<PAGE> 1
As filed with the Securities and Exchange Commission on July 19, 1994
File No. 33-
========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
Vishay Intertechnology, Inc.
(Exact name of registrant as specified in its charter)
Delaware 38-1686453
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
(610) 644-1300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------------
Richard N. Grubb
Chief Financial Officer
Vishay Intertechnology, Inc.
63 Lincoln Highway
Malvern, Pennsylvania 19355
(610) 644-1300
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
--------------------
Copies of all communications to:
Scott S. Rosenblum, Esq. Avi D. Eden, Esq. Stephen H. Cooper, Esq.
Kramer, Levin, Naftalis, 335 South 16th Street Weil, Gotshal & Manges
Nessen, Kamin & Frankel Philadelphia, PA 19102 767 Fifth Avenue
919 Third Avenue (215) 735-5825 New York, NY 10153
New York, NY 10022 (212) 310-8000
(212) 715-9100
Approximate date of commencement of proposed sale to the public: As soon
as practicable, after the effectiveness of the Registration Statement.
--------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. / /
--------------------
<PAGE>
<PAGE> 2
<TABLE>
<CAPTION>
Calculation of Registration Fee
====================================================================================================
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH MAXIMUM AGGREGATE AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10
par value ....... 3,162,500 shares (2) $41.875 $132,429,687.50 $45,665.73
====================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
which, pursuant to Rule 457(c), is based on the average of the high and
low prices of the Common Stock reported on the New York Stock Exchange
on July 13, 1994.
(2) Includes 412,500 shares of Common Stock that may be sold pursuant to the
over-allotment option granted to the Underwriters.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SECTION 8(a) OF THE SECURITIES ACT OF 1933, SHALL DETERMINE.
=========================================================================
<PAGE>
<PAGE> 3
EXPLANATORY NOTE
This registration statement contains two forms of prospectus, of which
one (the "U.S. Prospectus") is to be used in connection with an offering
in the United States and Canada and the other (the "International
Prospectus") is to be used in connection with a concurrent offering outside
the United States and Canada. The U.S. Prospectus and the International
Prospectus are identical except for the front and back cover pages and
certain cross-references relating thereto. The entire form of the U.S.
Prospectus is included herein and is followed by those pages of the
International Prospectus that differ from the corresponding pages of the
U.S. Prospectus. Each of the pages of the International Prospectus included
herein is labeled "I- ." Final forms of both the U.S. Prospectus and the
International Prospectus will be filed in their entirety with the Securities
and Exchange Commission pursuant to Rule 424(b).
<PAGE>
<PAGE> 4
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
<PAGE>
<PAGE> 5
SUBJECT TO COMPLETION, DATED JULY 19, 1994 LOGO
PROSPECTUS
2,750,000 Shares
Vishay Intertechnology, Inc.
Common Stock
All of the 2,750,000 shares of Common Stock offered hereby are being
sold by the Company. Of those shares, 2,200,000 shares (the "U.S. Shares")
are being offered in the United States and Canada (the "U.S. Offering") by
the U.S. Underwriters and 550,000 shares (the "International Shares") are
being offered concurrently outside the United States and Canada (the
"International Offering") by the Managers. The public offering price and
the underwriting discounts and commissions are identical for both the U.S.
Offering and the International Offering (collectively, the "Offering").
The Common Stock is traded on the New York Stock Exchange under the
symbol VSH. On July 15, 1994, the last sale price of the Common Stock as
reported on the New York Stock Exchange Composite Tape was $42.75 per share.
See "Price Range of Common Stock and Dividend Policy."
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
==============================================================================
Underwriting
Discounts
Price to and Proceeds to
Public Commissions (1) Company (2)
- ------------------------------------------------------------------------------
Per Share................... $ $ $
- ------------------------------------------------------------------------------
Total(3).................... $ $ $
==============================================================================
(1) See "Underwriting" for indemnification arrangements with the U.S.
Underwriters and the Managers.
(2) Before deducting expenses of the Offering payable by the Company,
estimated at $ .
(3) The Company has granted the U.S. Underwriters and the Managers 30-day
options to purchase in the aggregate up to 412,500 additional shares of
Common Stock solely to cover over-allotments, if any. If the options are
exercised in full, the total Price to Public, Underwriting Discounts and
Commissions and Proceeds to Company will be $ , $ and
$ , respectively. See "Underwriting."
--------------------
The U.S. Shares are offered by the several U.S. Underwriters, subject to
prior sale, when, as and if delivered to and accepted by them and subject to
certain conditions, including the approval of certain legal matters by
counsel. The U.S. Underwriters reserve the right to withdraw, cancel or
modify the U.S. Offering and to reject orders in whole or in part. It is
expected that delivery of the U.S. Shares will be made against payment
therefor on or about , 1994, at the offices of Bear, Stearns &
Co. Inc., 245 Park Avenue, New York, New York 10167.
--------------------
Bear, Stearns & Co. Inc.
Donaldson, Lufkin & Jenrette
Securities Corporation
Lehman Brothers
Merrill Lynch & Co.
Salomon Brothers Inc
, 1994
<PAGE>
<PAGE> 6
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
Vishay Intertechnology, Inc. ("Vishay" or the "Company") is subject
to the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"), all of which may be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the
following Regional Offices of the Commission: Chicago Regional Office, Suite
1400, Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois
60661-2511; and Northeast Regional Office, 7 World Trade Center, Suite 1300,
New York, NY 10048. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549. Such material can
also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, where the Company's Common Stock is
listed.
This Prospectus constitutes part of a Registration Statement filed by
the Company with the Commission under the Securities Act of 1933, as amended
(the "Act"). This Prospectus omits certain of the information contained in
the Registration Statement in accordance with the rules and regulations of
the Commission. Reference is hereby made to the Registration Statement and
related exhibits for further information with respect to the Company and the
Common Stock. Statements contained herein concerning the provisions of any
document are not necessarily complete and, in each instance, where a copy of
such document has been filed as an exhibit to the Registration Statement or
otherwise has been filed with the Commission, reference is made to the copy
so filed. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by
reference in this Prospectus: the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993; the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1994; and the Company's Current
Report on Form 8-K dated July 19, 1994.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of this offering shall be
deemed to be incorporated by reference into this Prospectus from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
<PAGE>
<PAGE> 7
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner of Common
Stock, upon written or oral request of such person, a copy of any and all of
the documents that have been or may be incorporated by reference herein
(other than exhibits to such documents which are not specifically
incorporated by reference into such documents). Such requests should be
directed to Richard N. Grubb, Chief Financial Officer, Vishay
Intertechnology, Inc., 63 Lincoln Highway, Malvern, PA 19355, telephone
number (610) 644-1300.
<PAGE>
<PAGE> 8
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by, and should be
read in conjunction with, the more detailed information and financial
statements, including the notes thereto, which appear elsewhere or which are
incorporated by reference in this Prospectus. Certain capitalized terms used
in this section are defined elsewhere in this Prospectus. Unless otherwise
stated, the information in this Prospectus assumes that the U.S.
Underwriters' and Managers' over-allotment options will not be exercised. As
used herein, the terms "Vishay" and "Company" mean Vishay
Intertechnology, Inc. and its consolidated subsidiaries, except as the
context otherwise may require.
The Company
Vishay is a leading international manufacturer and supplier of passive
electronic components, particularly fixed resistors and capacitors, offering
one of the most comprehensive product lines of any manufacturer in the
United States or Europe. Resistors, the most common component in electronic
circuits, are used to adjust and regulate levels of voltage and current.
Capacitors perform energy storage, frequency control, timing and filtering
functions in most types of electronic equipment. Many of the Company's
products are offered as surface mount devices, a format for passive
electronic components that is being increasingly demanded by customers
because it facilitates miniaturization and reduces the cost and time
involved in circuit board assembly. Components manufactured by the Company
are used in virtually all types of electronic products, including those in
the computer, telecommunications, military/aerospace, instrument,
automotive, medical and entertainment industries.
Since early 1985, the Company has pursued a business strategy that
consists of the following principal elements: (i) expansion within the
passive electronic components industry, primarily through the acquisition of
passive components manufacturers with established positions in major
markets, reputations for product quality and reliability and product lines
with which the Company has substantial marketing and technical expertise;
(ii) reduction of selling, general and administrative expenses through the
integration or elimination of redundant sales offices and administrative
functions at acquired companies; (iii) achievement of significant production
cost savings through the transfer and expansion of manufacturing operations
to regions, such as Israel, Mexico, Portugal and the Czech Republic, where
the Company can take advantage of lower labor costs and available tax and
other government-sponsored incentives; and (iv) maintaining significant
production facilities in those regions where the Company markets the bulk of
its products in order to enhance customer service and responsiveness.
As a result of this strategy, the Company has grown during the past nine
years from a small manufacturer of precision resistors and strain gages to
one of the world's largest manufacturers and suppliers of a broad line of
passive electronic components. During this period, its revenues have
<PAGE>
<PAGE> 9
increased from $48.5 million for fiscal year 1984 to $856.3 million for the
year ended December 31, 1993, and net earnings have increased from $6.1
million to $44.1 million.
On July 18, 1994, the Company acquired all of the outstanding shares of
Vitramon, Inc. and Vitramon Limited U.K. (collectively, "Vitramon"), a
leading producer of multi-layer ceramic chip ("MLCC") capacitors with
manufacturing and sales facilities in the United States, France, Germany and
the United Kingdom. This acquisition will provide the Company with a strong
presence in the MLCC capacitor market. Together with tantalum capacitors,
MLCC capacitors, most of which are designed for surface mounting, comprise
one of the fastest growing product segments in the passive electronic
components market. The addition of MLCC capacitors to the Company's existing
product line will enable the Company to offer its customers "one-stop"
access to one of the broadest selections of passive electronic components
available from a single manufacturer. See "Recent Developments -
Acquisition of Vitramon."
The Offering
Common Stock offered:
U.S. Offering ............................. 2,200,000 shares
International Offering..................... 550,000 shares
Total.................................... 2,750,000 shares
Capital Stock to be outstanding
after the Offering:
Common Stock............................... 21,289,168 shares
Class B Common Stock....................... 3,753,711 shares
Total.................................... 25,042,879 shares
Use of proceeds ............................. The net proceeds of the Offering
will be used to prepay a portion
of the bank indebtedness
incurred to finance the Vitramon
acquisition and to reduce
revolving credit borrowings. See
"Use of Proceeds."
New York Stock Exchange Symbol .............. VSH
<PAGE>
<PAGE> 10
Summary Consolidated Financial Data
The following summary financial information should be read in
conjunction with the Company's Consolidated Financial Statements, including
the notes thereto, incorporated by reference herein, and the pro forma
condensed consolidated financial statements of the Company and Vitramon
contained herein.
<TABLE>
<CAPTION>
Three Months
Ended March 31,
Year Ended December 31, (unaudited)
------------------------------------------------------------ --------------------------
Pro Forma Pro Forma
1989 1990 1991 1992 (1) 1993 (2) 1993 (3)(4) 1993 1994 1994 (3)(4)
-------- ----- ----- -------- -------- ----------- ---- ---- -----------
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Net sales................ $415,619 $445,596 $442,283 $664,226 $856,272 $974,666 $227,500 $226,015 $260,590
Gross profit............. 124,818 132,671 124,117 156,208 193,033 234,168 49,934 50,800 62,724
Earnings before interest
and income taxes (5)... 47,486 53,282 42,460 57,034 71,518 91,302 19,184 20,291 26,600
Depreciation and
amortization........... 22,288 26,157 27,056 36,062 48,578 55,876 12,129 12,997 14,843
Earnings before cumulative
effect of accounting
change ................. 17,767 23,201 20,890 30,413 42,648 51,344 11,038 12,658 15,687
Net earnings (6) ......... 17,767 23,201 20,890 30,413 44,075 52,771 12,465 12,658 15,687
Earnings per share (6)(7):
Before cumulative effect
of accounting change... $1.18 $1.41 $1.20 $1.63 $1.91 $2.05 $.49 $.57 $.63
Net earnings............ $1.18 $1.41 $1.20 $1.63 $1.98 $2.11 $.56 $.57 $.63
Weighted average
shares outstanding (7). 15,072 18,859 17,481 20,334 22,289 25,039 22,287 22,292 25,042
</TABLE>
<TABLE>
<CAPTION>
March 31, 1994 (unaudited)
-----------------------------------------------------------
(in thousands)
Actual Pro Forma (3) Pro Forma As Adjusted (4)
----------- ------------- -------------------------
<S> <C> <C> <C>
Balance Sheet Data:
Working capital........................ $ 226,806 $ 262,754 $ 262,754
Total assets .......................... 1,003,690 1,224,521 1,224,521
Long-term debt - less current portion.. 285,475 472,175 360,800
Stockholders' equity................... 393,138 393,138 504,513
</TABLE>
- ------------
(1) Includes the results from January 1, 1992 of businesses acquired from
Sprague Technologies, Inc.
(2) Includes the results from January 1, 1993 of Roederstein GmbH.
(3) Reflects the Company's acquisition of Vitramon and the related financing
as if the same had been consummated on January 1, 1993 (for income
statement purposes) and March 31, 1994 (for balance sheet purposes).
(4) Reflects the sale by the Company of 2,750,000 shares of Common Stock and
the application of the assumed net proceeds therefrom to reduce
indebtedness.
(5) Includes restructuring costs of $6,659,000 and $3,700,000 for the years
ended December 31, 1993 and 1991, respectively, and $1,510,000 for the
three months ended March 31, 1993, relating primarily to the costs
associated with lay-offs in France and $1,044,000 in 1989 relating to
consolidation of sales offices in Germany. Earnings for the year ended
December 31, 1993 and the three months ended March 31, 1993 include
$7,221,000 and $2,000,000, respectively, of proceeds received for
business interruption insurance claims.
<PAGE>
<PAGE> 11
(6) Included in the quarter ended March 31, 1993 and the year ended December
31, 1993 is a one-time tax benefit of $1,427,000 or $0.07 per share
resulting from the adoption of FASB Statement No. 109, "Accounting for
Income Taxes."
(7) Earnings per share amounts for all periods have been adjusted to reflect
a 5% stock dividend paid on June 13, 1994. Earnings per share for each
period are based on the weighted average number of shares of Common
Stock and Class B Common Stock outstanding during the period, after
giving effect to the conversion of all outstanding 4 3/4% Convertible
Subordinated Debentures Due 2003 (the "Debentures") if such conversion
would have resulted in a dilutive effect in that period. The Debentures
were fully converted in October 1992.
THE COMPANY
Vishay is a leading international manufacturer and supplier of passive
electronic components, particularly fixed resistors and capacitors, offering
one of the most comprehensive product lines of any manufacturer of such
components in the United States or Europe. Resistors, the most common
component in electronic circuits, are used to adjust and regulate levels of
voltage and current. Capacitors perform energy storage, frequency control,
timing and filtering functions in most types of electronic equipment. Many
of the Company's products are offered as surface mount devices, a format for
passive electronic components that is being increasingly demanded by
customers because it facilitates miniaturization and reduces the cost and
time involved in circuit board assembly. Components manufactured by the
Company are used in virtually all types of electronic products, including
those in the computer, telecommunications, military/aerospace, instrument,
automotive, medical and entertainment industries.
Since early 1985, the Company has pursued a business strategy that
consists of the following principal elements: (i) expansion within the
passive electronic components industry, primarily through the acquisition of
passive components manufacturers with established positions in major
markets, reputations for product quality and reliability and product lines
with which the Company has substantial marketing and technical expertise;
(ii) reduction of selling, general and administrative expenses through the
integration or elimination of redundant sales offices and administrative
functions at acquired companies; (iii) achievement of significant production
cost savings through the transfer and expansion of manufacturing operations
to regions, such as Israel, Mexico, Portugal and the Czech Republic, where
the Company can take advantage of lower labor costs and available tax and
other government-sponsored incentives; and (iv) maintaining significant
production facilities in those regions where the Company markets the bulk of
its products in order to enhance customer service and responsiveness.
As a result of this strategy, the Company has grown during the past nine
years from a small manufacturer of precision resistors and strain gages to
one of the world's largest manufacturers and suppliers of a broad line of
passive electronic components. During this period, its revenues have
increased from $48.5 million for fiscal year 1984 to $856.3 million for the
year ended December 31, 1993, and net earnings have increased from $6.1
million to $44.1 million.
The Company's major acquisitions have included Dale Electronics, Inc.
(United States, Mexico and the United Kingdom), Draloric Electronic GmbH
(Germany and the United Kingdom), Sfernice S.A. (France), Sprague Electric
Company (United States and France) and Roederstein GmbH (Germany, Portugal
and the United States). On July 18, 1994, the Company acquired all of the
outstanding shares of Vitramon, a leading producer of MLCC capacitors with
manufacturing and sales facilities in the United States, France, Germany and
the United Kingdom. See "Recent Developments - Acquisition of Vitramon."
The Company was incorporated in Delaware in 1962 and maintains its
principal executive offices at 63 Lincoln Highway, Malvern, Pennsylvania
19355-2120 (telephone: (610) 644-1300).
<PAGE>
<PAGE> 12
RECENT DEVELOPMENTS
Acquisition of Vitramon
On July 18, 1994, the Company purchased all of the capital stock of
Vitramon from Thomas & Betts Corporation for $184,000,000 in cash. Vitramon,
a leading producer of MLCC capacitors, utilizes a unique manufacturing
process that enables it to produce components that are smaller and more
reliable. Vitramon has manufacturing facilities at two locations in the
United States as well as in France, Germany and the United Kingdom. MLCC
capacitors are generally smaller in size than other types of capacitors with
similar performance characteristics. For this reason, and because they are
generally produced as surface mount devices, MLCC capacitors comprise one of
the fastest growing product segments in the passive electronic components
market. The Company believes that the addition of Vitramon's MLCC capacitors
to its existing capacitor product line will enable it to offer its customers
"one-stop" access to one of the broadest selections of passive electronic
components available from a single manufacturer. The Company believes it
will be able to increase Vitramon's profitability by adding manufacturing
capacity in low cost areas and by realizing selling, general and
administrative savings through the integration of redundant sales offices
and administrative facilities.
For the year ended January 1, 1994 and the three months ended April 2,
1994, Vitramon reported net sales of approximately $118.4 million and $34.6
million, respectively, and net income of approximately $4.7 million and $2.0
million, respectively. During 1993, approximately 46% of Vitramon's revenues
were derived from sales in the U.S. and 49% were derived from sales in
Europe.
To finance the acquisition of Vitramon, the Company borrowed an
aggregate of $200 million from a syndicate of banks, of which $100 million
(the "Bridge Facility") is due on July 18, 1996 and the balance is due on
July 18, 2001. The Company also amended the terms of its existing bank
agreements, which resulted in the loans becoming unsecured, a reduction in
the number of financial and restrictive covenants and a decrease in interest
rates, and which will result in the release of all collateral held by the
Banks. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources."
<PAGE>
<PAGE> 13
USE OF PROCEEDS
The net proceeds of the Offering (estimated to be $111,375,000) will be
used to fund the prepayment of the Bridge Facility, including accrued
interest thereon. The Bridge Facility matures on July 18, 1996 and bears
interest at a variable rate (5.5% per annum at July 18, 1994) based on the
prime rate or, at the Company's option, LIBOR. The remaining net proceeds
will be used to reduce revolving credit borrowings. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources."
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Company's Common Stock is listed on the New York Stock Exchange
under the symbol VSH. The following table sets forth the high and low sale
prices of the Company's Common Stock as reported on the New York Stock
<PAGE>
<PAGE> 14
Exchange Composite Tape for the periods indicated. Stock prices have been
restated to reflect stock dividends. At July 8, 1994, the Company had
approximately 1,440 stockholders of record.
<TABLE>
<CAPTION>
1992 1993 1994
----------------- ----------------- ------------------
High Low High Low High Low
---- ---- ----- --- ---- ----
<S> <C> <C> <C> <C> <C>
First Quarter....................... $ 20.30 $ 14.04 $ 33.79 $ 26.08 $ 38.10 $ 31.43
Second Quarter ..................... 23.13 17.70 34.52 24.27 41.50 31.31
Third Quarter (1)................... 25.40 20.98 35.95 30.12 43.50 40.25
Fourth Quarter ..................... 33.79 24.15 33.70 27.38 - -
</TABLE>
- ------------
(1) Through July 15, 1994
The Company does not currently pay cash dividends on its capital stock.
Its policy is to retain earnings to support the growth of its businesses. In
addition, the Company is restricted from paying cash dividends under the
terms of its bank loan agreements.
CAPITALIZATION
The following table sets forth the unaudited consolidated short-term
debt and total capitalization of the Company at March 31, 1994, as adjusted
to give retroactive effect to the acquisition of Vitramon and the related
financing as if the same had occurred at March 31, 1994 and as further
adjusted to give effect to the sale of 2,750,000 shares of Common Stock
pursuant to the Offering and the use of the estimated net proceeds therefrom
to prepay the Bridge Facility and reduce revolving credit borrowings. This
table should be read in conjunction with the Company's Consolidated
Financial Statements, including the notes thereto, which are incorporated by
reference herein.
<PAGE>
<PAGE> 15
<TABLE>
<CAPTION>
March 31, 1994 (Unaudited)
------------------------------------------------
Actual As Adjusted As Further Adjusted
------ ----------- -------------------
(in thousands)
<S> <C> <C> <C>
Short-term debt (including current portion of long-term
debt)..................................................... $ 67,049 $ 67,049 $ 67,049
========= ======== ========
Long-term debt - less current portion....................... $ 285,475 $472,175 $360,800
--------- -------- --------
Stockholders' equity:
Preferred Stock, par value $1.00 per share ............... - - -
Authorized - 1,000,000 shares; none issued
Common Stock, par value $.10 per share ................... 1,764 1,764 2,039
Authorized - 35,000,000 shares;
Issued - 17,687,529 shares; 20,437,529 shares as
adjusted
Outstanding - 17,641,088 shares; 20,391,088 shares as
adjusted
Class B Common Stock, par value $.10 per share ........... 359 359 359
Authorized - 15,000,000 shares;
Issued - 3,716,190 shares;
Outstanding - 3,590,225 shares
Capital in excess of par value............................ 289,050 289,050 400,150
Retained earnings......................................... 118,507 118,507 118,507
Foreign currency translation adjustment................... (9,173) (9,173) (9,173)
Unearned compensation..................................... (90) (90) (90)
Pension adjustment........................................ (7,279) (7,279) (7,279)
--------- -------- --------
Total stockholders' equity.............................. 393,138 393,138 504,513
--------- -------- --------
Total capitalization.................................... $ 678,613 $865,313 $865,313
========= ======== ========
</TABLE>
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
The following tables set forth selected consolidated financial
information of the Company for each of the five fiscal years in the period
ended December 31, 1993 and for the three-month periods ended March 31, 1993
and 1994. Earnings per share amounts for all periods presented reflect a 5%
<PAGE>
<PAGE> 16
stock dividend paid on June 13, 1994. Information for the three-month
periods ended March 31, 1993 and 1994 is unaudited but, in the opinion of
management, includes all adjustments, consisting only of normal recurring
accruals, necessary for a fair presentation. The results of operations for
the three-month period ended March 31, 1994 are not necessarily indicative
of the results to be expected for the full year. These tables should be read
in conjunction with the Company's Consolidated Financial Statements,
including the notes thereto, which are incorporated by reference herein.
<TABLE>
<CAPTION>
Year Ended December 31, March 31,
------------------------------------------------------ ------------------
1989 1990 1991 1992 (1) 1993 (2) 1993 1994
---- ---- ---- -------- -------- ---- ----
(unaudited)
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Net sales............. $415,619 $445,596 $442,283 $664,226 $856,272 $227,500 $226,015
Cost of products sold. 290,801 312,925 318,166 508,018 663,239 177,566 175,215
-------- -------- -------- -------- -------- -------- --------
Gross profit.......... 124,818 132,671 124,117 156,208 193,033 49,934 50,800
Selling, general, and
administrative (3).. 76,467 77,740 79,673 101,327 118,344 30,118 30,176
-------- -------- -------- -------- -------- -------- --------
48,351 54,931 44,444 54,881 74,689 19,816 20,624
Other income
(expense):
Interest expense...... (21,068) (19,426) (15,207) (19,110) (20,624) (5,885) (5,040)
Amortization of
goodwill............ (1,502) (1,552) (1,695) (2,380) (3,294) (610) (801)
Other................. 637 (97) (289) 4,533 123 (22) 468
-------- -------- -------- -------- -------- -------- --------
Earnings before income
taxes and cumulative
effect of accounting
change.............. 26,418 33,856 27,253 37,924 50,894 13,299 15,251
Income taxes.......... 8,651 10,655 6,363 7,511 8,246 2,261 2,593
-------- -------- -------- -------- -------- -------- --------
Earnings before
cumulative effect of
accounting change... 17,767 23,201 20,890 30,413 42,648 11,038 12,658
Net earnings (4)...... 17,767 23,201 20,890 30,413 44,075 12,465 12,658
Earnings per
share: (4)(5)
Before cumulative
effect of
accounting change. $1.18 $1.41 $1.20 $1.63 $1.91 $ .49 $.57
Net earnings........ $1.18 $1.41 $1.20 $1.63 $1.98 $ .56 $.57
Weighted average
shares
outstanding (5)..... 15,072 18,859 17,481 20,334 22,289 22,287 22,292
</TABLE>
<PAGE>
<PAGE> 17
<TABLE>
<CAPTION>
December 31, March 31, 1994
---------------------------------------------------- --------------
1989 1990 1991 1992 1993 (unaudited)
---- ----- ---- ---- ----
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Working capital.. $115,945 $120,384 $128,733 $145,327 $205,806 $ 226,806
Total assets..... 419,958 440,656 448,771 661,643 948,106 1,003,690
Long-term debt -
less
current portion 186,182 140,212 127,632 139,540 266,999 285,475
Stockholders'
equity......... 117,984 177,839 201,366 346,625 376,503 393,138
</TABLE>
- ------------
(1) Includes the results from January 1, 1992 of the businesses acquired
from Sprague Technologies, Inc.
(2) Includes the results from January 1, 1993 of the acquisition of
Roederstein GmbH.
(3) Includes restructuring costs of $6,659,000 and $3,700,000 for the years
ended December 31, 1993 and in 1991, respectively, and $1,510,000 for
the three months ended March 31, 1993, relating primarily to the costs
associated with lay-offs in France and $1,044,000 in 1989 relating to
consolidation of sales offices in Germany. Earnings for the year ended
December 31, 1993 and the three months ended March 31, 1993 include
$7,221,000 and $2,000,000, respectively, of proceeds received for
business interruption insurance claims.
(4) Included in the quarter ended March 31, 1993 and the year ended December
31, 1993 is a one-time tax benefit of $1,427,000 or $0.07 per share
resulting from the adoption of FASB Statement No. 109, "Accounting for
Income Taxes."
(5) Earnings per share for each period are based on the weighted average
number of shares of Common Stock and Class B Common Stock outstanding
during the period, after giving effect to the conversion of all
outstanding Debentures if such conversion would have had a dilutive
effect in that period. The Debentures were fully converted in October
1992.
<PAGE>
<PAGE> 18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Introduction and Background
The Company's sales and net income have increased significantly in the
past several years primarily as a result of its acquisitions. Following each
acquisition, the Company implemented programs to take advantage of
distribution and operating synergies among its businesses. This
implementation is reflected in an increase in the Company's sales and in the
decline in selling, general and administrative expenses as a percentage of
the Company's sales.
From mid-1990 through the end of 1993, sales of most of the Company's
products were adversely affected by the worldwide slowdown in the electronic
components industry, which reflected general recessionary trends in all
major industrialized countries. In addition, sales to defense-related
industries have declined from the end of the first quarter of 1991 until the
second half of 1993. Despite this slowdown, Vishay realized record net
earnings of $44.1 million in 1993. This was a result of its acquisitions and
focus on the bottom-line, including the implementation of operating
efficiencies. Management believes that the U.S. and European economies are
showing signs of recovery. Net bookings for the quarter ended March 31, 1994
increased by 5% over the comparable period of the prior year.
Following each acquisition, the Company has instituted operating
efficiencies that have reduced selling, general and administrative expenses
and the combined cost of goods sold of Vishay and the acquired company. The
cost of goods sold reductions for each acquisition, however, are masked as a
result of subsequent acquisitions.
The Company realizes approximately 50% of its revenues outside the
United States. As a result, fluctuations in currency exchange rates can
significantly affect the Company's profitability. Currency fluctuations
impact both the Company's net sales as denominated in U.S. dollars and other
income as it relates to the translation of balance sheets items. A
strengthening of the value of the U.S. dollar against foreign currencies
during the quarter ended March 31, 1994 accounted for a decrease in net
sales of $5,400,000 compared with the corresponding quarter of 1993.
Generally, in order to minimize the effect of currency fluctuations, the
Company endeavors to (i) borrow money in the local currencies and markets
where it conducts business, and (ii) minimize the time for settling
intercompany transactions.
Results of Operations
Three months ended March 31, 1994 compared to
Three months ended March 31, 1993
Net sales for the quarter ended March 31, 1994 decreased by $1,485,000
or .7% from the comparable period of 1993. Excluding the strengthening of
the U.S. dollar against foreign currencies in the 1994 first quarter, which
resulted in a decrease of $5,400,000 in reported sales for that quarter as
compared with the corresponding 1993 period, sales for such quarter would
<PAGE>
<PAGE> 19
have increased by 1.7%. Management believes that the U.S. and European
economies are showing signs of recovery. Net bookings for the quarter ended
March 31, 1994 increased by 5% over the comparable period of the prior year.
Costs of products sold for the quarter ended March 31, 1994 were 77.5%
of net sales as compared to 78.1% for the comparable period of the prior
year. Costs of products sold have been reduced by government grants of
$1,821,000 and $296,000 for the quarters ended March 31, 1994 and 1993,
respectively. Exclusive of government grants, costs of products sold were
comparable at 78.3% and 78.2% of sales for the quarters ended March 31, 1994
and 1993, respectively.
Selling, general, and administrative expenses for the quarter ended
March 31, 1994 were 13.4% of net sales compared to 13.5% for the comparable
period of the prior year. While we believe these percentages to be
acceptable, we are continuing to explore additional cost saving
opportunities.
A restructuring charge of $1,510,000 incurred during the quarter ended
March 31, 1993 related to the Company's decision to downsize its operations
in France as a result of that country's business climate. The Company
recognized as income during the quarter ended March 31, 1993 an insurance
recovery of $2,000,000 for lost profits from a business interruption
insurance claim.
Interest costs decreased by $845,000 for the quarter ended March 31,
1994 from those reported for the 1993 first quarter. A lower average
borrowing rate resulted from a change in the Company's mix of borrowings
throughout the U.S. and Europe.
Other income for the quarter ended March 31, 1994 increased by $490,000
over the comparable 1993 period. The increase was largely due to foreign
currency gains, which were $317,000 for the quarter ended March 31, 1994 as
compared to foreign currency losses of $660,000 for the quarter ended March
31, 1993.
The Company's effective tax rate was 17% for both the quarter ended
March 31, 1994 and the corresponding 1993 quarter. Its effective tax rate
for calendar year 1993, exclusive of the effect of nontaxable insurance
proceeds, was 18.6%. The estimated 1994 rate anticipates the effect of
increased business in lower tax rate jurisdictions (especially Israel).
Included in net earnings for the first quarter of 1993 is a one-time tax
benefit of $1,427,000 resulting from the Company's adoption of FASB
Statement No. 109, "Accounting for Income Taxes."
Year ended December 31, 1993 compared to
Year ended December 31, 1992
Net sales for the year ended December 31, 1993 increased by $192,046,000
over 1992, due primarily to the effects of the Company's acquisition of
Roederstein, effective January 1, 1993. Net sales of Roederstein were
$212,124,000 for the year ended December 31, 1993. Net sales, exclusive of
Roederstein, decreased by $20,078,000, compared to 1992, due primarily to
<PAGE>
<PAGE> 20
the strengthening of the U.S. dollar against foreign currencies, which
resulted in a $15,671,000 decrease in reported net sales for 1993, as well
as to the effects of recessionary pressures in Europe.
Costs of products sold for the year ended December 31, 1993 were 77.5%
of net sales as compared to 76.5% for 1992. The reason for this increase is
that the costs of products sold for Roederstein (prior to the full
implementation of synergistic cost reductions) were approximately 80% of its
net sales, as compared with an average rate of approximately 77% for the
Company's other operations. In 1993, grants of $3,424,000 received from the
government of Israel, which were utilized to offset start-up costs of new
facilities, were recognized as a reduction of the Company's costs of
products sold.
Selling, general, and administrative expenses for the year ended
December 31, 1993 were 13.9% of net sales compared to 15.3% in 1992. The
lower rate reported in 1993 reflects the effect of the acquisition of
Roederstein and the ongoing cost saving programs implemented with the
acquisition of certain businesses of Sprague Technologies, Inc. ("STI")
during 1992.
Restructuring charges of $6,659,000 for the year ended December 31, 1993
consist primarily of severance costs related to the Company's downsizing its
European operations, primarily in France.
Income from unusual items of $7,221,000 for the year ended December 31,
1993 represents proceeds received for business interruption insurance claims
principally related to the operations in Dimona, Israel.
Interest costs for the year ended December 31, 1993 increased by
$1,514,000 as a result of increased debt incurred to finance the acquisition
of Roederstein.
Other income for the year ended December 31, 1993 decreased by
$4,410,000 from 1992 because other income in 1992 included consulting fees
of $2,307,000 from Roederstein prior to its acquisition by the Company as
well as fees of approximately $3,325,000 from STI under one year sales and
distribution agreements. Foreign currency losses for the year ended December
31, 1993 were $1,382,000, as compared to foreign currency losses of
$1,594,000 for 1992.
The effective tax rate of 16.2% for the year ended December 31, 1993
reflects the nontaxability of certain insurance recoveries. The 1993 rate
was also affected by increased manufacturing in Israel, where the Company's
average income tax rate was approximately 4% in 1993. The effective tax rate
for the year ended December 31, 1993, exclusive of the effect of the
nontaxable insurance proceeds, was 18.6%. The effective tax rate for the
year ended December 31, 1992 was 19.8%.
Effective January 1, 1993 the Company changed its method of accounting
for income taxes from the deferred method to the liability method required
by FASB Statement No. 109, "Accounting for Income Taxes." The cumulative
effect of adopting Statement 109 as of January 1, 1993 was to increase net
income by $1,427,000. Application of the new income tax rules also decreased
pretax earnings by $2,870,000 for the year ended December 31, 1993 because
<PAGE>
<PAGE> 21
of increased depreciation expense as a result of Statement 109's requirement
to report assets acquired in prior business combinations at their pretax
amounts.
The Company also adopted FASB Statement No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions," effective January 1,
1993. The Company has elected to recognize the transition obligation on a
prospective basis over a twenty-year period. In 1993, the new standard
resulted in additional annual net periodic postretirement benefit costs of
$1,200,000 before taxes, and $792,000 after taxes, or $0.04 per share.
Prior-year financial statements have not been restated to apply the new
standard.
Year ended December 31, 1992 compared to
Year ended December 31, 1991
Net sales for the year ended December 31, 1992 increased $221,943,000
over 1991, due to the inclusion of the businesses acquired from STI
effective as of January 1, 1992. Net sales of the acquired businesses were
$230,492,000 for the year ended December 31, 1992. In 1992, net sales,
exclusive of the acquired businesses, decreased by $8,549,000 compared to
1991, when recessionary pressures affecting sales were not as great.
The weakening of the U.S. dollar against foreign currencies resulted in
an increase in reported Vishay sales of $10,418,000 in 1992.
Costs of products sold for the year ended December 31, 1992 were 76.5%
of net sales as compared to 71.9% in 1991. The reason for this increase is
that the costs of products sold for the newly purchased businesses from STI
(prior to any synergistic cost reductions) are 80% of net sales, while
Vishay's resistor businesses traditionally operate at levels of 70% to 75%.
Selling, general and administrative expenses for 1992 were 15.3% of net
sales compared to 17.2% in 1991. The 15.3% rate reflects the effect of the
businesses acquired from STI. The rate applicable to the businesses acquired
from STI (approximately 11%) includes the effects of initial cost saving
programs installed subsequent to the acquisition. In 1992, selling, general
and administrative expenses of the Vishay resistor business (approximately
17%) were comparable to the levels experienced for the prior year.
Interest costs for the year ended December 31, 1992 increased by
$3,903,000 as a result of the increased debt incurred for the purchase of
the businesses from STI.
Other income for the year ended December 31, 1992 includes consulting
fees of $2,307,000 from Roederstein and fees of approximately $3,325,000
from STI under one-year sales and distribution agreements, which were
entered into in connection with the acquisition of the businesses from STI.
The Company's effective tax rate was 19.8% for the year ended December
31, 1992 and 23.3% for 1991. The 1992 rate was in part affected by increased
manufacturing in Israel, where the Company's average income tax rate was 7%
for 1992.
<PAGE>
<PAGE> 22
Liquidity and Capital Resources
On July 18, 1994, the Company and certain of its subsidiaries entered
into agreements (the "Bank Agreements") with a group of banks, including
Comerica Bank, as agent for the banks (the "Banks"). The Bank Agreements
amended and restated the Company's previously-existing revolving credit and
term loan agreements and added two new facilities that were used to finance
the acquisition of Vitramon.
After giving effect to the Bank Agreements, the Company's domestic
credit facilities consist of a $200,000,000 revolving credit facility that
matures on December 31, 1997, subject to the Company's right to request
year-to-year renewals thereafter, a $102,500,000 term loan that matures on
December 31, 2000, the $100,000,000 Bridge Facility, due on July 18, 1996
and a $100,000,000 non-amortizing term loan due July 18, 2001. Borrowings
under these facilities bear interest at variable rates based on the prime
rate or, at the Company's option, LIBOR; at July 18, 1994, the rates ranged
from 4.9375% to 5.5%. The net proceeds of the Offering will be used to fund
the prepayment of the Bridge Facility, including accrued interest, and to
reduce revolving credit borrowings.
The Banks also provide Deutsche Mark ("DM") denominated revolving
credit and term loan facilities for certain of the Company's German
subsidiaries, which permit borrowings, in the aggregate, of DM 153,821,990,
including a DM 40,000,000 revolving credit facility that matures on December
31, 1997, subject to the borrower's right to request year-to-year renewals
thereafter, a DM 9,506,000 term loan that matures on December 31, 1994 and a
DM 104,315,990 term loan that matures on December 31, 1997. Borrowings bear
interest at variable rates based on LIBOR; at July 18, 1994, the rates
ranged from 5.875% to 6.0%.
As a result of the amendments contained in the Bank Agreements, all of
the Company's bank facilities are unsecured and all collateral currently
held by the Banks will be released. However, the facilities are
cross-guaranteed by the Company and certain of its subsidiaries. The Bank
Agreements also resulted in a decrease in interest rates from those
previously in effect as well as a significant reduction in the number of
financial and restrictive covenants. Financial covenants are currently
limited to requirements regarding leverage and fixed charge coverage ratios
and minimum tangible net worth. Other restrictive covenants include
limitations on the payment of cash dividends, guarantees and liens.
