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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _______________ to ________________
Commission file number 1-7416
VISHAY INTERTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 38-1686453
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (610) 644-1300
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
Common Stock, $.10 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
--------- ---------
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
The aggregate market value of the Common Stock held by non-
affiliates of the registrant as of March 25, 1994, assuming
conversion of all its Class B Common Stock into Common Stock of the
registrant held by non-affiliates, was $648,375,000.
As of March 25, 1994, registrant had 17,641,081 shares of its
Common Stock and 3,590,232 shares of its Class B common stock
outstanding.
Portions of the registrant's definitive proxy statement, which
will be filed within 120 days of December 31, 1993, are
incorporated by reference into Part III.
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PART I.
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Item 1. DESCRIPTION OF BUSINESS
- - - --------------------------------
General
Vishay Intertechnology, Inc. (together with its
consolidated subsidiaries, "Vishay" or the "Company") is a leading
international manufacturer and supplier of passive electronic
components, particularly resistors and tantalum and film
capacitors. 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 almost all types of electronic
equipment. The Company's products are used in a broad variety of
electronic applications, including those in the computer,
telecommunications, military/aerospace, instrument, industrial,
automotive, office equipment and entertainment industries.
Through a series of acquisitions over the last eight
years, the Company has grown from a small manufacturer of precision
resistors and strain gages to one of the world's largest manufac-
turers and suppliers of a broad line of passive electronic compo-
nents. The Company's acquisition strategy has focused on
acquiring manufacturers of those types of quality products in which
the Company has strong marketing organizations and technical
expertise but who have encountered operating, financial or
management difficulties. In connection with each acquisition, the
Company has implemented programs to realize synergies between its
existing businesses and the acquired business. These programs have
focused on reducing selling, general and administrative expenses
and maximizing production efficiencies, including the integration
of redundant sales offices and administrative functions and the
transfer of some production operations to regions where the Company
can take advantage of lower labor costs and available tax and other
incentives.
The Company's first major acquisition was the purchase in
1985 of a 50% interest in Dale Electronics, Inc. ("Dale"), a United
States producer of precision and commercial resistors, magnetic
components and plasma displays. In 1987, the Company established
a major presence in Germany with the acquisition of Draloric
Electronic GmbH ("Draloric"), strengthening the Company's metal
film resistor and specialty resistor businesses. In 1988, the
Company acquired the remaining 50% interest in Dale as well as all
of the outstanding shares of Sfernice, S.A., a French manufacturer
of resistors, potentiometers and printed circuit boards. Subse-
quently, Vishay acquired several small United States inductor
manufacturers and one French inductor manufacturer. In 1992, the
Company acquired the worldwide tantalum capacitor and United States
thick film resistor network businesses of American Annuity Group,
Inc., formerly Sprague Technologies, Inc. ("STI"). In January
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1993, Vishay exercised its option to purchase 81% of the
outstanding share capital of Roederstein Spezialfabriken fur
Bauelemente der Elektronik und Kondensatoren der Starkstromtechnik
GmbH ("Roederstein"). Vishay acquired its initial 19% interest in
Roederstein in February 1992. Roederstein's principal products
include film, aluminum electrolytic and tantalum capacitors as well
as resistors. It also manufactures single layer ceramic
capacitors, heavy current capacitors and triplers.
Most recently, on July 2, 1993, Vishay acquired the
assets of the tantalum capacitor business of Philips Electronics
North America Corporation, a subsidiary of Philips Electronics
N.V., for approximately $11 million.
The Company currently operates as five separate business
units: (i) Vishay Electronic Components, U.S., which is comprised
of Dale, a manufacturer and supplier of resistors, the Vishay
Resistive Systems Unit, which primarily manufactures high
performance foil resistors and thin film resistor networks, and
Sprague, which consists of the tantalum capacitor and thick film
resistor network manufacturing businesses acquired from STI; (ii)
Draloric/Roederstein, German-based manufacturers and suppliers of
resistors and capacitors in Europe; (iii) Sfernice, S.A., a
resistor producer in France; (iv) Measurements Group, Inc., which
produces resistive sensors and other stress measuring devices in
the United States; and (v) Vishay Components (UK) Ltd., a
manufacturer and supplier of the Company's products in the United
Kingdom.
Vishay was incorporated in Delaware in 1962 and maintains
its principal executive offices at 63 Lincoln Highway, Malvern,
Pennsylvania 19355-2120. The telephone number is (610) 644-1300.
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 and
film capacitors, and, to a lesser extent, inductors, specialty
ceramic capacitors, transformers, potentiometers, plasma displays
and thermistors.
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
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well as in transducers, for measuring loads (scales), acceleration
and fluid pressure.
Fixed resistive components can be broadly categorized as
discrete components or networks. A discrete component is designed
to perform a single function and is incorporated by the customer in
the circuitry of a system which requires that particular function.
