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) November 9, 2010
Vishay Intertechnology, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-7416
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38-1686453 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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| 63 Lancaster Avenue |
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| Malvern, PA 19355
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19355-2143 |
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| (Address of principal executive offices)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On November 9, 2010, Vishay Intertechnology, Inc. (“Vishay”) issued $275,000,000 aggregate
principal amount of 2.25% Senior Convertible Debentures due 2040 (the “Debentures”) to J.P. Morgan
Securities LLC (the “Initial Purchaser”, and the issuance of such Debentures, the “Offering”).
The Debentures are governed by an Indenture, dated as of November 9, 2010 (the “Indenture”),
between Vishay and Wilmington Trust Company, as trustee, and will bear interest at a rate of 2.25%
per year payable semi-annually in arrears on November 15 and May 15 of each year, beginning May 15,
2011. In addition, beginning on November 15, 2020, the Debentures may accrue contingent interest of
up to 0.625% per annum under certain circumstances. We may also be required to pay additional
interest of up to 0.50% if we are not in compliance with certain reporting obligations to the
holders of the Debentures, and a further amount of up to 0.50% if we are not current (after a grace
period) with periodic filings with the Securities and Exchange Commission. The Debentures will
mature on November 15, 2040, unless earlier redeemed, repurchased or converted. The Debentures are
convertible into shares of Vishay common stock (“Common Stock”) at a conversion rate of 72.0331
shares of Common Stock per $1,000 principal amount of Debentures, subject to adjustment. Prior to
August 15, 2040, such conversion is subject to the satisfaction of certain conditions set forth
below. The holders of the Debentures who convert their Debentures in connection with a fundamental
change, as defined in the Indenture, may be entitled to a make-whole premium in the form of an
increase in the conversion rate.
Additionally, in the event of a fundamental change, the holders of the Debentures may require
Vishay to repurchase all or a portion of their Debentures at a purchase price equal to 100% of the
principal amount of Debentures, plus accrued and unpaid interest, if any, to, but not including,
the fundamental change repurchase date. The Debentures are redeemable at the option of Vishay at
any time after November 20, 2020 if the last reported sale price of the Common Stock is at least
150% of the conversion price of the Debentures for at least 20 trading days during any 30 trading
day period prior to the date on which Vishay provides notice of redemption. Furthermore, on or
prior to November 9, 2011, we may also redeem all or any part of the Debentures for cash, at a
premium, if certain U.S. federal tax legislation, regulations or rules are enacted or are issued.
The holders of the Debentures may also convert their Debentures on or after August 15, 2040 until
the close of business on the third scheduled trading day immediately preceding the maturity date.
The conversion rate will be subject to adjustment in some events but will not be adjusted for
accrued interest. Upon conversion, Vishay will satisfy the conversion obligation by delivering
cash, shares of Common Stock or any combination thereof, at its option. Prior to August 15, 2040,
the holders of the Debentures may convert their Debentures, under any of the following conditions:
• during any fiscal quarter commencing after the fiscal quarter ended April 2, 2011
(and only during such fiscal quarter), if the last reported sale price of Common Stock for at
least 20 trading days during the 30 consecutive trading days ending on the last trading day of
the immediately preceding fiscal quarter is greater than or equal to 130% of the applicable
conversion price on each applicable trading day;
• during the five business day period after any five consecutive trading day period in
which the trading price per $1,000 principal amount of Debenture for each day of that five
consecutive trading day period was less than 98% of the product of the last reported sale
price of Common Stock and the conversion rate on each such trading day;
• if Vishay calls any or all of the Debentures for redemption, at any time prior to the
close of business on the third scheduled trading day immediately preceding the redemption
date; or
• upon the occurrence of specified corporate events.
At the direction of its Board of Directors, Vishay intends, upon conversion, to repay the principal
amount of the Debentures in cash and settle any additional amounts in shares. At the current time,
Vishay’s credit facility does not allow for cash settlement for any portion of the debentures, but
Vishay intends to amend or otherwise revise its credit facility to allow for such net share
settlements prior to any Debentures being converted. There is no assurance, however, that Vishay
will be able to amend its credit facility, and accordingly, no assurance that Vishay will be able
to settle conversions on a net share settlement basis.
The above description of the Indenture and the Debentures is a summary only and is qualified in its
entirety by reference to the Indenture (and the Form of Debenture included therein), which is
attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The terms and conditions of the Debentures and Indenture described in Items 1.01 and 3.02 of this
Current Report on Form 8-K are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
As described in Item 1.01 of this Current Report on Form 8-K, Vishay issued $275,000,000 aggregate
principal amount of Debentures to the Initial Purchaser on November 9, 2010 in a private placement
pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”). Vishay expects to pay an estimated aggregate amount of approximately $16
million of offering expenses in connection with the transaction, including discounts and
commissions.
Vishay offered and sold the Debentures to the Initial Purchaser in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act. The Initial Purchaser is initially
offering the Debentures to “qualified institutional buyers” pursuant to an exemption from
registration provided by Rule 144A under the Securities Act. Vishay relied on this exemption from
registration based in part on representations made by the Initial Purchaser.
The Debentures and Common Stock issuable upon conversion of the Debentures have not been registered
under the Securities Act and may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.
Vishay is filing the information above under Item 3.02. However, as a result of the obligations
under the Debentures upon conversion being payable in cash as described in Item 1.01 of this
Current Report on Form 8-K, the number of shares of Common Stock issuable upon conversion of the
Debentures may constitute less than 1% of the number of Common Stock outstanding.
Item 7.01 Regulation FD Disclosure.
On November 9, 2010, Vishay issued a press release announcing the closing of the Offering of
$275,000,000 aggregate principal amount of 2.25% convertible senior debentures due in 2040. A copy
of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The information contained under
Item 7.01 in this report shall not be treated as filed for
purposes of the Securities Exchange Act of 1934, as amended.
Item 8.01. Other Events.
Under the
terms of Vishay’s credit facility, Vishay was required to apply an amount equal to 50% of
the net cash proceeds from this Offering to prepay the outstanding amount under its term loan (of
which $75 million was outstanding prior to the closing), and
once the outstanding amount was reduced to zero, to
repay the outstanding amount under its revolving loan (of which
$125 million was outstanding prior to the closing).
The repayment of the outstanding revolving loan did not reduce the lenders’ revolving credit
commitment, and the amount repaid was reborrowed. Simultaneous with the repayment of the
amounts outstanding under the credit facility, Vishay used the remaining net proceeds
from this Offering, together with new net borrowings under its revolving credit facility and cash
on hand, to repurchase approximately 21.72 million shares of Common Stock for an aggregate
purchase price of approximately $275 million.