The Company's ratio of long-term debt (less current portion) to
stockholders' equity was .7 to 1 at March 31, 1994 and December 31, 1993. On
a pro forma basis adjusted to reflect the incurrence of additional
indebtedness to finance the acquisition of Vitramon, the ratio at March 31,
1994 was 1.2 to 1. After giving effect to prepayment of the Bridge Loan with
the net proceeds of the Offering, the pro forma ratio at March 31, 1994
would have been .7 to 1.
The Company's capital expenditures for the year ended December 31, 1993
and for the quarter ended March 31, 1994 were $76.8 million and $18.5
million, respectively. For the year ended December 31, 1992 and the quarter
ended March 31, 1993, capital expenditures were $49.8 million and $16.9
million, respectively.
<PAGE>
<PAGE> 23
Management believes that available sources of credit together with cash
and expected future cash generated from operations will be sufficient to
satisfy the Company's anticipated financing needs for working capital and
capital expenditures during the next twelve months.
<PAGE>
<PAGE> 24
BUSINESS
General
Vishay is a leading international manufacturer and supplier of passive
electronic components, particularly fixed resistors and capacitors, offering
one of the most comprehensive product lines of any manufacturer in the
United States or Europe. Resistors, the most common component in electronic
circuits, are used to adjust and regulate levels of voltage and current.
Capacitors perform energy storage, frequency control, timing and filtering
functions in most types of electronic equipment. Many of the Company's
products are also offered as surface mount devices, a format for passive
electronic components that is being increasingly demanded by customers
because it facilitates miniaturization and reduces the cost and time
involved in circuit board assembly. Components manufactured by the Company
are used in virtually all types of electronic products, including those in
the computer, telecommunications, military/aerospace, instrument,
automotive, medical and entertainment industries.
Since early 1985, the Company has pursued a business strategy that
consists of the following principal elements: (i) expansion within the
passive electronic components industry, primarily through the acquisition of
passive components manufacturers with established positions in major
markets, reputations for product quality and reliability and product lines
with which the Company has substantial marketing and technical expertise;
(ii) reduction of selling, general and administrative expenses through the
integration or elimination of redundant sales offices and administrative
functions at acquired companies; (iii) achievement of significant production
cost savings through the transfer and expansion of manufacturing operations
to regions, such as Israel, Mexico, Portugal and the Czech Republic, where
the Company can take advantage of lower labor costs and available tax and
other government-sponsored incentives; and (iv) maintaining significant
production facilities in those regions where the Company markets the bulk of
its products in order to enhance customer service and responsiveness.
As a result of this strategy, the Company has grown during the past nine
years from a small manufacturer of precision resistors and strain gages to
one of the world's largest manufacturers and suppliers of a broad line of
passive electronic components. During this period, its revenues have
increased from $48.5 million for fiscal year 1984 to $856.3 million for the
year ended December 31, 1993, and net earnings have increased from $6.1
million to $44.1 million.
The Company's major acquisitions have included Dale Electronics, Inc.
(United States, Mexico and the United Kingdom), Draloric Electronic GmbH
(Germany and the United Kingdom), Sfernice S.A. (France), Sprague Electric
Company (United States and France) and Roederstein GmbH (Germany, Portugal
and the United States). On July 18, 1994, the Company acquired all of the
outstanding shares of Vitramon, a leading producer of MLCC capacitors with
manufacturing and sales facilities in the United States, France, Germany and
the United Kingdom. This acquisition will provide the Company with a strong
presence in the MLCC capacitor market. Together with tantalum capacitors,
MLCC capacitors, most of which are designed for surface mounting, comprise
one of the fastest growing product segments in the passive electronic
components market. The addition of MLCC capacitors to the Company's existing
product line will enable the Company to offer its customers "one-stop"
<PAGE>
<PAGE> 25
access to one of the broadest selections of passive electronic components
available from a single manufacturer. See "Recent Developments -
Acquisition of Vitramon."
Products
Vishay designs, manufactures and markets electronic components that
cover a wide range of products and technologies. The products primarily
consist of fixed resistors, tantalum, MLCC and film capacitors, and, to a
lesser extent, inductors, specialty ceramic capacitors, transformers,
potentiometers, plasma displays and thermistors. The Company also offers
most of its product types in the increasingly demanded surface mount device
form.
Resistors are basic components used in all forms of electronic circuitry
to adjust and regulate levels of voltage and current. They vary widely in
precision and cost, and are manufactured in numerous materials and forms.
Resistive components may be either fixed or variable, the distinction being
whether the resistance is adjustable (variable) or not (fixed). Resistors
can also be used as measuring devices, such as Vishay's resistive sensors.
Resistive sensors or strain gages are used in electronic measurement and
experimental stress analysis systems as well as in transducers for measuring
loads (scales), acceleration and fluid pressure.
Vishay manufactures virtually all types of fixed resistors, both in
discrete and network forms. These resistors are produced for virtually every
segment of the resistive product market, from resistors used in the highest
quality precision instruments for which the performance of the resistors is
the most important requirement, to resistors for which price is the most
important factor.
Capacitors perform energy storage, frequency control, timing and
filtering functions in most types of electronic equipment. The more
important applications for capacitors are (i) electronic filtering for
linear and switching power supplies, (ii) decoupling and bypassing of
electronic signals for integrated circuits and circuit boards, and (iii)
frequency control, timing and conditioning of electronic signals for a broad
range of applications. The Company's capacitor products primarily consist of
solid tantalum chip capacitors, solid tantalum leaded capacitors, wet/foil
tantalum capacitors, MLCC capacitors and film capacitors. Each capacitor
product has unique physical and electrical performance characteristics that
make it useful for specific applications. Tantalum and MLCC capacitors are
generally used in conjunction with integrated circuits in applications
requiring low to medium capacitance values. The tantalum capacitor is the
smallest and most stable type of capacitor for its range of capacitance and
is best suited for applications requiring medium capacitance values. MLCC
capacitors, on the other hand, are more cost-effective for applications
requiring lower capacitance values. Vitramon's MLCC capacitors are unique
because their dielectric (ceramic) layers are thinner than traditional
multi-layer ceramic capacitors, thus enabling them to be produced in a
smaller size with substantially less palladium material. This enables
significant reductions in manufacturing costs and allows for a smaller
electronic component that has become critical to satisfy the increasing
trend toward miniaturization. Management believes that MLCC capacitors,
together with tantalum capacitors, represent one of the fastest growing
segments of the passive electronic component industry.
<PAGE>
<PAGE> 26
The Company believes it has taken advantage of the growth of the surface
mount component market and is an industry leader in designing and marketing
surface mount devices. The Company also believes that in the U.S. and Europe
it offers the widest range of these devices, including both thick and thin
film resistor chips and networks, capacitors, inductors, oscillators,
transformers and potentiometers, as well as a number of component packaging
styles to facilitate automated product assembly by its customers. The
Company's position in this market has been enhanced by the acquisition of
Vitramon, since substantially all of Vitramon MLCC products utilize surface
mount technology. Surface mount devices adhere to the surface of a circuit
board rather than being secured by leads that pass through holes to the back
side of the board. Surface mounting provides distinct advantages over
through-hole mounting, because, among other things, surface mounting allows
the placement of more components on a circuit board and facilitates
automation. These advantages result in lower production costs than for
leaded devices. This is particularly desirable for a growing number of
manufacturers who require greater miniaturization in products such as hand
held computers and cellular telephones.
Markets
The Company's products are sold primarily to other manufacturers and, to
a much lesser extent, to United States and foreign government agencies. Its
products are used in, among other things, virtually every type of product
containing electronic circuitry, including computer-related products,
telecommunications, measuring instruments, industrial equipment, automotive
applications including engine controls and fuel injection systems, process
control systems, military and aerospace applications, medical instruments
and scales. With the addition of MLCC capacitors to the Company's existing
capacitor product line, the Company is able to offer its customers
"one-stop" access to one of the broadest selections of passive electronic
components available from a single manufacturer.
Approximately 41% of the Company's net sales for 1993, pro forma for the
acquisition of Vitramon, was attributable to customers in the United States
and 48% to customers in Europe. In the United States, products are marketed
primarily through independent manufacturers' representatives who are
compensated solely on a commission basis, as well as by the Company's own
sales personnel and independent distributors. The Company has regional sales
personnel in several locations to provide technical and sales support for
independent manufacturers' representatives throughout the United States,
Mexico and Canada. In addition, the Company uses independent distributors to
resell its products. Internationally, products are sold to customers in
Germany, the United Kingdom, France, Israel, Japan, Singapore, South Korea
and other European and Pacific Rim countries through Company sales offices,
independent manufacturers' representatives and distributors. In order to
better serve its customers, the Company maintains production facilities in
those regions where it markets the bulk of its products, such as the U.S.,
Germany, France and the U.K. In addition, to maximize production
efficiencies, the Company seeks whenever practicable to establish
manufacturing facilities in those regions, such as Israel, Mexico, Portugal
and the Czech Republic, where it can take advantage of lower labor costs and
available tax and other government-sponsored incentives.
<PAGE>
<PAGE> 27
The Company undertakes to have its products incorporated into the design
of electronic equipment at the research and prototype stages. Vishay employs
its own staff of application and field engineers who work with its
customers, independent manufacturers' representatives and distributors to
solve technical problems and develop products to meet specific needs.
The Company has qualified certain products under various military
specifications, approved and monitored by the United States Defense
Electronic Supply Center ("DESC"), and under certain European military
specifications. Classification levels have been established by DESC based
upon the rate of failure of products to meet specifications (the
"Classification Level"). In order to maintain the Classification Level of
a product, tests must be continuously performed and the results of these
tests must be reported to DESC. If the product fails to meet the
requirements for the applicable Classification Level, the product's
classification may be reduced to a less stringent level. Various of the
Company's United States manufacturing facilities from time to time
experience a product Classification Level modification. During the time that
such level is reduced for any specific product, net sales and earnings
derived from such product may be adversely affected.
The Company is undertaking to have the quality systems at all of its
major manufacturing facilities approved under the recently established ISO
9000 international quality control standard. ISO 9000 is a comprehensive set
of quality program standards developed by the International Standards
Organization. Several of the Company's manufacturing operations have already
received ISO 9000 approval and others are actively pursuing such approval.
Vishay's largest customers vary from year to year, and no customer has
long-term commitments to purchase products of the Company. No customer
accounted for more than 10% of sales for the year ended December 31, 1993.
Manufacturing Operations
The Company conducts manufacturing operations in three principal
geographic regions: the United States, Europe and Israel. At March 31, 1994,
approximately 39% of the Company's identifiable assets were located in the
United States, approximately 49% were located in Europe, approximately 10%
were located in Israel and approximately 2% in other regions. In the United
States, the Company's main manufacturing facilities are located in Nebraska,
South Dakota, North Carolina, Pennsylvania, Maine, Connecticut, Virginia and
Florida. In Europe, the Company's main manufacturing facilities are located
in Selb, Landshut and Backnang, Germany and Nice and Tours, France. In
Israel, manufacturing facilities are located in Holon, Dimona and Emek
HaMigdal. The Company also maintains manufacturing facilities in Juarez,
Mexico and Toronto, Canada. Recently, the Company has invested substantial
resources to maximize automation in its plants, which it believes will
further reduce production costs.
The passive electronic component industry has been moving towards
greater automation, requiring additional capital expenditures and more
highly-skilled labor. In response to this trend, the Company has increased
its manufacturing operations in Israel in order to take advantage of that
country's government-sponsored capital investment grants, lower wage rates
and highly-skilled labor force, as well as various tax abatement programs.
These incentive programs have contributed substantially to the growth and
<PAGE>
<PAGE> 28
profitability of the Company. The Company might be materially and adversely
affected if these incentive programs were no longer available to the Company
or if hostilities were to occur in the Middle East that materially interfere
with the Company's operations in Israel. For the three months ended March
31, 1994, sales of products manufactured in Israel accounted for
approximately 10% of the Company's net sales.
Due to a shift in manufacturing emphasis resulting from the growing
market for surface mount devices, over-capacity at a number of the Company's
manufacturing facilities and the relocation of some production to regions
with lower labor costs, portions of the Company's work force and certain
facilities may not be fully utilized in the future. As a result, the Company
may incur significant costs in connection with work force reductions and the
closing of additional manufacturing facilities.
Research and Development
The Company maintains separate research and development staffs and
promotes separate programs at a number of its production facilities to
develop new products and new applications of existing products, and to
improve product and manufacturing techniques. This decentralized system
encourages individual product development. From time to time, developments
at one manufacturing facility will have applications at another facility.
Most of the Company's products and manufacturing processes have been
invented, designed and developed by Company engineers and scientists.
Company research and development costs were approximately $7.1 million for
each of calendar years 1993 and 1992 and $7.0 million for 1991. The Company
spends substantial additional amounts for product development and the
design, development and manufacturing of machinery and equipment for new
processes and for cost reduction measures. See "Business - Markets."
Sources of Supplies
Although most materials incorporated in the Company's products are
available from a number of sources, certain materials (particularly tantalum
and palladium) are available only from a relatively limited number of
suppliers.
Tantalum metal is the principal material used in the manufacture of the
tantalum capacitor products. Tantalum is purchased in powder form primarily
under annual contracts with domestic suppliers at prices that are subject to
periodic adjustment. The Company is a major consumer of the world's annual
tantalum production. There are currently three suppliers that process
tantalum ore into capacitor grade tantalum powder. Although the Company
believes that there is currently a surplus of tantalum ore reserves and a
sufficient number of tantalum processors relative to foreseeable demand, and
that the tantalum required by the Company has generally been available in
sufficient quantities to meet requirements, the limited number of tantalum
powder suppliers could lead to higher prices that the Company may not be
able to pass through to its customers.
Palladium is primarily purchased on the spot and forward markets,
depending on market conditions. Palladium is considered a commodity and is
subject to price volatility. Although palladium is currently found in South
<PAGE>
<PAGE> 29
Africa and Russia, the Company believes that there are a sufficient number
of domestic and foreign suppliers from which the Company can purchase
palladium.
Inventory and Backlog
Although Vishay manufactures standardized products, a substantial
portion of its products are produced to meet specific customer requirements.
The Company does, however, maintain an inventory of resistors and other
components. Backlog of outstanding orders for the Company's products was
$222.0 million, $198.4 million, $134.3 million and $104.5 million,
respectively, at March 31, 1994 and at December 31, 1993, 1992 and 1991. The
increase in backlog at December 31, 1993 and 1992 as compared with prior
periods is attributable to the acquisitions of Roederstein and Sprague,
respectively. The current backlog is expected to be filled during the next
twelve months. Most orders in the backlog may be cancelled by the customers,
in whole or in part, although sometimes subject to penalty. To date,
cancellations have not been material.
Competition
The Company faces strong competition in its various product lines from
both domestic and foreign manufacturers that produce products using
technologies similar to those of the Company. Certain of the Company's
products compete on the basis of its marketing and distribution network,
which provides a high level of customer service. For example, the Company
works closely with its customers to have its products incorporated into the
electronic equipment at the early stages of design and production and
maintains redundant production sites for most of its products to ensure an
uninterrupted supply of products. Further, the Company has established a
National Accounts Management Program, which provides customers with one
national account executive who can cut across Vishay business unit lines for
sales, marketing and contract coordination. In addition, the breadth of the
Company's product offerings enables the Company to strengthen its market
position by providing its customers with "one-stop" access to one of the
broadest selections of passive electronic components available from a direct
manufacturing source. In several areas, the Company also strengthens its
market position by conducting seminars and educational programs for existing
potential customers. In addition, the Company's competitive position depends
on its product quality, know-how, proprietary data, marketing and service
capabilities, business reputation and price.
A number of the Company's customers are contractors or subcontractors on
various United States and foreign government contracts. Under certain United
States Government contracts, retroactive adjustments can be made to contract
prices affecting the profit margin on such contracts. The Company believes
that its profits are not excessive and, accordingly, no provision has been
made for any such adjustment.
Although the Company has numerous United States and foreign patents
covering certain of its products and manufacturing processes, and acquired
various patents with the acquisition of the Sprague tantalum capacitor and
network lines, no particular patent is considered material to the business
of the Company.
<PAGE>
<PAGE> 30
Environment
The Company's manufacturing operations are subject to various federal,
state and local laws restricting discharge of materials into the
environment. The Company is not involved in any pending or threatened
proceedings that would require curtailment of its operations at this time.
However, the Company is involved in various legal actions concerning state
government enforcement proceedings and various dump site clean-ups that may
result in fines and/or clean-up expenses. The Company believes that any
fines or clean-up expenses that may be incurred, if imposed, would not be
material. The Company continually expends funds to ensure that its
facilities comply with applicable environmental regulations; the Company has
nearly completed its undertaking to comply with new environmental
regulations relating to the elimination of chlorofluorocarbons (CFCs) and
ozone depleting substances (ODS) and other anticipated compliances with the
Clean Air Act amendments of 1990. In addition, the Company anticipates that
it will incur ongoing costs to address certain environmental matters at
certain of Vitramon's domestic and foreign facilities, including achieving
compliance with the new Clean Air Act amendments. The Company believes that
any environmental liabilities incurred at the Vitramon facilities are
adequately covered by the indemnification provided to the Company by Thomas
& Betts Corporation and reserves that the Company has established in
connection with the Vitramon acquisition. The Company anticipates that it
will incur capital expenditures of approximately $1,000,000 in fiscal 1994
for general environmental enhancement programs and approximately $3,000,000
over the next three years to address environmental matters relating
specifically to the Vitramon facilities.
Employees
At July 18, 1994, after giving effect to the acquisition of Vitramon,
the Company employed approximately 16,200 full-time employees, of whom
approximately 9,800 were located outside the United States. The Company
hires few employees on a part time basis. While various of the Company's
foreign employees are members of trade unions, none of the Company's
employees located in the United States is represented by unions except for
approximately 154 employees at the North Adams, Massachusetts, facility of
Vishay Sprague, who are represented by three unions. The Company is
currently negotiating collective bargaining agreements with each of these
unions. The Company believes that its relationship with its employees is
excellent.
<PAGE>
<PAGE> 31
MANAGEMENT
The following table sets forth certain information regarding the
directors and executive officers of the Company as of July 19, 1994.
<TABLE>
<CAPTION>
Name Age Position Held
- ---- --- -------------
<C> <S> <S>
Felix Zandman (1)(2) ......... 66 Chairman of the Board, President, Chief
Executive Officer and Director
Robert A. Freece (1).......... 53 Senior Vice President and Director
Richard N. Grubb (1).......... 47 Vice President, Treasurer, Chief
Financial Officer and Director
Abraham Inbar................. 66 Vice President; President - Vishay
Israel Ltd., a subsidiary of Vishay
Henry V. Landau .............. 47 Vice President; President - Measurements
Group, Inc., a subsidiary of Vishay
William J. Spires ............ 52 Vice President and Secretary
Avi D. Eden (1)............... 46 Director
Edward B. Shils (2)(3)(4)..... 78 Director
Luella B. Slaner ............. 73 Director
Guy Brana .................... 69 Director
Jean-Claude Tine ............. 75 Director
Donald G. Alfson ............. 48 Director and Vice President; President -
Vishay Electronic Components, U.S. and
Asia, and Dale, subsidiaries of Vishay
Gerald Paul .................. 45 Director and Vice President; President -
Vishay Electronic Components, Europe
and Managing Director - Draloric
Electronic GmbH, subsidiaries of Vishay
Mark I. Solomon (2)(3)(4)..... 54 Director
</TABLE>
- ------------
(1) Member of the Executive Committee.
(2) Member of the Employee Stock Plan Committee.
(3) Member of the Compensation Committee.
(4) Member of the Audit Committee.
Dr. Felix Zandman, a founder of the Company, has been President, Chief
Executive Officer and a Director of the Company since its inception. Dr.
Zandman has been Chairman of the Board since March 1989. Dr. Zandman is also
a cousin of Mr. Alfred Slaner, co-founder and retired Chairman of the Board
of the Company, whose wife Luella B. Slaner is a director.
Robert A. Freece has been a Director of the Company since 1972. He was
Vice President, Treasurer and Chief Financial Officer of the Company from
1972 until 1994, and has been Senior Vice President since May 1994.
Richard N. Grubb has been a Director, Vice President, Treasurer and
Chief Financial Officer of the Company since May 1994. Mr. Grubb has been
associated with the Company in various capacities since 1972. He is a
Certified Public Accountant who was previously engaged in private practice.
Abraham Inbar has been a Vice President of the Company since June 1994.
Mr. Inbar has been the President of Vishay Israel Ltd., a subsidiary of the
Company, since May 1994. Mr. Inbar was Senior Vice President and General
Manager of Vishay Israel Ltd. from 1992 to 1994. Previously, Mr. Inbar was
Vice President - Operations for Vishay Israel Ltd. He has been employed by
the Company since 1973.
<PAGE>
<PAGE> 32
Henry V. Landau has been a Vice President of the Company since 1983. Mr.
Landau has been the President and Chief Executive Officer of Measurements
Group, Inc., a subsidiary of the Company, since July 1984. Mr. Landau served
as a Director of the Company from 1987 to 1993. Mr. Landau was an Executive
Vice President of Measurements Group, Inc. from 1981 to 1984 and has been
employed by the Company since 1972.
William J. Spires has been a Vice President and Secretary of the Company
since 1981. Mr. Spires has been Vice President - Industrial Relations since
1980 and has been employed by the Company since 1970.
Avi D. Eden is an attorney in private practice, has been a Director of
the Company since 1987 and has provided legal services to the Company on a
continuing basis since 1973.
Dr. Edward B. Shils has been a Director of the Company since 1981. Dr.
Shils is a Director of Wharton Entrepreneurial Center and a George W. Taylor
Professor Emeritus of Entrepreneurial Studies at the Wharton School,
University of Pennsylvania. Dr. Shils is also a Director of Conston Corp.
Luella B. Slaner has been a Director since 1989. Mrs. Slaner is the wife
of Alfred Slaner and a co-trustee with Mr. Slaner of a revocable trust
created by Mr. Slaner by agreement dated January 15, 1987. See "Description
of Capital Stock." Mrs. Slaner's husband is a cousin of Dr. Zandman.
Guy Brana has been a Director of the Company since 1988. He is the
executive vice president of the French Employers' Manufacturing Association.
Jean-Claude Tine has been a Director of the Company since 1988 and is
the former Chairman of the Board of Sfernice, a subsidiary of the Company.
Donald G. Alfson has been a Director of the Company since May 1992 and
the President of Vishay Electronic Components, U.S. and Asia, and Dale since
April 1992. Mr. Alfson has been employed by the Company since 1972.
Dr. Gerald Paul has served as a Director of the Company since May 1993
and President of Vishay Electronic Components, Europe since January 1994.
Dr. Paul has been Managing Director of Draloric Electronic GmbH since
January 1991. Dr. Paul has been employed by the Company since February 1978.
Mark I. Solomon has served as a Director of the Company since May 1993.
He has been the Chairman of CMS Companies for more than the past five years.
<PAGE>
<PAGE> 33
DESCRIPTION OF CAPITAL STOCK
The aggregate number of shares of capital stock which the Company has
authority to issue is 51,000,000 shares: 1,000,000 shares of Preferred
Stock, par value $1.00 per share, 35,000,000 shares of common stock, par
value $.10 per share (the "Common Stock"), and 15,000,000 shares of Class
B Common Stock, par value $.10 per share (the "Class B Common Stock"). No
shares of Preferred Stock have been issued. At July 8, 1994, there were
18,539,168 shares of Common Stock and 3,753,711 shares of Class B Common
Stock outstanding.
Holders of Common Stock and Class B Common Stock are entitled to
receive, and share ratably on a per share basis, after any required payment
on shares of Preferred Stock then outstanding, in such dividends and other
distributions of cash, stock or property of the Company as may be declared
by the Board of Directors from time to time out of assets legally available
therefor, and in distributions upon liquidation of the Company. In the event
of a stock dividend or stock split, holders of Common Stock will receive
shares of Common Stock and holders of Class B Common Stock will receive
shares of Class B Common Stock. Neither the Common Stock nor the Class B
Common Stock may be split, divided or combined unless the other is split,
divided or combined equally.
The Common Stock and the Class B Common Stock vote together as one class
on all matters subject to stockholder approval, except that the approval of
the holders of Common Stock and of Class B Common Stock, each voting
separately as a class, is required to authorize issuances of additional
shares of Class B Common Stock other than in connection with stock splits
and stock dividends.
The holders of Common Stock are entitled to one vote for each share
held. Holders of Class B Common Stock are entitled to 10 votes for each
share held. Since the Class B Common Stock carries additional voting rights,
the holders of Class B Common Stock will be able to cause the election of
their nominees as directors of the Company. The existence of the Class B
Common Stock may make the Company less attractive as a target for a takeover
proposal and may render more difficult or discourage a merger proposal or
proxy contest for the removal of the incumbent directors, even if such
actions were favored by the stockholders of the Company other than the
holders of the Class B Common Stock. Accordingly, the existence of the Class
B Common Stock may deprive the holders of Common Stock of an opportunity
they might otherwise have to sell their shares at a premium over the
prevailing market price in connection with a merger or acquisition. Under
Delaware law and the Company's Certificate of Incorporation, the approval by
a majority of the votes of the outstanding shares of stock of the Company
entitled to vote is required in order to consummate certain major corporate
transactions, such as a merger or a sale of substantially all assets of the
Company. Upon the consummation of this offering, Dr. Zandman, together with
Mr. Alfred Slaner and Mrs. Luella Slaner as co-trustees (the "Slaner
Trustees") under a revocable trust created by Mr. Slaner under an agreement
dated January 15, 1987, will continue to control the Company and will hold a
sufficient number of shares of Class B Common Stock and Common Stock to
approve or disapprove any such transaction regardless of how other shares of
the Company's capital stock are voted. See "Principal Stockholders."
<PAGE>
<PAGE> 34
Shares of Class B Common Stock are convertible into shares of Common
Stock on a one-to-one basis at any time at the option of the holder thereof.
The Class B Common Stock is not transferable except to the holder's spouse,
certain of such holder's relatives, certain trusts established for their
benefit, corporations and partnerships beneficially owned and controlled by
such holder, charitable organizations and such holder's estate. Upon any
transfer made in violation of those restrictions, shares of Class B Common
Stock will be automatically converted into shares of Common Stock on a
one-for-one basis.
Neither the holders of Common Stock nor the holders of Class B Common
Stock have any preemptive rights to subscribe for additional shares of
capital stock of the Company.
The Common Stock is listed on the New York Stock Exchange. There is no
public market for shares of Company's Class B Common Stock. All outstanding
shares of Common Stock and Class B Common Stock are, and upon issuance, the
shares of Common Stock to be sold hereunder will be, validly issued, fully
paid and nonassessable.
The Company furnishes to its stockholders annual reports containing
financial statements certified by an independent public accounting firm. In
addition, the Company furnishes to its stockholders quarterly reports
containing unaudited financial information for each of the first three
quarters of each year.
American Stock Transfer & Trust Company is the transfer agent and
registrar of the Company's Common Stock and Class B Common Stock.
PRINCIPAL STOCKHOLDERS
Dr. Felix Zandman and the Slaner Trustees control a majority of the
voting power of the Company. At July 15, 1994, the Slaner Trustees owned
1,481,738 shares of Common Stock, or 8% of the shares of Common Stock
outstanding, and 1,482,479 shares of the Class B Common Stock or 39% of the
shares of Class B Common Stock outstanding, which represented a combined
total of 29% of the voting power of the Company as of that date. At July 15,
1994, Dr. Zandman owned 27,344 shares of Common Stock, or .2% of the shares
of Common Stock outstanding, and 2,028,631 shares of Class B Common Stock,
or 54% of the shares of Class B Common Stock outstanding, which represented
a combined total of 36% of the Company's voting power as of that date. See
"Description of Capital Stock."
CERTAIN UNITED STATES TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS OF COMMON STOCK
General
The following is a general discussion of all material United States
federal income and estate tax consequences of the ownership and disposition
of Common Stock by a holder who is not a United States person (a "Non-U.S.
Holder"). For this purpose, the term "Non-U.S. Holder" is defined as any
person who is, as to the United States, a foreign corporation, a
non-resident alien individual, a non-resident fiduciary of a foreign estate
or trust, or a foreign partnership one or more of the members of which is,
for United States federal income tax purposes, a foreign corporation, a
<PAGE>
<PAGE> 35
non-resident alien, a non-resident individual or a non-resident fiduciary of
a foreign estate or trust. This discussion does not address all aspects of
United States federal income and estate taxes and does not deal with
foreign, state and local consequences that may be relevant to such Non-U.S.
Holders in light of their personal circumstances. Furthermore, this
discussion is based on current provisions of the Internal Revenue Code of
1986, as amended (the "Code"), existing and proposed regulations
promulgated thereunder and administrative and judicial interpretations
thereof, all of which are subject to change. Each prospective purchaser of
Common Stock is advised to consult a tax advisor with respect to current and
possible future tax consequences of acquiring, holding and disposing of
Common Stock.
An individual may, subject to certain exceptions, be deemed to be a
resident alien (as opposed to a non-resident alien) by virtue of being
present in the United States on at least 31 days in the calendar year and
for an aggregate of at least 183 days during a three-year period ending in
the current calendar year (counting for such purposes all of the days
present in the current year, one-third of the days present in the
immediately preceding year, and one-sixth of the days present in the second
preceding year). Resident aliens are subject to United States federal tax as
if they were United States citizens and residents.
Dividends
The Company does not currently pay cash dividends on its capital stock.
See "Dividend Policy." In the event, however, that the Company pays cash
dividends in the future, such dividends paid to a Non-U.S. Holder of Common
Stock will be subject to withholding of United States federal income tax at
a 30% rate or such lower rate as may be specified by an applicable income
tax treaty, unless the dividends are effectively connected with the conduct
of a trade or business of the Non-U.S. Holder within the United States. If
the dividend is effectively connected with the conduct of a trade or
business of the Non-U.S. Holder within the United States, the dividend would
be subject to United States federal income tax on a net income basis at
applicable graduated individual or corporate rates and would be exempt from
the 30% withholding tax described above. Any such effectively connected
dividends received by a foreign corporation may, under certain
circumstances, be subject to an additional "branch profits tax" at a 30%
rate or such lower rate as may be specified by an applicable income tax
treaty.
Under current United States Treasury regulations, dividends paid to an
address outside the United States are presumed to be paid to a resident of
such country for purposes of the withholding discussed above and, under the
current interpretation of United States Treasury regulations, for purposes
of determining the applicability of a tax treaty rate. Under proposed United
States Treasury regulations not currently in effect, however, a Non-U.S.
Holder of Common Stock who wishes to claim the benefit of an applicable
treaty rate would be required to satisfy applicable certification and other
requirements. Certain certification and disclosure requirements must be
complied with in order to be exempt from withholding under the effectively
connected income exemption discussed above.
<PAGE>
<PAGE> 36
A Non-U.S. Holder of Common Stock eligible for a reduced rate of United
States withholding tax pursuant to a tax treaty may obtain a refund of any
excess amounts currently withheld by filing an appropriate claim for refund
with the United States Internal Revenue Service (the "Service").
Gain on Disposition of Common Stock
A Non-U.S. Holder generally will not be subject to United States federal
income tax (and generally no tax will be withheld) with respect to gain
recognized on a sale or other disposition of Common Stock unless (i) the
gain is effectively connected with a trade or business of the Non-U.S.
Holder in the United States, (ii) in the case of a Non-U.S. Holder who is an
individual and holds the Common Stock as a capital asset, such holder is
present in the United States for 183 or more days in the taxable year of the
sale or other disposition and certain other conditions are met or (iii) the
Company is or has been a "U.S. real property holding corporation" for
United States federal income tax purposes. The Company is not and does not
anticipate becoming a "U.S. real property holding corporation" for United
States federal income tax purposes.
If an individual Non-U.S. Holder falls under clause (i) above, he will
be taxed on his net gain derived from the sale under regular graduated
United States federal income tax rates. If the individual falls under clause
(ii) above, he will be subject to a flat 30% tax on the gain derived from
the sale which may be offset by United States capital losses
(notwithstanding the fact that he is not considered a resident of the United
States). Thus, Non-U.S. Holders who have spent 183 days or more in the
United States in the taxable year in which they contemplate a sale of the
Common Stock are urged to consult their tax advisors as to the tax
consequences of such sale.
If the Non-U.S. Holder that is a foreign corporation falls under clause
(i) above, it will be taxed on its gain on a net income basis at applicable
graduated corporate rates and, in addition, be subject to the branch profits
tax equal to 30% of its "effectively connected earnings and profits"
within the meaning of the Code for the taxable year, as adjusted for certain
items, unless it qualifies for a lower rate under an applicable income tax
treaty.
Federal Estate Taxes
Common Stock owned, or treated as owned, by a non-resident alien
individual (as specifically determined for United States federal estate tax
purposes) at the time of death will be included in such holder's gross
estate for United States federal estate tax purposes, unless an applicable
estate tax treaty provides otherwise.
United States Information Reporting and Backup Withholding Tax
The Company must report annually to the Service and to each Non-U.S.
Holder the amount of dividends paid to such holder and the tax withheld with
respect to such dividends. These information reporting requirements apply
regardless of whether withholding is required. Copies of the information
returns reporting such dividends and withholding may also be made available
to the tax authorities in the country in which the Non-U.S. Holder resides
under the provisions of an applicable income tax treaty.
<PAGE>
<PAGE> 37
United States backup withholding tax (which generally is a withholding
tax imposed at the rate of 31% on certain payments to persons that fail to
furnish certain information under the United States information reporting
requirements) generally will not apply to (a) the payment of dividends paid
on Common Stock to a Non-U.S. Holder at an address outside the United States
or (b) the payment of the proceeds of the sale of Common Stock to or through
the foreign office of a broker. In the case of the payment of proceeds from
such a sale of Common Stock through a foreign office of a broker that is a
United States person or a "U.S. related person," however, information
reporting (but not backup withholding) is required with respect to the
payment unless the broker has documentary evidence in its files that the
owner is a Non-U.S. Holder and certain other requirements are met or the
holder otherwise establishes an exemption. For this purpose, a "U.S.
related person" is (i) a "controlled foreign corporation" for United
States federal income tax purposes, or (ii) a foreign person 50% or more of
whose gross income from all sources for the three-year period ending with
the close of its taxable year preceding the payment (or for such part of the
period that the broker has been in existence) is derived from activities
that are effectively connected with the conduct of a United States trade or
business. The payment of the proceeds of a sale of shares of Common Stock to
or through a Unired States office of a broker is subject to information
reporting and possible backup withholding unless the owner certifies its
non-United States status under penalties of perjury or otherwise establishes
an exemption. Any amounts withheld under the backup withholding rules from a
payment to a Non-U.S. Holder will be allowed as a refund or a credit against
such Non-U.S. Holder's United States federal income tax liability, provided
that the required information is furnished to the Service.
These information reporting and backup withholding rules are under
review by the United States Treasury, and their application to the Common
Stock could be changed prospectively by future regulations.
THE FOREGOING DISCUSSION IS INCLUDED FOR GENERAL INFORMATION ONLY.
ACCORDINGLY, EACH PROSPECTIVE PURCHASER IS URGED TO CONSULT WITH HIS TAX
ADVISOR WITH RESPECT TO THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF
THE OWNERSHIP AND DISPOSITION OF COMMON STOCK, INCLUDING THE APPLICATION AND
EFFECT OF THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING
JURISDICTION.
<PAGE>
<PAGE> 38
UNDERWRITING
The underwriters of the U.S. Offering named below (the "U.S.
Underwriters"), for whom Bear, Stearns & Co. Inc., Donaldson, Lufkin &
Jenrette Securities Corporation, Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Salomon Brothers Inc are acting as
representatives, have severally agreed with the Company, subject to the
terms and conditions of the U.S. Underwriting Agreement (the form of which
has been filed as an exhibit to the Registration Statement of which this
Prospectus is a part), to purchase from the Company the aggregate number of
U.S. Shares set forth opposite their respective names below:
Number of
Name of U.S. Underwriter U.S. Shares
------------------------ -----------
Bear, Stearns & Co. Inc. ..............................
Donaldson, Lufkin & Jenrette Securities Corporation....
Lehman Brothers Inc. ..................................
Merrill Lynch, Pierce, Fenner & Smith, Incorporated....
Salomon Brothers Inc ..................................
---------
Total .............................................. 2,200,000
=========
The Managers of the concurrent International Offering named below (the
"Managers"), for whom Bear, Stearns International Limited, Donaldson,
Lufkin & Jenrette Securities Corporation, Lehman Brothers International
(Europe), Merrill Lynch International Limited and Salomon Brothers
International Limited are acting as lead Managers, have severally agreed
with the Company, subject to the terms and conditions of the International
Underwriting Agreement (the form of which has been filed as an exhibit to
the Registration Statement of which this Prospectus is a part), to subscribe
and pay for the aggregate number of International Shares set forth opposite
their respective names below:
Number of
Name of Manager International Shares
--------------- --------------------
Bear, Stearns International Limited....................
Donaldson, Lufkin & Jenrette Securities Corporation....
Lehman Brothers International (Europe).................
Merrill Lynch International Limited ...................
Salomon Brothers International Limited.................
-------
Total ............................................. 550,000
=======
The nature of the respective obligations of the U.S. Underwriters and
the Managers is such that all of the U.S. Shares and all of the
International Shares must be purchased if any are purchased. Those
obligations are subject, however, to various conditions, including the
approval of certain matters by counsel. The Company has agreed to indemnify
the U.S. Underwriters and the Managers against certain liabilities,
including liabilities under the Act, and, where such indemnification is
unavailable, to contribute to payments that the U.S. Underwriters and the
Managers may be required to make in respect of such liabilities.
<PAGE>
<PAGE> 39
The Company has been advised that the U.S. Underwriters propose to offer
the U.S. Shares in the United States and Canada and the Managers propose to
offer the International Shares outside the United States and Canada,
initially at the public offering price set forth on the cover page of this
Prospectus and to certain selected dealers at such price less a concession
not to exceed $0. ---- per share; that the U.S. Underwriters and the Managers
may allow, and such selected dealers may reallow, a concession to certain
other dealers not to exceed $0. ---- per share; and that after the commencement
of the Offering, the public offering price and the concessions may be
changed.
The Company has granted the U.S. Underwriters and the Managers options
to purchase in the aggregate up to 412,500 additional shares of Common Stock
solely to cover over-allotments, if any. The options may be exercised in
whole or in part at any time within 30 days after the date of this
Prospectus. To the extent the options are exercised, the U.S. Underwriters
and the Managers will be severally committed, subject to certain conditions,
to purchase the additional shares in proportion to their respective purchase
commitments as indicated in the preceding tables.