A network, on the other hand, is a microcircuit (consisting of a
number of resistors placed on a ceramic base), which is designed to
perform a number of standard functions. Vishay manufactures
discrete resistors and networks both of which are principally sold
in the precision or higher quality segments of the resistor market
(i.e., fixed precision wirewound, metal film and foil resistors and
network resistors).
The Company's resistive products primarily consist of
fixed resistors (foil and thin film resistors, wire-wound
resistors, metal film resistors, oxide film resistors, thermistors,
thick film resistor chips, networks (microcircuits) and resistive
sensors); variable resistors (trimmers and potentiometers);
magnetic components (inductors and transformers) and printed
circuit boards. Vishay produces resistors 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 equip-
ment. The more important applications for capacitors are (i)
electronic filtering for linear and switching power supplies, (ii)
decoupling and bypass of electronic signals or integrated circuits
and circuit boards, and (iii) frequency control, timing and
conditioning of electronic signals for a broad range of applica-
tions. The Company's capacitor products primarily consist of solid
tantalum chip capacitors, solid tantalum leaded capacitors,
wet/foil tantalum capacitors and film capacitors. The tantalum
capacitor is the smallest and most stable type of capacitor for its
range of capacitance.
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, the circuitry of measuring instruments, industrial equip-
ment, automotive applications including engine controls and fuel
injection systems, process control systems, computer-related
products, telecommunications, military and aerospace applications,
medical instruments and scales.
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Approximately 41% of the Company's net sales for the year
ended December 31, 1993 was attributable to sales to customers in
the United States while the remainder was attributable to sales
primarily in Europe. In the United States, products are marketed
primarily through independent manufacturers' representatives (who
are compensated solely on a commission basis), 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.
The Company endeavors to have its products incorporated
into the design of electronic equipment at the research and proto-
type 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.
One of the fastest growing markets for passive electronic
components is for surface mounted devices. These 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 certain advantages over through-hole mounting,
including the ability to place more components on a circuit board.
The Company believes it has taken advantage of the growth of the
surface mount market and is an industry leader in designing and
marketing surface mount devices. The Company offers a wide 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.
Sales of the Company's products to manufacturers in
defense-related industries have continued to decline over the past
year, primarily as a result of reduced governmental procurements of
defense-related products. 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 "Classifi-
cation 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.
In that event, the Company's product may not qualify for use as a
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component in other products required to meet a more stringent
Classification Level, although the Company's product may still be
sold for use in other products requiring a less stringent classifi-
cation. After completion of additional retesting, however, the
product may again be classified at its original level. Sales of
the product may be adversely affected pending the completion of any
such additional retesting and the resumption of the original
Classification Level. Various United States manufacturing facili-
ties from time to time experience a product Classification Level
modification. During the time that such level is modified 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
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 the Company's
sales for the year ended December 31, 1993.
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
and, 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
1993, $7.1 million for 1992 and $7.0 million for 1991. The Company
spends additional amounts for the development of machinery and
equipment for new processes and for cost reduction measures. See
"Competition".
Sources of Supplies
Although most materials incorporated in the Company's
products are available from a number of sources, certain materials
(particularly tantalum) are available only from a limited number of
suppliers. In order to protect itself from manufacturing
disruptions due to potential supply shortages, the Company
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maintains a supply of certain critical materials, the nondelivery
of which could have a materially adverse effect on the Company.
Tantalum metal is the principal material used in the
manufacture of 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. Tantalum, and other required raw materials have
generally been available in sufficient quantities, but have been
subject to wide price variations. Disruptions in the supply of, or
substantial increases in the price of, tantalum metal could have a
materially adverse effect on the Company.
Inventory and Backlog
Although Vishay manufactures standardized products, a
substantial portion of its products are produced to meet specific
customer specifications. The Company does, however, maintain an
inventory of resistors and other components. Backlog of outstand-
ing orders for the Company's products was $198.4 million, $134.3
million and $104.5 million, at December 31, 1993, 1992 and 1991,
respectively. 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 12 months. Most
of the orders in the Company's backlog may be cancelled by its
customers, in whole or in part, although sometimes subject to
penalty. To date, however, cancellations have not represented a
material portion of the backlog.
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, such as design assistance, order expediting
and prompt delivery. 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.
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In several areas the Company strengthens its market
position by conducting seminars and educational programs for
customers and for potential customers.
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
STI tantalum capacitor and network lines, no particular patent is
considered material to the business of the Company.
Manufacturing Operations
The Company conducts manufacturing operations in three
principal geographic regions: the United States, Europe and
Israel. At December 31, 1993, approximately 40% of the Company's
identifiable assets were located in the United States,
approximately 50% were located in Europe, approximately 9% were
located in Israel and 1% in other regions. In the United States,
the Company's main manufacturing facilities are located in
Nebraska, South Dakota, North Carolina, Pennsylvania and Maine. In
Europe, the Company's main manufacturing facilities are located in
Selb and Landshut, Germany and Nice and Tours, France. In Israel,
manufacturing facilities are located in Holon and Dimona. The
Company also maintains manufacturing facilities in Juarez, Mexico
and Toronto, Canada.
