertechnology, Inc. |
(Exact name of registrant as specified in its charter) |
Delaware |
1-7416 |
38-1686453 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer 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 29, 2008, Vishay Intertechnology, Inc. issued a press release
announcing its financial results for the fiscal quarter ended March 29,
2008. 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 2008.
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.
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 “net share settlement debt.”
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 second quarter of 2008. 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 2008:
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.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits | |
Exhibit No. |
Description |
99 | Press release dated April 29, 2008 |
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 29, 2008 |
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VISHAY INTERTECHNOLOGY, INC. |
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By: |
/s/ Richard N. Grubb |
Name: |
Richard N. Grubb |
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Title: |
Executive Vice President and |
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Chief Financial Officer |