Pursuant to an agreement between the U.S. Underwriters and the Managers
(the "Agreement Between"), each U.S. Underwriter has agreed that, as part
of the distribution of the U.S. Shares and subject to certain exceptions,
(a) it is not purchasing any U.S. Shares for the account of anyone other
than a U.S. or Canadian Person (as defined below) and (b) it has not offered
or sold, and will not offer, sell, resell or deliver, directly or
indirectly, any U.S. Shares or distribute any prospectus relating to the
U.S. Offering outside the United States or Canada or to anyone other than a
U.S. or Canadian Person or a dealer who similarly agrees. Similarly,
pursuant to the Agreement Between, each Manager has agreed that, as part of
the distribution of the International Shares and subject to certain
exceptions, (a) it is not purchasing any of the International Shares for the
account of any U.S. or Canadian Person and (b) it has not offered or sold,
and will not offer, sell, resell or deliver, directly or indirectly, any of
the International Shares or distribute any prospectus relating to the
International Offering in the United States or Canada or to any U.S. or
Canadian Person or a dealer who does not similarly agree. As used herein,
"U.S. or Canadian Person" means any resident or citizen of the United
States or Canada, any corporation, pension, profit sharing or other trust,
or other entity organized under or governed by the laws of the United States
or Canada or of any political subdivision thereof (other than the foreign
branch of any U.S. or Canadian Person), any estate or trust, the income of
which is subject to United States or Canadian federal income taxation
regardless of the source of its income, and any United States or Canadian
branch of a person other than a U.S. or Canadian Person. The term "United
States" means the United States of America, its territories, its
possessions and other area subject to its jurisdiction; and "Canada" means
the provinces of Canada, its territories, its possessions and other areas
subject to its jurisdiction.
Pursuant to the Agreement Between, sales may be made between the U.S.
Underwriters and the Managers of such number of shares of Common Stock as
may be mutually agreed upon. The price of any shares so sold shall be the
public offering price as then in effect for the Common Stock being sold by
the U.S. Underwriters and the Managers, less an amount not greater than the
selling concession allocable to such Common Stock. To the extent that there
<PAGE>
<PAGE> 40
are sales between the U.S. Underwriters and the Managers pursuant to the
Agreement Between, the number of shares initially available for sale by the
U.S. Underwriters or by the Managers may be more or less than the amount
specified on the cover page of this Prospectus.
Each U.S. Underwriter and each Manager has represented and agreed that
(i) it has not offered or sold, and will not offer or sell, in the United
Kingdom by means of any document, any shares of Common Stock other than to
persons whose ordinary business it is to buy or sell shares or debentures,
whether as principal or agent (except under circumstances which do not
constitute an offer to the public within the meaning of the Companies Act
1985 of Great Britain); (ii) it has complied and will comply with applicable
provisions of the Financial Services Act 1986 with respect to anything done
by it in relation to the Common Stock in, from or otherwise involving the
United Kingdom, and (iii) it has only issued or passed on, and will only
issue or pass on to any person in the United Kingdom, any documents received
by it in connection with the issue of Common Stock if that person is of a
kind described in Article 9(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1988 (as amended) or in other
circumstances exempted from the restrictions on advertising in the Financial
Services Act 1986.
Purchasers of the shares offered hereby may be required to pay stamp
taxes and other charges in accordance with the laws and practices of the
country of purchase in addition to the initial public offering price set
forth on the cover page hereof.
The Company and its principal stockholders have agreed that, for a
period of 90 days after the date of this Prospectus, they will not, without
the prior written consent of the Representatives, sell, offer to sell or
otherwise dispose of any shares (or securities convertible into or
exercisable for shares) of Common Stock or Class B Common Stock, other than
the sale of the shares offered hereby, the issuance of shares of Common
Stock upon the exercise of employee stock options, the grant of such options
and the conversion of outstanding shares of Class B Common Stock into shares
of Common Stock.
From time to time in recent years, Bear, Stearns & Co. Inc. ("Bear
Stearns"), Lehman Brothers Inc. and Salomon Brothers Inc ("Salomon") have
performed various investment banking and other financial advisory services
for the Company for which they have received customary compensation. Such
services included, in the case of Bear Stearns, acting as a financial
advisor to the Company in 1994 in connection with long-term financial
planning, in the case of Bear Stearns and Salomon, acting as co-managing
underwriters for the public offering of shares of the Company's Common Stock
in August 1990 and as standby purchasers in connection with the Company's
call of the Debentures for redemption in September 1992, and, in the case of
all three firms, acting as co-managing underwriters for the public offering
of the Company's Common Stock in December 1992. In addition, Merrill Lynch,
Pierce, Fenner & Smith Incorporated acted as financial advisor to Thomas &
Betts Corporation in connection with the sale of Vitramon to the Company,
for which it received customary compensation.
<PAGE>
PAGE> 41
NOTICE TO CANADIAN RESIDENTS
Resale Restrictions
The distribution of the Common Stock in Canada is being made only on a
private placement basis exempt from the requirement that the Company prepare
and file a prospectus with the securities regulatory authorities in each
province where trades of Common Stock are effected. Accordingly, any resale
of the Common Stock in Canada must be made in accordance with applicable
securities laws which will vary depending on the relevant jurisdiction, and
which may require resales to be made in accordance with available statutory
exemptions or pursuant to a discretionary exemption granted by the
applicable Canadian securities regulatory authority. Purchasers are advised
to seek legal advice prior to any resale of the Common Stock.
Representations of Purchasers
Confirmations of the acceptance of offers to purchase shares of Common
Stock will be sent to Canadian residents to whom this Prospectus has been
sent and who have not withdrawn their offers to purchase prior to the
issuance of such confirmations. Each purchaser of Common Stock in Canada who
receives a purchase confirmation will be deemed to represent to the Company
and the dealer from whom such purchase confirmation is received that (i)
such purchaser is entitled under applicable provincial securities laws to
purchase such Common Stock without the benefit of a prospectus qualified
under such securities laws, (ii) where required by law, such purchaser is
purchasing as principal and not as agent and (iii) such purchaser has
reviewed the text above under "Notice to Canadian Residents - Resale
Restrictions."
Notice to Ontario Residents
The Common Stock offered hereby is being issued by a foreign issuer and
Ontario purchasers will not receive the contractual right of action
prescribed by Section 32 of the Regulation under the Securities Act
(Ontario). As a result, Ontario purchasers must rely on other remedies that
may be available, including common law rights of action for damages or
rescission or rights of action under the civil liability provisions of the
U.S. federal securities laws.
All of the Company's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be
possible for Ontario purchasers to effect service of process within Canada
upon the Company or such persons. All or a substantial portion of the assets
of the Company and such persons may be located outside of Canada and, as a
result, it may not be possible to satisfy a judgment against the Company or
such persons in Canada or to enforce a judgment obtained in Canadian courts
against the Company or persons outside of Canada.
Notice to British Columbia Residents
A purchaser of Common Stock to whom the Securities Act (British
Columbia) applies is advised that such purchaser is required to file with
the British Columbia Securities Commission a report within ten days of the
sale of any Common Stock acquired by such purchaser pursuant to this
offering. Such report must be in the form attached to British Columbia
<PAGE>
<PAGE> 42
Securities Commission Blanket Order BOR #88/5, a copy of which may be
obtained from the Company. Only one such report must be filed in respect of
Common Stock acquired on the same date under the same prospectus exemption.
Notice to Nova Scotia Residents
The Securities Act (Nova Scotia) provides that where a Canadian offering
document, together with any amendments thereto, contains a
misrepresentation, a purchaser who purchases securities shall be deemed to
have relied on such misrepresentation if it was a misrepresentation at the
time of purchase and has a right of action for damages against the seller of
the securities or he may elect to exercise the right of rescission against
the seller, in which case he shall have no right of action for damages
against the seller, provided that:
(a) the seller will not be liabile if the seller proves that the
purchaser purchased the securities with knowledge of the
misrepresentation;
(b) in an action for damages the seller will not be liable for all or
any portion of such damages that the seller proves do not represent
the depreciation in value of the security as a result of the
misrepresentation relied upon;
(c) in no case shall the amount recoverable pursuant to the right of
action exceed the price at which the securities were offered; and
(d) the action for rescission or damages conferred by the Securities Act
(Nova Scotia) is in addition to and without derogation from any
other rights the purchaser may have at law;
but no action to enforce these rights may be commenced:
(i) in the case of an action for rescission, 180 days after the date
of the transaction that gave rise to the cause of action; or
(ii) in the case of an action for damages, the earlier of:
(1) 180 days after the purchaser first had knowledge of the
facts giving rise to the cause of action; or
(2) three years after the date of the transaction that gave
rise to the cause of action.
Language of Documents
All Canadian purchasers of shares of Common Stock acknowledge that all
documents evidencing or relating in any way to the sale of such shares will
be drawn in the English language only. Vous reconnaissez par les presentes
que c'est votre volente express que tous les documents faisant foi ou se
rapportant de quelque maniere a la vente des mobilieres rediges en anglais
seulement.
<PAGE>
<PAGE> 43
EXPERTS
The consolidated financial statements of Vishay Intertechnology, Inc.,
appearing in the Company's Annual Report (Form 10-K) for the year ended
December 31, 1993, have been audited by Ernst & Young, independent auditors,
as set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
The combined financial statements of Vitramon, Incorporated and Vitramon
Limited (U.K.) as of and for the years ended January 1, 1994 and January 2,
1993 have been incorporated by reference herein in reliance upon the report
of KPMG Peat Marwick, independent certified public accountants, incorporated
by reference herein and upon the authority of said firm as experts in
accounting and auditing.
LEGAL MATTERS
The legality of the Common Stock offered hereby is being passed upon for
the Company by Kramer, Levin, Naftalis, Nessen, Kamin & Frankel, New York,
New York. Certain legal matters will be passed upon for the U.S.
Underwriters and Managers by Weil, Gotshal and Manges (a partnership
including professional corporations), New York, New York.
<PAGE>
<PAGE> 44
(THIS PAGE INTENTIONALLY LEFT BLANK)
<PAGE>
<PAGE> 45
INDEX TO PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Pro Forma Condensed Consolidated Financial Statements of
Vishay Intertechnology, Inc. and Vitramon (Unaudited).............. F-2
Pro Forma Condensed Consolidated Balance Sheet as of March 31, 1994.. F-3
Pro Forma Condensed Consolidated Statement of Operations for the Year
Ended December 31, 1993............................................ F-4
Pro Forma Condensed Consolidated Statement of Operations for the
Three Months Ended March 31, 1994.................................. F-5
Notes to Pro Forma Condensed Consolidated Financial Statements....... F-6
<PAGE>
<PAGE> 46
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
VISHAY INTERTECHNOLOGY, INC.
AND
VITRAMON
(Unaudited)
The following pro forma condensed consolidated balance sheet (unaudited)
as of March 31, 1994 and pro forma condensed consolidated statements of
operations (unaudited) for the year ended December 31, 1993 and the three
months ended March 31, 1994 give effect to (i) Vishay's acquisition of all
of the capital stock of Vitramon from Thomas & Betts Corporation and (ii)
the sale by Vishay of 2,750,000 shares of Common Stock pursuant to a
contemplated public offering (assuming a public offering price of $42.50 per
share based on the closing market price of the Common Stock on July 14,
1994) and the use of such proceeds to fund the prepayment of the Bridge
Facility and reduce revolving credit borrowings. The pro forma condensed
consolidated statements of operations for the year ended December 31, 1993
and the three months ended March 31, 1994, present the results of operations
of Vishay as if both of the above mentioned transactions were consummated as
of January 1, 1993. The pro forma information is based on the historical
financial statements of Vishay and Vitramon, giving effect to the
acquisition under the purchase method of accounting and the assumptions and
adjustments set forth in the accompanying notes.
These pro forma condensed consolidated financial statements have been
prepared by Vishay's management based upon the audited combined financial
statements of Vitramon for the year ended January 1, 1994 and the unaudited
combined interim financial statements of Vitramon as of and for the quarter
ended April 2, 1994. These pro forma financial statements may not be
indicative of the results that actually would have occurred if Vishay had
acquired all of the capital stock of Vitramon on the dates indicated or
those that may be obtained in the future. The pro forma financial statements
should be read in conjunction with the consolidated financial statements of
Vishay included in Vishay's Annual Report on Form 10-K for the year ended
December 31, 1993 and Vishay's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994, and the combined financial statements of Vitramon for
the year ended January 1, 1994 and as of and for the quarter ended April 2,
1994, incorporated by reference herein.
<PAGE>
<PAG> 47
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, 1994 April 2, 1994 March 31,
As Reported As Reported Pro Forma 1994
Vishay Vitramon Adjustments Pro Forma
------ -------- ----------- ---------
(In thousands)
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents....................... $ 19,155 $ 14,589 $ 33,744
Accounts receivable............................. 151,297 17,020 168,317
Inventories .................................... 226,468 20,077 246,545
Other current assets............................ 38,241 2,707 ($2,090)(C) 38,858
---------- -------- --------- ----------
Total Current Assets........................ 435,161 54,393 (2,090) 487,464
Property and equipment.......................... 433,568 44,711 10,000 (C) 488,279
Goodwill ....................................... 120,695 105,718 (C) 226,413
Other assets ................................... 14,266 949 5,250 (C) 22,365
1,900 (C)
---------- -------- --------- ----------
$1,003,690 $100,053 $ 120,778 $1,224,521
========== ======== ========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts and notes payable ..................... $ 86,202 $ 24,605 ($18,000)(C) $ 92,807
Other current liabilities....................... 91,610 20,280 (10,530)(C) 101,360
Current portion of long-term debt .............. 30,543 1,909 (1,909)(C) 30,543
---------- -------- --------- ----------
Total Current Liabilities .................. 208,355 46,794 (30,439) 224,710
Long-term debt ................................. 285,475 13,790 186,700 (A) 360,800
(111,375)(B)
(13,790)(C)
Other non-current liabilities .................. 116,722 2,819 15,000 (C) 134,498
(43)(C)
Stockholders' equity Common stock .............. 2,123 234 275 (B) 2,398
(234)(C)
Other stockholders' equity ..................... 391,015 36,416 111,100 (B) 502,115
(36,416)(C)
---------- -------- --------- ----------
$1,003,690 $100,053 $ 120,778 $1,224,521
========== ======== ========= ==========
</TABLE>
See notes to pro forma condensed consolidated financial statements.
<PAGE>
<PAGE> 48
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Year ended Year ended Year Ended
December 31, 1993 January 1, 1994 Pro Forma December 31,
As Reported As Reported Adjustments 1993
Vishay Vitramon - Note D Pro Forma
------ -------- -------- ---------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Net sales ...................................... $856,272 $118,394 $974,666
Costs of products sold.......................... 663,239 81,512 ($4,253)(2) 740,498
-------- -------- ------- --------
Gross profit.................................... 193,033 36,882 4,253 234,168
Selling, general, and administrative
expenses ..................................... 118,906 24,136 (5,783)(5) 137,530
271 (6)
Restructuring expenses.......................... 6,659 6,659
Unusual items .................................. (7,221) (7,221)
-------- -------- ------- --------
Operating income ............................... 74,689 12,746 9,765 97,200
Other income (expense):
Interest expense............................... (20,624) (3,229) (4,142)(1) (24,766)
3,229 (3)
Goodwill amortization.......................... (3,294) (2,643)(4) (5,937)
Other ......................................... 123 (84) 39
-------- -------- ------- --------
(23,795) (3,313) (3,556) (30,664)
-------- -------- ------- --------
Earnings before income taxes and
cumulative effect of accounting change........ 50,894 9,433 6,209 66,536
Income taxes ................................... 8,246 4,773 2,173 (7) 15,192
-------- -------- ------- --------
Earnings before cumulative effect of
accounting change ............................ 42,648 4,660 4,036 51,344
Cumulative effect of accounting change for
income taxes ................................. 1,427 1,427
-------- -------- ------- --------
Net earnings ................................... $ 44,075 $ 4,660 $ 4,036 $ 52,771
======== ======== ======== ========
Earnings per share - Note E
Before cumulative effect of accounting
change ....................................... $1.91 $2.05
Accounting change for income taxes ............. $0.07 $0.06
======== ========
Net earnings ................................... $1.98 $2.11
======== ========
Weighted average shares outstanding -
Note E........................................ 22,289 25,039
</TABLE>
See notes to pro forma condensed consolidated financial statements.
<PAGE>
<PAGE> 49
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Three Months Three Months
Ended Ended Ended
March 31, 1994 April 2, 1994 Pro Forma March 31,
As Reported As Reported Adjustments 1994
Vishay Vitramon - Note D Pro Forma
------ -------- -------- ---------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Net sales ...................................... $226,015 $34,575 $260,590
Costs of products sold ......................... 175,215 23,743 ($1,092)(2) 197,866
--------- ------- ------- --------
Gross profit ................................... 50,800 10,832 1,092 62,724
Selling, general, and administrative
expenses ..................................... 30,176 6,528 (1,569)(5) 35,203
68 (6)
--------- ------- ------- --------
Operating income ............................... 20,624 4,304 2,593 27,521
Other income (expense):
Interest expense............................... (5,040) (729) (1,035)(1) (6,075)
729 (3)
Goodwill amortization.......................... (801) (661)(4) (1,462)
Other ......................................... 468 73 541
--------- ------- ------- --------
(5,373) (656) (967) (6,996)
--------- ------- ------- --------
Earnings before income taxes ................... 15,251 3,648 1,626 20,525
Income taxes ................................... 2,593 1,676 569 (7) 4,838
--------- ------- ------- --------
Net earnings.................................... $ 12,658 $ 1,972 $ 1,057 $ 15,687
======== ======= ======== ========
Earnings per share - Note E .................... $0.57 $0.63
======== ========
Weighted average shares outstanding - Note E ... 22,292 25,042
======== ========
</TABLE>
See notes to pro forma condensed consolidated financial statements.
<PAGE>
<PAGE> 50
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Certain financial information has been derived from the combined audited
financial statements and notes thereto of Vitramon for the year ended
January 1, 1994 and from Vitramon's unaudited combined interim financial
statements as of and for the quarter ended April 2, 1994.
(A) Reflects an increase in outstanding indebtedness as a result of the
purchase by Vishay of all of the capital stock of Vitramon from Thomas &
Betts. Assumes additional borrowings of $200,000 (including $100,000 Bridge
Facility) from a syndicate of banks, use of $186,700 of such borrowings to
finance the acquisition and use of $13,300 to reduce revolving credit
borrowings, which results in increased long-term debt of $186,700. Purchase
price and related costs financed through long-term debt:
Purchase price........................................... $184,000
Professional fees and other liabilities.................. 2,700
--------
Total purchase price..................................... $186,700
========
(B) Reflects the assumed receipt of the estimated net proceeds of $111.4
million from the proposed sale by Vishay of 2,750,000 shares of Common Stock
pursuant to a contemplated public offering (assuming a public offering price
of $42.50 per share based on the closing market price of the Common Stock on
July 14, 1994) and the use of such proceeds to fund the prepayment of the
$100,000 Bridge Facility and to reduce revolving credit borrowings.
Increase
(Decrease)
----------
Long-term debt......................................... $(111,375)
Common stock........................................... 275
Other stockholders' equity ............................ 111,100
(C) Under purchase accounting, Vitramon's assets and liabilities are
required to be adjusted from historical amounts to their estimated fair
values. Purchase accounting adjustments have been preliminarily estimated by
Vishay's management based upon available information and are believed by
management to be reasonable. There can be no assurance, however, that the
estimated adjustments represent the final purchase accounting adjustments
that will ultimately be determined by Vishay. The following pro forma
adjustments have been made to reflect the estimated fair values of the
assets and liabilities of Vitramon as of March 31, 1994 and to eliminate
assets and liabilities which were retained by Thomas & Betts under the terms
of the purchase agreement.
<PAGE>
<PAGE> 51
Net Assets
-------------------
Increase (Decrease)
As reported by Vitramon:
Common Stock............................................... $ 234
Other stockholders' equity................................. 36,416
--------
36,650
Fair value adjustments:
Property and equipment .................................... 10,000
Estimated Vitramon restructuring costs..................... (15,000)
Deferred income taxes
Other current assets .................................. (2,090)
Other assets........................................... 5,250
Other non-current liabilities.......................... 43
Assets and liabilities retained by Thomas & Betts:
Accounts and notes payable............................. 18,000
Other current liabilities ............................. 10,530
Current portion of long-term debt...................... 1,909
Long-term debt ....................................... 13,790
Deferred bank costs ....................................... 1,900
Cost in excess of net assets of company acquired ......... 105,718
--------
Total purchase price....................................... $186,700
========
(D) For purposes of determining the pro forma effect of the Vitramon
acquisition on the Vishay consolidated statement of operations, the
following estimated pro forma adjustments have been made:
<TABLE>
<CAPTION>
Increase (Decrease) Income
--------------------------------
Year Ended Three Months Ended
12/31/93 3/31/94
---------- -------------------
<S> <C> <C>
1. Interest expense on net additional variable rate long-term debt
of $75,300 at a 5.5% assumed rate.............................. $(4,142) $(1,035)
2. Decrease in depreciation resulting from adjustments to fair
value of property, plant and equipment and the establishment by
Vishay of estimated remaining useful lives .................... 4,253 1,092
3. Elimination of Vitramon's interest expense relating to debt not
assumed by Vishay.............................................. 3,229 729
4. Amortization of cost in excess of net assets acquired
(goodwill) over a forty-year period............................ (2,643) (661)
5. Elimination of Vitramon's management charges from parent....... 5,783 1,569
6. Amortization of deferred bank costs over a seven-year period... (271) (68)
7. Income tax expense applicable to adjustments at a 35% assumed
rate........................................................... (2,173) (569)
------- -------
$ 4,036 $ 1,057
======= =======
</TABLE>
<PAGE>
<PAGE> 52
Vitramon's management charges from parent noted above represent services
provided by Thomas & Betts for general management, accounting, internal
audit, cash management, risk management, human resources, legal and tax
services. These costs have been eliminated as Vishay's current organization
is structured to provide these management services without incurring
significant additional costs.
(E) Earnings per share for the year ended December 31, 1993 and the
three months ended March 31, 1994 were computed as follows (in thousands,
except earnings per share data):
<TABLE>
<CAPTION>
Year Ended Three Months Ended
12/31/93 3/31/94
-------- -------
<S> <C> <C>
Weighted average number of common shares outstanding.............. 22,289 22,292
Contemplated issuance of common stock ............................ 2,750 2,750
------- -------
Total............................................................. 25,039 25,042
======= =======
Pro forma net earnings ........................................... $52,771 $15,687
======= =======
Pro forma net earnings per share.................................. $ 2.11 $ 0.63
======= =======
</TABLE>
<PAGE>
<PAGE> 53
<TABLE>
<CAPTION>
<S> <C>
====================================================== ======================================================
No dealer, salesman, or other person has been
authorized to give any information or to make any
representation not contained in or incorporated by 2,750,000 SHARES
reference in this Prospectus in connection with the
offer contained herein and, if given or made, such
other information or representation must not be relied
upon as having been authorized by the Company, any VISHAY
Underwriter or any other person. This Prospectus does INTERTECHNOLOGY, INC.
not constitute an offer to sell or a solicitation of
an offer to buy, any securities other than the
registered securities to which it relates, or an offer
to sell or a solicitation of an offer to buy, to COMMON STOCK
anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person
making such offer or solicitation is not qualified to
do so, or to anyone to whom it is unlawful to make
such offer or solicitation. Neither the delivery of
this Prospectus nor any sale made hereunder shall,
under any cir- cumstances, create any implication that
there has been no change in the affairs of the Company
since the date hereof or that the information
contained or incorporated by reference herein is LOGO
correct as of any time subsequent to its date.
----------
TABLE OF CONTENTS
Page
-----
Available Information........................... 2
Incorporation of Certain Information by
Reference .................................... 2
Prospectus Summary.............................. 3
The Company..................................... 6
Recent Developments............................. 7 ----------
Use of Proceeds................................. 7
Price Range of Common Stock and Dividend Policy. 7 PROSPECTUS
Capitalization.................................. 8
Selected Historical Consolidated ----------
Financial Information......................... 9
Management's Discussion and Analysis of
Financial Condition and Results of Operations. 10
Business ....................................... 14 BEAR, STEARNS & CO. INC.
Management...................................... 19
Description of Capital Stock.................... 21 DONALDSON, LUFKIN & JENRETTE
Principal Stockholders ......................... 22 SECURITIES CORPORATION
Certain United States Tax Consequences to
Non-United States Holders of Common Stock..... 22 LEHMAN BROTHERS
Underwriting ................................... 25
Notice to Canadian Residents ................... 27
Experts......................................... 29 MERRILL LYNCH & CO.
Legal Matters................................... 29
Index to Pro Forma Financial Statements......... F-1 SALOMON BROTHERS INC
, 1994
====================================================== ======================================================
</TABLE>
<PAGE>
<PAGE> 54
SUBJECT TO COMPLETION, DATED JULY 19, 1994 LOGO
PROSPECTUS
2,750,000 Shares
Vishay Intertechnology, Inc.
Common Stock
All of the 2,750,000 shares of Common Stock offered hereby are being
sold by the Company. Of those shares, 550,000 shares (the "International
Shares") are being offered outside the United States and Canada (the
"International Offering") by the Managers and 2,200,000 shares (the
"U.S. Shares") are being offered concurrently in the United States and
Canada (the "U.S. Offering") by the U.S. Underwriters. The public
offering price and the underwriting discounts and commissions are
identical for both the International Offering and the U.S. Offering
(collectively, the "Offering").
The Common Stock is traded on the New York Stock Exchange under the
symbol VSH. On July 15, 1994, the last sale price of the Common Stock as
reported on the New York Stock Exchange Composite Tape was $42.75 per
share. See "Price Range of Common Stock and Dividend Policy."
----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
==============================================================================
Underwriting
Discounts
Price to and Proceeds to
Public Commissions (1) Company (2)
- ------------------------------------------------------------------------------
Per Share................... $ $ $
- ------------------------------------------------------------------------------
Total(3).................... $ $ $
==============================================================================
(1) See "Underwriting" for indemnification arrangements with the U.S.
Underwriters and the Managers.
(2) Before deducting expenses of the Offering payable by the Company,
estimated at $.
(3) The Company has granted the U.S. Underwriters and the Managers 30-day
options to purchase in the aggregate up to 412,500 additional shares
of Common Stock solely to cover over-allotments, if any. If the
options are exercised in full, the total Price to Public, Underwriting
Discounts and Commissions and Proceeds to Company will be $, $ and $,
respectively. See "Underwriting."
----------
The International Shares are offered by the several Managers, subject
to prior sale, when, as and if delivered to and accepted by them and
subject to certain conditions, including the approval of certain legal
matters by counsel. The Managers reserve the right to withdraw, cancel or
modify the International Offering and to reject orders in whole or in
part. It is expected that delivery of the International Shares will be
made against payment therefor on or about , 1994, at the offices of Bear,
Stearns & Co. Inc., 245 Park Avenue, New York, New York 10167.
----------
Bear, Stearns International Limited
Donaldson, Lufkin & Jenrette
Securities Corporation
Lehman Brothers
Merrill Lynch International Limited
Salomon Brothers International Limited
, 1994
I-1
<PAGE>
<PAGE> 55
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities has
been filed with the Securities and Exchange Commission. These
securities may not be sold nor may offers to buy be accepted prior to
the time the registration statement becomes effective. This prospectus
shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any State in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
State.
I-3
<PAGE>
<PAGE> 56
<TABLE>
<CAPTION>
<S> <C>
====================================================== ======================================================
No dealer, salesman, or other person has been
authorized to give any information or to make any
representation not contained in or incorporated by 2,750,000 SHARES
reference in this Prospectus in connection with the
offer contained herein and, if given or made, such
other information or representation must not be relied
upon as having been authorized by the Company, any VISHAY
Underwriter or any other person. This Prospectus does INTERTECHNOLOGY, INC.
not constitute an offer to sell or a solicitation of
an offer to buy, any securities other than the
registered securities to which it relates, or an offer
to sell or a solicitation of an offer to buy, to
anyone in any jurisdiction in which such offer or COMMON STOCK
solicitation is not authorized or in which the person
making such offer or solicitation is not qualified to
do so, or to anyone to whom it is unlawful to make
such offer or solicitation. Neither the delivery of
this Prospectus nor any sale made hereunder shall,
under any cir- cumstances, create any implication that
there has been no change in the affairs of the Company
since the date hereof or that the information LOGO
contained or incorporated by reference herein is
correct as of any time subsequent to its date.
----------
TABLE OF CONTENTS
Page
-----
Available Information........................... 2
Incorporation of Certain Information by
Reference .................................... 2
Prospectus Summary.............................. 3 ----------
The Company..................................... 6 PROSPECTUS
Recent Developments............................. 7 ----------
Use of Proceeds................................. 7
Price Range of Common Stock and
Dividend Policy............................... 7
Capitalization.................................. 8
Selected Historical Consolidated
Financial Information......................... 9
Management's Discussion and Analysis of BEAR, STEARNS
Financial Condition and INTERNATIONAL LIMITED
Results of Operations......................... 10
Business........................................ 14 DONALDSON, LUFKIN & JENRETTE
Management...................................... 19 SECURITIES CORPORATION
Description of Capital Stock.................... 21
Principal Stockholders ......................... 22 LEHMAN BROTHERS
Certain United States Tax Consequences to
Non-United States Holders of Common Stock..... 22 MERRILL LYNCH
Underwriting ................................... 25 INTERNATIONAL LIMITED
Notice to Canadian Residents ................... 27 SALOMON BROTHERS
Experts......................................... 29 INTERNATIONAL LIMITED
Legal Matters................................... 29
Index to Pro Forma Financial Statements......... F-1
, 1994
====================================================== ======================================================
</TABLE>
I-2
<PAGE>
<PAGE> 57
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following are the estimated expenses, all of which will be paid by
the Company, of the issuance and distribution of the Common Stock being
registered.
Securities and Exchange Commission Filing Fee ..................... $ 45,666
NASD Filing Fee .................................................... 13,743
NYSE Listing Fee ................................................... 2,000
Legal Fees and Expenses ............................................ 300,000
Accounting Fees and Expenses ....................................... 75,000
Blue Sky Fees and Expenses (including counsel fees) ................ 7,500
Registrar and Transfer Agent's Fee.................................. 1,500
Printing and Engraving Expenses .................................... 75,000
Miscellaneous Expenses.............................................. 29,591
--------
Total........................................................... $550,000
========
Item 15. Indemnification of Directors and Officers.
Reference is made to Articles NINTH and TENTH of the Certificate of
Incorporation and Article VII of the By-Laws of the Registrant and Section
145 of the General Corporation Law of the State of Delaware.
Section 145 of the Delaware General Corporation Law permits
indemnification by the Company of every person (and the heirs, executors and
administrators of such person) who is or was a director, officer, employee
or agent of the Company or of any other company, including another
corporation, partnership, joint venture, trust or other enterprise which
such person serves or served as such at the request of the Company against
all judgments, payments in settlement (whether or not approved by court),
fines, penalties and other reasonable costs and expenses (including fees and
disbursements of counsel) imposed upon or incurred by such person in
connection with or resulting from any action, suit, proceeding,
investigation or claim, civil, criminal, administrative, legislative or
other (including any criminal action, suit or proceeding in which such
person enters a plea of guilty or nolo contendere or its equivalent), or any
appeal relating thereto, which is brought or threatened either by or in the
right of the Company or such other company (herein called a "derivative
action") or by any other person, governmental authority or instrumentality
(herein called a "third-party action") and in which such person is made a
party or is otherwise involved by reason of his being or having been such
director, officer, employee, or agent or by reason of any action or
omission, or alleged action or omission by such person in his capacity as
such director, officer, employee or agent if either (a) such person is
wholly successful, on the merits or otherwise, in defending such derivative
or third-party action or (b) in the judgment of a court of competent
jurisdiction or, in the absence of such a determination, in the judgment of
a majority of a quorum of the Board of Directors of the Company (which
quorum shall not include any director who is a party to or is otherwise
involved in such action) or, in the absence of such a disinterested quorum,
in the opinion of independent legal counsel (i) in the case of a derivative
<PAGE>
<PAGE> 58
action, such person acted in good faith in what he reasonably believed to be
the best interest of the Company and was not adjudged liable to the Company
or such other company or (ii) in the case of a third-party action, such
person acted in good faith in what he reasonably believed to be the best
interest of the Company or such other company, and, in addition, in any
criminal action, had no reasonable cause to believe that his action was
unlawful; provided that, in the case of a derivative action, such
indemnification shall not be made in respect of any payment to the Company
or to such other company or any stockholder thereof in satisfaction of
judgment or in settlement unless either (x) a court of competent
jurisdiction has approved such settlement, if any, and the reimbursement of
such payment or (y) if the court in which such action has been instituted
lacks jurisdiction to grant such approval or such action is settled before
the institution of judicial proceedings, in the opinion of independent legal
counsel the applicable standard of conduct specified in the preceding
sentence has been met, such action was without substantial merit, such
settlement was in the best interest of the corporation or such other company
and the reimbursement of such payment is permissible under applicable law.
In case such person is successful, on the merits or otherwise, in defending
part of such action or, in the judgment of such a court or such quorum of
the Board of Directors or in the opinion of such counsel, has met the
applicable standard of conduct specified in the preceding sentence with
respect to part of such action, he shall be indemnified by the Company
against the judgments, settlements, payments, fines, penalties and other
costs and expenses attributable to such part of such action.
The Certificate of Incorporation, Certificate of Amendment of Restated
Certificate of Incorporation, Amended and Restated By-laws and Amendment No.
1 to Amended and Restated By-Laws of the Registrant are filed as Exhibits
3.1 and 3.2 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993 incorporated herein by reference.
The Registrant has obtained an officers' and directors' liability
insurance policy which will indemnify officers and directors for losses
arising from any claim by reason of a wrongful act under certain
circumstances where the Registrant does not indemnify such officer or
director, and will reimburse the Registrant for any amounts where the
Registrant may by law indemnify any of its officers or directors in
connection with a claim by reason of wrongful act.
<PAGE>
<PAGE> 59
Item 16. Exhibits.
Exhibit No. Description of Exhibits
- ----------- -----------------------
1.1 -Form of U.S. Underwriting Agreement +
1.2 -Form of International Underwriting Agreement +
3.1 -Certificate of Incorporation of the Company, as amended and
Certificate of Amendment and Restated Certificate of
Incorporation of the Company dated May 18, 1993 (incorporated
by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993)
3.2 -Amended and Restated By-laws of the Company (incorporated by
reference to Exhibit 3.2 to the Registration Statement of Form
S-2, Registration No. 33-13833) and Amendment No. 1 to Amended
and Restated By-laws of the Company (incorporated by reference
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993)
5 -Opinion of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel,
counsel to the Company, as to the validity of the Common
Stock*
10.1 -Amended and Restated Vishay Intertechnology, Inc. $302,500,000
Revolving Credit and Term Loan Agreement, dated as of July 18,
1994, by and among Comerica Bank, NationsBank of North
Carolina, N.A., Berliner Handels-und Frankfurter Bank, Signet
Bank/Maryland, CoreStates Bank, N.A., Bank Hapoalim, B.M., ABN
AMRO Bank N.V. New York Branch, Credit Lyonnais New York
Branch, Meridian Bank, Bank Leumi le-Israel, B.M. and Credit
Suisse (collectively, the "Banks"), Comerica Bank, as agent
for the Banks (the "Agent"), and Vishay Intertechnology,
Inc. ("Vishay"), dated as of July 18, 1994. Incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K,
dated July 19, 1994 ("Form 8-K")
10.2 -Amended and Restated Vishay Beteilingungs GmbH DM 40,000,000
Revolving Credit and DM 9,506,000 Term Loan Agreement, dated
as of July 18, 1994, by and among the Banks, the Agent and
Vishay Beteilingungs GmbH ("VBG"). Incorporated by reference
to Exhibit 10.2 to Form 8-K
10.3 -Amended and Restated Roederstein DM 104,315,990.20 Term Loan
Agreement, dated as of July 18, 1994, by and among the Banks,
the Agent and VBG. Incorporated by reference to Exhibit 10.3
to Form 8-K
10.4 -Vishay Intertechnology, Inc. $200,000,000 Acquisition Loan
Agreement, dated as of July 18, 1994, by and among the Banks,
the Agent and Vishay. Incorporated by reference to Exhibit
10.4 to Form 8-K
10.5 -Amended and Restated Vishay Guaranty by Vishay to the Banks,
dated as of July 18, 1994. Incorporated by reference to
Exhibit 10.5 to Form 8-K
10.6 -Domestic Guaranty by Dale Holdings, Inc., Dale Electronics,
Inc., Measurements Group, Inc., Vishay Sprague Holdings Corp.
and Sprague Sanford, Inc. to the Banks, dated as of July 18,
1994. Incorporated by reference to Exhibit 10.6 to Form 8-K
10.7 -Amended and Restated Permitted Borrowers Guaranty by Vilna
Equities Holding B.V., VBG, Draloric Electronic GmbH, E-Sil
Components Ltd., Sfernice, S.A. and Roederstein
Spezialfabriken fur Bauelemente der Elektronik und
Kondensatoren der Starkstromtechnik GmbH to the Banks, dated
as of July 18, 1994. Incorporated by reference to Exhibit 10.7
to Form 8-K
23.1 -Consent of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel II-62
(contained in the opinion filed as Exhibit 5)
23.2 -Consent of Independent Accountants +
23.3 -Accountants' Consent +
24 -Powers of attorney of certain officers and directors of the
Company (set forth on the signature page of the Registration
Statement)
- ------------
+ Filed herewith
* To be filed by Amendment
<PAGE>
<PAGE> 60
Item 17. Undertakings.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933 (The "Securities Act"), each
filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
The Registrant hereby further undertakes:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in item 15, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjunction of such issue.
<PAGE>
<PAGE> 61
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Vishay
Intertechnology, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of
New York, on the 19th day of July, 1994.
VISHAY INTERTECHNOLOGY, INC.
