Filed Pursuant to Rule 424(b)(3)
Registration No. 333-110259
PROSPECTUS SUPPLEMENT NO. 9
TO PROSPECTUS DATED MARCH 4, 2004
$500,000,000 Principal Amount of
3 5/8% Convertible Subordinated Notes Due 2023
and
Shares of Common Stock Issuable Upon Conversion of the Notes
______________
This prospectus supplement relates to the resale by the selling
securityholders (including their transferees, pledgees or donees or their
successors) of up to $500 million aggregate principal amount of 3 5/8%
Convertible Subordinated Notes due 2023 issued by Vishay Intertechnology,
Inc. and the shares of common stock issuable upon conversion of the notes.
This prospectus supplement should be read in conjunction with the
prospectus dated March 4, 2004, as supplemented, which is to be delivered
with this prospectus supplement, and this prospectus supplement is qualified
by reference to the prospectus, except to the extent that the information in
this prospectus supplement supercedes the information contained in the
prospectus. This prospectus supplement is not complete without, and may not
be delivered or utilized except in connection with, the prospectus, including
any amendments or supplements to it.
Investing in the notes or the common stock offered by the prospectus
involves risks that are described in the "Risk Factors" section beginning on
page 7 of the prospectus.
______________
Neither the Securities and Exchange Commission, any state securities
commission nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus supplement is truthful or
complete. Any representation to the contrary is a criminal offense.
______________
The date of this prospectus supplement is December 28, 2004.
The information in the table appearing under the heading "Selling
Securityholders" beginning on page 54 of the prospectus, as supplemented, is
amended by adding the information below with respect to persons not
previously listed in the prospectus, and by superceding the information below
with respect to persons previously listed in the prospectus.
The following table sets forth certain information as of the date
noted, concerning the principal amount of notes beneficially owned by each
selling securityholder and the number of shares of common stock that may be
offered from time to time by each selling securityholder under this
prospectus. The information is based on information provided by or on behalf
of the selling securityholders. The number of shares of common stock issuable
upon conversion of the notes shown in the table below assumes conversion of
the full amount of notes held by each holder at an initial conversion price
of $21.28 per share. This conversion price is subject to adjustments in
certain circumstances. Because the selling securityholders may offer all or
some portion of the notes or the common stock issuable upon conversion of the
notes, we have assumed for purposes of the table below that the selling
securityholders will sell all of the notes or convert all of the notes and
sell all of the common stock issuable upon conversion of the notes offered by
the prospectus. The selling securityholders identified below may have sold,
transferred or otherwise disposed of all or a portion of their notes since
the date on which they provided the information regarding their notes in
transactions exempt from the registration requirements of the Securities Act.
Information about the selling securityholders may change over time. Any
changed information furnished to us by the selling securityholders will be
set forth in prospectus supplements to the extent required.
Other Shares of
Common Stock
Shares of Beneficially
Aggregate Common Stock Owned Before
Principal Issuable the Offering
Amount of Notes Upon and Assumed to
Beneficially Conversion be Owned
Owned and of the Following the
Name* Offered Notes** Offering ***
-------------------------- --------------- ------------ ---------------
Advent Convertible Master
(Cayman) L.P. (1) 21,399,000 1,005,592 0
Alpha US Sub Fund 4 LLC (2) 818,000 38,439 0
HFR Arbitrage Fund (3) 1,371,000 64,426 0
Lyxor (4) 2,084,000 97,932 0
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* Other selling securityholders may be identified at a later date.
Certain selling securityholders are, or are affiliates of, registered
broker-dealers. These selling securityholders have represented that they
acquired their securities in the ordinary course of business and, at the time of
the acquisition of the securities, had no agreements or understandings, directly
or indirectly, with any person to distribute the securities. Each selling
securityholder that is a registered broker-dealer is an "underwriter" within the
meaning of the Securities Act of 1933.
** Assumes conversion of all of the holder's notes at a conversion rate of
46.9925 shares of common stock per $1,000 principal amount at maturity of the
notes. This conversion rate is subject to adjustment as described under
"Description of Notes--Conversion Rights." As a result, the number of shares of
common stock issuable upon conversion of the notes may change in the future.
Excludes any additional shares of common stock that may be
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issued by us upon the repurchase of the notes and fractional shares. Holders
will receive a cash adjustment for any fractional share amount resulting from
conversion of the notes, as described under "Description of Notes--Conversion
Rights" in the prospectus.
*** Based on the outstanding shares of Vishay as of December 27, 2004, none of
the selling securityholders would beneficially own in excess of 1% of the
outstanding shares following the sale of securities in the offering.
(1) Advent Capital Management LLC acts as the investment manager for Advent
Convertible Master (Cayman) L.P. with respect to the securities indicated in
the table and as such has voting and dispositive power over the securities
held by the fund. Paul Latronica is the portfolio manager for the fund on
behalf of Advent Capital. Mr. Latronica and Advent Capital disclaim
beneficial ownership of the securities held by the fund. The information set
forth in the table relating to Advent Convertible Master (Cayman) L.P. is as
of December 14, 2004.
(2) Advent Capital Management LLC acts as the investment manager for Alpha
US Sub Fund 4 LLC with respect to the securities indicated in the table and
as such has voting and dispositive power over the securities held by the
fund. Paul Latronica is the portfolio manager for the fund on behalf of
Advent Capital. Mr. Latronica and Advent Capital disclaim beneficial
ownership of the securities held by the fund. The information set forth in
the table relating to Alpha US Sub Fund 4 LLC is as of December 14, 2004.
(3) Advent Capital Management LLC acts as the investment manager for HFR
Arbitrage Fund with respect to the securities indicated in the table and as
such has voting and dispositive power over the securities held by the fund.
Paul Latronica is the portfolio manager for the fund on behalf of Advent
Capital. Mr. Latronica and Advent Capital disclaim beneficial ownership of
the securities held by the fund. The information set forth in the table
relating to HFR Arbitrage Fund is as of December 14, 2004.
(4) Advent Capital Management LLC acts as the investment manager for Lyxor
with respect to the securities indicated in the table and as such has voting
and dispositive power over the securities held by Lyxor. Paul Latronica is
the portfolio manager for Lyxor on behalf of Advent Capital. Mr. Latronica
and Advent Capital disclaim beneficial ownership of the securities held by
Lyxor. The information set forth in the table relating to Lyxor is as of
December 14, 2004.
Except as a selling securityholder, no selling securityholder listed in
the above table has had any material relationship with us or any of our
affiliates within the past three years.
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