By /s/ Richard N. Grubb
---------------------------------
Name: Richard N. Grubb
Title: Vice President, Treasurer,
Chief Financial Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Felix Zandman and Richard N. Grubb, and each
and any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<PAGE>
<PAGE> 62
Signature Title Date
--------- ------ ----
/s/ Felix Zandman President, (Chief Executive July 19, 1994
- ------------------------- Officer) and Director
Felix Zandman
/s/ Richard N. Grubb Vice President, Treasurer, July 19, 1994
- ------------------------- (Chief Financial Officer)
Richard N. Grubb and Director
/s/ Robert A. Freece Senior Vice President and July 19, 1994
- ------------------------- Director
Robert A. Freece
/s/ Avi D. Eden Director July 19, 1994
- -------------------------
Avi D. Eden
Director ----, 1994
- -------------------------
Guy Brana
/s/ Luella B. Slaner Director July 19, 1994
- -------------------------
Luella B. Slaner
/s/ Edward B. Shils Director July 19, 1994
- -------------------------
Edward B. Shils
/s/ Gerald Paul Director July 19, 1994
- ------------------------
Gerald Paul
/s/ Jean-Claude Tine Director July 19, 1994
- ------------------------
Jean-Claude Tine
/s/ Donald G. Alfson Director July 19, 1994
- ------------------------
Donald G. Alfson
/s/ Mark I. Solomon Director July 19, 1994
- ---------------------
Mark I. Solomon
<PAGE>
<PAGE> 63
INDEX TO EXHIBITS
Exhibit No. Description of Exhibits
- ----------- -----------------------
1.1 - Form of U.S. Underwriting Agreement +
1.2 - Form of International Underwriting Agreement +
3.1 - Certificate of Incorporation of the Company, as amended and
Certificate of Amendment and Restated Certificate of Incorporation
of the Company dated May 18, 1993 (incorporated by reference to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993)
3.2 - Amended and Restated By-laws of the Company (incorporated by
reference to Exhibit 3.2 to the Registration Statement of Form
S-2, Registration No. 33-13833) and Amendment No. 1 to Amended and
Restated By-laws of the Company (incorporated by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993)
5 - Opinion of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel,
counsel to the Company, as to the validity of the Common Stock*
10.1 - Amended and Restated Vishay Intertechnology, Inc. $302,500,000
Revolving Credit and Term Loan Agreement, dated as of July 18,
1994, by and among Comerica Bank, NationsBank of North Carolina,
N.A., Berliner Handels-und Frankfurter Bank, Signet Bank/Maryland,
CoreStates Bank, N.A., Bank Hapoalim, B.M., ABN AMRO Bank N.V. New
York Branch, Credit Lyonnais New York Branch, Meridian Bank, Bank
Leumi le-Israel, B.M. and Credit Suisse (collectively, the
"Banks"), Comerica Bank, as agent for the Banks (the "Agent"),
and Vishay Intertechnology, Inc. ("Vishay"), dated as of July
18, 1994. Incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K, dated July 19, 1994 ("Form 8-K")
10.2 - Amended and Restated Vishay Beteilingungs GmbH DM 40,000,000
Revolving Credit and DM 9,506,000 Term Loan Agreement, dated as of
July 18, 1994, by and among the Banks, the Agent and Vishay
Beteilingungs GmbH ("VBG"). Incorporated by reference to Exhibit
10.2 to Form 8-K
10.3 - Amended and Restated Roederstein DM 104,315,990.20 Term Loan
Agreement, dated as of July 18, 1994, by and among the Banks, the
Agent and VBG. Incorporated by reference to Exhibit 10.3 to Form 8-K
10.4 - Vishay Intertechnology, Inc. $200,000,000 Acquisition Loan
Agreement, dated as of July 18, 1994, by and among the Banks, the
Agent and Vishay. Incorporated by reference to Exhibit 10.4 to Form 8-K
10.5 - Amended and Restated Vishay Guaranty by Vishay to the Banks, dated
as of July 18, 1994. Incorporated by reference to Exhibit 10.5 to
Form 8-K
10.6 - Domestic Guaranty by Dale Holdings, Inc., Dale Electronics, Inc.,
Measurements Group, Inc., Vishay Sprague Holdings Corp. and
Sprague Sanford, Inc. to the Banks, dated as of July 18, 1994.
Incorporated by reference to Exhibit 10.6 to Form 8-K
10.7 - Amended and Restated Permitted Borrowers Guaranty by Vilna
Equities Holding B.V., VBG, Draloric Electronic GmbH, E-Sil
Components Ltd., Sfernice, S.A. and Roederstein Spezialfabriken
fur Bauelemente der Elektronik und Kondensatoren der
Starkstromtechnik GmbH to the Banks, dated as of July 18, 1994.
Incorporated by reference to Exhibit 10.7 to Form 8-K
23.1 - Consent of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
(contained in the opinion filed as Exhibit 5)
23.2 - Consent of Independent Accountants +
23.3 - Accountants' Consent +
24 - Powers of attorney of certain officers and directors of the
Company (set forth on the signature page of the Registration
Statement)
- ------------
+ Filed herewith
* To be filed by Amendment
<PAGE> 1 -- EXHIBIT 1.1
WGM DRAFT
07/17/94
2,200,000 SHARES OF COMMON STOCK
VISHAY INTERTECHNOLOGY, INC.
U.S. UNDERWRITING AGREEMENT
---------------------------
__, 1994
----------
Bear, Stearns & Co. Inc.
Donaldson, Lufkin & Jenrette
Securities Corporation
Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
Salomon Brothers Inc
as Representatives of the
several U.S. Underwriters named
in Schedule I hereto
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, N.Y. 10167
Ladies and Gentlemen:
The undersigned, Vishay Intertechnology, Inc., a Delaware
corporation (the "Company"), hereby confirms its agreement with you as
follows:
1. U.S. UNDERWRITERS. The term "U.S. Underwriters", as
used herein, refers collectively to you and the other underwriters
named in Schedule I annexed hereto and made a part hereof, for whom
you are acting as representative. Except as may be expressly set
forth below, any reference to you in this Agreement shall be solely in
your capacity as representatives of the U.S. Underwriters.
2. DESCRIPTION OF STOCK.
(a) The Company proposes to issue and sell to the U.S.
Underwriters an aggregate of 2,200,000 shares (the "Firm U.S.
Shares") of its Common Stock, par value $.10 per share (the "Common
Stock"), upon the terms set forth in Section 8 hereof. The Company
also proposes to grant to the U.S. Underwriters the option to purchase
from the Company, for the sole purpose of covering over-allotments in
connection with the sale of the Firm U.S. Shares, an aggregate of up
to 330,000 additional shares (the "Additional U.S. Shares") of Common
Stock upon the terms set
NYFS04...:\25\22625\0233\1545\AGR62394.V2E
<PAGE>
<PAGE> 2 -- EXHIBIT 1.1
forth in Section 8 hereof and for the purposes set forth in subsection
4(b) hereof. The Firm U.S. Shares and the Additional U.S. Shares are
hereinafter referred to collectively as the "U.S. Shares."
(b) It is understood and agreed to by all the parties that
the Company is concurrently entering into an agreement (the
"International Underwriting Agreement") providing for the sale by the
Company of up to a total of 550,000 shares (the "Firm International
Shares") of Common Stock through arrangements with certain
underwriters outside the United States (the "Managers"), for which
Bear, Stearns International Limited, Donaldson, Lufkin & Jenrette
Securities Corporation, Lehman Brothers International (Europe),
Merrill Lynch International Limited and Salomon Brothers International
Limited are acting as representatives. The Company also proposes to
grant to the Managers the option to purchase, for the sole purpose of
covering over-allotments in connection with the sale of the Firm
International Shares, up to an aggregate of 82,500 additional shares
(the "Additional International Shares") of Common Stock. The Firm
International Shares and the Additional International Shares are
collectively referred to herein as the "International Shares," the
U.S. Shares and the International Shares are collectively referred to
herein as the "Shares" and this Agreement and the International
Underwriting Agreement are collectively referred to as the
"Underwriting Agreements."
(c) It is also understood and agreed to by all the parties
that the U.S. Underwriters have entered into an agreement with the
Managers (the "Agreement between U.S. Underwriters and Managers")
contemplating the coordination of certain transactions between the
U.S. Underwriters and the Managers and that, pursuant thereto and
subject to the conditions set forth therein, the U.S. Underwriters may
(i) purchase from the Managers a portion of the International Shares
to be sold to the Managers pursuant to the International Underwriting
Agreement or (ii) sell to the Managers a portion of the U.S. Shares to
be sold to the U.S. Underwriters pursuant to this Agreement. The
Company also understands that any such purchases and sales between the
U.S. Underwriters and the Managers shall be governed by the Agreement
between U.S. Underwriters and Managers and shall not be governed by
the terms of this Agreement.
(d) Prior to the public offering of the U.S. Shares by the
U.S. Underwriters, the Company and you, acting on behalf of the U.S.
Underwriters, shall enter into an agreement substantially in the form
of Exhibit A hereto (the "U.S. Pricing Agreement"). The U.S. Pricing
Agreement may take the form of an exchange of any standard form of
written telecommunication between the parties hereto and shall specify
such applicable
NYFS04...:\25\22625\0233\1545\AGR62394.V2E
<PAGE>
<PAGE> 3 -- EXHIBIT 1.1
information as is indicated on Exhibit A hereto. The offering of the
U.S. Shares shall be governed by this Agreement, as supplemented by
the U.S. Pricing Agreement. From and after the date of the execution
and delivery of the U.S. Pricing Agreement, this Agreement shall be
deemed to incorporate the U.S. Pricing Agreement.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to, and agrees with,
each U.S. Underwriter that:
(a) The Company meets the requirements for the use of Form
S-3 under the Securities Act of 1933, as amended (the "Act"), and
has prepared and filed with the Securities and Exchange
Commission (the "Commission"), pursuant to the Act and the rules
and regulations promulgated by the Commission thereunder (the
"Regulations"), a registration statement on Form S-3 (File No.
33- ) relating to the Shares [and ___ amendment(s) thereto],
-----
including [in each case] a preliminary prospectus relating to the
offering of the U.S. Shares. The Company next proposes to file
with the Commission after the effectiveness of such registration
statement, in accordance with Rules 430A and 424(b)(1) or Rule
424(b)(4) of the Regulations, a final prospectus with respect to
the offering of the U.S. Shares, the final prospectus so filed in
either case to include all Rule 430A Information (as hereinafter
defined) and to conform, in content and form, to the last
printer's proof thereof furnished to and approved by you
immediately prior to such filing. As used in this Agreement, (i)
the term "Effective Date" means the date that the registration
statement hereinabove referred to is declared effective by the
Commission, (ii) the term "Registration Statement" means such
registration statement as last amended prior to the time the same
was declared effective by the Commission, including all exhibits
and schedules thereto, all documents (including financial
statements, financial schedules and exhibits) incorporated
therein by reference and all Rule 430A Information deemed to be
included therein at the Effective Date pursuant to Rule 430A of
the Regulations, (iii) the term "Rule 430A Information" means
information with respect to the Shares and the public offering
thereof permitted, pursuant to the provisions of paragraph (a) of
Rule 430A of the Regulations, to be omitted from the form of
prospectus included in the Registration Statement at the time it
is declared effective by the Commission, (iv) the term "U.S.
Prospectus" means the form of final prospectus relating to the
U.S. Shares first filed with the Commission
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<PAGE>
<PAGE> 4 -- EXHIBIT 1.1
pursuant to Rule 424(b) of the Regulations or, if no filing
pursuant to Rule 424(b) is required, the form of final prospectus
included in the Registration Statement at the Effective Date, (v)
the term "International Prospectus" means the form of final
prospectus relating to the International Shares first filed with
the Commission pursuant to Rule 424(b) of the Regulations or, if
no filing pursuant to Rule 424(b) is required, the form of final
prospectus included in the Registration Statement at the
Effective Date (the U.S. Prospectus and the International
Prospectus are referred to collectively as the "Prospectuses"),
(vi) the term "U.S. Preliminary Prospectus" means any preliminary
prospectus (as described in Rule 430 of the Regulations) with
respect to the U.S Shares that omits Rule 430A Information and
(vii) the term "International Preliminary Prospectus" means any
preliminary prospectus (as described in Rule 430 of the
Regulations) with respect to the International Shares that omits
Rule 430A Information (the U.S. Preliminary Prospectus and the
International Preliminary Prospectus are referred to collectively
as the "Preliminary Prospectuses"). Any reference herein to
either Preliminary Prospectus or Prospectus shall be deemed to
refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 that were filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
on or before the date of such Preliminary Prospectus or the date
of such Prospectus, as the case may be, except that any such
documents shall be deemed to be modified or superseded to the
extent that a statement contained in such Preliminary Prospectus
or such Prospectus or in any other subsequently filed document
that also is or is deemed to be incorporated by reference therein
modifies or supersedes such statement (all such documents being
hereinafter referred to as the "Incorporated Documents").
(b) On the Effective Date, the date the U.S. Prospectus is
first filed with the Commission pursuant to Rule 424(b) of the
Regulations (if required), at all times subsequent thereto to and
including the Closing Date and, if later, the Additional Closing
Date (each as hereinafter defined), when any post-effective
amendment to the Registration Statement becomes effective or any
supplement to the U.S. Prospectus is filed with the Commission,
and during such longer period as the U.S. Prospectus may be
required to be delivered in connection with sales of U.S. Shares
by the U.S. Underwriters or a dealer, the Registration Statement
and the U.S. Prospectus (as amended or supplemented if the
Company shall have filed with the Commission an amendment or
supplement thereto) did or will
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<PAGE>
<PAGE> 5 -- EXHIBIT 1.1
comply in all material respects with the applicable provisions of
the Act, the Regulations, the Exchange Act and the rules and
regulations thereunder, and did not and will not contain an
untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make
the statements made therein (in the case of the U.S. Prospectus,
in light of the circumstances under which they were made) not
misleading. When any U.S. Preliminary Prospectus was first filed
with the Commission (whether filed as part of the Registration
Statement or an amendment thereof or pursuant to Rule 424(a) of
the Regulations) and when any amendment thereof or supplement
thereto was first filed with the Commission, such U.S.
Preliminary Prospectus and any amendments thereof and supplements
thereto complied in all material respects with the applicable
provisions of the Act and the Exchange Act and the respective
rules and regulations thereunder and did not contain an untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they were
made, not misleading. No representation and warranty, however,
is made in this subsection 3(b) by the Company with respect to
written information contained in or omitted from the Registration
Statement, the U.S. Prospectus, any U.S. Preliminary Prospectus,
or any amendment or supplement in reliance upon and in conformity
with information furnished to the Company by you or on your
behalf with respect to the U.S. Underwriters and the plan of
distribution of the Shares expressly for use in connection with
the preparation thereof. Each of the Incorporated Documents,
when each was first filed with the Commission, complied in all
material respects with the applicable provisions of the Exchange
Act and the rules and regulations of the Commission thereunder
and any further documents so filed and incorporated by reference
will, when they are filed with the Commission, comply in all
material respects with the applicable provisions of the Exchange
Act. None of such filed documents when they were filed (or, if
an amendment with respect thereto was filed, when such amendment
was filed), contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein, in light of
circumstances under which they were made, not misleading; and no
such further document, when it is filed with the Commission, will
contain an untrue statement of a material fact required to be
stated therein or necessary to make the statements made therein,
in light of the circumstances under which they were made, not
misleading.
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<PAGE>
<PAGE> 6 -- EXHIBIT 1.1
(c) Each contract, agreement, instrument, lease, license or
other item required to be described or incorporated by reference
in the Registration Statement or the U.S. Prospectus has been
properly described, or shall be properly described, as the case
may be, in all material respects or incorporated by reference
therein. Each contract, agreement, instrument, lease, license,
or other item required to be filed as an exhibit to the
Registration Statement has been filed with the Commission as an
exhibit to, or has been incorporated by reference as an exhibit
into, the Registration Statement.
(d) Ernst & Young, whose separate report has been filed
with the Commission and is incorporated by reference in the
Registration Statement, are independent public accountants with
regard to the Company, and KPMG Peat Marwick, whose separate
report has been filed with the Commission as part of the
Registration Statement, are independent public accountants with
regard to Vitramon, Incorporated, a Delaware corporation
("Vitramon"), as required by and within the meaning of the Act
and the Regulations. The consolidated financial statements of
the Company and its consolidated subsidiaries (the "Company
Financials") incorporated by reference in the Registration
Statement and to be incorporated by reference in the U.S.
Prospectus fairly present, with respect to the Company and its
consolidated subsidiaries, the consolidated financial position,
the consolidated results of operations and the other information
purported to be shown therein at the respective dates and for the
respective periods to which they apply. The Company Financials
have been prepared in accordance with generally accepted
accounting principles as in effect in the United States ("US
GAAP") consistently applied throughout the periods involved, and
are, in all material respects, prepared in accordance with the
books and records of the Company and its consolidated
subsidiaries. The financial statements of Vitramon (the
"Vitramon Financials") included in the Registration Statement and
to be included in the U.S. Prospectus fairly present, with
respect to Vitramon, the financial position, the results of
operations and the other information purported to be shown
therein at the respective dates and for the respective periods to
which they apply. The Vitramon Financials have been prepared in
accordance with US GAAP consistently applied throughout the
periods involved, and are, in all material respects, prepared in
accordance with the books and records of Vitramon. The pro forma
consolidated balance sheet and consolidated statement of income
of the Company and Vitramon (together, the "Pro forma
Financials") set forth in the Registration Statement and to be
set forth in
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<PAGE>
<PAGE> 7 -- EXHIBIT 1.1
the U.S. Prospectus fairly present the information purported to
be shown therein at the respective dates thereof and for the
respective periods covered thereby. The Pro forma Financials
have been prepared on the basis set forth therein and all
adjustments have been properly applied. The assumptions in the
Pro forma Financials are reasonable. No other financial
statements are required by Form S-3 or otherwise to be included
in the Registration Statement or the U.S. Prospectus.
(e) Subsequent to the respective dates as of which
information is given in the Registration Statement, except as set
forth in the Registration Statement, there has not been any
material adverse change in the business, properties, operations,
condition (financial or other) or results of operations of the
Company and its subsidiaries taken as a whole, whether or not
arising from transactions in the ordinary course of business, and
since the date of the latest balance sheet of the Company
included or incorporated by reference in the Registration
Statement, neither the Company nor any of its subsidiaries has
incurred or undertaken any liabilities or obligations, direct or
contingent, that are material to the Company and its subsidiaries
taken as a whole, except for liabilities or obligations (i)
incurred or undertaken in the ordinary course of business or (ii)
disclosed in the Registration Statement.
(f) The Company has all requisite legal right power and
authority to execute, deliver and perform this Agreement and to
issue, sell and deliver those of the U.S. Shares as are to be
issued, sold and delivered by the Company hereunder in accordance
with the terms and conditions of this Agreement. This Agreement
has been duly and validly authorized, executed and delivered by
the Company and is a legal and binding obligation of the Company,
enforceable against the Company in accordance with its terms
except (i) that rights to indemnity and/or contribution hereunder
may be limited by federal or state securities laws or the public
policy underlying such laws, (ii) that such enforcement may be
subject to bankruptcy, insolvency, reorganization or other
similar laws now or hereafter in effect relating to creditors'
rights generally and (iii) that the remedy of specific
performance and injunctive and other forms of equitable relief
may be subject to equitable defenses and to the discretion of the
court before which any proceeding therefor may be brought.
(g) The execution, delivery and performance by the Company
of this Agreement and the U.S. Pricing Agreement and
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<PAGE>
<PAGE> 8 -- EXHIBIT 1.1
the consummation of the transactions contemplated hereby will not
(i) conflict with or result in a breach of any of the terms and
provisions of, or constitute a default (or an event that with
notice or lapse of time, or both, would constitute a default) or
require consent under, or result in the creation or imposition of
any lien, charge or encumbrance upon any property or assets of
the Company or any of its subsidiaries pursuant to the terms of,
any agreement, instrument, franchise, license or permit to which
the Company or any of its subsidiaries is a party or by which the
Company or any of its subsidiaries or their respective properties
or assets may be bound and that is material to the Company and
its subsidiaries taken as a whole, or (ii) violate or conflict
with any provision of the certificate of incorporation, by-laws
or similar governing instruments of the Company or any of its
subsidiaries listed on Schedule II hereto (the "Material
Subsidiaries") or (iii) violate or conflict with any judgment,
decree, order, statute, rule or regulation of any court or any
public, governmental or regulatory agency or body having
jurisdiction over the Company or any of its Material Subsidiaries
or any of their respective properties or assets, except for those
violations that individually or in the aggregate would not have a
material adverse effect on the Company and its subsidiaries taken
as a whole.
(h) No consent, approval, authorization, order,
registration, filing, qualification, license or permit of or with
any court or any public, governmental or regulatory agency or
body having jurisdiction over the Company or any of its
subsidiaries or any of their respective properties or assets is
required for the execution, delivery and performance of this
Agreement by the Company and the consummation of the transactions
contemplated hereby, except the registration under the Act of the
Shares, the authorization of the Shares for listing on the New
York Stock Exchange (the "NYSE") and such consents, approvals,
authorizations, orders, registrations, filings, qualifications,
licenses and permits as may be required under state securities
laws in connection with the purchase and distribution of the
Shares by the U.S. Underwriters and the Managers. No consent of
any party to any material contract, agreement, instrument, lease,
license, arrangement or understanding to which the Company or any
subsidiary is party, or to which any of their respective
properties or assets are subject, is required for the execution,
delivery or performance of this Agreement by the Company or for
the issuance, sale or delivery by the Company of those of the
Shares as are to be issued and sold hereunder by the Company.
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<PAGE>
<PAGE> 9 -- EXHIBIT 1.1
(i) All of the currently outstanding shares of Common Stock
and the issued or outstanding shares of capital stock of each of
the Material Subsidiaries, have been duly and validly authorized,
have been, or prior to the Closing Date will have been, duly and
validly issued, are fully paid and nonassessable and were not, or
will not have been, issued in violation of or subject to any
preemptive rights. Those of the U.S. Shares to be issued and
sold by the Company hereunder have been duly and validly
authorized and, when issued, delivered and sold in accordance
with this Agreement, will be duly and validly issued, fully paid
and nonassessable, and will not have been issued in violation of
or subject to any preemptive rights. The Company had, at March
31, 1994, an authorized and outstanding capitalization as set
forth in the Registration Statement and as shall be set forth in
the U.S. Prospectus, both on an historical basis and as adjusted
to give retroactive effect to the Company's acquisition of
Vitramon and the financing thereof. The Common Stock conforms to
the description thereof set forth in, or incorporated by
reference into, the Registration Statement and as shall be set
forth in or incorporated by reference into, the U.S. Prospectus.
The Company owns directly or indirectly all of the shares of
capital stock of the Company's subsidiaries, free and clear of
all claims, liens, security interests, pledges, charges,
encumbrances, stockholders agreements and voting trusts except as
otherwise described in Schedule III hereto or in the Registration
Statement and as may be disclosed in the U.S. Prospectus, other
than immaterial amounts of shares that are owned by employees of
certain subsidiaries.
(j) There is no commitment, plan or arrangement to issue,
and no outstanding option, warrant or other right calling for the
issuance of, any share of capital stock of the Company or of any
subsidiary or any security or other instrument that by its terms
is convertible into, exercisable for, or exchangeable for capital
stock of the Company or any subsidiary of the Company, except as
described in the Registration statement and as may be described
in the U.S. Prospectus.
(k) The Company has no active subsidiaries other than those
listed in Schedule III hereto and all references in this
Agreement to subsidiaries of the Company (except as otherwise
provided) shall be deemed limited to the Company's active
subsidiaries. Each of the Company and its Material Subsidiaries
has been duly organized and is validly existing as a corporation
in good standing under the laws of its jurisdiction of
incorporation. Each of the Company and its Material Subsidiaries
is duly qualified and in good standing
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<PAGE>
<PAGE> 10 -- EXHIBIT 1.1
as a foreign corporation in each jurisdiction in which the
character or location of its properties (owned, leased or
licensed) or the nature or conduct of its business makes such
qualification necessary, except for those failures to be so
qualified or in good standing that will not in the aggregate have
a material adverse effect on the Company and its subsidiaries
taken as a whole. Each of the Company and its Material
Subsidiaries has all requisite power and authority, and all
necessary consents, approvals, authorizations, orders,
registrations, filings, qualifications, licenses and permits of
and from all public, regulatory or governmental agencies and
bodies, to own, lease and operate its properties and conduct its
business as now being conducted and as described in the
Registration Statement and as may be described in the U.S.
Prospectus (except for those the absence of which, individually
or in the aggregate, would not have a material adverse effect on
the Company and its subsidiaries taken as a whole), and no such
consent, approval, authorization, order, registration,
qualification, license or permit contains a materially burdensome
restriction that is not adequately disclosed in the Registration
Statement and the U.S. Prospectus.
(l) Neither the Company nor any of its subsidiaries, nor to
the best knowledge of the Company or any subsidiary, any other
party, is in violation or breach of, or in default (nor has an
event occurred that with notice, lapse of time or both, would
constitute a default) with respect to complying with, any
material provision of any contract, agreement, instrument, lease,
license, arrangement, or understanding that is material to the
Company and its subsidiaries taken as a whole, except for such
violations, breaches and defaults as, individually or in the
aggregate, would not have a material adverse effect on the
financial condition, results of operation or business of the
Company and its subsidiaries taken as a whole; and each such
contract, agreement, instrument, lease, license, arrangement, and
understanding is in full force and effect, and is the legal,
valid, and binding obligation of the Company or such subsidiary,
as the case may be, and (subject to applicable bankruptcy,
insolvency, and other laws affecting the enforceability of
creditors' rights generally) is enforceable as to the Company or
such subsidiary, as the case may be, in accordance with its
terms. The Company and each Material Subsidiary enjoys peaceful
and undisturbed possession in all material respects under all
material leases and licenses under which it is operating.
Neither the Company nor any of its Material Subsidiaries is in
violation of its certificate of incorporation, by-laws or similar
governing instrument.
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<PAGE>
<PAGE> 11 -- EXHIBIT 1.1
(m) There is no litigation, arbitration, claim,
governmental or other proceeding or investigation pending or, to
the best knowledge of the Company or any subsidiary after due
inquiry, threatened (or any basis therefor known to the Company
or any subsidiary), with respect to the Company, any subsidiary,
or any of their respective operations, businesses, properties or
assets except as disclosed in the Registration Statement and as
may be described in the U.S. Prospectus, that might have,
individually or in the aggregate, a material adverse effect upon
the financial condition, results of operations, operations,
business, properties, assets or liabilities of the Company and
its subsidiaries taken as a whole. There is no contract or other
document concerning the Company or any of its subsidiaries of a
character required to be disclosed in the Registration Statement
and the U.S. Prospectus or to be filed as an exhibit to the
Registration Statement that has not been so disclosed or filed.
(n) Each of the Company and its subsidiaries has good and
marketable title to all of its real and personal properties and
assets that are owned by it, free and clear of all liens,
security interests, pledges, charges, encumbrances, and mortgages
(except as disclosed in the Registration Statement and as may be
disclosed in the U.S. Prospectus or such as individually or in
the aggregate do not have a material adverse effect upon the
financial condition, results of operations, operations, business,
properties, assets or liabilities of the Company and its
subsidiaries taken as a whole). No real property owned, leased,
licensed, or used by the Company or by a Material Subsidiary lies
in an area that is, or to the best knowledge of the Company or
any Material Subsidiary will be, subject to zoning, use, or
building code restrictions that would prohibit, and no state of
facts relating to the actions or inaction of another person or
entity or his, her or its ownership, leasing, licensing, or use
of any real or personal property exists that would prevent, the
continued effective ownership, leasing, licensing, or use of such
real property in the business of the Company or such subsidiary
as presently conducted or as the U.S. Prospectus indicates it
contemplates conducting (except as may be described in the U.S.
Prospectus or such as individually or in the aggregate do not
have a material adverse effect upon the financial condition,
results of operations, operations, business, properties, assets
or liabilities of the Company and its subsidiaries taken as
whole).
(o) All material patents, patent applications, trademarks,
trademark applications, trade names, service
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<PAGE>
<PAGE> 12 -- EXHIBIT 1.1
marks, copyrights, franchises, and other intangible properties
and assets (all of the foregoing being herein called
"Intangibles") that the Company or any subsidiary owns or has
pending, or under which it is licensed, are in good standing, are
uncontested and are set forth in the Registration Statement.
Neither the Company nor any subsidiary has received notice of
infringement with respect to asserted Intangibles of others. To
the knowledge of the Company and any subsidiary, there is no
infringement by others of Intangibles of the Company or any
subsidiary that has had or may in the future have a materially
adverse effect on the financial condition, results of operations,
operations, business, properties, assets or liabilities of the
Company and its subsidiaries taken as a whole.
(p) To the Company's knowledge, neither the Company or any
subsidiary, nor any director, officer or employee of the Company
or any subsidiary has, directly or indirectly, used any corporate
funds for unlawful contributions, gifts, entertainment, or other
unlawful expenses relating to political activity; made any
unlawful payment to foreign or domestic government officials or
employees or to foreign or domestic political parties or
campaigns from corporate funds; violated any provision of the
Foreign Corrupt Practices Act of 1977, as amended; or made any
bribe, rebate, payoff, influence payment, kickback, or other
unlawful payment.
(q) No person has the right by contract or otherwise to
require registration under the Act of shares of Common Stock or
other securities of the Company because of the filing or
effectiveness of the Registration Statement.
(r) Neither the Company nor any of its officers, directors
or affiliates (as defined in the Regulations) has taken or will
take, directly or indirectly, prior to the termination of the
underwriting contemplated by this Agreement, any action designed
to stabilize or manipulate the price of any security of the
Company, or that has caused or resulted in, or that might
reasonably be expected to cause or result in, stabilization or
manipulation of the price of any security of the Company, to
facilitate the sale or resale of any of the Shares.
(s) Neither the Company nor any of its subsidiaries is, or
intends to conduct its business in such a manner that it would
become, an "investment company" or a company "controlled" by an
"investment company" as defined in the Investment Company Act of
1940, as amended (the "Investment Company Act").
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<PAGE>
<PAGE> 13 -- EXHIBIT 1.1
(t) Except as may be set forth in the U.S. Prospectus, the
Company has not incurred any liability for a fee, commission, or
other compensation on account of the employment of a broker or
finder in connection with the transactions contemplated by this
Agreement.
(u) Each of the Company and its Material Subsidiaries
maintains a system of internal accounting controls sufficient to
provide reasonable assurances that (i) transactions are executed
in accordance with management's general or specific
authorization; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain
accountability for assets; (iii) the access to the respective
assets of the Company and each subsidiary, as the case may be, is
permitted only in accordance with management's general or
specific authorization; and (iv) the recorded accountability for
assets is compared with existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.
(v) Other than as disclosed in the Registration Statement
and as shall be disclosed in the U.S. Prospectus, no labor
dispute with the employees of the Company or any of its
subsidiaries exists or, to the knowledge of management of the
Company, is imminent that, singly or in the aggregate, is or is
reasonably likely to be materially adverse to the Company and its
subsidiaries taken as a whole, and the Company is not aware of
any existing or imminent labor disturbance by the employees of
any of its principal suppliers, manufacturers or contractors that
reasonably can be expected to have a material adverse effect on
the financial condition, results of operations, operations or
business of the Company and its subsidiaries taken as a whole.
(w) (i) All United States Federal income tax returns of the
Company and each of its subsidiaries required by law to be filed
have been filed and all taxes shown by such returns or otherwise
assessed that are due and payable have been paid, except
assessments against which appeals have been or will be promptly
taken and (ii) the Company and its subsidiaries have filed all
other tax returns that are required to have been filed by them
pursuant to applicable law of all other jurisdictions, except, as
to each of the foregoing clauses (i) and (ii), insofar as the
failure to file such returns, individually and in the aggregate,
would not have a material adverse effect on the financial
condition, results of operations, operations or business of
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<PAGE>
<PAGE> 14 -- EXHIBIT 1.1
the Company and its subsidiaries taken as a whole, and the
Company and its subsidiaries have paid all taxes due pursuant to
said returns or pursuant to any assessment received by the
Company or its subsidiaries, except for such taxes, if any, as
are being contested in good faith and as to which adequate
reserves have been provided in accordance with generally accepted
accounting principles or if the failure to make any or all such
payments, singly or in the aggregate, would not be material to
the Company and its subsidiaries, taken as a whole. The charges,
accruals and reserves on the consolidated books of the Company in
respect of any income and corporation tax liability for any years
not finally determined are adequate to meet any assessments or
re-assessments for additional income tax for any years not
finally determined, except to the extent of any inadequacy that
would not have a material adverse effect on the financial
condition, results of operations, operations or business of the
Company and its subsidiaries taken as whole.
4. PURCHASE, SALE AND DELIVERY OF THE U.S. SHARES.
(a)(i) On the basis of the representations, warranties,
covenants and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to
issue and sell the Firm U.S. Shares to the respective U.S.
Underwriters, and each U.S. Underwriter agrees, severally and not
jointly, to purchase from the Company the number of Firm U.S.
Shares set forth opposite the name of such U.S. Underwriter in
Schedule I hereto, all at the price per share set forth in the
U.S. Pricing Agreement.
(ii) If the U.S. Pricing Agreement has not been executed by
the close of business on the fourth full business day following
the date on which the Registration Statement becomes effective,
this Agreement shall terminate forthwith, without liability of
any party to any other party except that Sections 7, 9, 10 and 11
shall remain in effect.
(iii) Delivery of the Firm U.S. Shares and payment of the
purchase price therefor shall be made at the offices of Bear,
Stearns & Co. Inc. at 245 Park Avenue, New York, New York 10167,
or such other location in the New York City metropolitan area you
shall determine and advise the Company upon at least two full
business days' notice in writing. Such delivery and payment
shall be made at 10:00 A.M., New York City time, on the fifth
full business day following the date of execution of the U.S.
Pricing Agreement, or at such other time as may be agreed upon by
you and the Company.
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<PAGE>
<PAGE> 15 -- EXHIBIT 1.1
The time and date of such delivery and payment are herein called
the "Closing Date." Delivery of the Firm U.S. Shares shall be
made to you or upon your order, for the respective accounts of
the U.S. Underwriters, against payment by you, on behalf of the
respective U.S. Underwriters, to the Company of the aggregate
purchase price therefor, in immediately available funds;
provided, however, such payment shall be made by certified or
-------- -------
official bank checks payable in New York Clearing House funds to
the order of the Company if the Company provides a written
request therefor to Bear, Stearns & Co. Inc. ("Bear, Stearns") at
least two business days prior to the Closing Date. If such
payment is to be made in immediately available funds, the Company
shall reimburse Bear, Stearns for the incremental cost thereof at
the then prevailing federal funds effective rate plus 137.5 basis
points plus any applicable bank charges incurred by Bear,
Stearns.
(iv) Certificates for the Firm U.S. Shares shall be
registered in such name or names and in such authorized
denominations as you may request in writing at least two full
business days prior to the Closing Date, provided that, if so
specified by you, the Firm U.S. Shares may be represented by a
global certificate registered in the name of Cede & Co., as
nominee of the Depositary Trust Company ("Cede"). The Company
shall permit you to examine and package such certificates for
delivery at least one full business day prior to the Closing
Date, unless the Firm U.S. Shares are to be represented by a
global certificate.
(b)(i) The Company hereby grants to the U.S. Underwriters
an option (the "U.S. Option") to purchase from the Company up to
an aggregate of 330,000 Additional U.S. Shares at the same price
per share as is applicable to the sale of the Firm U.S. Shares to
the U.S. Underwriters, for the sole purpose of covering over-
allotments in the offering of the Firm U.S. Shares by the U.S.
Underwriters. The U.S. Option shall be exercisable by you on one
occasion only, at any time before the expiration of 30 days from
the date of the U.S. Pricing Agreement, for the purchase of all
or part of the Additional U.S. Shares, such exercise to be made
by notice, given by you to the Company in the manner specified in
Section 14 hereof, which notice shall set forth the aggregate
number of Additional U.S. Shares with respect to which the U.S.
Option is being exercised, the denominations and the name or
names in which certificates evidencing the Additional U.S. Shares
so purchased are to be registered, and the date and time of
delivery of such Additional U.S. Shares, which date may be at or
subsequent to the Closing Date and shall not be less than two nor
more than ten days
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<PAGE>
<PAGE> 16 -- EXHIBIT 1.1
after such notice. The aggregate number of Additional U.S.
Shares to be purchased from the Company by each U.S. Underwriter
(as adjusted by you to eliminate fractions) shall be determined
by multiplying the total number of Additional U.S. Shares to be
sold by the Company by a fraction (x) the numerator of which is
the number of Firm U.S. Shares set forth opposite the name of
such U.S. Underwriter in Schedule I annexed hereto and (y) the
denominator of which is 2,200,000.
(ii) Delivery of the Additional U.S. Shares so purchased
and payment of the purchase price therefor shall be made at the
offices of Bear, Stearns & Co. Inc. at 245 Park Avenue, New York,
New York 10167, or such other location in the New York City
metropolitan area as you shall determine and advise the Company
upon at least two full business days' notice in writing. Such
delivery and payment shall be made at 10:00 A.M., New York City
time, on the date designated in such notice or at such other time
and date as may be agreed upon by you and the Company. The time
and date of such delivery and payment are herein called the
"Additional Closing Date." Delivery of the Additional U.S.
Shares shall be made to you or upon your order, for the
respective accounts of the U.S. Underwriters, against payment by
you, on behalf of the respective U.S. Underwriters, to the
Company of the aggregate purchase price therefor, by certified or
official bank checks payable in New York Clearing House funds to
the order of the Company; provided, however, that if the
-------- -------
Additional Closing Date is the same date as the Closing Date and
the Company is to receive payment for the Firm U.S. Shares in
immediately available funds in accordance with Section 4(a)(iii),
payment to the Company for the Additional U.S. Shares shall also
be made in immediately available funds, in which event the
Company shall reimburse Bear, Stearns for the incremental cost
thereof as provided in Section 4(a)(iii).
(iii) Certificates for the Additional U.S. Shares purchased
by the U.S. Underwriters, when delivered to or upon your order,
shall be registered in such name or names and in such authorized
denominations as you shall have requested in the notice of
exercise of the U.S. Option, provided that, if so specified by
you, such Additional U.S. Shares may be represented by a global
certificate registered in the name of Cede. The Company shall
permit you to examine and package such certificates for delivery
at least one full business day prior to the Additional Closing
Date, unless the Additional U.S. Shares are to be represented by
a global certificate.
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<PAGE>
<PAGE> 17 -- EXHIBIT 1.1
(c) The U.S. Underwriters shall not be obligated to
purchase any Firm U.S. Shares from the Company except upon tender
to the U.S. Underwriters by the Company of all of the Firm U.S.
Shares and the U.S. Underwriters shall not be obligated to
purchase any Additional U.S. Shares from the Company except upon
tender to the U.S. Underwriters by the Company of all of the
Additional U.S. Shares specified in the notice of exercise of the
U.S. Option. The Company shall not be obligated to sell or
deliver any Firm U.S. Shares or Additional U.S. Shares except
upon tender of payment by the U.S. Underwriters for all the Firm
U.S. Shares or the Additional U.S. Shares, as the case may be,
agreed to be purchased by the U.S. Underwriters hereunder.
5. OFFERING. It is understood that as soon after the U.S.
Pricing Agreement has been executed and delivered as you deem it
advisable to do so, the U.S. Underwriters shall offer the U.S. Shares
for sale to the public as set forth in the U.S. Prospectus.
6. COVENANTS OF THE COMPANY.
The Company covenants and agrees with each U.S. Underwriter
that:
(a) The Company shall use its best efforts to cause the
Registration Statement to become effective. If the Registration
Statement has become or becomes effective pursuant to Rule 430A
of the Regulations, or filing of the U.S. Prospectus with the
Commission is otherwise required under Rule 424(b) of the
Regulations, the Company shall file the U.S. Prospectus, properly
completed, with the Commission pursuant to Rule 424(b) of the
Regulations within the time period therein prescribed and shall
provide evidence satisfactory to you of such timely filing. The
Company shall promptly advise you and confirm such advice in
writing, (1) when the Registration Statement or any post-
effective amendment thereto has become effective, (2) of the
initiation or threatening of any proceedings for, or receipt by
the Company of any notice with respect to, the suspension of the
qualification of the Shares for sale in any jurisdiction or the
issuance by the Commission of any order suspending the
effectiveness of the Registration Statement and (3) of receipt by
the Company or any representative or attorney of the Company of
any other communications from the Commission relating to the
Company, the Registration Statement, any U.S. Preliminary
Prospectus, the U.S. Prospectus or the transactions contemplated
by this Agreement. The Company shall make every reasonable
effort to prevent the issuance of an order suspending the
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<PAGE>
<PAGE> 18 -- EXHIBIT 1.1
effectiveness of the Registration Statement or any post-effective
amendment thereto and, if any such order is issued, to obtain its
lifting as soon as possible. The Company shall not file any
amendment to the Registration Statement or any amendment of or
supplement to the U.S. Prospectus before or after the Effective
Date to which you shall reasonably object in writing after being
timely furnished in advance a copy thereof unless the Company
shall conclude, upon the advice of counsel, that any such
amendment must be filed at a time prior to obtaining such
consent.
(b) If, at any time when a prospectus relating to the
Shares is required to be delivered under the Act, any event shall
occur as a result of which the U.S. Prospectus as then amended
or supplemented includes any untrue statement of a material fact
or omits to state any material fact required to be stated therein
or necessary to make the statements made therein, in the light of
the circumstances under which they were made, not misleading, or
if it shall be necessary at any time to amend the Registration
Statement or supplement the U.S. Prospectus to comply with the
Act and the Regulations, the Company shall notify you promptly
and prepare and file with the Commission an appropriate post-
effective amendment or supplement (in form and substance
reasonably satisfactory to you) that will correct such statement
or omission and shall use its best efforts to have any such post-
effective amendment to the Registration Statement declared
effective as soon as possible.
(c) The Company shall promptly deliver to you four
manually-signed copies of the Registration Statement, including
exhibits and all documents incorporated by reference therein and
all amendments thereto, and to those persons (including you) whom
you identify to the Company, such number of conformed copies of
the Registration Statement, each U.S. Preliminary Prospectus, the
U.S. Prospectus, all amendments of and supplements to such
documents, if any, and all documents incorporated by reference in
the Registration Statement and the U.S. Prospectus or any
amendment thereof or supplement thereto, without exhibits, as you
may reasonably request.
(d) The Company shall cooperate with the U.S. Underwriters
and Weil, Gotshal & Manges ("Underwriters' Counsel") in
connection with their efforts to qualify or register the Shares
for sale under the securities (or "Blue Sky") laws of such
jurisdictions as you shall request, shall execute such
applications and documents and furnish such information as may be
reasonably required for such purpose
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<PAGE>
<PAGE> 19 -- EXHIBIT 1.1
and shall comply with such laws so as to continue such
qualification in effect for so long as may be required to
complete the distribution of the Shares; provided, however, that
-------- -------
the Company shall not be required to qualify as a foreign
corporation in any jurisdiction or to file a consent to service
of process in any jurisdiction in any action other than one
arising out of the offering or sale of the Shares in such
jurisdiction.
(e) The Company shall make generally available (within the
meaning of Section 11(a) of the Act) to its security holders and
to you, in such numbers as you may reasonably request for
distribution to the U.S. Underwriters, as soon as practicable, an
earnings statement, covering a period of at least twelve
consecutive full calendar months commencing after the effective
date of the Registration Statement, that satisfies the provisions
of Section 11(a) of the Act and Rule 158 of the Regulations.
(f) During a period of 90 days from the date of this
Agreement, the Company shall not, without the prior written
consent of Bear, Stearns, (A) issue, sell, offer or agree to
sell, or otherwise dispose of, directly or indirectly, any Common
Stock or Class B Common Stock of the Company, par value $.10 per
share (the "Class B Common Stock") (or any securities convertible
into, exercisable for or exchangeable for Common Stock or Class B
Common Stock) other than the (i) Company's issuance and sale of
Shares hereunder, (ii) the Company's issuance of shares of Common
Stock upon the conversion of the Company's presently outstanding
Class B Common Stock, or (iii) the issuance of Common Stock under
the Company's employee benefit plans, or (B) acquire, agree or
commit to acquire or publicly announce its intention to acquire,
directly or through a subsidiary, assets or securities of any
other person, firm or corporation in a transaction or series of
related transactions that would be material to the Company and
its subsidiaries, taken as a whole, other than the purchase of
the capital stock of Vitramon (if such purchase is consummated
after the execution of this Agreement) as described in the U.S.
Prospectus. In addition, the Company has obtained and shall
deliver to you on the date hereof a written undertaking from each
of Dr. Felix Zandman, Mrs. Luella B. Slaner, as Trustee of the
Trust for the benefit of Mr. Alfred P. Slaner, and Mrs. Slaner,
in her individual capacity, not to, without the prior written
consent of Bear, Stearns, issue, sell, offer or agree to sell, or
otherwise dispose of, directly or indirectly, any Common Stock or
Class B Common Stock (or any securities convertible into,
exercisable for or exchangeable for Common Stock or Class B
Common Stock).
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<PAGE>
<PAGE> 20 -- EXHIBIT 1.1
(g) During the three years following the Effective Date,
the Company shall furnish to you, in such numbers as you may
reasonably request for distribution to the U.S. Underwriters,
copies of (i) all reports to its shareholders and (ii) all
reports, financial statements, and proxy or information
statements filed by the Company with the Commission or any
national securities exchange.
(h) The Company shall apply the proceeds from the sale of
the Shares hereunder in the manner set forth under "Use of
Proceeds" in the U.S. Prospectus.
(i) The Common Stock currently outstanding is listed on the
NYSE and the Shares have been duly authorized for listing on the
NYSE, subject only to official notice of issuance. The Company
shall use its best efforts promptly to cause the Shares to be
listed on the NYSE.
(j) The Company shall comply with all registration, filing,
and reporting requirements of the Exchange Act, which may from
time to time be applicable to the Company.
(k) The Company shall comply with all provisions of all
undertakings contained in the Registration Statement.
(l) Prior to the Closing Date or the Additional Closing
Date, as the case may be, the Company shall issue no press
release or other communication directly or indirectly and hold no
press conference with respect to the Company, any subsidiary, the
financial condition, results of operations, operations, business
properties, assets, liabilities, or prospects of any of them, or
this offering, without your prior consent, which shall not be
unreasonably withheld, unless the Company shall conclude upon the
advice of counsel that such press release or other communication
must be issued at a time prior to obtaining such consent.
7. PAYMENT OF EXPENSES. Whether or not the transactions
contemplated in this Agreement are consummated or this Agreement is
terminated, the Company agrees to pay all costs and expenses incident
to the performance of its obligations hereunder, including those in
connection with (i) preparing, printing, duplicating, filing and
distributing the Registration Statement (including all amendments
thereof and exhibits thereto), any Preliminary Prospectuses, the
Prospectuses and any supplements thereto, the underwriting documents
(including this Agreement, the International Underwriting Agreement,
the U.S. and International Pricing Agreements and any agreements with
selected securities dealers) and all other documents relating to the
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<PAGE>
<PAGE> 21 -- EXHIBIT 1.1
public offering of the Shares (including those supplied to the U.S.
Underwriters in quantities as hereinabove stated and those supplied to
the Managers in quantities as stated in the International Underwriting
Agreement), (ii) the issuance, transfer and delivery of the Shares to
the U.S. Underwriters and the Managers, including any transfer or
other taxes payable thereon, (iii) the qualification, if any, of the
Shares under state securities laws, including the costs of preparing,
printing and distributing to the U.S. Underwriters a preliminary and
final Blue Sky Memorandum and the reasonable fees and disbursements of
Underwriters' Counsel in connection therewith, (iv) the listing of the
Shares on the NYSE and (v) the review of the terms of the public
offering of the Shares by the National Association of Securities
Dealers, Inc. (the "NASD") and the reasonable fees and disbursements
of Underwriters' Counsel in connection therewith.
8. CONDITIONS OF THE U.S. UNDERWRITERS' OBLIGATIONS. The
obligations of the several U.S. Underwriters to purchase and pay for
the U.S. Shares, as provided herein, shall be subject to the accuracy
of the representations and warranties of the Company herein contained,
as of the date hereof, as of the Closing Date and, with respect to the
Additional U.S. Shares, the accuracy of the representations and
warranties of the Company as of the Additional Closing Date, to the
absence from any certificates, opinions, written statements or letters
furnished pursuant to this Section 8 to you or to Underwriters'
Counsel of any qualification or limitation not previously approved in
writing by you, to the performance by the Company of its obligations
hereunder, and to the following additional conditions:
(a) The Registration Statement shall have become effective
not later than 5:00 P.M., New York time, on the date of this
Agreement or at such later time and date as shall have been
consented to in writing by the Representatives, and no stop order
suspending the effectiveness of the Registration Statement or any
post-effective amendment thereof shall have been issued by the
Commission or any state securities commission and no proceedings
therefor shall have been initiated or threatened by the
Commission or any state securities commission.
(b) At the Closing Date (and, with respect to the
Additional Shares, the Additional Closing Date), you shall have
received the opinion of Avi Eden, Esq., general counsel for the
Company, dated the date of its delivery, addressed to the U.S.
Underwriters and the Managers, and in form and scope satisfactory
to Underwriters' Counsel, to the effect that:
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<PAGE>
<PAGE> 22 -- EXHIBIT 1.1
(i) Each of the Company and its domestic subsidiaries
listed in Schedule II hereto (the "Material Domestic
Subsidiaries") (x) has been duly organized and is validly
existing as a corporation in good standing under the laws of
its jurisdiction of incorporation and is duly qualified and
in good standing as a foreign corporation in each
jurisdiction in which the character or location of its
properties (owned, leased or licensed) or the nature or
conduct of its business makes such qualification necessary,
except for those failures to be so qualified or in good
standing that, in the aggregate, will not have a material
adverse effect on the Company and its subsidiaries taken as
a whole and (y) has all requisite corporate authority to
own, lease and license its respective properties and conduct
its business as now being conducted and as described in the
Registration Statement and the Prospectuses. All of the
issued and outstanding capital stock of each Material
Domestic Subsidiary of the Company has been duly and validly
issued and is fully paid and nonassessable and free of
preemptive rights and, except for immaterial numbers of
shares of certain of those subsidiaries that are owned by
directors or employees of those subsidiaries, is owned by
the Company or a subsidiary thereof, free and clear of any
lien, adverse claim or security interest and, to the
knowledge of such counsel, restriction on transfer,
shareholders' agreement, voting trust or other defect of
title whatsoever, except as otherwise described in the
Registration Statement and as may be disclosed in the
Prospectuses.
(ii) The Company has authorized capital stock as set
forth in the Registration Statement and the Prospectuses.
All of the outstanding shares of such capital stock are duly
and validly authorized and issued, are fully paid and
nonassessable and were not issued in violation of or subject
to any preemptive rights. The Shares have been duly and
validly authorized for issuance and sale to the U.S.
Underwriters and the Managers, respectively, pursuant to the
Underwriting Agreements and, when so sold and delivered to
the U.S. Underwriters and the Managers, respectively, will
be duly and validly issued and outstanding, fully paid and
nonassessable and will not have been issued in violation of
or subject to any preemptive rights. To the best knowledge
of such counsel after due inquiry, there is no outstanding
option, warrant or other right calling for the issuance of
any share of capital stock of the Company or of any
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<PAGE>
<PAGE> 23 -- EXHIBIT 1.1
Material Domestic Subsidiary of any security or other
instrument that by its terms is convertible into,
exercisable for or exchangeable for capital stock of the
Company or any Material Domestic Subsidiary, except as may
be described in the Prospectuses. Upon delivery of and
payment for the Shares to be sold by the Company to each
U.S. Underwriter and Manager pursuant to the Underwriting
Agreements, each U.S. Underwriter and each Manager (assuming
that it acquires such Shares without notice of any adverse
claim, as such term is used in Section 8-302 of the Uniform
Commercial Code in effect in the State of New York) will
acquire good and marketable title to the Shares so sold and
delivered to it, free and clear of all liens, pledges,
charges, claims, security interests, restrictions on
transfer, agreements or other defects of title whatsoever
(other than those resulting from any action taken by such
U.S. Underwriter or such Manager). The Common Stock
conforms in all material respects to the description thereof
contained in the Registration Statement and the
Prospectuses.
(iii) The Common Stock currently outstanding is listed
on the NYSE and the Shares are duly authorized for listing
on the NYSE, subject only to official notice of issuance.
(iv) The Company has all requisite legal, right, power
and authority to execute, deliver and perform the
Underwriting Agreements, and the transactions contemplated
thereby. The Underwriting Agreements and the transactions
contemplated thereby have been duly and validly authorized,
executed and delivered by the Company, and the Underwriting
Agreements constitute valid and binding obligations of the
Company, except (A) that rights to indemnity and/or
contribution thereunder may be limited by federal or state
securities laws or the public policy underlying such laws,
(B) that such enforcement may be subject to bankruptcy,
insolvency, reorganization or other similar laws now or
hereafter in effect relating to creditors' rights generally
and (C) that the remedy of specific performance and
injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the
court before which any proceeding therefor may be brought.
(v) To the best of such counsel's knowledge, there is
no litigation or governmental or other action, suit,
proceeding or investigation before any court or
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<PAGE>
<PAGE> 24 -- EXHIBIT 1.1
before or by any public, regulatory or governmental agency
or body pending or threatened against, or involving the
properties or business of, the Company or any of its
subsidiaries, that, if resolved against the Company or such
subsidiary, individually or, to the extent involving related
claims or issues, in the aggregate, is of a character
required to be disclosed in the Registration Statement and
the Prospectuses that has not been properly disclosed
therein; and to such counsel's knowledge, there is no
contract or document concerning the Company or any of its
subsidiaries of a character required to be described in the
Registration Statement and the Prospectuses or to be filed
as an exhibit to the Registration Statement, that is not so
described or filed.
(vi) To such counsel's knowledge, no order directed to
any Incorporated Document has been issued by the Commission
and no challenge has been made by the Commission to the
accuracy or adequacy of any such Incorporated Document.
(vii) The execution, delivery, and performance by the
Company of the Underwriting Agreements and the consummation
of the transactions contemplated thereby do not and will not
when such performance is required pursuant to the terms
hereof (A) conflict with or result in a breach of any of the
terms and provisions of, or constitute a default (or an
event that with notice or lapse of time, or both, would
constitute a default) or require consent under, or result in
the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or
any of its subsidiaries pursuant to the terms of any
agreement, instrument, franchise, license or permit known to
such counsel to which the Company or any of its subsidiaries
is a party or by which any of such corporations or their
respective properties or assets are or may be bound and that
is material to the Company and its subsidiaries taken as a
whole (other than those conflicts, breaches and defaults as
to which requisite waivers or consents have been obtained by
the Company and those that, individually or in the
aggregate, would not have a material adverse effect on the
Company and its subsidiaries taken as a whole), (B) violate
or conflict with any provision of the certificate of
incorporation or by-laws or equivalent instruments of the
Company or any of its subsidiaries that are organized under
the laws of any state or other jurisdiction in the United
States, or (C) to the best
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<PAGE>
<PAGE> 25 -- EXHIBIT 1.1
knowledge of such counsel, violate or conflict with any
judgment, decree, order, statute, rule or regulation of any
court or any public, governmental or regulatory agency or
body having jurisdiction over the Company or any of its
Material Domestic Subsidiaries or any of their respective
properties or assets, except for those violations or
conflicts that, singly or in the aggregate, would not have a
material adverse effect on the Company and its subsidiaries
taken as a whole. To the knowledge of such counsel, no
consent, approval, authorization, order, registration,
filing, qualification, license or permit of or with any
court or any public, governmental, or regulatory agency or
body having jurisdiction over the Company or any of its
Material Domestic Subsidiaries or any of their respective
properties or assets is required for the execution, delivery
and performance of the Underwriting Agreements by the
Company and the consummation of the transactions
contemplated thereby, including, without limitation, the
issuance, sale and delivery of the Shares, except for (1)
such as may be required under state securities laws in
connection with the purchase and distribution of the Shares
by the U.S. Underwriters (as to which such counsel need
express no opinion) and (2) such as have been made or
obtained under the Act or the rules of the NYSE.
(viii) No consent of any party to any material contract,
agreement, instrument, lease or license known to such
counsel to which the Company or any subsidiary thereof is a
party, or to which any of their respective properties or
assets are subject, is required for the execution, delivery,
or performance of this Agreement, or the sale or delivery,
or performance of this Agreement.
(ix) Insofar as statements in the Prospectuses purport
to summarize the status of litigation or the provisions of
laws, rules, regulations, orders, judgments, decrees,
contracts, agreements, instruments, leases, or licenses,
such statements are correct in all material respects and, to
the best knowledge of such counsel, the statements
accurately reflect the status of such litigation.
(x) The Company is not an "investment company" or a
company "controlled" by an "investment company" as defined
in the Investment Company Act.
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<PAGE>
<PAGE> 26 -- EXHIBIT 1.1
(xi) To such counsel's knowledge, no person or entity
has the right, by contract or otherwise, to require
registration under the Act of shares of Common Stock or
other securities of the Company solely because of the filing
or effectiveness of the Registration Statement.
(xii) Such counsel has received no stop order suspending
the effectiveness of the Registration Statement or any post-
effective amendment thereto and to the best knowledge of
such counsel, no proceedings therefore have been initiated
or threatened by the Commission.
In addition, such counsel shall state that he has
participated in conferences with officers and other
representatives of the Company and its subsidiaries,
representatives of the independent certified public accountants
of the Company, representatives of the U.S. Underwriters and the
Managers and Underwriters' Counsel at which the contents of the
Registration Statement, the Prospectuses and any amendments
thereof or supplements thereto and related matters were discussed
and, although such counsel has not undertaken to investigate or
verify independently, and does not assume any responsibility for,
the accuracy, completeness or fairness of the statements
contained in the Registration Statement or the Prospectuses or
any amendments thereof or supplements thereto (except as to
matters referred to in the last sentence of clause (ii) above),
on the basis of the foregoing (relying as to materiality to a
large extent upon the opinions of officers and other
representatives of the Company) nothing has caused such counsel
to believe that the Registration Statement at the time it became
effective (or any post-effective amendment thereof as of the date
of such amendment) contained an untrue statement of a material
fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not
misleading or that the Prospectuses as of the date thereof and as
of the date of such opinion contained an untrue statement of a
material fact or omitted to state any material fact required to
be stated therein or necessary to make the statements made
therein, in light of the circumstances under which they were
made, not misleading (it being understood that such counsel need
express no view with respect to the financial statements and
schedules and other financial, accounting and statistical data
included therein, or with respect to the exhibits to the
Registration Statement or with respect to any information
furnished by or on behalf of the U.S.
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<PAGE>
<PAGE> 27 -- EXHIBIT 1.1
Underwriters or the Managers for use in the Registration
Statement).
In rendering such opinion, such counsel may rely (A) as to
matters involving the application of laws other than the laws of
the United States, the Commonwealth of Pennsylvania and Delaware
corporate law, to the extent such counsel deems proper and to the
extent specified in such opinion, if at all, upon an opinion or
opinions (in form and substance reasonably satisfactory to
Underwriters' Counsel) of other counsel reasonably acceptable to
Underwriters' Counsel, familiar with the applicable laws; and (B)
as to matters of fact, to the extent they deem proper, on
certificates of responsible officers of the Company and
certificates or other written statements of officers of
departments of various jurisdictions having custody of documents
respecting the corporate existence or good standing of the
Company and its subsidiaries. The opinion of counsel for the
Company shall state that the opinion of any such other counsel is
in form and substance satisfactory to such counsel and, in his
opinion, he and you are justified in relying thereon.
(c) On the Closing Date (and, with respect to the
Additional Shares, the Additional Closing Date), you shall have
received the opinion of Kramer, Levin, Naftalis, Nessen, Kamin &
Frankel, special counsel for the Company, dated the date of its
delivery, addressed to the U.S. Underwriters and the Managers and
in form and scope satisfactory to Underwriters' Counsel, to the
effect that:
(i) The Registration Statement and the Prospectuses
(other than the financial statements and schedules and other
financial and statistical data included or incorporated by
reference therein, as to which no opinion need be expressed)
comply as to form in all material respects with the
requirements of the Act and the Regulations. The
Incorporated Documents (other than the financial statements
and schedules and other financial and statistical data
included or incorporated by reference therein, as to which
no opinion need be expressed) complied as to form in all
material respects with the Exchange Act and the rules and
regulations of the Commission thereunder as of the
respective dates filed with the Commission; and
(ii) The Registration Statement has become effective
under the Act, and such counsel is not aware of any stop
order suspending the effectiveness of the Registration
Statement and to the knowledge of such
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<PAGE>
<PAGE> 28 -- EXHIBIT 1.1
counsel no proceedings therefor have been initiated or
threatened by the Commission.
In addition, you shall have received the opinion of such counsel
to the effect set forth in clauses (ii) (other than the second
sentence thereof), (iv), (v) and (vii) of Section 8(b) hereof. You
also shall have received a statement from such counsel to the effect
of the penultimate paragraph of Section 8(b) hereof. In rendering
such opinion, such counsel may state that their opinion is limited to
matters of Federal, Delaware corporate and New York law and such
counsel may rely as to matters of fact, to the extent they deem
proper, on certificates of responsible officers of the Company and
upon certificates of public officials.
(d) On the Closing Date (and, with respect to the
Additional Shares, the Additional Closing Date), you shall have
received (i) the favorable opinion of Melissa Palmer as to the
French subsidiaries of the Company listed in Schedule II hereto,
(ii) the favorable opinion of Peltzer & Riesenkampff as to the
German subsidiaries of the Company listed in Schedule II hereto,
(iii) the favorable opinion of Israel Baron as to the Israeli
subsidiaries of the Company listed in Schedule II hereto, and
(iv) the favorable opinion of __________ as to the English
subsidiary of the Company listed in Schedule II hereto, each
dated the date of its delivery, addressed to the U.S.
Underwriters and the Managers and in form and scope satisfactory
to Underwriters' Counsel, in each case as to the absence of any
pending or threatened litigation that might result in a judgment
or decree having a material adverse effect on the condition
(financial or other), earnings business or properties of each
subsidiary that is the subject of the opinion (collectively, the
"Subject Subsidiaries"), the due incorporation and continuing
existence in good standing under the laws of its jurisdiction of
incorporation of each such Subject Subsidiary, the due
qualification in and continuing good standing of each such
Subject Subsidiary under the laws of each foreign jurisdiction in
which it owns or leases material properties or conducts material
business and where such qualification is required by law, the due
authorization and valid issuance of the outstanding capital stock
of each such Subject Subsidiary and the ownership thereof
directly or indirectly by the Company free and clear of any
liens, claims, security interests, except for security interests
in favor of certain named banks as disclosed in the Registration
Statement, the absence (to such counsel's knowledge) of any
outstanding options, warrants or other rights to acquire, by
purchase, exchange or conversion, shares of the capital stock of
each such
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<PAGE>
<PAGE> 29 -- EXHIBIT 1.1
Subject Subsidiary and the absence (to such counsel's knowledge)
of any violation, breach or default on the part of each such
Subject Subsidiary of or under any agreement, lease or license
that is material to the Company and its subsidiaries taken as a
whole.
(e) At the Closing Date (and, with respect to the
Additional Shares, the Additional Closing Date), you shall have
received a certificate of the Chief Financial Officer of the
Company, dated the date of its delivery, to the effect that the
conditions set forth in subsection (a) of this Section 8 have
been satisfied, that as of the date of such certificate the
representations and warranties of the Company set forth in
Section 3 hereof are accurate and the obligations of the Company
to be performed hereunder on or prior thereto have been duly
performed.
(f) At the time this Agreement is executed and at the
Closing Date (and, with respect to the Additional Shares, the
Additional Closing Date), you shall have received a letter, from
Ernst & Young, dated the date of its delivery, addressed to the
U.S. Underwriters and the Managers and in form and substance
reasonably satisfactory to you, to the effect that: (i) they are
independent public accountants with respect to the Company within
the meaning of the Act and the Regulations and stating that the
answer to Item 10 of the Registration Statement is correct
insofar as it relates to them; (ii) in their opinion, the
financial statements and schedules of the Company included or
incorporated by reference in the Registration Statement and the
Prospectuses and covered by their opinion incorporated by
reference therein comply as to form in all material respects with
the applicable accounting requirements of the Act and the
Exchange Act and the applicable published rules and regulations
of the Commission thereunder; (iii) on the basis of procedures
(but not an examination made in accordance with generally
accepted auditing standards) consisting of a reading of the
latest available unaudited interim consolidated financial
statements of the Company and its subsidiaries, a reading of the
minutes of meetings and consents of the shareholders and boards
of directors of the Company and its subsidiaries and the
committees of such boards subsequent to December 31, 1993,
inquiries of officers and other employees of the Company and its
subsidiaries who have responsibility for financial and accounting
matters of the Company and its subsidiaries with respect to
transactions and events subsequent to December 31, 1993, reading
the unaudited consolidated condensed financial statements of the
Company and its subsidiaries for the three months ended March 31,
1994 and 1993,
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<PAGE>
<PAGE> 30 -- EXHIBIT 1.1
respectively, and other specified procedures and inquiries to a
date not more than six days prior to the date of such letter,
nothing has come to their attention that would cause them to
believe that: (A) the unaudited pro forma condensed consolidated
financial statements contained in the Registration Statement and
the Prospectuses do not comply as to form in all material
respects with the applicable accounting requirements of the Act
and the Regulations or the pro forma adjustments have not been
properly applied to the historical amounts in the compilation of
those statements, (B) the unaudited historical consolidated
condensed financial statements of the Company and its
subsidiaries included or incorporated by reference in the
Registration Statement and the Prospectuses do not comply as to
form in all material respects with the applicable accounting
requirements of the Act, the Exchange Act and the regulations or
that such unaudited condensed consolidated financial statements
are not presented in conformity with generally accepted
accounting principles applied on a basis substantially consistent
with that of the audited consolidated financial statements of the
Company and its subsidiaries included or incorporated by
reference in the Registration Statement and the Prospectuses, (C)
with respect to the period subsequent to March 31, 1994 there
were, as of the date of the most recent available monthly
consolidated financial statements of the Company and its
subsidiaries, if any, and as of a specified date not more than
six days prior to the date of such letter, any changes in the
capital stock or long-term indebtedness of the Company or any
decrease in stockholders' equity of the Company, in each case as
compared with the amounts shown in the most recent balance sheet
included or incorporated by reference in the Registration
Statement and the Prospectuses, except for changes or decreases
that the Registration Statement and the Prospectuses disclose
have occurred or may occur; or (D) that during the period from
March 31, 1994 to the date of the most recent available monthly
consolidated financial statements of the Company and its
subsidiaries, if any, and to a specified date not more than six
days prior to the date of such letter, there was any decrease, as
compared with the corresponding period in the prior fiscal year,
in total revenues, or total or per share net income, except for
decreases that the Prospectuses disclose have occurred or may
occur; and (iv) stating that they have compared specific numbers
of shares, percentages of revenues and earnings, and other
financial information pertaining to the Company and its
subsidiaries set forth in the Prospectuses, which have been
specified by you prior to the date of this Agreement, to the
extent that such numbers, percentages, and information may be
derived from the general
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<PAGE>
<PAGE> 31 -- EXHIBIT 1.1
accounting and financial records of the Company and its
subsidiaries or from schedules furnished by the Company, and
excluding any questions requiring an interpretation by legal
counsel, with the results obtained from the application of
specified readings, inquiries, and other appropriate procedures
specified by you (which procedures do not constitute an
examination in accordance with generally accepted auditing
standards) set forth in such letter, and found them to be in
agreement.
(g) At the time this Agreement is executed and at the
Closing Date (and, with respect to the Additional Shares, the
Additional Closing Date), you shall have received a letter from
KPMG Peat Marwick, independent public accountants for Vitramon,
dated the date of its delivery, addressed to the U.S.
Underwriters and the Managers and in form and substance
reasonably satisfactory to you, to the effect that: (i) they are
independent public accountants with respect to Vitramon within
the meaning of the Act and the Regulations and stating that the
answer to Item 10 of the Registration Statement is correct
insofar as it relates to them; (ii) in their opinion, the
financial statements and schedules of Vitramon included in the
Registration Statement and the Prospectuses and covered by their
opinion incorporated by reference therein comply as to form in
all material respects with the applicable accounting requirements
of the Act and the Exchange Act and the applicable published
rules and regulations of the Commission thereunder; (iii) on the
basis of procedures (but not an examination made in accordance
with generally accepted auditing standards) consisting of a
reading of the latest available unaudited interim financial
statements of Vitramon, a reading of the minutes of meetings and
consents of the members and board of directors of Vitramon and
any committees of such board subsequent to December 31, 1993,
inquiries of officers and other employees of Vitramon who had
responsibility for financial and accounting matters of Vitramon
with respect to transactions and events subsequent to December
31, 1993, reading the unaudited financial statements of Vitramon
for the three months ended March 31, 1994, and other specified
procedures and inquiries to a date not more than six days prior
to the date of such letter, nothing has come to their attention
that would cause them to believe that: (A) the unaudited
financial statements of Vitramon contained in the Registration
Statement and the Prospectuses do not comply as to form in all
material respects with US GAAP or (B) that such unaudited
financial statements are not presented in conformity with
generally accepted accounting principles applied on a basis
substantially consistent with that of the audited financial
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<PAGE>
<PAGE> 32 -- EXHIBIT 1.1
statements of Vitramon included in the Registration Statement and
the Prospectuses; and (iv) stating that they have compared
specific numbers of shares, percentages of revenues and earnings,
and other financial information pertaining to Vitramon set forth
in the Prospectuses, which have been specified by you prior to
the date of this Agreement, to the extent that such numbers,
percentages, and information may be derived from the general
accounting and financial records subsidiaries and of Vitramon or
from schedules furnished by Vitramon, and excluding any questions
requiring an interpretation by legal counsel, with the results
obtained from the application of specified readings, inquiries,
and other appropriate procedures specified by you (which
procedures do not constitute an examination in accordance with
generally accepted auditing standards) set forth in such letter,
and found them to be in agreement.
(h) All proceedings taken in connection with the sale of
the Shares as contemplated by the Underwriting Agreements shall
be reasonably satisfactory in form and substance to you and to
Underwriters' Counsel, and you shall have received from
Underwriters' Counsel an opinion, dated as of the Closing Date
and addressed to the U.S. Underwriters and the Managers, with
respect to the sale of the Firm Shares, and dated as of the
Additional Closing Date with respect to the sale of the
Additional Shares, as to such matters as you reasonably may
require, and the Company shall have furnished to Underwriters'
Counsel such documents as Underwriters' Counsel may request for
the purpose of enabling Underwriters' Counsel to pass upon such
matters.
(i) The NASD, upon review of the terms of the underwriting
arrangements for the public offering of the Shares, shall have
raised no objections thereto.
(j) The Shares shall have been approved for listing on the
NYSE, subject to official notice of issuance.
(k) At the time this Agreement is executed, the Company
shall have furnished to you the letter referred to in Section
6(f), in form and substance satisfactory to Underwriters'
Counsel.
(l) Prior to the Closing Date and the Additional Closing
Date, the Company shall have furnished to you such further
information, certificates and documents as you may reasonably
request.
(m) The closing of the purchase of the International Shares
pursuant to the International Underwriting Agreement
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<PAGE>
<PAGE> 33 -- EXHIBIT 1.1
shall occur concurrently with (x) the closing described in
Section 4(a)(iii) hereof, in the case of the Firm Shares, and (y)
the closing described in Section 4(b)(ii) hereof, in the case of
the Additional Shares.
If any of the conditions specified in this Section 8 shall
not have been fulfilled when and as required by this Agreement, or if
any of the certificates, opinions, written statements, or letters
furnished to you or to Underwriters' Counsel pursuant to this Section
8 shall not be in all material respects reasonably satisfactory in
form and substance to you and to Underwriters' Counsel, all
obligations of the U.S. Underwriters hereunder not theretofore
discharged may be canceled by you at, or at any time prior to, the
Closing Date and with respect to the Additional U.S. Shares, the
Additional Closing Date. Notice of such cancellation shall be given
to the Company in writing, or by telephone, telex or telegraph,
confirmed in writing.
9. INDEMNIFICATION.
(a) The Company agrees to indemnify and hold harmless each U.S.
Underwriter and each person, if any, who controls any U.S. Underwriter
within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, against any and all losses, liabilities, claims, damages
and expenses whatsoever (including but not limited to attorneys' fees
and any and all expenses reasonably incurred in investigating,
preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever, and any and all amounts paid in
settlement of any claim or litigation), joint or several, to which
they or any of them may become subject under the Act, the Exchange Act
or otherwise, insofar as such losses, liabilities, claims, damages or
expenses (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or the U.S. Prospectus or
any U.S. Preliminary Prospectus, or in any supplement thereto or
amendment thereof, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein (in the
case of the U.S. Prospectus, in light of the circumstances under which
they were made) not misleading; provided, however, that the Company
-------- -------
shall not be liable under this subsection 9(a) to any U.S. Underwriter
in any such case to the extent but only to the extent that any such
loss, liability, claim, damage or expense arises out of or is based
upon any such untrue statement or alleged untrue statement or omission
or alleged omission made in reliance upon and in conformity with
written information furnished to the Company by or on your behalf with
respect to the U.S. Underwriters; and
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<PAGE>
<PAGE> 34 -- EXHIBIT 1.1
provided further, that with respect to any U.S. Preliminary
-------- -------
Prospectus, such indemnity shall not inure to the benefit of any U.S.
Underwriter (or the benefit of any person controlling such U.S.
Underwriter) if the person asserting any such losses, liabilities,
claims, damages or expenses purchased the Shares that are the subject
thereof from such U.S. Underwriter and if such person was not sent or
given a copy of the U.S. Prospectus, excluding documents incorporated
therein by reference, at or prior to confirmation of the sale of such
Shares to such person in any case where such sending or giving is
required by the Act and the untrue statement or omission of a material
fact contained in such U.S. Preliminary Prospectus was corrected in
the U.S. Prospectus. This indemnity agreement will be in addition to
any liability that the Company may otherwise have, including under
this Agreement.
(b) Each U.S. Underwriter, severally and not jointly, agrees to
indemnify and hold harmless the Company, each of the directors of the
Company, each of the officers of the Company who shall have signed the
Registration Statement, and each other person, if any, who controls
the Company within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act, against any losses, liabilities, claims,
damages and expenses whatsoever (including but not limited to
attorneys' fees and any and all expenses reasonably incurred in
investigating, preparing or defending against any litigation,
commenced or threatened, or any claim whatsoever, and any and all
amounts paid in settlement of any claim or litigation), joint or
several, to which they or any of them may become subject under the
Act, the Exchange Act or otherwise, insofar as such losses,
liabilities, claims, damages or expenses (or actions in respect
thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statement or the U.S. Prospectus or any U.S. Preliminary
Prospectus, or in any amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of the U.S.
Prospectus, in light of the circumstances under which they were made)
not misleading, in each case to the extent, but only to the extent,
that any such loss, liability, claim, damage or expense arises out of
or is based upon any such untrue statement or alleged untrue statement
or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Company by you or
on your behalf with respect to such U.S. Underwriter expressly for use
in the Registration Statement or U.S. Prospectus; provided, however,
-------- -------
that in no case shall such U.S. Underwriter be liable or responsible
for any amount in excess of the aggregate public offering price of the
U.S. Shares underwritten by it and distributed to the public. This
indemnity
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<PAGE>
<PAGE> 35 -- EXHIBIT 1.1
will be in addition to any liability that the U.S. Underwriter may
otherwise have including under this Agreement. The Company
acknowledges that the statements set forth in the last paragraph of
the cover page and in the [first five paragraphs] under the caption
"Underwriting" in the U.S. Prospectus constitute the only information
furnished in writing by or on behalf of any U.S. Underwriter expressly
for use in the Registration Statement, any related U.S. Preliminary
Prospectus and the U.S. Prospectus.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the assertion of any claim,
such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party under such subsection, notify each
party against whom indemnification is to be sought in writing of the
commencement thereof (but the failure so to notify an indemnifying
party shall not relieve it from any liability that it may have under
this Section 9 except to the extent that it has been prejudiced in any
material respect by such failure or from any liability that it may
have otherwise). In case any such action is brought against any
indemnified party, and it notifies an indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to
participate therein, and to the extent it may elect by written notice
delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense
thereof with counsel satisfactory to such indemnified party.
Notwithstanding the foregoing, the indemnified party or parties shall
have the right to employ its or their own counsel in any such case,
but the fees and expenses of such counsel shall be at the expense of
such indemnified party or parties unless (i) the employment of such
counsel shall have been authorized in writing by one of the
indemnifying parties in connection with the defense of such action,
(ii) the indemnifying parties shall not have employed counsel to take
charge of the defense of such action within a reasonable time after
notice of commencement of the action, or (iii) such indemnified party
or parties shall have reasonably concluded that there may be defenses
available to it or them that are different from or additional to those
available to one or all of the indemnifying parties (in which case the
indemnifying parties shall not have the right to direct the defense of
such action on behalf of the indemnified party or parties with respect
to such different defenses), in any of which events such fees and
expenses shall be borne by the indemnifying parties. The indemnifying
party under subsection (a) or (b) above shall only be liable for the
legal expenses of one counsel for all indemnified parties in each
jurisdiction in which any claim or action is brought; provided,
--------
however, that the indemnifying party shall be liable for separate
-------
counsel for any indemnified party in a jurisdiction, if counsel to the
indemnified parties shall have reasonably concluded that there
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<PAGE>
<PAGE> 36 -- EXHIBIT 1.1
may be defenses available to such indemnified party that are different
from or additional to those available to one or more of the other
indemnified parties and that separate counsel for such indemnified
party is prudent under the circumstances. Anything in this subsection
to the contrary notwithstanding, an indemnifying party shall not be
liable for any settlement of any claim or action effected without its
written consent; provided, however, that such written consent was not
-------- -------
unreasonably withheld.
10. CONTRIBUTION. In order to provide for contribution in
circumstances in which the indemnification provided for in Section
9(a) hereof is for any reason held to be unavailable from the Company
or is insufficient to hold harmless a party indemnified thereunder,
the Company and the U.S. Underwriters shall contribute to the
aggregate losses, claims, damages, liabilities and expenses of the
nature contemplated by such indemnification provisions (including any
investigation, legal and other expenses reasonably incurred in
connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claims asserted, but after deducting in the
case of losses, claims, damages, liabilities and expenses suffered by
the Company, any contribution received by the Company from persons,
other than one or more of the U.S. Underwriters, who may also be
liable for contribution, including persons who control the Company
within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, officers of the Company who signed the Registration
Statement and directors of the Company) to which the Company and one
or more of the U.S. Underwriters may be subject, in such proportions
as are appropriate to reflect the relative benefits received by the
Company, on the one hand, and the U.S. Underwriters, on the other
hand, from the offering of the U.S. Shares or, if such allocation is
not permitted by applicable law or indemnification is not available as
a result of the indemnifying party not having received notice as
provided in Section 9 hereof, in such proportion as is appropriate to
reflect not only the relative benefits referred to above but also the
relative fault of the Company, on the one hand, and the U.S.
Underwriters, on the other hand, in connection with the statements or
omissions that resulted in such losses, claims, damages, liabilities
or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company, on the one hand, and
the U.S. Underwriters, on the other hand, shall be deemed to be in the
same proportion as (x) the total proceeds from the offering (net of
underwriting discounts and commissions but before deducting expenses)
received by the Company and (y) the underwriting discounts received by
the U.S. Underwriters, respectively, in each case as set forth in the
table on the cover page of the U.S. Prospectus. The relative fault of
the Company, on the one hand, and of the U.S. Underwriters, on the
other hand, shall be determined by reference
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<PAGE>
<PAGE> 37 -- EXHIBIT 1.1
to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the
one hand or the U.S. Underwriters on the other hand and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the
U.S. Underwriters agree that it would not be just and equitable if
contribution pursuant to this Section 10 were determined by pro rata
allocation or by any other method of allocation that does not take
account of the equitable considerations referred to above.
Notwithstanding the provisions of this Section 10, (i) in no case
shall any U.S. Underwriter be required to contribute any amount in
excess of the amount by which the aggregate public offering price of
the U.S. Shares underwritten by it and distributed to the public
exceeds the amount of any damages that such U.S. Underwriter has
otherwise been required to pay by reason of such untrue or alleged
untrue statement or such omission or alleged omission and (ii) no
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 10, each person, if any, who controls any
U.S. Underwriter within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act shall have the same rights to
contribution as such U.S. Underwriter and each person, if any, who
controls the Company within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act, each officer of the Company who
shall have signed the Registration Statement and each director of the
Company shall have the same rights to contribution as the Company,
subject in each case to clauses (i) and (ii) of this Section 10. Any
party entitled to contribution shall, promptly after receipt of notice
of commencement of any action, suit or proceeding against such party
in respect of which a claim for contribution may be made against
another party or parties under this Section 10, notify such party or
parties from whom contribution may be sought, but the omission to so
notify such party or parties shall not relieve the party or parties
from whom contribution may be sought from any obligation it or they
may have under this Section 10 or otherwise. No party shall be liable
for contribution with respect to any action or claim settled without
its written consent; provided, however, that such written consent was
-------- -------
not unreasonably withheld.
11. SURVIVAL OF REPRESENTATIONS AND AGREEMENTS. All
representations and warranties, covenants and agreements of the U.S.
Underwriters and the Company contained in this Agreement, including
without limitation the agreements contained in Sections 6 and 7, the
indemnity agreements contained in Section 9 and the contribution
agreements contained in Section 10, shall remain
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<PAGE>
<PAGE> 38 -- EXHIBIT 1.1
operative and in full force and effect regardless of any investigation
made by or on behalf of the U.S. Underwriters or any controlling
person of any U.S. Underwriter or by or on behalf of the Company, any
of its officers and directors, and shall survive delivery of the U.S.
Shares to and payment for the U.S. Shares by the U.S. Underwriters.
The representations contained in Section 3 and the agreements
contained in Sections 6, 7, 9, 10 and 13(d) hereof shall survive the
termination of this Agreement including pursuant to Section 13 hereof.
12. DEFAULT BY A U.S. UNDERWRITER.
(a) If any U.S. Underwriter or U.S. Underwriters shall default
in its or their obligation to purchase Firm U.S. Shares or Additional
U.S. Shares hereunder, and if the Firm U.S. Shares or Additional U.S.
Shares with respect to which such default relates do not (after giving
effect to arrangements, if any, made pursuant to subsection (b) below)
exceed in the aggregate 10% of the number of shares of Firm U.S.
Shares or Additional U.S. Shares, as the case may be, that all U.S.
Underwriters have agreed to purchase hereunder, then such Firm U.S.
Shares or Additional U.S. Shares to which the default relates shall be
purchased by the non-defaulting U.S. Underwriters in proportion to the
respective proportions that the numbers of Firm U.S. Shares set forth
opposite their respective names in Schedule I hereto bear to the
aggregate number of Firm U.S. Shares set forth opposite the names of
the non-defaulting U.S. Underwriters.
(b) If such default relates to more than 10% of the Firm U.S.
Shares or Additional U.S. Shares, as the case may be, you may, in your
discretion, arrange for another party or parties (including any non-
defaulting U.S. Underwriter or U.S. Underwriters who so agree) to
purchase such Firm U.S. Shares or Additional U.S. Shares, as the case
may be, to which such default relates on the terms contained herein.
If within five (5) calendar days after such a default you do not
arrange for the purchase of the Firm U.S. Shares or Additional U.S.
Shares, as the case may be, to which such default relates as provided
in this Section 12, this Agreement (or, in the case of a default with
respect to the Additional U.S. Shares, the obligations of the U.S.
Underwriters to purchase and of the Company to sell the Additional
U.S. Shares) shall thereupon terminate, without liability on the part
of the Company with respect thereto (except in each case as provided
in Sections 7, 9(a) and 10 hereof) or the several non-defaulting U.S.
Underwriters (except as provided in Sections 9(b) and 10 hereof), but
nothing in this Agreement shall relieve a defaulting U.S. Underwriter
or U.S. Underwriters of its or their liability, if any, to the other
several U.S. Underwriters and the Company for damages occasioned by
its or their default hereunder.
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<PAGE>
<PAGE> 39 -- EXHIBIT 1.1
(c) If the Firm U.S. Shares or Additional U.S. Shares to which
the default relates are to be purchased by the non-defaulting U.S.
Underwriters, or are to be purchased by another party or parties as
aforesaid, you or the Company shall have the right to postpone the
Closing Date or Additional Closing Date, as the case may be, for a
period not exceeding five (5) business days, in order to effect
whatever changes may thereby be made necessary in the Registration
Statement or the U.S. Prospectus or in any other documents and
arrangements, and the Company agrees to file promptly any amendment or
supplement to the Registration Statement or the U.S. Prospectus that,
in the opinion of Underwriters' Counsel, may thereby be made necessary
or advisable. The term "U.S. Underwriter" as used in this Agreement
shall include any party substituted under this Section 12 with like
effect as if it had originally been a party to this Agreement with
respect to such Firm U.S. Shares and Additional U.S. Shares.
13. EFFECTIVE DATE OF AGREEMENT; TERMINATION.
(a) This Agreement shall become effective when you and the
Company shall have received notification of the effectiveness of the
Registration Statement. Until this Agreement becomes effective as
aforesaid, and in addition to the termination provisions of Section
4(a)(ii), this Agreement may be terminated by the Company by notifying
you or by you by notifying the Company without any liability of any
party to any party hereunder. Notwithstanding the foregoing, the
provisions of this Section 13 and of Sections 7, 9, 10 and 11 hereof
shall at all times be in full force and effect.
(b) This Agreement and the obligations of the U.S. Underwriters
hereunder may be terminated by you by written notice to the Company at
any time at or prior to the Closing Date (and, with respect to the
Additional U.S. Shares, the Additional Closing Date), without
liability (other than with respect to Sections 9 and 10) on the part
of any U.S. Underwriter to the Company if, on or prior to such date,
(i) the Company shall have failed, refused or been unable to perform
in any material respect any agreement on its part to be performed
hereunder, (ii) any other condition to the obligations of the U.S.
Underwriters set forth in Section 8 hereof is not fulfilled when and
as required in any material respect, (iii) trading in securities
generally on the NYSE or the American Stock Exchange or in the over-
the-counter market shall have been suspended or materially limited, or
minimum prices shall have been established on either exchange or such
market by the Commission, or by either exchange or other regulatory
body or governmental authority having jurisdiction, (iv) a general
banking moratorium shall have been declared by Federal or New York
State authorities, (v) there shall have
NYFS04...:\25\22625\0233\1545\AGR62394.V2E
<PAGE>
<PAGE> 40 -- EXHIBIT 1.1
occurred any outbreak or escalation of armed hostilities involving the
United States on or after the date hereof, or if there has been a
declaration by the United States of a national emergency or war, the
effect of which shall be, in your judgment, to make it inadvisable or
impracticable to proceed with the sale and delivery of the U.S. Shares
on the terms and in the manner contemplated in the U.S. Prospectus,
(vi) in your reasonable opinion any material adverse change shall have
occurred since the respective dates as of which information is given
in the Registration Statement or the Prospectuses in the condition
(financial or other) of the Company and its subsidiaries taken as a
whole, whether or not arising in the ordinary course of business other
than as set forth in the Prospectuses or contemplated thereby, or
(vii) there shall have occurred such a material adverse change in the
financial markets in the United States such as, in your judgment,
makes it inadvisable or impracticable to proceed with the sale and
delivery of the U.S. Shares on the terms and in the manner
contemplated in the U.S. Prospectus. Your right to terminate this
Agreement will not be waived or otherwise relinquished by their
failure to give notice of termination prior to the time that the event
giving rise to the right to terminate shall have ceased to exist,
provided that notice is given prior to the Closing Date (and, with
respect to the Additional U.S. Shares, the Additional Closing Date).
(c) Any notice of termination pursuant to this Section 13 shall
be by telephone, telex, telephonic facsimile, or telegraph, confirmed
in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the
provisions hereof (otherwise than pursuant to notification by you as
provided in subsection 13(a) or 13(b) hereof), or if the sale of the
U.S. Shares provided for herein is not consummated because any
condition to the obligations of the U.S. Underwriters set forth herein
is not satisfied or because of any refusal, inability or failure on
the part of the Company to perform any agreement herein or to comply
with any provision hereof, the Company agrees, subject to demand by
you, to reimburse the U.S. Underwriters for all reasonable out-of-
pocket expenses (including the reasonable fees and expenses of
Underwriters' Counsel), incurred by the U.S. Underwriters in
connection herewith.
14. NOTICES. All communications hereunder, except as may
be otherwise specifically provided herein, shall be in writing and, if
sent to any one or more of the U.S. Underwriters, shall be mailed,
delivered, or telexed or telegraphed or faxed and confirmed in
writing, to Bear, Stearns & Co. Inc., 245 Park Avenue, New York, New
York 10167, Attention: Corporate Finance Department (Fax No. (212)
272-3092); if sent to the Company,
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<PAGE>
<PAGE> 41 -- EXHIBIT 1.1
shall be mailed, delivered, or telegraphed or faxed and confirmed in
writing, to the Company, 63 Lincoln Highway, Malvern, Pennsylvania
19355, Attention: Chief Financial Officer, (Fax No. (215) 296-0657).
15. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be an original but all of
which together shall constitute one instrument.
16. PARTIES. The Company shall be entitled to act and rely
upon any request, notice, consent, waiver or agreement purportedly
given by the U.S. Underwriters or you when the same shall have been
given and signed by Bear, Stearns. This Agreement shall inure solely
to the benefit of, and shall be binding upon, each of the U.S.
Underwriters and the Company and the controlling persons, directors,
officers, employees and agents referred to in Sections 9 and 10, and
their respective successors and assigns, and no other person shall
have or be construed to have any legal or equitable right, remedy or
claim under or in respect of or by virtue of this Agreement or any
provision herein contained. The term "successors and assigns" shall
not include a purchaser, in its capacity as such, of U.S. Shares from
the U.S. Underwriters.
17. CONSTRUCTION. This Agreement shall be construed in
accordance with the internal laws of the State of New York.
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<PAGE>
<PAGE> 42 -- EXHIBIT 1.1
If the foregoing correctly sets forth the complete agreement
between the U.S. Underwriters, on the one hand, and the Company, on
the other hand, please so indicate in the space provided below for
that purpose, whereupon this letter shall constitute a binding
agreement among us.
Very truly yours,
VISHAY INTERTECHNOLOGY, INC.
By:
-------------------------------------
Name:
Title:
Accepted as of the date first above written.
BEAR, STEARNS & CO. INC.
Acting on its own behalf and as a
representative of the several U.S. Underwriters
named in Schedule I annexed hereto.
By:
--------------------------------
Name:
Title:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
Acting on its own behalf and as a
representative of the several U.S. Underwriters
named in Schedule I annexed hereto.
By:
--------------------------------
Name:
Title:
LEHMAN BROTHERS INC.
Acting on its own behalf and as a
representative of the several U.S. Underwriters
named in Schedule I annexed hereto.
By:
--------------------------------
Name:
Title:
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<PAGE>
<PAGE> 43 -- EXHIBIT 1.1
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
Acting on its own behalf and as a
representative of the several U.S. Underwriters
named in Schedule I annexed hereto.
By:
--------------------------------
Name:
Title:
SALOMON BROTHERS INC
Acting on its own behalf and as a
representative of the several U.S. Underwriters
named in Schedule I annexed hereto.
By:
--------------------------------
Name:
Title:
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<PAGE>
<PAGE> 44 -- EXHIBIT 1.1
SCHEDULE I
Number of
Firm U.S. Shares
Name of U.S. Underwriter to be Purchased
------------------------ ---------------
Bear, Stearns & Co. Inc. . . . . . . . . . .
Donaldson, Lufkin & Jenrette
Securities Corporation . . . . . . . . . .
Lehman Brothers Inc. . . . . . . . . . . . .
Merrill Lynch, Pierce, Fenner &
Smith Incorporated . . . . . . . . . . . .
Salomon Brothers Inc . . . . . . . . . . . .
___________
TOTAL 2,200,000
===========
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<PAGE>
<PAGE> 45 -- EXHIBIT 1.1
SCHEDULE II
MATERIAL SUBSIDIARIES
JURISDICTION OF
NAME INCORPORATION
---- ---------------
Dale Holdings, Inc. Delaware
Dale Electronics, Inc. Delaware
Measurements Group, Inc. Delaware
Vishay Sprague Holdings Corp. Delaware
E-Sil Components Ltd. United Kingdom
Draloric Electronic GmbH Germany
Vishay Beteiliguns GmbH Germany
Roederstein GmbH Germany
Nicolitch S.A. France
Sfernice S.A. France
Vishay Israel Limited Israel
Dale Israel Limited Israel
Draloric Israel Limited Israel
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<PAGE>
<PAGE> 46 -- EXHIBIT 1.1
<TABLE>
<CAPTION>
SCHEDULE III
COMPANY SUBSIDIARIES
Percent of
Name Jurisdiction Ownership
---- ------------ ---------
<S> <C> <C>
Nippon Vishay, K.K. Japan 100%
Vishay F.S.C., Inc. U.S. Virgin Islands 100%
Vishay Holdings, Inc. Delaware 100%
Roederstein Electronics, Inc. Delaware 100%
Measurements Group, Inc. Delaware 100%
Vishay MicroMeasures SA France 100%
Measurements Group GmbH Germany 100%
Grupo Da Medidas
Iberica S.L. Spain 100%
Vishay Israel Limited Israel 90%
Z.T.R. Electronics Ltd. Israel 100%
Vishay International Trade Ltd. Israel 100%
Vishay Israel North Ltd. ______ _____
Dale Israel Electronics
Industries Ltd. Israel 100%
Draloric Israel Ltd. Israel 100%
V.I.E.C. Ltd. Israel 100%
Vilna Equities Holding, B.V. Netherlands 100%
Visra Electronics
Financing B.V. Netherlands 100%
Measurements Group (U.K.) Ltd. U.K. 100%
Vishay Beteiliguns GmbH Germany 79.90% by Vishay
Israel
7.56% by Vishay
9.01% by Vilna
3.53% by Dale
Roederstein GmbH Germany 100%
Roederstein-
Produktionsgesellschaft Germany 100%
Roederstein Electronics
Portugal Lda. Portugal 95%
Roederstein Bauelemente
Vartrieb GmbH Germany 51%
Roederstein Bauelemente
Vertrieb GmbH Germany 75%
Roederstein Bauelemente
Vertrieb GmbH Germany 70%
Roederstein Bauelemente
Vertrieb A.G. Switzerland 100%
Roederstein Vertrieb
elektronischer
Bauelemente & Co. Austria 70%
Roederstein Vertrieb
elektronischer
Bauelemente Ges. mbH Austria 77.78%
Klevestav-Roederstein
Festigheter AB Sweden 50%
</TABLE>
-------------------------------------------
Note: Names of Subsidiaries are indented under name of Parent
Page of 3
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<PAGE>
<PAGE> 47 -- EXHIBIT 1.1
Percent of
Name Jurisdiction Ownership
---- ------------ ---------
Djie Roederstein
Electronische
Onderdelen B.V. Netherlands 40%
N.V. Roederstein Electronics
Components S.A. Belgium 48%
Fabrin-Roederstein A.S. Denmark 40%
OY OKAB-Roederstein AB Finland 44.4%
Roederstein Finland OY Finland 40%
ROGIN Electronic S.A. Spain 33%
Roederstein Norge AS Norway 40%
Roederstein-Hilfe-GmbH Germany 100%
Draloric Electronics GmbH Germany 100%
Draloric Electronic
SPOL S RO Czechoslovakia 100%
Sfernice S.A. France 99.8%
Vishay Composants
Electroniques SARL France 100%
Nicolitch S.A. France 100%
Gravures
Industrielles
Mulhousiennes
S.A. France 100%
Sfernice Ltd. U.K. 100%
Aztronic S.A. France 100%
Ultronix, Inc. Delaware 100%
Ohmtek, Inc. New York 100%
Techno
Components
Corp. Delaware 100%
E-Sil Components Ltd. U.K. 100%
Vishay Components
(U.K.) Ltd. U.K. 100%
Grued, Corp. Delaware 100%
Con-Gro, Inc. Delaware 100%
Gro-Con, Inc. Delaware 100%
Angstrohm
Precision,
Inc. Delaware 100%
Alma Components Ltd. Guernsey 100%
Vishay Resistor
Products (U.K.) Ltd. U.K. 100%
Heavybarter,
Unlimited U.K. 100%
Vishay-Mann
Limited U.K. 100%
Dale Holdings, Inc. Delaware 100%
Dale Electronics, Inc. Delaware 100%
Componentes Dale de Mexico
S.A. de C.V. Mexico 100%
Electronica Dale de Mexico
S.A. de C.V. Mexico 100%
------------------------
Note: Names of Subsidiaries are indented under name of Parent
Page of 3
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<PAGE>
<PAGE> 48 -- EXHIBIT 1.1
Percent of
Name Jurisdiction Ownership
---- ------------ ---------
Vishay Electronic Components
Asia Pte., Ltd. Singapore 100%
Nytron Inductors, Inc. North Carolina 100%
Jeffers Electronics, Inc. _____________ ____
Jefel de Mexico S.A.
de C.V. Mexico 100%
The Colber Corporation New Jersey 100%
Dale Test Laboratories, Inc. South Dakota 100%
Angstrohm Precision, Inc. Maryland 100%
Bradford Electronics, Inc. Delaware 100%
Vishay Sprague Holdings Corp. Delaware 100%
Sprague North Adams, Inc. Massachusetts 100%
Sprague Sanford, Inc. Maine 100%
Vishay Sprague, Inc. Delaware 100%
Vishay Sprague Canada Holdings
Inc. Canada 100%
Sprague Electric of Canada
Limited Canada 100%
Sprague France S.A. France 100%
Sprague Asia, Ltd. ________ ____
Sprague Palm Beach, Inc. ________ ____
-------------------------------------------
Note: Names of Subsidiaries are indented under name of Parent
Page of 3
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<PAGE>
<PAGE> 49 -- EXHIBIT 1.1
EXHIBIT A
2,200,000 Shares
VISHAY INTERTECHNOLOGY, INC.
Common Stock
FORM OF U.S. PRICING AGREEMENT
___________________
___________, 1994
Bear, Stearns & Co. Inc.
Donaldson, Lufkin & Jenrette
Securities Corporation
Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
Salomon Brothers Inc
as Representatives of the
several U.S. Underwriters named
in the U.S. Underwriting Agreement
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
Reference is made to the U.S. Underwriting Agreement dated
______________, 1994 (the "U.S. Underwriting Agreement") among Vishay
Intertechnology, Inc. (the "Company") and the several U.S.
Underwriters named therein (the "U.S. Underwriters"), for whom Bear,
Stearns & Co. Inc., Donaldson, Lufkin & Jenrette Securities
Corporation, Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Salomon Brothers Inc are acting as
representatives. The U.S. Underwriting Agreement provides for the
purchase by the U.S. Underwriters from the Company, subject to the
terms and conditions set forth therein, of an aggregate of 2,200,000
shares (the "Firm U.S. Shares") of the Company's common stock, par
value $.10 per share. This Agreement is the U.S. Pricing Agreement
referred to in the U.S. Underwriting Agreement.
Pursuant to Section 4 of the U.S. Underwriting Agreement,
the Company agrees with each U.S. Underwriter as follows:
1. The public offering price per share for the Firm U.S.
Shares, determined as provided in said Section 4, shall be $_____.
2. The purchase price per share for the Firm U.S. Shares to
be paid by the several U.S. Underwriters shall be $______, being an
amount equal to the public offering price set forth above less $_____
per share.
The Company represents and warrants to each of the U.S.
Underwriters that the representations and warranties of the Company
set forth in Section 3 of the U.S. Underwriting Agreement are accurate
as though expressly made at and as of the date hereof.
This Agreement shall be governed by the laws of the State of
New York.
<PAGE>
<PAGE> 50 -- EXHIBIT 1.1
If the foregoing is in accordance with our understanding of
the U.S. Underwriting Agreement, please sign and return to the Company
a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement among the U.S.
Underwriters and the Company in accordance with its terms and the
terms of the U.S. Underwriting Agreement.
Very truly yours,
VISHAY INTERTECHNOLOGY, INC.
By:
------------------------------------------
Name:
Title:
Confirmed and accepted as of
the date first above written:
BEAR, STEARNS & CO. INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
LEHMAN BROTHERS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
SALOMON BROTHERS INC
Acting on its own themselves and as
representatives of the other U.S. Underwriters
named in the U.S. Underwriting Agreement.
By: BEAR, STEARNS & CO., INC.
By:
--------------------------------
Name:
Title:
A-2
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<PAGE>
<PAGE> 1 -- EXHIBIT 1.2
WGM DRAFT
07/17/94
550,000 SHARES OF COMMON STOCK
VISHAY INTERTECHNOLOGY, INC.
INTERNATIONAL UNDERWRITING AGREEMENT
------------------------------------
__, 1994
----------
Bear, Stearns International Limited
Donaldson, Lufkin & Jenrette
Securities Corporation
Lehman Brothers International (Europe)
Merrill Lynch International Limited
Salomon Brothers International Limited
as Lead Managers of the
several Managers named
in Schedule I hereto
c/o Bear, Stearns International Limited
One Canada Square
London E14 5AD, England
Ladies and Gentlemen:
The undersigned, Vishay Intertechnology, Inc., a Delaware
corporation (the "Company"), hereby confirms its agreement with you as
follows:
1. MANAGERS. The term "Managers", as used herein, refers
collectively to you and the other underwriters named in Schedule I
annexed hereto and made a part hereof, for whom you are acting as
representative. Except as may be expressly set forth below, any
reference to you in this Agreement shall be solely in your capacity as
representatives of the Managers.
2. DESCRIPTION OF STOCK.
(a) The Company proposes to issue and sell to the Managers
an aggregate of 550,000 shares (the "Firm International Shares") of
its Common Stock, par value $.10 per share (the "Common Stock"), upon
the terms set forth in Section 8 hereof. The Company also proposes to
grant to the Managers the option to purchase from the Company, for the
sole purpose of covering over-allotments in connection with the sale
of the Firm International Shares, an aggregate of up to 82,500
additional shares (the "Additional International Shares") of Common
Stock upon the terms set forth in Section 8 hereof and for the
purposes set forth in subsection 4(b) hereof. The Firm International
Shares and the
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<PAGE>
<PAGE> 2 -- EXHIBIT 1.2
Additional International Shares are hereinafter referred to
collectively as the "International Shares."
(b) It is understood and agreed to by all the parties that
the Company is concurrently entering into an agreement (the "U.S.
Underwriting Agreement") providing for the sale by the Company of up
to a total of 2,200,000 shares (the "Firm U.S. Shares") of Common
Stock through arrangements with certain underwriters in the United
States (the "U.S. Underwriters"), for which Bear, Stearns & Co. Inc.,
Donaldson, Lufkin & Jenrette Securities Corporation, Lehman Brothers
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon
Brothers Inc are acting as representatives. The Company also proposes
to grant to the U.S. Underwriters the option to purchase, for the sole
purpose of covering over-allotments in connection with the sale of the
Firm U.S. Shares, up to an aggregate of 330,000 additional shares (the
"Additional U.S. Shares") of Common Stock. The Firm U.S. Shares and
the Additional U.S. Shares are collectively referred to herein as the
"U.S. Shares," the International Shares and the U.S. Shares are
collectively referred to herein as the "Shares" and this Agreement and
the U.S. Underwriting Agreement are collectively referred to as the
"Underwriting Agreements."
(c) It is also understood and agreed to by all the parties
that the U.S. Underwriters have entered into an agreement with the
Managers (the "Agreement between U.S. Underwriters and Managers")
contemplating the coordination of certain transactions between the
U.S. Underwriters and the Managers and that, pursuant thereto and
subject to the conditions set forth therein, the U.S. Underwriters may
(i) purchase from the Managers a portion of the International Shares
to be sold to the Managers pursuant to this Agreement or (ii) sell to
the Managers a portion of the U.S. Shares to be sold to the U.S.
Underwriters pursuant to the U.S. Underwriting Agreement. The Company
also understands that any such purchases and sales between the U.S.
Underwriters and the Managers shall be governed by the Agreement
between U.S. Underwriters and Managers and shall not be governed by
the terms of this Agreement.
(d) Prior to the public offering of the International
Shares by the Managers, the Company and you, acting on behalf of the
Managers, shall enter into an agreement substantially in the form of
Exhibit A hereto (the "International Pricing Agreement"). The
International Pricing Agreement may take the form of an exchange of
any standard form of written telecommunication between the parties
hereto and shall specify such applicable information as is indicated
on Exhibit A hereto. The offering of the International Shares shall
be governed by this Agreement, as supplemented by the International
Pricing Agreement. From and after the date of the execution and
delivery of the International
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<PAGE>
<PAGE> 3 -- EXHIBIT 1.2
Pricing Agreement, this Agreement shall be deemed to incorporate the
International Pricing Agreement.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to, and agrees with,
each Manager that:
(a) The Company meets the requirements for the use of Form
S-3 under the Securities Act of 1933, as amended (the "Act"), and
has prepared and filed with the Securities and Exchange
Commission (the "Commission"), pursuant to the Act and the rules
and regulations promulgated by the Commission thereunder (the
"Regulations"), a registration statement on Form S-3 (File No.
33- ) relating to the Shares [and ___ amendment(s) thereto],
-----
including [in each case] a preliminary prospectus relating to the
offering of the International Shares. The Company next proposes
to file with the Commission after the effectiveness of such
registration statement, in accordance with Rules 430A and
424(b)(1) or Rule 424(b)(4) of the Regulations, a final
prospectus with respect to the offering of the International
Shares, the final prospectus so filed in either case to include
all Rule 430A Information (as hereinafter defined) and to
conform, in content and form, to the last printer's proof thereof
furnished to and approved by you immediately prior to such
filing. As used in this Agreement, (i) the term "Effective Date"
means the date that the registration statement hereinabove
referred to is declared effective by the Commission, (ii) the
term "Registration Statement" means such registration statement
as last amended prior to the time the same was declared effective
by the Commission, including all exhibits and schedules thereto,
all documents (including financial statements, financial
schedules and exhibits) incorporated therein by reference and all
Rule 430A Information deemed to be included therein at the
Effective Date pursuant to Rule 430A of the Regulations, (iii)
the term "Rule 430A Information" means information with respect
to the Shares and the public offering thereof permitted, pursuant
to the provisions of paragraph (a) of Rule 430A of the
Regulations, to be omitted from the form of prospectus included
in the Registration Statement at the time it is declared
effective by the Commission, (iv) the term "U.S. Prospectus"
means the form of final prospectus relating to the U.S. Shares
first filed with the Commission pursuant to Rule 424(b) of the
Regulations or, if no filing pursuant to Rule 424(b) is required,
the form of final prospectus included in the Registration
Statement at the Effective Date, (v) the term "International
Prospectus"
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<PAGE>
<PAGE> 4 -- EXHIBIT 1.2
means the form of final prospectus relating to the International
Shares first filed with the Commission pursuant to Rule 424(b) of
the Regulations or, if no filing pursuant to Rule 424(b) is
required, the form of final prospectus included in the
Registration Statement at the Effective Date (the U.S. Prospectus
and the International Prospectus are referred to collectively as
the "Prospectuses"), (vi) the term "U.S. Preliminary Prospectus"
means any preliminary prospectus (as described in Rule 430 of the
Regulations) with respect to the U.S Shares that omits Rule 430A
Information and (vii) the term "International Preliminary
Prospectus" means any preliminary prospectus (as described in
Rule 430 of the Regulations) with respect to the International
Shares that omits Rule 430A Information (the U.S. Preliminary
Prospectus and the International Preliminary Prospectus are
referred to collectively as the "Preliminary Prospectuses"). Any
reference herein to either Preliminary Prospectus or Prospectus
shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3
that were filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on or before the date of such
Preliminary Prospectus or the date of such Prospectus, as the
case may be, except that any such documents shall be deemed to be
modified or superseded to the extent that a statement contained
in such Preliminary Prospectus or such Prospectus or in any other
subsequently filed document that also is or is deemed to be
incorporated by reference therein modifies or supersedes such
statement (all such documents being hereinafter referred to as
the "Incorporated Documents").
(b) On the Effective Date, the date the International
Prospectus is first filed with the Commission pursuant to Rule
424(b) of the Regulations (if required), at all times subsequent
thereto to and including the Closing Date and, if later, the
Additional Closing Date (each as hereinafter defined), when any
post-effective amendment to the Registration Statement becomes
effective or any supplement to the International Prospectus is
filed with the Commission, and during such longer period as the
International Prospectus may be required to be delivered in
connection with sales of International Shares by the Managers or
a dealer, the Registration Statement and the International
Prospectus (as amended or supplemented if the Company shall have
filed with the Commission an amendment or supplement thereto) did
or will comply in all material respects with the applicable
provisions of the Act, the Regulations, the Exchange Act and the
rules and regulations thereunder, and did not and will not
contain an untrue
NYFS04...:\25\22625\0233\1545\AGR71094.U3A
<PAGE>
<PAGE> 5 -- EXHIBIT 1.2
statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the
statements made therein (in the case of the International
Prospectus, in light of the circumstances under which they were
made) not misleading. When any International Preliminary
Prospectus was first filed with the Commission (whether filed as
part of the Registration Statement or an amendment thereof or
pursuant to Rule 424(a) of the Regulations) and when any
amendment thereof or supplement thereto was first filed with the
Commission, such International Preliminary Prospectus and any
amendments thereof and supplements thereto complied in all
material respects with the applicable provisions of the Act and
the Exchange Act and the respective rules and regulations
thereunder and did not contain an untrue statement of a material
fact or omit to state any material fact required to be stated
therein or necessary to make the statements made therein, in
light of the circumstances under which they were made, not
misleading. No representation and warranty, however, is made in
this subsection 3(b) by the Company with respect to written
information contained in or omitted from the Registration
Statement, the International Prospectus, any International
Preliminary Prospectus, or any amendment or supplement in
reliance upon and in conformity with information furnished to the
Company by or on your behalf with respect to the Managers and the
plan of distribution of the Shares expressly for use in
connection with the preparation thereof. Each of the
Incorporated Documents, when each was first filed with the
Commission, complied in all material respects with the applicable
provisions of the Exchange Act and the rules and regulations of
the Commission thereunder and any further documents so filed and
incorporated by reference will, when they are filed with the
Commission, comply in all material respects with the applicable
provisions of the Exchange Act. None of such filed documents
when they were filed (or, if an amendment with respect thereto
was filed, when such amendment was filed), contained an untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein, in light of circumstances under which they were made,
not misleading; and no such further document, when it is filed
with the Commission, will contain an untrue statement of a
material fact required to be stated therein or necessary to make
the statements made therein, in light of the circumstances under
which they were made, not misleading.
(c) Each contract, agreement, instrument, lease, license or
other item required to be described or incorporated by reference
in the Registration Statement or
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<PAGE>
<PAGE> 6 -- EXHIBIT 1.2
the International Prospectus has been properly described, or
shall be properly described, as the case may be, in all material
respects or incorporated by reference therein. Each contract,
agreement, instrument, lease, license, or other item required to
be filed as an exhibit to the Registration Statement has been
filed with the Commission as an exhibit to, or has been
incorporated by reference as an exhibit into, the Registration
Statement.
(d) Ernst & Young, whose separate report has been filed
with the Commission and is incorporated by reference in the
Registration Statement, are independent public accountants with
regard to the Company, and KPMG Peat Marwick, whose separate
report has been filed with the Commission as part of the
Registration Statement, are independent public accountants with
regard to Vitramon, Incorporated, a Delaware corporation
("Vitramon"), as required by and within the meaning of the Act
and the Regulations. The consolidated financial statements of
the Company and its consolidated subsidiaries (the "Company
Financials") incorporated by reference in the Registration
Statement and to be incorporated by reference in the
International Prospectus fairly present, with respect to the
Company and its consolidated subsidiaries, the consolidated
financial position, the consolidated results of operations and
the other information purported to be shown therein at the
respective dates and for the respective periods to which they
apply. The Company Financials have been prepared in accordance
with generally accepted accounting principles as in effect in the
United States ("US GAAP") consistently applied throughout the
periods involved, and are, in all material respects, prepared in
accordance with the books and records of the Company and its
consolidated subsidiaries. The financial statements of Vitramon
(the "Vitramon Financials") included in the Registration
Statement and to be included in the International Prospectus
fairly present, with respect to Vitramon, the financial position,
the results of operations and the other information purported to
be shown therein at the respective dates and for the respective
periods to which they apply. The Vitramon Financials have been
prepared in accordance with US GAAP consistently applied
throughout the periods involved, and are, in all material
respects, prepared in accordance with the books and records of
Vitramon. The pro forma consolidated balance sheet and
consolidated statement of income of the Company and Vitramon
(together, the "Pro forma Financials") set forth in the
Registration Statement and to be set forth in the International
Prospectus fairly present the information purported to be shown
therein at the respective dates thereof and for the respective
periods
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<PAGE>
<PAGE> 7 -- EXHIBIT 1.2
covered thereby. The Pro forma Financials have been prepared on
the basis set forth therein and all adjustments have been
properly applied. The assumptions in the Pro forma Financials
are reasonable. No other financial statements are required by
Form S-3 or otherwise to be included in the Registration
Statement or the International Prospectus.
(e) Subsequent to the respective dates as of which
information is given in the Registration Statement, except as set
forth in the Registration Statement, there has not been any
material adverse change in the business, properties, operations,
condition (financial or other) or results of operations of the
Company and its subsidiaries taken as a whole, whether or not
arising from transactions in the ordinary course of business, and
since the date of the latest balance sheet of the Company
included or incorporated by reference in the Registration
Statement, neither the Company nor any of its subsidiaries has
incurred or undertaken any liabilities or obligations, direct or
contingent, that are material to the Company and its subsidiaries
taken as a whole, except for liabilities or obligations (i)
incurred or undertaken in the ordinary course of business or (ii)
disclosed in the Registration Statement.
(f) The Company has all requisite legal right power and
authority to execute, deliver and perform this Agreement and to
issue, sell and deliver those of the International Shares as are
to be issued, sold and delivered by the Company hereunder in
accordance with the terms and conditions of this Agreement. This
Agreement has been duly and validly authorized, executed and
delivered by the Company and is a legal and binding obligation of
the Company, enforceable against the Company in accordance with
its terms except (i) that rights to indemnity and/or contribution
hereunder may be limited by federal or state securities laws or
the public policy underlying such laws, (ii) that such
enforcement may be subject to bankruptcy, insolvency,
reorganization or other similar laws now or hereafter in effect
relating to creditors' rights generally and (iii) that the remedy
of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may
be brought.
(g) The execution, delivery and performance by the Company
of this Agreement and the International Pricing Agreement and the
consummation of the transactions contemplated hereby will not (i)
conflict with or result in
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<PAGE> 8 -- EXHIBIT 1.2
a breach of any of the terms and provisions of, or constitute a
default (or an event that with notice or lapse of time, or both,
would constitute a default) or require consent under, or result
in the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company or any of its
subsidiaries pursuant to the terms of, any agreement, instrument,
franchise, license or permit to which the Company or any of its
subsidiaries is a party or by which the Company or any of its
subsidiaries or their respective properties or assets may be
bound and that is material to the Company and its subsidiaries
taken as a whole, or (ii) violate or conflict with any provision
of the certificate of incorporation, by-laws or similar governing
instruments of the Company or any of its subsidiaries listed on
Schedule II hereto (the "Material Subsidiaries") or (iii) violate
or conflict with any judgment, decree, order, statute, rule or
regulation of any court or any public, governmental or regulatory
agency or body having jurisdiction over the Company or any of its
Material Subsidiaries or any of their respective properties or
assets, except for those violations that individually or in the
aggregate would not have a material adverse effect on the Company
and its subsidiaries taken as a whole.
(h) No consent, approval, authorization, order,
registration, filing, qualification, license or permit of or with
any court or any public, governmental or regulatory agency or
body having jurisdiction over the Company or any of its
subsidiaries or any of their respective properties or assets is
required for the execution, delivery and performance of this
Agreement by the Company and the consummation of the transactions
contemplated hereby, except the registration under the Act of the
Shares, the authorization of the Shares for listing on the New
York Stock Exchange (the "NYSE") and such consents, approvals,
authorizations, orders, registrations, filings, qualifications,
licenses and permits as may be required under state securities
laws in connection with the purchase and distribution of the
Shares by the U.S. Underwriters and the Managers. No consent of
any party to any material contract, agreement, instrument, lease,
license, arrangement or understanding to which the Company or any
subsidiary is party, or to which any of their respective
properties or assets are subject, is required for the execution,
delivery or performance of this Agreement by the Company or for
the issuance, sale or delivery by the Company of those of the
Shares as are to be issued and sold hereunder by the Company.
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<PAGE> 9 -- EXHIBIT 1.2
(i) All of the currently outstanding shares of Common Stock
and the issued or outstanding shares of capital stock of each of
the Material Subsidiaries, have been duly and validly authorized,
have been, or prior to the Closing Date will have been, duly and
validly issued, are fully paid and nonassessable and were not, or
will not have been, issued in violation of or subject to any
preemptive rights. Those of the International Shares to be
issued and sold by the Company hereunder have been duly and
validly authorized and, when issued, delivered and sold in
accordance with this Agreement, will be duly and validly issued,
fully paid and nonassessable, and will not have been issued in
violation of or subject to any preemptive rights. The Company
had, at March 31, 1994, an authorized and outstanding
capitalization as set forth in the Registration Statement and as
shall be set forth in the International Prospectus, both on an
historical basis and as adjusted to give retroactive effect to
the Company's acquisition of Vitramon and the financing thereof.
The Common Stock conforms to the description thereof set forth
in, or incorporated by reference into, the Registration Statement
and as shall be set forth in or incorporated by reference into,
the International Prospectus. The Company owns directly or
indirectly all of the shares of capital stock of the Company's
subsidiaries, free and clear of all claims, liens, security
interests, pledges, charges, encumbrances, stockholders
agreements and voting trusts except as otherwise described in
Schedule III hereto or in the Registration Statement and as may
be disclosed in the International Prospectus, other than
immaterial amounts of shares that are owned by employees of
certain subsidiaries.
(j) There is no commitment, plan or arrangement to issue,
and no outstanding option, warrant or other right calling for the
issuance of, any share of capital stock of the Company or of any
subsidiary or any security or other instrument that by its terms
is convertible into, exercisable for, or exchangeable for capital
stock of the Company or any subsidiary of the Company, except as
described in the Registration statement and as may be described
in the International Prospectus.
(k) The Company has no active subsidiaries other than those
listed in Schedule III hereto and all references in this
Agreement to subsidiaries of the Company (except as otherwise
provided) shall be deemed limited to the Company's active
subsidiaries. Each of the Company and its Material Subsidiaries
has been duly organized and is validly existing as a corporation
in good standing under the laws of its jurisdiction of
incorporation. Each of the Company and its
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<PAGE> 10 -- EXHIBIT 1.2
Material Subsidiaries is duly qualified and in good standing as a
foreign corporation in each jurisdiction in which the character
or location of its properties (owned, leased or licensed) or the
nature or conduct of its business makes such qualification
necessary, except for those failures to be so qualified or in
good standing that will not in the aggregate have a material
adverse effect on the Company and its subsidiaries taken as a
whole. Each of the Company and its Material Subsidiaries has all
requisite power and authority, and all necessary consents,
approvals, authorizations, orders, registrations, filings,
qualifications, licenses and permits of and from all public,
regulatory or governmental agencies and bodies, to own, lease and
operate its properties and conduct its business as now being
conducted and as described in the Registration Statement and as
may be described in the International Prospectus (except for
those the absence of which, individually or in the aggregate,
would not have a material adverse effect on the Company and its
subsidiaries taken as a whole), and no such consent, approval,
authorization, order, registration, qualification, license or
permit contains a materially burdensome restriction that is not
adequately disclosed in the Registration Statement and the
International Prospectus.
(l) Neither the Company nor any of its subsidiaries, nor to
the best knowledge of the Company or any subsidiary, any other
party, is in violation or breach of, or in default (nor has an
event occurred that with notice, lapse of time or both, would
constitute a default) with respect to complying with, any
material provision of any contract, agreement, instrument, lease,
license, arrangement, or understanding that is material to the
Company and its subsidiaries taken as a whole, except for such
violations, breaches and defaults as, individually or in the
aggregate, would not have a material adverse effect on the
financial condition, results of operation or business of the
Company and its subsidiaries taken as a whole; and each such
contract, agreement, instrument, lease, license, arrangement, and
understanding is in full force and effect, and is the legal,
valid, and binding obligation of the Company or such subsidiary,
as the case may be, and (subject to applicable bankruptcy,
insolvency, and other laws affecting the enforceability of
creditors' rights generally) is enforceable as to the Company or
such subsidiary, as the case may be, in accordance with its
terms. The Company and each Material Subsidiary enjoys peaceful
and undisturbed possession in all material respects under all
material leases and licenses under which it is operating.
Neither the Company nor any of its Material Subsidiaries is in
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<PAGE> 11 -- EXHIBIT 1.2
violation of its certificate of incorporation, by-laws or similar
governing instrument.
(m) There is no litigation, arbitration, claim,
governmental or other proceeding or investigation pending or, to
the best knowledge of the Company or any subsidiary after due
inquiry, threatened (or any basis therefor known to the Company
or any subsidiary), with respect to the Company, any subsidiary,
or any of their respective operations, businesses, properties or
assets except as disclosed in the Registration Statement and as
may be described in the International Prospectus, that might
have, individually or in the aggregate, a material adverse effect
upon the financial condition, results of operations, operations,
business, properties, assets or liabilities of the Company and
its subsidiaries taken as a whole. There is no contract or other
document concerning the Company or any of its subsidiaries of a
character required to be disclosed in the Registration Statement
and the International Prospectus or to be filed as an exhibit to
the Registration Statement that has not been so disclosed or
filed.
(n) Each of the Company and its subsidiaries has good and
marketable title to all of its real and personal properties and
assets that are owned by it, free and clear of all liens,
security interests, pledges, charges, encumbrances, and mortgages
(except as disclosed in the Registration Statement and as may be
disclosed in the International Prospectus or such as individually
or in the aggregate do not have a material adverse effect upon
the financial condition, results of operations, operations,
business, properties, assets or liabilities of the Company and
its subsidiaries taken as a whole). No real property owned,
leased, licensed, or used by the Company or by a Material
Subsidiary lies in an area that is, or to the best knowledge of
the Company or any Material Subsidiary will be, subject to
zoning, use, or building code restrictions that would prohibit,
and no state of facts relating to the actions or inaction of
another person or entity or his, her or its ownership, leasing,
licensing, or use of any real or personal property exists that
would prevent, the continued effective ownership, leasing,
licensing, or use of such real property in the business of the
Company or such subsidiary as presently conducted or as the
International Prospectus indicates it contemplates conducting
(except as may be described in the International Prospectus or
such as individually or in the aggregate do not have a material
adverse effect upon the financial condition, results of
operations, operations, business, properties, assets or
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<PAGE> 12 -- EXHIBIT 1.2
liabilities of the Company and its subsidiaries taken as whole).
(o) All material patents, patent applications, trademarks,
trademark applications, trade names, service marks, copyrights,
franchises, and other intangible properties and assets (all of
the foregoing being herein called "Intangibles") that the Company
or any subsidiary owns or has pending, or under which it is
licensed, are in good standing, are uncontested and are set forth
in the Registration Statement. Neither the Company nor any
subsidiary has received notice of infringement with respect to
asserted Intangibles of others. To the knowledge of the Company
and any subsidiary, there is no infringement by others of
Intangibles of the Company or any subsidiary that has had or may
in the future have a materially adverse effect on the financial
condition, results of operations, operations, business,
properties, assets or liabilities of the Company and its
subsidiaries taken as a whole.
(p) To the Company's knowledge, neither the Company or any
subsidiary, nor any director, officer or employee of the Company
or any subsidiary has, directly or indirectly, used any corporate
funds for unlawful contributions, gifts, entertainment, or other
unlawful expenses relating to political activity; made any
unlawful payment to foreign or domestic government officials or
employees or to foreign or domestic political parties or
campaigns from corporate funds; violated any provision of the
Foreign Corrupt Practices Act of 1977, as amended; or made any
bribe, rebate, payoff, influence payment, kickback, or other
unlawful payment.
(q) No person has the right by contract or otherwise to
require registration under the Act of shares of Common Stock or
other securities of the Company because of the filing or
effectiveness of the Registration Statement.
(r) Neither the Company nor any of its officers, directors
or affiliates (as defined in the Regulations) has taken or will
take, directly or indirectly, prior to the termination of the
underwriting contemplated by this Agreement, any action designed
to stabilize or manipulate the price of any security of the
Company, or that has caused or resulted in, or that might
reasonably be expected to cause or result in, stabilization or
manipulation of the price of any security of the Company, to
facilitate the sale or resale of any of the Shares.
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<PAGE> 13 -- EXHIBIT 1.2
(s) Neither the Company nor any of its subsidiaries is, or
intends to conduct its business in such a manner that it would
become, an "investment company" or a company "controlled" by an
"investment company" as defined in the Investment Company Act of
1940, as amended (the "Investment Company Act").
(t) Except as may be set forth in the International
Prospectus, the Company has not incurred any liability for a fee,
commission, or other compensation on account of the employment of
a broker or finder in connection with the transactions
contemplated by this Agreement.
(u) Each of the Company and its Material Subsidiaries
maintains a system of internal accounting controls sufficient to
provide reasonable assurances that (i) transactions are executed
in accordance with management's general or specific
authorization; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain
accountability for assets; (iii) the access to the respective
assets of the Company and each subsidiary, as the case may be, is
permitted only in accordance with management's general or
specific authorization; and (iv) the recorded accountability for
assets is compared with existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.
(v) Other than as disclosed in the Registration Statement
and as shall be disclosed in the International Prospectus, no
labor dispute with the employees of the Company or any of its
subsidiaries exists or, to the knowledge of management of the
Company, is imminent that, singly or in the aggregate, is or is
reasonably likely to be materially adverse to the Company and its
subsidiaries taken as a whole, and the Company is not aware of
any existing or imminent labor disturbance by the employees of
any of its principal suppliers, manufacturers or contractors that
reasonably can be expected to have a material adverse effect on
the financial condition, results of operations, operations or
business of the Company and its subsidiaries taken as a whole.
(w) (i) All United States Federal income tax returns of the
Company and each of its subsidiaries required by law to be filed
have been filed and all taxes shown by such returns or otherwise
assessed that are due and payable have been paid, except
assessments against which appeals have been or will be promptly
taken and (ii) the Company and its
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<PAGE>
<PAGE> 14 -- EXHIBIT 1.2
subsidiaries have filed all other tax returns that are required
to have been filed by them pursuant to applicable law of all
other jurisdictions, except, as to each of the foregoing clauses
(i) and (ii), insofar as the failure to file such returns,
individually and in the aggregate, would not have a material
adverse effect on the financial condition, results of operations,
operations or business of the Company and its subsidiaries taken
as a whole, and the Company and its subsidiaries have paid all
taxes due pursuant to said returns or pursuant to any assessment
received by the Company or its subsidiaries, except for such
taxes, if any, as are being contested in good faith and as to
which adequate reserves have been provided in accordance with
generally accepted accounting principles or if the failure to
make any or all such payments, singly or in the aggregate, would
not be material to the Company and its subsidiaries, taken as a
whole. The charges, accruals and reserves on the consolidated
books of the Company in respect of any income and corporation tax
liability for any years not finally determined are adequate to
meet any assessments or re-assessments for additional income tax
for any years not finally determined, except to the extent of any
inadequacy that would not have a material adverse effect on the
financial condition, results of operations, operations or
business of the Company and its subsidiaries taken as whole.
4. PURCHASE, SALE AND DELIVERY OF THE INTERNATIONAL SHARES.
(a)(i) On the basis of the representations, warranties,
covenants and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to
issue and sell the Firm International Shares to the respective
Managers, and each Manager agrees, severally and not jointly, to
purchase from the Company the number of Firm International Shares
set forth opposite the name of such Manager in Schedule I hereto,
all at the price per share set forth in the International Pricing
Agreement.
(ii) If the International Pricing Agreement has not been
executed by the close of business on the fourth full business day
following the date on which the Registration Statement becomes
effective, this Agreement shall terminate forthwith, without
liability of any party to any other party except that Sections 7,
9, 10 and 11 shall remain in effect.
(iii) Delivery of the Firm International Shares and payment
of the purchase price therefor shall be made at the offices of
Bear, Stearns & Co. Inc. at 245 Park Avenue, New
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<PAGE> 15 -- EXHIBIT 1.2
York, New York 10167, or such other location in the New York
City metropolitan area you shall determine and advise the Company
upon at least two full business days' notice in writing. Such
delivery and payment shall be made at 10:00 A.M., New York City
time, on the fifth full business day following the date of
execution of the International Pricing Agreement, or at such
other time as may be agreed upon by you and the Company. The
time and date of such delivery and payment are herein called the
"Closing Date." Delivery of the Firm International Shares shall
be made to you or upon your order, for the respective accounts of
the Managers, against payment by you, on behalf of the respective
Managers, to the Company of the aggregate purchase price
therefor, in immediately available funds; provided, however, such
-------- -------
payment shall be made by certified or official bank checks
payable in New York Clearing House funds to the order of the
Company if the Company provides a written request therefor to
Bear, Stearns International Limited ("Bear, Stearns") at least
two business days prior to the Closing Date. If such payment is
to be made in immediately available funds, the Company shall
reimburse Bear, Stearns for the incremental cost thereof at the
then prevailing federal funds effective rate plus 137.5 basis
points plus any applicable bank charges incurred by Bear,
Stearns.
(iv) Certificates for the Firm International Shares shall
be registered in such name or names and in such authorized
denominations as you may request in writing at least two full
business days prior to the Closing Date, provided that, if so
specified by you, the Firm International Shares may be
represented by a global certificate registered in the name of
Cede & Co., as nominee of the Depositary Trust Company ("Cede").
The Company shall permit you to examine and package such
certificates for delivery at least one full business day prior to
the Closing Date, unless the Firm International Shares are to be
represented by a global certificate.
(b)(i) The Company hereby grants to the Managers an option
(the "International Option") to purchase from the Company up to
an aggregate of 82,500 Additional International Shares at the
same price per share as is applicable to the sale of the Firm
International Shares to the Managers, for the sole purpose of
covering over-allotments in the offering of the Firm
International Shares by the Managers. The International Option
shall be exercisable by you on one occasion only, at any time
before the expiration of 30 days from the date of the
International Pricing Agreement, for the purchase of all or part
of the Additional International Shares, such exercise to be made
by
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<PAGE> 16 -- EXHIBIT 1.2
notice, given by you to the Company in the manner specified in
Section 14 hereof, which notice shall set forth the aggregate
number of Additional International Shares with respect to which
the International Option is being exercised, the denominations
and the name or names in which certificates evidencing the
Additional International Shares so purchased are to be
registered, and the date and time of delivery of such Additional
International Shares, which date may be at or subsequent to the
Closing Date and shall not be less than two nor more than ten
days after such notice. The aggregate number of Additional
International Shares to be purchased from the Company by each
Manager (as adjusted by you to eliminate fractions) shall be
determined by multiplying the total number of Additional
International Shares to be sold by the Company by a fraction (x)
the numerator of which is the number of Firm International Shares
set forth opposite the name of such Manager in Schedule I annexed
hereto and (y) the denominator of which is 550,000.
(ii) Delivery of the Additional International Shares so
purchased and payment of the purchase price therefor shall be
made at the offices of Bear, Stearns & Co. Inc. at 245 Park
Avenue, New York, New York 10167, or such other location in the
New York City metropolitan area as you shall determine and advise
the Company upon at least two full business days' notice in
writing. Such delivery and payment shall be made at 10:00 A.M.,
New York City time, on the date designated in such notice or at
such other time and date as may be agreed upon by you and the
Company. The time and date of such delivery and payment are
herein called the "Additional Closing Date." Delivery of the
Additional International Shares shall be made to you or upon your
order, for the respective accounts of the Managers, against
payment by you, on behalf of the respective Managers, to the
Company of the aggregate purchase price therefor, by certified or
official bank checks payable in New York Clearing House funds to
the order of the Company; provided, however, that if the
-------- -------
Additional Closing Date is the same date as the Closing Date and
the Company is to receive payment for the Firm International
Shares in immediately available funds in accordance with Section
4(a)(iii), payment to the Company for the Additional
International Shares shall also be made in immediately available
funds, in which event the Company shall reimburse Bear, Stearns
for the incremental cost thereof as provided in Section
4(a)(iii).
(iii) Certificates for the Additional International Shares
purchased by the Managers, when delivered to or upon
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<PAGE> 17 -- EXHIBIT 1.2
your order, shall be registered in such name or names and in such
authorized denominations as you shall have requested in the
notice of exercise of the International Option, provided that, if
so specified by you, such Additional International Shares may be
represented by a global certificate registered in the name of
Cede. The Company shall permit you to examine and package such
certificates for delivery at least one full business day prior to
the Additional Closing Date, unless the Additional International
Shares are to be represented by a global certificate.
(c) The Managers shall not be obligated to purchase any
Firm International Shares from the Company except upon tender to
the Managers by the Company of all of the Firm International
Shares and the Managers shall not be obligated to purchase any
Additional International Shares from the Company except upon
tender to the Managers by the Company of all of the Additional
International Shares specified in the notice of exercise of the
International Option. The Company shall not be obligated to sell
or deliver any Firm International Shares or Additional
International Shares except upon tender of payment by the
Managers for all the Firm International Shares or the Additional
International Shares, as the case may be, agreed to be purchased
by the Managers hereunder.
5. OFFERING. It is understood that as soon after the
International Pricing Agreement has been executed and delivered as you
deem it advisable to do so, the Managers shall offer the International
Shares for sale to the public as set forth in the International
Prospectus.
6. COVENANTS OF THE COMPANY.
The Company covenants and agrees with each Manager that:
(a) The Company shall use its best efforts to cause the
Registration Statement to become effective. If the Registration
Statement has become or becomes effective pursuant to Rule 430A
of the Regulations, or filing of the International Prospectus
with the Commission is otherwise required under Rule 424(b) of
the Regulations, the Company shall file the International
Prospectus, properly completed, with the Commission pursuant to
Rule 424(b) of the Regulations within the time period therein
prescribed and shall provide evidence satisfactory to you of such
timely filing. The Company shall promptly advise you, and
confirm such advice in writing, (1) when the Registration
Statement or any post-effective amendment thereto has become
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<PAGE>
<PAGE> 18 -- EXHIBIT 1.2
effective, (2) of the initiation or threatening of any
proceedings for, or receipt by the Company of any notice with
respect to, the suspension of the qualification of the Shares for
sale in any jurisdiction or the issuance by the Commission of any
order suspending the effectiveness of the Registration Statement
and (3) of receipt by the Company or any representative or
attorney of the Company of any other communications from the
Commission relating to the Company, the Registration Statement,
any International Preliminary Prospectus, the International
Prospectus or the transactions contemplated by this Agreement.
The Company shall make every reasonable effort to prevent the
issuance of an order suspending the effectiveness of the
Registration Statement or any post-effective amendment thereto
and, if any such order is issued, to obtain its lifting as soon
as possible. The Company shall not file any amendment to the
Registration Statement or any amendment of or supplement to the
International Prospectus before or after the Effective Date to
which you shall reasonably object in writing after being timely
furnished in advance a copy thereof unless the Company shall
conclude, upon the advice of counsel, that any such amendment
must be filed at a time prior to obtaining such consent.
(b) If, at any time when a prospectus relating to the
Shares is required to be delivered under the Act, any event shall
occur as a result of which the International Prospectus as then
amended or supplemented includes any untrue statement of a
material fact or omits to state any material fact required to be
stated therein or necessary to make the statements made therein,
in the light of the circumstances under which they were made, not
misleading, or if it shall be necessary at any time to amend the
Registration Statement or supplement the International Prospectus
to comply with the Act and the Regulations, the Company shall
notify you promptly and prepare and file with the Commission an
appropriate post-effective amendment or supplement (in form and
substance reasonably satisfactory to you) that will correct such
statement or omission and shall use its best efforts to have any
such post-effective amendment to the Registration Statement
declared effective as soon as possible.
(c) The Company shall promptly deliver to you four
manually-signed copies of the Registration Statement, including
exhibits and all documents incorporated by reference therein and
all amendments thereto, and to those persons (including you) whom
you identify to the Company, such number of conformed copies of
the Registration Statement, each International Preliminary
Prospectus, the
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<PAGE>
<PAGE> 19 -- EXHIBIT 1.2
International Prospectus, all amendments of and supplements to
such documents, if any, and all documents incorporated by
reference in the Registration Statement and the International
Prospectus or any amendment thereof or supplement thereto,
without exhibits, as you may reasonably request.
(d) The Company shall cooperate with the Managers and Weil,
Gotshal & Manges ("Underwriters' Counsel") in connection with
their efforts to qualify or register the Shares for sale under
the securities (or "Blue Sky") laws of such jurisdictions as you
shall request, shall execute such applications and documents and
furnish such information as may be reasonably required for such
purpose and shall comply with such laws so as to continue such
qualification in effect for so long as may be required to
complete the distribution of the Shares; provided, however, that
-------- -------
the Company shall not be required to qualify as a foreign
corporation in any jurisdiction or to file a consent to service
of process in any jurisdiction in any action other than one
arising out of the offering or sale of the Shares in such
jurisdiction.
(e) The Company shall make generally available (within the
meaning of Section 11(a) of the Act) to its security holders and
to you, in such numbers as you may reasonably request for
distribution to the Managers, as soon as practicable, an earnings
statement, covering a period of at least twelve consecutive full
calendar months commencing after the effective date of the
Registration Statement, that satisfies the provisions of Section
11(a) of the Act and Rule 158 of the Regulations.
(f) During a period of 90 days from the date of this
Agreement, the Company shall not, without the prior written
consent of Bear, Stearns, (A) issue, sell, offer or agree to
sell, or otherwise dispose of, directly or indirectly, any Common
Stock or Class B Common Stock of the Company, par value $.10 per
share (the "Class B Common Stock") (or any securities convertible
into, exercisable for or exchangeable for Common Stock or Class B
Common Stock) other than the (i) Company's issuance and sale of
Shares hereunder, (ii) the Company's issuance of shares of Common
Stock upon the conversion of the Company's presently outstanding
Class B Common Stock, or (iii) the issuance of Common Stock under
the Company's employee benefit plans, or (B) acquire, agree or
commit to acquire or publicly announce its intention to acquire,
directly or through a subsidiary, assets or securities of any
other person, firm or corporation in a transaction or series of
related transactions that would be
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<PAGE>
<PAGE> 20 -- EXHIBIT 1.2
material to the Company and its subsidiaries, taken as a whole,
other than the purchase of the capital stock of Vitramon (if such
purchase is consummated after the execution of this Agreement) as
described in the International Prospectus. In addition, the
Company has obtained and shall deliver to you on the date hereof
a written undertaking from each of Dr. Felix Zandman, Mrs. Luella
B. Slaner, as Trustee of the Trust for the benefit of Mr. Alfred
P. Slaner, and Mrs. Slaner, in her individual capacity, not to,
without the prior written consent of Bear, Stearns, issue, sell,
offer or agree to sell, or otherwise dispose of, directly or
indirectly, any Common Stock or Class B Common Stock (or any
securities convertible into, exercisable for or exchangeable for
Common Stock or Class B Common Stock).
(g) During the three years following the Effective Date,
the Company shall furnish to you, in such numbers as you may
reasonably request for distribution to the Managers, copies of
(i) all reports to its shareholders and (ii) all reports,
financial statements, and proxy or information statements filed
by the Company with the Commission or any national securities
exchange.
(h) The Company shall apply the proceeds from the sale of
the Shares hereunder in the manner set forth under "Use of
Proceeds" in the International Prospectus.
(i) The Common Stock currently outstanding is listed on the
NYSE and the Shares have been duly authorized for listing on the
NYSE, subject only to official notice of issuance. The Company
shall use its best efforts promptly to cause the Shares to be
listed on the NYSE.
(j) The Company shall comply with all registration, filing,
and reporting requirements of the Exchange Act, which may from
time to time be applicable to the Company.
(k) The Company shall comply with all provisions of all
undertakings contained in the Registration Statement.
(l) Prior to the Closing Date or the Additional Closing
Date, as the case may be, the Company shall issue no press
release or other communication directly or indirectly and hold no
press conference with respect to the Company, any subsidiary, the
financial condition, results of operations, operations, business
properties, assets, liabilities, or prospects of any of them, or
this offering, without your prior consent, which shall not be
unreasonably withheld, unless the Company shall conclude upon the
advice
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<PAGE> 21 -- EXHIBIT 1.2
of counsel that such press release or other communication must be
issued at a time prior to obtaining such consent.
7. PAYMENT OF EXPENSES. Whether or not the transactions
contemplated in this Agreement are consummated or this Agreement is
terminated, the Company agrees to pay all costs and expenses incident
to the performance of its obligations hereunder, including those in
connection with (i) preparing, printing, duplicating, filing and
distributing the Registration Statement (including all amendments
thereof and exhibits thereto), any Preliminary Prospectuses, the
Prospectuses and any supplements thereto, the underwriting documents
(including this Agreement, the U.S. Underwriting Agreement, the U.S.
and International Pricing Agreements and any agreements with selected
securities dealers) and all other documents relating to the public
offering of the Shares (including those supplied to the Managers in
quantities as hereinabove stated and those supplied to the U.S.
Underwriters in quantities as stated in the U.S. Underwriting
Agreement), (ii) the issuance, transfer and delivery of the Shares to
the U.S. Underwriters and the Managers, including any transfer or
other taxes payable thereon, (iii) the qualification, if any, of the
Shares under state securities laws, including the costs of preparing,
printing and distributing to the U.S. Underwriters a preliminary and
final Blue Sky Memorandum and the reasonable fees and disbursements of
Underwriters' Counsel in connection therewith, (iv) the listing of the
Shares on the NYSE and (v) the review of the terms of the public
offering of the Shares by the National Association of Securities
Dealers, Inc. (the "NASD") and the reasonable fees and disbursements
of Underwriters' Counsel in connection therewith.
8. CONDITIONS OF THE MANAGERS' OBLIGATIONS. The
obligations of the several Managers to purchase and pay for the
International Shares, as provided herein, shall be subject to the
accuracy of the representations and warranties of the Company herein
contained, as of the date hereof, as of the Closing Date and, with
respect to the Additional International Shares, the accuracy of the
representations and warranties of the Company as of the Additional
Closing Date, to the absence from any certificates, opinions, written
statements or letters furnished pursuant to this Section 8 to you or
to Underwriters' Counsel of any qualification or limitation not
previously approved in writing by you to the performance by the
Company of its obligations hereunder, and to the following additional
conditions:
(a) The Registration Statement shall have become effective
not later than 5:00 P.M., New York time, on the date of this
Agreement or at such later time and date as
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<PAGE>
<PAGE> 22 -- EXHIBIT 1.2
shall have been consented to in writing by the Representatives,
and no stop order suspending the effectiveness of the
Registration Statement or any post-effective amendment thereof
shall have been issued by the Commission or any state securities
commission and no proceedings therefor shall have been initiated
or threatened by the Commission or any state securities
commission.
(b) At the Closing Date (and, with respect to the
Additional Shares, the Additional Closing Date), you shall have
received the opinion of Avi Eden, Esq., general counsel for the
Company, dated the date of its delivery, addressed to the U.S.
Underwriters and the Managers, and in form and scope satisfactory
to Underwriters' Counsel, to the effect that:
(i) Each of the Company and its domestic subsidiaries
listed in Schedule II hereto (the "Material Domestic
Subsidiaries") (x) has been duly organized and is validly
existing as a corporation in good standing under the laws of
its jurisdiction of incorporation and is duly qualified and
in good standing as a foreign corporation in each
jurisdiction in which the character or location of its
properties (owned, leased or licensed) or the nature or
conduct of its business makes such qualification necessary,
except for those failures to be so qualified or in good
standing that, in the aggregate, will not have a material
adverse effect on the Company and its subsidiaries taken as
a whole and (y) has all requisite corporate authority to
own, lease and license its respective properties and conduct
its business as now being conducted and as described in the
Registration Statement and the Prospectuses. All of the
issued and outstanding capital stock of each Material
Domestic Subsidiary of the Company has been duly and validly
issued and is fully paid and nonassessable and free of
preemptive rights and, except for immaterial numbers of
shares of certain of those subsidiaries that are owned by
directors or employees of those subsidiaries, is owned by
the Company or a subsidiary thereof, free and clear of any
lien, adverse claim or security interest and, to the
knowledge of such counsel, restriction on transfer,
shareholders' agreement, voting trust or other defect of
title whatsoever, except as otherwise described in the
Registration Statement and as may be disclosed in the
Prospectuses.
(ii) The Company has authorized capital stock as set
forth in the Registration Statement and the
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<PAGE>
<PAGE> 23 -- EXHIBIT 1.2
Prospectuses. All of the outstanding shares of such capital
stock are duly and validly authorized and issued, are fully
paid and nonassessable and were not issued in violation of
or subject to any preemptive rights. The Shares have been
duly and validly authorized for issuance and sale to the
U.S. Underwriters and the Managers, respectively, pursuant
to the Underwriting Agreements and, when so sold and
delivered to the U.S. Underwriters and the Managers,
respectively, will be duly and validly issued and
outstanding, fully paid and nonassessable and will not have
been issued in violation of or subject to any preemptive
rights. To the best knowledge of such counsel after due
inquiry, there is no outstanding option, warrant or other
right calling for the issuance of any share of capital stock
of the Company or of any Material Domestic Subsidiary of any
security or other instrument that by its terms is
convertible into, exercisable for or exchangeable for
capital stock of the Company or any Material Domestic
Subsidiary, except as may be described in the Prospectuses.
Upon delivery of and payment for the Shares to be sold by
the Company to each U.S. Underwriter and Manager pursuant to
the Underwriting Agreements, each U.S. Underwriter and each
Manager (assuming that it acquires such Shares without
notice of any adverse claim, as such term is used in Section
8-302 of the Uniform Commercial Code in effect in the State
of New York) will acquire good and marketable title to the
Shares so sold and delivered to it, free and clear of all
liens, pledges, charges, claims, security interests,
restrictions on transfer, agreements or other defects of
title whatsoever (other than those resulting from any action
taken by such U.S. Underwriter or such Manager). The Common
Stock conforms in all material respects to the description
thereof contained in the Registration Statement and the
Prospectuses.
(iii) The Common Stock currently outstanding is listed
on the NYSE and the Shares are duly authorized for listing
on the NYSE, subject only to official notice of issuance.
(iv) The Company has all requisite legal, right, power
and authority to execute, deliver and perform the
Underwriting Agreements and the transactions contemplated
thereby. The Underwriting Agreements and the transactions
contemplated thereby have been duly and validly authorized,
executed and delivered by the Company, and the Underwriting
Agreements constitute
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<PAGE>
<PAGE> 24 -- EXHIBIT 1.2
valid and binding obligations of the Company, except
(A) that rights to indemnity and/or contribution thereunder
may be limited by federal or state securities laws or the
public policy underlying such laws, (B) that such
enforcement may be subject to bankruptcy, insolvency,
reorganization or other similar laws now or hereafter in
effect relating to creditors' rights generally and (C) that
the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any
proceeding therefor may be brought.
(v) To the best of such counsel's knowledge, there is
no litigation or governmental or other action, suit,
proceeding or investigation before any court or before or by
any public, regulatory or governmental agency or body
pending or threatened against, or involving the properties
or business of, the Company or any of its subsidiaries,
that, if resolved against the Company or such subsidiary,
individually or, to the extent involving related claims or
issues, in the aggregate, is of a character required to be
disclosed in the Registration Statement and the Prospectuses
that has not been properly disclosed therein; and to such
counsel's knowledge, there is no contract or document
concerning the Company or any of its subsidiaries of a
character required to be described in the Registration
Statement and the Prospectuses or to be filed as an exhibit
to the Registration Statement, that is not so described or
filed.
(vi) To such counsel's knowledge, no order directed to
any Incorporated Document has been issued by the Commission
and no challenge has been made by the Commission to the
accuracy or adequacy of any such Incorporated Document.
(vii) The execution, delivery, and performance by the
Company of the Underwriting Agreements and the consummation
of the transactions contemplated thereby do not and will not
when such performance is required pursuant to the terms
hereof (A) conflict with or result in a breach of any of the
terms and provisions of, or constitute a default (or an
event that with notice or lapse of time, or both, would
constitute a default) or require consent under, or result in
the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or
any of its subsidiaries pursuant to the terms of any
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<PAGE>
<PAGE> 25 -- EXHIBIT 1.2
agreement, instrument, franchise, license or permit known to
such counsel to which the Company or any of its subsidiaries
is a party or by which any of such corporations or their
respective properties or assets are or may be bound and that
is material to the Company and its subsidiaries taken as a
whole (other than those conflicts, breaches and defaults as
to which requisite waivers or consents have been obtained by
the Company and those that, individually or in the
aggregate, would not have a material adverse effect on the
Company and its subsidiaries taken as a whole), (B) violate
or conflict with any provision of the certificate of
incorporation or by-laws or equivalent instruments of the
Company or any of its subsidiaries that are organized under
the laws of any state or other jurisdiction in the United
States, or (C) to the best knowledge of such counsel,
violate or conflict with any judgment, decree, order,
statute, rule or regulation of any court or any public,
governmental or regulatory agency or body having
jurisdiction over the Company or any of its Material
Domestic Subsidiaries or any of their respective properties
or assets, except for those violations or conflicts that,
singly or in the aggregate, would not have a material
adverse effect on the Company and its subsidiaries taken as
a whole. To the knowledge of such counsel, no consent,
approval, authorization, order, registration, filing,
qualification, license or permit of or with any court or any
public, governmental, or regulatory agency or body having
jurisdiction over the Company or any of its Material
Domestic Subsidiaries or any of their respective properties
or assets is required for the execution, delivery and
performance of the Underwriting Agreements by the Company
and the consummation of the transactions contemplated
thereby, including, without limitation, the issuance, sale
and delivery of the Shares, except for (1) such as may be
required under state securities laws in connection with the
purchase and distribution of the Shares by the Managers (as
to which such counsel need express no opinion) and (2) such
as have been made or obtained under the Act or the rules of
the NYSE.
(viii) No consent of any party to any material contract,
agreement, instrument, lease or license known to such
counsel to which the Company or any subsidiary thereof is a
party, or to which any of their respective properties or
assets are subject, is required for the execution, delivery,
or performance of this Agreement,
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<PAGE>
<PAGE> 26 -- EXHIBIT 1.2
or the sale or delivery, or performance of this Agreement.
(ix) Insofar as statements in the Prospectuses purport
to summarize the status of litigation or the provisions of
laws, rules, regulations, orders, judgments, decrees,
contracts, agreements, instruments, leases, or licenses,
such statements are correct in all material respects and, to
the best knowledge of such counsel, the statements
accurately reflect the status of such litigation.
(x) The Company is not an "investment company" or a
company "controlled" by an "investment company" as defined
in the Investment Company Act.
(xi) To such counsel's knowledge, no person or entity
has the right, by contract or otherwise, to require
registration under the Act of shares of Common Stock or
other securities of the Company solely because of the filing
or effectiveness of the Registration Statement.
(xii) Such counsel has received no stop order suspending
the effectiveness of the Registration Statement or any post-
effective amendment thereto and to the best knowledge of
such counsel, no proceedings therefore have been initiated
or threatened by the Commission.
In addition, such counsel shall state that he has
participated in conferences with officers and other
representatives of the Company and its subsidiaries,
representatives of the independent certified public accountants
of the Company, representatives of the U.S. Underwriters and the
Managers and Underwriters' Counsel at which the contents of the
Registration Statement, the Prospectuses and any amendments
thereof or supplements thereto and related matters were discussed
and, although such counsel has not undertaken to investigate or
verify independently, and does not assume any responsibility for,
the accuracy, completeness or fairness of the statements
contained in the Registration Statement or the Prospectuses or
any amendments thereof or supplements thereto (except as to
matters referred to in the last sentence of clause (ii) above),
on the basis of the foregoing (relying as to materiality to a
large extent upon the opinions of officers and other
representatives of the Company) nothing has caused such counsel
to believe that the Registration Statement at the time it became
effective (or any post-effective
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<PAGE>
<PAGE> 27 -- EXHIBIT 1.2
amendment thereof as of the date of such amendment) contained an
untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make
the statements therein not misleading or that the Prospectuses as
of the date thereof and as of the date of such opinion contained
an untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make
the statements made therein, in light of the circumstances under
which they were made, not misleading (it being understood that
such counsel need express no view with respect to the financial
statements and schedules and other financial, accounting and
statistical data included therein, or with respect to the
exhibits to the Registration Statement or with respect to any
information furnished by or on behalf of the U.S. Underwriters or
the Managers for use in the Registration Statement).
In rendering such opinion, such counsel may rely (A) as to
matters involving the application of laws other than the laws of
the United States, the Commonwealth of Pennsylvania and Delaware
corporate law, to the extent such counsel deems proper and to the
extent specified in such opinion, if at all, upon an opinion or
opinions (in form and substance reasonably satisfactory to
Underwriters' Counsel) of other counsel reasonably acceptable to
Underwriters' Counsel, familiar with the applicable laws; and (B)
as to matters of fact, to the extent they deem proper, on
certificates of responsible officers of the Company and
certificates or other written statements of officers of
departments of various jurisdictions having custody of documents
respecting the corporate existence or good standing of the
Company and its subsidiaries. The opinion of counsel for the
Company shall state that the opinion of any such other counsel is
in form and substance satisfactory to such counsel and, in his
opinion, he and you are justified in relying thereon.
(c) On the Closing Date (and, with respect to the
Additional Shares, the Additional Closing Date), you shall have
received the opinion of Kramer, Levin, Naftalis, Nessen, Kamin &
Frankel, special counsel for the Company, dated the date of its
delivery, addressed to the U.S. Underwriters and the Managers and
in form and scope satisfactory to Underwriters' Counsel, to the
effect that:
(i) The Registration Statement and Prospectuses (other
than the financial statements and schedules and other
financial and statistical data included or incorporated by
reference therein, as to which no opinion need be expressed)
comply as to form in all
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<PAGE> 28 -- EXHIBIT 1.2
material respects with the requirements of the Act and the
Regulations. The Incorporated Documents (other than the
financial statements and schedules and other financial and
statistical data included or incorporated by reference
therein, as to which no opinion need be expressed) complied
as to form in all material respects with the Exchange Act
and the rules and regulations of the Commission thereunder
as of the respective dates filed with the Commission; and
(ii) The Registration Statement has become effective
under the Act, and such counsel is not aware of any stop
order suspending the effectiveness of the Registration
Statement and to the knowledge of such counsel no
proceedings therefor have been initiated or threatened by
the Commission.
In addition, you shall have received the opinion of such counsel
to the effect set forth in clauses (ii) (other than the second
sentence thereof), (iv), (v) and (vii) of Section 8(b) hereof. You
also shall have received a statement from such counsel to the effect
of the penultimate paragraph of Section 8(b) hereof. In rendering
such opinion, such counsel may state that their opinion is limited to
matters of Federal, Delaware corporate and New York law and such
counsel may rely as to matters of fact, to the extent they deem
proper, on certificates of responsible officers of the Company and
upon certificates of public officials.
(d) On the Closing Date (and, with respect to the
Additional Shares, the Additional Closing Date), you shall have
received (i) the favorable opinion of Melissa Palmer as to the
French subsidiaries of the Company listed in Schedule II hereto,
(ii) the favorable opinion of Peltzer & Riesenkampff as to the
German subsidiaries of the Company listed in Schedule II hereto,
(iii) the favorable opinion of Israel Baron as to the Israeli
subsidiaries of the Company listed in Schedule II hereto, and
(iv) the favorable opinion of __________ as to the English
subsidiary of the Company listed in Schedule II hereto, each
dated the date of its delivery, addressed to the U.S.
Underwriters and the Managers and in form and scope satisfactory
to Underwriters' Counsel, in each case as to the absence of any
pending or threatened litigation that might result in a judgment
or decree having a material adverse effect on the condition
(financial or other), earnings business or properties of each
subsidiary that is the subject of the opinion (collectively, the
"Subject Subsidiaries"), the due incorporation and continuing
existence in good standing under the laws of its jurisdiction of
incorporation of each
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<PAGE>
<PAGE> 29 -- EXHIBIT 1.2
such Subject Subsidiary, the due qualification in and continuing
good standing of each such Subject Subsidiary under the laws of
each foreign jurisdiction in which it owns or leases material
properties or conducts material business and where such
qualification is required by law, the due authorization and valid
issuance of the outstanding capital stock of each such Subject
Subsidiary and the ownership thereof directly or indirectly by
the Company free and clear of any liens, claims, security
interests, except for security interests in favor of certain
named banks as disclosed in the Registration Statement, the
absence (to such counsel's knowledge) of any outstanding options,
warrants or other rights to acquire, by purchase, exchange or
conversion, shares of the capital stock of each such Subject
Subsidiary and the absence (to such counsel's knowledge) of any
violation, breach or default on the part of each such Subject
Subsidiary of or under any agreement, lease or license that is
material to the Company and its subsidiaries taken as a whole.
(e) At the Closing Date (and, with respect to the
Additional Shares, the Additional Closing Date), you shall have
received a certificate of the Chief Financial Officer of the
Company, dated the date of its delivery, to the effect that the
conditions set forth in subsection (a) of this Section 8 have
been satisfied, that as of the date of such certificate the
representations and warranties of the Company set forth in
Section 3 hereof are accurate and the obligations of the Company
to be performed hereunder on or prior thereto have been duly
performed.
(f) At the time this Agreement is executed and at the
Closing Date (and, with respect to the Additional Shares, the
Additional Closing Date), you shall have received a letter, from
Ernst & Young, dated the date of its delivery, addressed to the
U.S. Underwriters and the Managers and in form and substance
reasonably satisfactory to you, to the effect that: (i) they are
independent public accountants with respect to the Company within
the meaning of the Act and the Regulations and stating that the
answer to Item 10 of the Registration Statement is correct
insofar as it relates to them; (ii) in their opinion, the
financial statements and schedules of the Company included or
incorporated by reference in the Registration Statement and the
Prospectuses and covered by their opinion incorporated by
reference therein comply as to form in all material respects with
the applicable accounting requirements of the Act and the
Exchange Act and the applicable published rules and regulations
of the Commission thereunder; (iii) on the basis of procedures
(but not an examination made in
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<PAGE> 30 -- EXHIBIT 1.2
accordance with generally accepted auditing standards) consisting
of a reading of the latest available unaudited interim
consolidated financial statements of the Company and its
subsidiaries, a reading of the minutes of meetings and consents
of the shareholders and boards of directors of the Company and
its subsidiaries and the committees of such boards subsequent to
December 31, 1993, inquiries of officers and other employees of
the Company and its subsidiaries who have responsibility for
financial and accounting matters of the Company and its
subsidiaries with respect to transactions and events subsequent
to December 31, 1993, reading the unaudited consolidated
condensed financial statements of the Company and its
subsidiaries for the three months ended March 31, 1994 and 1993,
respectively, and other specified procedures and inquiries to a
date not more than six days prior to the date of such letter,
nothing has come to their attention that would cause them to
believe that: (A) the unaudited pro forma condensed consolidated
financial statements contained in the Registration Statement and
the Prospectuses do not comply as to form in all material
respects with the applicable accounting requirements of the Act
and the Regulations or the pro forma adjustments have not been
properly applied to the historical amounts in the compilation of
those statements, (B) the unaudited historical consolidated
condensed financial statements of the Company and its
subsidiaries included or incorporated by reference in the
Registration Statement and the Prospectuses do not comply as to
form in all material respects with the applicable accounting
requirements of the Act, the Exchange Act and the regulations or
that such unaudited condensed consolidated financial statements
are not presented in conformity with generally accepted
accounting principles applied on a basis substantially consistent
with that of the audited consolidated financial statements of the
Company and its subsidiaries included or incorporated by
reference in the Registration Statement and the Prospectuses, (C)
with respect to the period subsequent to March 31, 1994 there
were, as of the date of the most recent available monthly
consolidated financial statements of the Company and its
subsidiaries, if any, and as of a specified date not more than
six days prior to the date of such letter, any changes in the
capital stock or long-term indebtedness of the Company or any
decrease in stockholders' equity of the Company, in each case as
compared with the amounts shown in the most recent balance sheet
included or incorporated by reference in the Registration
Statement and the Prospectuses, except for changes or decreases
that the Registration Statement and the Prospectuses disclose
have occurred or may occur; or (D) that during the period from
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<PAGE> 31 -- EXHIBIT 1.2
March 31, 1994 to the date of the most recent available monthly
consolidated financial statements of the Company and its
subsidiaries, if any, and to a specified date not more than six
days prior to the date of such letter, there was any decrease, as
compared with the corresponding period in the prior fiscal year,
in total revenues, or total or per share net income, except for
decreases that the Prospectuses disclose have occurred or may
occur; and (iv) stating that they have compared specific numbers
of shares, percentages of revenues and earnings, and other
financial information pertaining to the Company and its
subsidiaries set forth in the Prospectuses, which have been
specified by you prior to the date of this Agreement, to the
extent that such numbers, percentages, and information may be
derived from the general accounting and financial records of the
Company and its subsidiaries or from schedules furnished by the
Company, and excluding any questions requiring an interpretation
by legal counsel, with the results obtained from the application
of specified readings, inquiries, and other appropriate
procedures specified by you (which procedures do not constitute
an examination in accordance with generally accepted auditing
standards) set forth in such letter, and found them to be in
agreement.
(g) At the time this Agreement is executed and at the
Closing Date (and, with respect to the Additional Shares, the
Additional Closing Date), you shall have received a letter from
KPMG Peat Marwick, independent public accountants for Vitramon,
dated the date of its delivery, addressed to the U.S.
Underwriters and the Managers and in form and substance
reasonably satisfactory to you, to the effect that: (i) they are
independent public accountants with respect to Vitramon within
the meaning of the Act and the Regulations and stating that the
answer to Item 10 of the Registration Statement is correct
insofar as it relates to them; (ii) in their opinion, the
financial statements and schedules of Vitramon included in the
Registration Statement and the Prospectuses and covered by their
opinion incorporated by reference therein comply as to form in
all material respects with the applicable accounting requirements
of the Act and the Exchange Act and the applicable published
rules and regulations of the Commission thereunder; (iii) on the
basis of procedures (but not an examination made in accordance
with generally accepted auditing standards) consisting of a
reading of the latest available unaudited interim financial
statements of Vitramon, a reading of the minutes of meetings and
consents of the members and board of directors of Vitramon and
any committees of such board subsequent to December 31, 1993,
inquiries of officers and other employees of Vitramon who
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<PAGE> 32 -- EXHIBIT 1.2
had responsibility for financial and accounting matters of
Vitramon with respect to transactions and events subsequent to
December 31, 1993, reading the unaudited financial statements of
Vitramon for the three months ended March 31, 1994, and other
specified procedures and inquiries to a date not more than six
days prior to the date of such letter, nothing has come to their
attention that would cause them to believe that: (A) the
unaudited financial statements of Vitramon contained in the
Registration Statement and the Prospectuses do not comply as to
form in all material respects with US GAAP or (B) that such
unaudited financial statements are not presented in conformity
with generally accepted accounting principles applied on a basis
substantially consistent with that of the audited financial
statements of Vitramon included in the Registration Statement and
the Prospectuses; and (iv) stating that they have compared
specific numbers of shares, percentages of revenues and earnings,
and other financial information pertaining to Vitramon set forth
in the Prospectuses, which have been specified by you prior to
the date of this Agreement, to the extent that such numbers,
percentages, and information may be derived from the general
accounting and financial records subsidiaries and of Vitramon or
from schedules furnished by Vitramon, and excluding any questions
requiring an interpretation by legal counsel, with the results
obtained from the application of specified readings, inquiries,
and other appropriate procedures specified by you (which
procedures do not constitute an examination in accordance with
generally accepted auditing standards) set forth in such letter,
and found them to be in agreement.
(h) All proceedings taken in connection with the sale of
the Shares as contemplated by the Underwriting Agreements shall
be reasonably satisfactory in form and substance to you and to
Underwriters' Counsel, and you shall have received from
Underwriters' Counsel an opinion, dated as of the Closing Date
and addressed to the U.S. Underwriters and the Managers, with
respect to the sale of the Firm Shares, and dated as of the
Additional Closing Date with respect to the sale of the
Additional Shares, as to such matters as you reasonably may
require, and the Company shall have furnished to Underwriters'
Counsel such documents as Underwriters' Counsel may request for
the purpose of enabling Underwriters' Counsel to pass upon such
matters.
(i) The NASD, upon review of the terms of the underwriting
arrangements for the public offering of the Shares, shall have
raised no objections thereto.
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<PAGE> 33 -- EXHIBIT 1.2
(j) The Shares shall have been approved for listing on the
NYSE, subject to official notice of issuance.
(k) At the time this Agreement is executed, the Company
shall have furnished to you the letter referred to in Section
6(f), in form and substance satisfactory to Underwriters'
Counsel.
(l) Prior to the Closing Date and the Additional Closing
Date, the Company shall have furnished to you such further
information, certificates and documents as you may reasonably
request.
(m) The closing of the purchase of the U.S. Shares pursuant
to the U.S. Underwriting Agreement shall occur concurrently with
(x) the closing described in Section 4(a)(iii) hereof, in the
case of the Firm Shares, and (y) the closing described in Section
4(b)(ii) hereof, in the case of the Additional Shares.
If any of the conditions specified in this Section 8 shall
not have been fulfilled when and as required by this Agreement, or if
any of the certificates, opinions, written statements, or letters
furnished to you or to Underwriters' Counsel pursuant to this Section
8 shall not be in all material respects reasonably satisfactory in
form and substance to you and to Underwriters' Counsel, all
obligations of the Managers hereunder not theretofore discharged may
be canceled by you at, or at any time prior to, the Closing Date and
with respect to the Additional International Shares, the Additional
Closing Date. Notice of such cancellation shall be given to the
Company in writing, or by telephone, telex or telegraph, confirmed in
writing.
9. INDEMNIFICATION.
(a) The Company agrees to indemnify and hold harmless each
Manager and each person, if any, who controls any Manager within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act,
against any and all losses, liabilities, claims, damages and expenses
whatsoever (including but not limited to attorneys' fees and any and
all expenses reasonably incurred in investigating, preparing or
defending against any litigation, commenced or threatened, or any
claim whatsoever, and any and all amounts paid in settlement of any
claim or litigation), joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or otherwise,
insofar as such losses, liabilities, claims, damages or expenses (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material
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<PAGE> 34 -- EXHIBIT 1.2
fact contained in the Registration Statement or the International
Prospectus or any International Preliminary Prospectus, or in any
supplement thereto or amendment thereof, or arise out of or are based
upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein (in the case of the International Prospectus, in light of the
circumstances under which they were made) not misleading; provided,
--------
however, that the Company shall not be liable under this subsection
-------
9(a) to any Manager in any such case to the extent but only to the
extent that any such loss, liability, claim, damage or expense arises
out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Company by or on
your behalf with respect to the Managers; and provided further, that
-------- -------
with respect to any International Preliminary Prospectus, such
indemnity shall not inure to the benefit of any Manager (or the
benefit of any person controlling such Manager) if the person
asserting any such losses, liabilities, claims, damages or expenses
purchased the Shares that are the subject thereof from such Manager
and if such person was not sent or given a copy of the International
Prospectus, excluding documents incorporated therein by reference, at
or prior to confirmation of the sale of such Shares to such person in
any case where such sending or giving is required by the Act and the
untrue statement or omission of a material fact contained in such
International Preliminary Prospectus was corrected in the
International Prospectus. This indemnity agreement will be in
addition to any liability that the Company may otherwise have,
including under this Agreement.
(b) Each Manager, severally and not jointly, agrees to
indemnify and hold harmless the Company, each of the directors of the
Company, each of the officers of the Company who shall have signed the
Registration Statement, and each other person, if any, who controls
the Company within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act, against any losses, liabilities, claims,
damages and expenses whatsoever (including but not limited to
attorneys' fees and any and all expenses reasonably incurred in
investigating, preparing or defending against any litigation,
commenced or threatened, or any claim whatsoever, and any and all
amounts paid in settlement of any claim or litigation), joint or
several, to which they or any of them may become subject under the
Act, the Exchange Act or otherwise, insofar as such losses,
liabilities, claims, damages or expenses (or actions in respect
thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statement or the International Prospectus or any
International Preliminary Prospectus, or in any amendment thereof or
supplement thereto, or
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<PAGE>
<PAGE> 35 -- EXHIBIT 1.2
arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of the
International Prospectus, in light of the circumstances under which
they were made) not misleading, in each case to the extent, but only
to the extent, that any such loss, liability, claim, damage or expense
arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made in reliance upon
and in conformity with written information furnished to the Company by
or on your behalf with respect to such Manager expressly for use in
the Registration Statement or International Prospectus; provided,
--------
however, that in no case shall such Manager be liable or responsible
-------
for any amount in excess of the aggregate public offering price of the
International Shares underwritten by it and distributed to the public.
This indemnity will be in addition to any liability that the Manager
may otherwise have including under this Agreement. The Company
acknowledges that the statements set forth in the last paragraph of
the cover page and in the [first five paragraphs] under the caption
"Underwriting" in the International Prospectus constitute the only
information furnished in writing by or on behalf of any Manager
expressly for use in the Registration Statement, any related
International Preliminary Prospectus and the International Prospectus.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the assertion of any claim,
such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party under such subsection, notify each
party against whom indemnification is to be sought in writing of the
commencement thereof (but the failure so to notify an indemnifying
party shall not relieve it from any liability that it may have under
this Section 9 except to the extent that it has been prejudiced in any
material respect by such failure or from any liability that it may
have otherwise). In case any such action is brought against any
indemnified party, and it notifies an indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to
participate therein, and to the extent it may elect by written notice
delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense
thereof with counsel satisfactory to such indemnified party.
Notwithstanding the foregoing, the indemnified party or parties shall
have the right to employ its or their own counsel in any such case,
but the fees and expenses of such counsel shall be at the expense of
such indemnified party or parties unless (i) the employment of such
counsel shall have been authorized in writing by one of the
indemnifying parties in connection with the defense of such action,
(ii) the indemnifying parties shall not have employed counsel to take
charge of the defense of such
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<PAGE>
<PAGE> 36 -- EXHIBIT 1.2
action within a reasonable time after notice of commencement of the
action, or (iii) such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or
them that are different from or additional to those available to one
or all of the indemnifying parties (in which case the indemnifying
parties shall not have the right to direct the defense of such action
on behalf of the indemnified party or parties with respect to such
different defenses), in any of which events such fees and expenses
shall be borne by the indemnifying parties. The indemnifying party
under subsection (a) or (b) above shall only be liable for the legal
expenses of one counsel for all indemnified parties in each
jurisdiction in which any claim or action is brought; provided,
--------
however, that the indemnifying party shall be liable for separate
-------
counsel for any indemnified party in a jurisdiction, if counsel to the
indemnified parties shall have reasonably concluded that there may be
defenses available to such indemnified party that are different from
or additional to those available to one or more of the other
indemnified parties and that separate counsel for such indemnified
party is prudent under the circumstances. Anything in this subsection
to the contrary notwithstanding, an indemnifying party shall not be
liable for any settlement of any claim or action effected without its
written consent; provided, however, that such written consent was not
-------- -------
unreasonably withheld.
10. CONTRIBUTION. In order to provide for contribution in
circumstances in which the indemnification provided for in Section
9(a) hereof is for any reason held to be unavailable from the Company
or is insufficient to hold harmless a party indemnified thereunder,
the Company and the Managers shall contribute to the aggregate losses,
claims, damages, liabilities and expenses of the nature contemplated
by such indemnification provisions (including any investigation, legal
and other expenses reasonably incurred in connection with, and any
amount paid in settlement of, any action, suit or proceeding or any
claims asserted, but after deducting in the case of losses, claims,
damages, liabilities and expenses suffered by the Company, any
contribution received by the Company from persons, other than one or
more of the Managers, who may also be liable for contribution,
including persons who control the Company within the meaning of
Section 15 of the Act or Section 20(a) of the Exchange Act, officers
of the Company who signed the Registration Statement and directors of
the Company) to which the Company and one or more of the Managers may
be subject, in such proportions as are appropriate to reflect the
relative benefits received by the Company, on the one hand, and the
Managers, on the other hand, from the offering of the International
Shares or, if such allocation is not permitted by applicable law or
indemnification is not available as a result of the indemnifying party
not having received notice as provided in Section 9 hereof,
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<PAGE> 37 -- EXHIBIT 1.2
in such proportion as is appropriate to reflect not only the relative
benefits referred to above but also the relative fault of the Company,
on the one hand, and the Managers, on the other hand, in connection
with the statements or omissions that resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the
Company, on the one hand, and the Managers, on the other hand, shall
be deemed to be in the same proportion as (x) the total proceeds from
the offering (net of underwriting discounts and commissions but before
deducting expenses) received by the Company and (y) the underwriting
discounts received by the Managers, respectively, in each case as set
forth in the table on the cover page of the International Prospectus.
The relative fault of the Company, on the one hand, and of the
Managers, on the other hand, shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of
a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the
one hand or the Managers on the other hand and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the Managers
agree that it would not be just and equitable if contribution pursuant
to this Section 10 were determined by pro rata allocation or by any
other method of allocation that does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of
this Section 10, (i) in no case shall any Manager be required to
contribute any amount in excess of the amount by which the aggregate
public offering price of the International Shares underwritten by it
and distributed to the public exceeds the amount of any damages that
such Manager has otherwise been required to pay by reason of such
untrue or alleged untrue statement or such omission or alleged
omission and (ii) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 10, each person, if
any, who controls any Manager within the meaning of Section 15 of the
Act or Section 20(a) of the Exchange Act shall have the same rights to
contribution as such Manager and each person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20(a)
of the Exchange Act, each officer of the Company who shall have signed
the Registration Statement and each director of the Company shall have
the same rights to contribution as the Company, subject in each case
to clauses (i) and (ii) of this Section 10. Any party entitled to
contribution shall, promptly after receipt of notice of commencement
of any action, suit or proceeding against such party in respect of
which a claim for contribution may be made against another party or
parties under this Section 10, notify such party or parties from
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<PAGE> 38 -- EXHIBIT 1.2
whom contribution may be sought, but the omission to so notify such
party or parties shall not relieve the party or parties from whom
contribution may be sought from any obligation it or they may have
under this Section 10 or otherwise. No party shall be liable for
contribution with respect to any action or claim settled without its
written consent; provided, however, that such written consent was not
-------- -------
unreasonably withheld.
11. SURVIVAL OF REPRESENTATIONS AND AGREEMENTS. All
representations and warranties, covenants and agreements of the
Managers and the Company contained in this Agreement, including
without limitation the agreements contained in Sections 6 and 7, the
indemnity agreements contained in Section 9 and the contribution
agreements contained in Section 10, shall remain operative and in full
force and effect regardless of any investigation made by or on behalf
of the Managers or any controlling person of any Manager or by or on
behalf of the Company, any of its officers and directors, and shall
survive delivery of the International Shares to and payment for the
International Shares by the Managers. The representations contained
in Section 3 and the agreements contained in Sections 6, 7, 9, 10 and
13(d) hereof shall survive the termination of this Agreement including
pursuant to Section 13 hereof.
12. DEFAULT BY A MANAGER.
(a) If any Manager or Managers shall default in its or
their obligation to purchase Firm International Shares or Additional
International Shares hereunder, and if the Firm International Shares
or Additional International Shares with respect to which such default
relates do not (after giving effect to arrangements, if any, made
pursuant to subsection (b) below) exceed in the aggregate 10% of the
number of shares of Firm International Shares or Additional
International Shares, as the case may be, that all Managers have
agreed to purchase hereunder, then such Firm International Shares or
Additional International Shares to which the default relates shall be
purchased by the non-defaulting Managers in proportion to the
respective proportions that the numbers of Firm International Shares
set forth opposite their respective names in Schedule I hereto bear to
the aggregate number of Firm International Shares set forth opposite
the names of the non-defaulting Managers.
(b) If such default relates to more than 10% of the Firm
International Shares or Additional International Shares, as the case
may be, you may, in your discretion, arrange for another party or
parties (including any non-defaulting Manager or Managers who so
agree) to purchase such Firm International Shares or Additional
International Shares, as the case may be, to which such default
relates on the terms contained herein. If within
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<PAGE>
<PAGE> 39 -- EXHIBIT 1.2
five (5) calendar days after such a default you do not arrange for the
purchase of the Firm International Shares or Additional International
Shares, as the case may be, to which such default relates as provided
in this Section 12, this Agreement (or, in the case of a default with
respect to the Additional International Shares, the obligations of the
Managers to purchase and of the Company to sell the Additional
International Shares) shall thereupon terminate, without liability on
the part of the Company with respect thereto (except in each case as
provided in Sections 7, 9(a) and 10 hereof) or the several non-
defaulting Managers (except as provided in Sections 9(b) and 10
hereof), but nothing in this Agreement shall relieve a defaulting
Manager or Managers of its or their liability, if any, to the other
several Managers and the Company for damages occasioned by its or
their default hereunder.
(c) If the Firm International Shares or Additional
International Shares to which the default relates are to be purchased
by the non-defaulting Managers, or are to be purchased by another
party or parties as aforesaid, you or the Company shall have the right
to postpone the Closing Date or Additional Closing Date, as the case
may be, for a period not exceeding five (5) business days, in order to
effect whatever changes may thereby be made necessary in the
Registration Statement or the International Prospectus or in any other
documents and arrangements, and the Company agrees to file promptly
any amendment or supplement to the Registration Statement or the
International Prospectus that, in the opinion of Underwriters'
Counsel, may thereby be made necessary or advisable. The term
"Manager" as used in this Agreement shall include any party
substituted under this Section 12 with like effect as if it had
originally been a party to this Agreement with respect to such Firm
International Shares and Additional International Shares.
13. EFFECTIVE DATE OF AGREEMENT; TERMINATION.
(a) This Agreement shall become effective when you and the
Company shall have received notification of the effectiveness of the
Registration Statement. Until this Agreement becomes effective as
aforesaid, and in addition to the termination provisions of Section
4(a)(ii), this Agreement may be terminated by the Company by notifying
you or by you by notifying the Company without any liability of any
party to any party hereunder. Notwithstanding the foregoing, the
provisions of this Section 13 and of Sections 7, 9, 10 and 11 hereof
shall at all times be in full force and effect.
(b) This Agreement and the obligations of the Managers
hereunder may be terminated by you by written notice to the Company at
any time at or prior to the Closing Date (and, with
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<PAGE> 40 -- EXHIBIT 1.2
respect to the Additional International Shares, the Additional Closing
Date), without liability (other than with respect to Sections 9 and
10) on the part of any Manager to the Company if, on or prior to such
date, (i) the Company shall have failed, refused or been unable to
perform in any material respect any agreement on its part to be
performed hereunder, (ii) any other condition to the obligations of
the Managers set forth in Section 8 hereof is not fulfilled when and
as required in any material respect, (iii) trading in securities
generally on the NYSE or the American Stock Exchange or in the over-
the-counter market shall have been suspended or materially limited, or
minimum prices shall have been established on either exchange or such
market by the Commission, or by either exchange or other regulatory
body or governmental authority having jurisdiction, (iv) a general
banking moratorium shall have been declared by Federal or New York
State authorities, (v) there shall have occurred any outbreak or
escalation of armed hostilities involving the United States on or
after the date hereof, or if there has been a declaration by the
United States of a national emergency or war, the effect of which
shall be, in your judgment, to make it inadvisable or impracticable to
proceed with the sale and delivery of the International Shares on the
terms and in the manner contemplated in the International Prospectus,
(vi) in your reasonable opinion any material adverse change shall have
occurred since the respective dates as of which information is given
in the Registration Statement or the Prospectuses in the condition
(financial or other) of the Company and its subsidiaries taken as a
whole, whether or not arising in the ordinary course of business other
than as set forth in the Prospectuses or contemplated thereby, or
(vii) there shall have occurred such a material adverse change in the
financial markets in the United States such as, in your judgment,
makes it inadvisable or impracticable to proceed with the sale and
delivery of the International Shares on the terms and in the manner
contemplated in the International Prospectus. Your right to terminate
this Agreement will not be waived or otherwise relinquished by their
failure to give notice of termination prior to the time that the event
giving rise to the right to terminate shall have ceased to exist,
provided that notice is given prior to the Closing Date (and, with
respect to the Additional International Shares, the Additional Closing
Date).
(c) Any notice of termination pursuant to this Section 13
shall be by telephone, telex, telephonic facsimile, or telegraph,
confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any
of the provisions hereof (otherwise than pursuant to notification by
you, as provided in subsection 13(a) or 13(b) hereof), or if the sale
of the International Shares provided for
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<PAGE> 41 -- EXHIBIT 1.2
herein is not consummated because any condition to the obligations of
the Managers set forth herein is not satisfied or because of any
refusal, inability or failure on the part of the Company to perform
any agreement herein or to comply with any provision hereof, the
Company agrees, subject to demand by you, to reimburse the Managers
for all reasonable out-of-pocket expenses (including the reasonable
fees and expenses of Underwriters' Counsel), incurred by the Managers
in connection herewith.
14. NOTICES. All communications hereunder, except as may
be otherwise specifically provided herein, shall be in writing and, if
sent to any one or more of the Managers, shall be mailed, delivered,
or telexed or telegraphed or faxed and confirmed in writing, to Bear,
Stearns International Limited, One Canada Square, London E14 5AD,
England, Attention: Corporate Finance Department (Fax No. ________);
if sent to the Company, shall be mailed, delivered, or telegraphed or
faxed and confirmed in writing, to the Company, 63 Lincoln Highway,
Malvern, Pennsylvania 19355, Attention: Chief Financial Officer, (Fax
No. (215) 296-0657).
15. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be an original but all of
which together shall constitute one instrument.
16. PARTIES. The Company shall be entitled to act and rely
upon any request, notice, consent, waiver or agreement purportedly
given by the Managers or you when the same shall have been given and
signed by Bear, Stearns. This Agreement shall inure solely to the
benefit of, and shall be binding upon, each of the Managers and the
Company and the controlling persons, directors, officers, employees
and agents referred to in Sections 9 and 10, and their respective
successors and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in
respect of or by virtue of this Agreement or any provision herein
contained. The term "successors and assigns" shall not include a
purchaser, in its capacity as such, of International Shares from the
Managers.
17. CONSTRUCTION. This Agreement shall be construed in
accordance with the internal laws of the State of New York.
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<PAGE> 42 -- EXHIBIT 1.2
If the foregoing correctly sets forth the complete agreement
between the Managers, on the one hand, and the Company, on the other
hand, please so indicate in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement among us.
Very truly yours,
VISHAY INTERTECHNOLOGY, INC.
By:
-------------------------------------
Name:
Title:
Accepted as of the date first above written.
BEAR, STEARNS INTERNATIONAL LIMITED
Acting on its own behalf and as a
representative of the several Managers named
in Schedule I annexed hereto.
By:
--------------------------------
Name:
Title:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
Acting on its own behalf and as a
representative of the several Managers named
in Schedule I annexed hereto.
By:
--------------------------------
Name:
Title:
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
Acting on its own behalf and as a
representative of the several Managers named
in Schedule I annexed hereto.
By:
--------------------------------
Name:
Title:
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<PAGE>
<PAGE> 43 -- EXHIBIT 1.2
MERRILL LYNCH INTERNATIONAL LIMITED
Acting on its own behalf and as a
representative of the several Managers named
in Schedule I annexed hereto.
By:
--------------------------------
Name:
Title:
SALOMON BROTHERS INTERNATIONAL LIMITED
Acting on its own behalf and as a
representative of the several Managers named
in Schedule I annexed hereto.
By:
--------------------------------
Name:
Title:
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<PAGE>
<PAGE> 44 -- EXHIBIT 1.2
SCHEDULE I
Number of
Firm International
Shares to
Name of Manager be Purchased
--------------- ------------
Bear, Stearns International
Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Donaldson, Lufkin & Jenrette
Securities Corporation . . . . . . . . . . . . . . . . . . . . . .
Lehman Brothers International
(Europe) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Merrill Lynch International
Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Salomon Brothers International
Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
___________
. . . . . . . . . . . . . . . . . TOTAL 550,000
=========
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<PAGE>
<PAGE> 45 -- EXHIBIT 1.2
SCHEDULE II
MATERIAL SUBSIDIARIES
JURISDICTION OF
NAME INCORPORATION
---- ---------------
Dale Holdings, Inc. Delaware
Dale Electronics, Inc. Delaware
Measurements Group, Inc. Delaware
Vishay Sprague Holdings Corp. Delaware
E-Sil Components Ltd. United Kingdom
Draloric Electronic GmbH Germany
Vishay Beteiliguns GmbH Germany
Roederstein GmbH Germany
Nicolitch S.A. France
Sfernice S.A. France
Vishay Israel Limited Israel
Dale Israel Limited Israel
Draloric Israel Limited Israel
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<PAGE>
<PAGE> 46 -- EXHIBIT 1.2
<TABLE>
<CAPTION>
SCHEDULE III
COMPANY SUBSIDIARIES
Percent of
Name Jurisdiction Ownership
---- ------------ ---------
<S> <C> <C>
Nippon Vishay, K.K. Japan 100%
Vishay F.S.C., Inc. U.S. Virgin Islands 100%
Vishay Holdings, Inc. Delaware 100%
Roederstein Electronics, Inc. Delaware 100%
Measurements Group, Inc. Delaware 100%
Vishay MicroMeasures SA France 100%
Measurements Group GmbH Germany 100%
Grupo Da Medidas
Iberica S.L. Spain 100%
Vishay Israel Limited Israel 90%
Z.T.R. Electronics Ltd. Israel 100%
Vishay International Trade Ltd. Israel 100%
Vishay Israel North Ltd. ______ _____
Dale Israel Electronics
Industries Ltd. Israel 100%
Draloric Israel Ltd. Israel 100%
V.I.E.C. Ltd. Israel 100%
Vilna Equities Holding, B.V. Netherlands 100%
Visra Electronics
Financing B.V. Netherlands 100%
Measurements Group (U.K.) Ltd. U.K. 100%
Vishay Beteiliguns GmbH Germany 79.90% by
Vishay Israel
7.56% by Vishay
9.01% by Vilna
3.53% by Dale
Roederstein GmbH Germany 100%
Roederstein-
Produktionsgesellschaft Germany 100%
Roederstein Electronics
Portugal Lda. Portugal 95%
Roederstein Bauelemente
Vartrieb GmbH Germany 51%
Roederstein Bauelemente
Vertrieb GmbH Germany 75%
Roederstein Bauelemente
Vertrieb GmbH Germany 70%
Roederstein Bauelemente
Vertrieb A.G. Switzerland 100%
Roederstein Vertrieb
elektronischer
Bauelemente & Co. Austria 70%
Roederstein Vertrieb
elektronischer
Bauelemente Ges. mbH Austria 77.78%
Klevestav-Roederstein
Festigheter AB Sweden 50%
Djie Roederstein
Electronische
Onderdelen B.V. Netherlands 40%
N.V. Roederstein Electronics
Components S.A. Belgium 48%
Fabrin-Roederstein A.S. Denmark 40%
</TABLE>
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<PAGE>
<PAGE> 47 -- EXHIBIT 1.2
Percent of
Name Jurisdiction Ownership
---- ------------ ---------
OY OKAB-Roederstein AB Finland 44.4%
Roederstein Finland OY Finland 40%
ROGIN Electronic S.A. Spain 33%
Roederstein Norge AS Norway 40%
Roederstein-Hilfe-GmbH Germany 100%
Draloric Electronics GmbH Germany 100%
Draloric Electronic
SPOL S RO Czechoslovakia 100%
Sfernice S.A. France 99.8%
Vishay Composants
Electroniques SARL France 100%
Nicolitch S.A. France 100%
Gravures
Industrielles
Mulhousiennes
S.A. France 100%
Sfernice Ltd. U.K. 100%
Aztronic S.A. France 100%
Ultronix, Inc. Delaware 100%
Ohmtek, Inc. New York 100%
Techno
Components
Corp. Delaware 100%
E-Sil Components Ltd. U.K. 100%
Vishay Components
(U.K.) Ltd. U.K. 100%
Grued, Corp. Delaware 100%
Con-Gro, Inc. Delaware 100%
Gro-Con, Inc. Delaware 100%
Angstrohm
Precision,
Inc. Delaware 100%
Alma Components Ltd. Guernsey 100%
Vishay Resistor
Products (U.K.) Ltd. U.K. 100%
Heavybarter,
Unlimited U.K. 100%
Vishay-Mann
Limited U.K. 100%
Dale Holdings, Inc. Delaware 100%
Dale Electronics, Inc. Delaware 100%
Componentes Dale de Mexico
S.A. de C.V. Mexico 100%
Electronica Dale de Mexico
S.A. de C.V. Mexico 100%
Vishay Electronic Components
Asia Pte., Ltd. Singapore 100%
Nytron Inductors, Inc. North Carolina 100%
Jeffers Electronics, Inc. _____________ ____
Jefel de Mexico S.A.
de C.V. Mexico 100%
The Colber Corporation New Jersey 100%
Dale Test Laboratories, Inc. South Dakota 100%
Angstrohm Precision, Inc. Maryland 100%
Bradford Electronics, Inc. Delaware 100%
Vishay Sprague Holdings Corp. Delaware 100%
Sprague North Adams, Inc. Massachusetts 100%
-------------------------
Note: Names of Subsidiaries are indented under name of Parent
Page of 3
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<PAGE>
<PAGE> 48 -- EXHIBIT 1.2
Percent of
Name Jurisdiction Ownership
---- ------------ ---------
Sprague Sanford, Inc. Maine 100%
Vishay Sprague, Inc. Delaware 100%
Vishay Sprague Canada Holdings
Inc. Canada 100%
Sprague Electric of Canada
Limited Canada 100%
Sprague France S.A. France 100%
Sprague Asia, Ltd. ________ ____
Sprague Palm Beach, Inc. ________ ____
-------------------------
Note: Names of Subsidiaries are indented under name of Parent
Page of 3
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<PAGE>
<PAGE> 49 -- EXHIBIT 1.2
EXHIBIT A
550,000 Shares
VISHAY INTERTECHNOLOGY, INC.
Common Stock
FORM OF INTERNATIONAL PRICING AGREEMENT
___________________
___________, 1994
Bear, Stearns International Limited
Donaldson, Lufkin & Jenrette
Securities Corporation
Lehman Brothers International (Europe)
Merrill Lynch International Limited
Salomon Brothers International Limited
as Representatives of the
several Managers named
in the International Underwriting Agreement
c/o Bear, Stearns International Limited
London, England
Ladies and Gentlemen:
Reference is made to the International Underwriting
Agreement dated ______________, 1994 (the "International Underwriting
Agreement") among Vishay Intertechnology, Inc. (the "Company") and the
several Managers named therein (the "Managers"), for whom Bear,
Stearns International Limited, Donaldson, Lufkin & Jenrette Securities
Corporation, Lehman Brothers International (Europe), Merrill Lynch
International Limited and Salomon Brothers International Limited are
acting as representatives. The International Underwriting Agreement
provides for the purchase by the Managers from the Company, subject to
the terms and conditions set forth therein, of an aggregate of 550,000
shares (the "Firm International Shares") of the Company's common
stock, par value $.10 per share. This Agreement is the International
Pricing Agreement referred to in the International Underwriting
Agreement.
Pursuant to Section 4 of the International Underwriting
Agreement, the Company agrees with each Manager as follows:
1. The public offering price per share for the Firm
International Shares, determined as provided in said Section 4, shall
be $_____.
2. The purchase price per share for the Firm International
Shares to be paid by the several Managers shall be $______, being an
amount equal to the public offering price set forth above less $_____
per share.
The Company represents and warrants to each of the Managers
that the representations and warranties of the Company set forth in
Section 3 of the International Underwriting Agreement are accurate as
though expressly made at and as of the date hereof.
This Agreement shall be governed by the laws of the State of
New York.
<PAGE>
<PAGE> 50 -- EXHIBIT 1.2
If the foregoing is in accordance with our understanding of
the International Underwriting Agreement, please sign and return to
the Company a counterpart hereof, whereupon this instrument, along
with all counterparts, will become a binding agreement among the
Managers and the Company in accordance with its terms and the terms of
the International Underwriting Agreement.
Very truly yours,
VISHAY INTERTECHNOLOGY, INC.
By:
------------------------------------------
Name:
Title:
Confirmed and accepted as of
the date first above written:
BEAR, STEARNS INTERNATIONAL LIMITED
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
MERRIL LYNCH INTERNATIONAL LIMITED
SALOMON BROTHERS INTERNATIONAL LIMITED
Acting on their own behalf and as
representatives of the other Managers
named in the International Underwriting Agreement.
By: BEAR, STEARNS INTERNATIONAL LIMITED
By:
--------------------------------
Name:
Title:
A-2
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<PAGE>
<PAGE>
<PAGE> 1 -- EXHIBIT 23.2
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Vishay
Intertechnology, Inc. for the registration of 2,750,000 shares of its common
stock and to the incorporation by reference therein of our report dated
February 10, 1994 (except for Note 6, as to which the date is March 25,
1994), with respect to the consolidated financial statements and schedules
of Vishay Intertechnology, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1993, filed with the Securities and Exchange
Commission.
ERNST & YOUNG
Philadelphia, Pennsylvania
July 14, 1994
<PAGE>
<PAGE> 1 -- EXHIBIT 23.3
Exhibit 23.3
ACCOUNTANTS' CONSENT
The Boards of Directors
Vitramon, Incorporated and Vitramon Limited (UK):
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick
Short Hills, New Jersey
July 19, 1994