For the year ended December 31, 1993, sales of products
manufactured in Israel accounted for approximately 8% of the
Company's net sales. The Company conducts manufacturing operations
in Israel in order to take advantage of the relatively low wage
rates in Israel and several incentive programs instituted by the
Government of Israel, including certain tax abatements. These
programs have contributed substantially to the growth and
profitability of the Company. The Company may 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.
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.
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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 which 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. These actions may
result in fines and/or clean-up expenses. The Company believes
that any fine and/or clean-up expense, 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. The Company anticipates that it will undertake capital
expenditures of approximately $1,000,000 in fiscal 1994 for general
environmental enhancement programs.
Employees
As of December 31, 1993, the Company employed
approximately 14,200 full time employees of whom approximately
8,600 were located outside the United States. The Company hires
few employees on a part time basis. While many of the Company's
foreign employees are members of trade unions, none of the
Company's employees located in the United States are represented by
unions except for approximately 172 employees at the North Adams,
Massachusetts facility acquired from STI, who are represented by
three unions. The Company is currently negotiating the collective
bargaining agreements of such domestic employees with each of these
unions. The Company believes that its relationship with its
employees is excellent.
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Item 2. PROPERTIES
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The Company maintains 53 manufacturing facilities. The
principal locations of such facilities, along with available space
including administrative offices, are:
Approx. Available
Owned Locations Space (Square Feet)
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United States
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Malvern and Bradford, PA 223,000
Columbus and Norfolk, NE 336,000
Wendell and Statesville, NC 193,000
Sanford, ME 212,000
Foreign
-------
Germany (11 locations) 1,375,000
France (11 locations) 606,000
Israel (2 locations) 400,000
Portugal 100,000
Vishay owns an additional 239,000 square feet of manufac-
turing facilities located in Colorado, Maryland, South Dakota and
Florida.
Available leased facilities in the United States include
420,000 square feet of space located in New York, California, New
Jersey, South Dakota, Texas, Massachusetts and New Hampshire.
Foreign leased facilities consist of 206,000 square feet in Mexico,
151,000 square feet in France, 130,000 square feet in England,
109,000 square feet in Canada and 98,000 square feet in Germany.
The Company also has facilities in Japan, Austria, Switzerland,
and the Czech Republic.
In September 1993, Vishay entered into negotiations to
build an additional manufacturing facility in Israel. The facility,
which will be approximately 200,000 square feet, will be located
near Haifa.
Management believes it has sufficient manufacturing space
for its current business.
Item 3. LEGAL PROCEEDINGS
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The Company, from time to time, is involved in routine
litigation incidental to its business. Management believes that
such matters, either individually or in the aggregate, should not
have a materially adverse effect on the Company's business or
financial condition.
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Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- - - ------- ---------------------------------------------------
During the fourth quarter of the fiscal year covered by
this report, no matter was submitted to a vote of security holders
of the Company.
Item 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
- - - -------- ------------------------------------
The following table sets forth certain information
regarding the executive officers of the Company as of March 25,
1994.
Name Age Positions Held
- - - ---- --- --------------
Felix Zandman* 65 Chairman of the Board,
President, Chief
Executive Officer
and Director
Robert A. Freece* 53 Vice President, Treasurer,
Chief Financial Officer
and Director
Henry V. Landau 47 Vice President; President
-- Measurements Group,
Inc.
Moshe Shamir 70 Vice President;
President -- Vishay
Israel Limited
William J. Spires 52 Vice President and
Secretary
Donald G. Alfson 48 Vice President, Director;
President -- Vishay
Electronic Components,
U.S. and Asia and
President -- Dale
Electronics, Inc.
Gerald Paul 45 Vice President, Director;
President -- Vishay
Electronic Components,
Europe and Managing
Director -- Draloric
Electronic GmbH.
* Member of the Executive Committee of the Board of Directors.
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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.
Robert A. Freece has been Vice President, Treasurer,
Chief Financial Officer and a Director of the Company since 1972.
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 was an Executive Vice President of
Measurements Group, Inc. from 1981 to 1984 and has been employed by
the Company since 1972.
Moshe Shamir has been the President of Vishay Israel
Limited since its inception in 1969. Mr. Shamir has been a Vice
President of the Company since 1972. Mr. Shamir is also a member
of the Board of Directors of Teva Pharmaceuticals Industries, Ltd.
and Chairman of the Executive Committee thereof.
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.
Donald G. Alfson has been a Vice President
since May 1993, a Director of the Company since May 1992 and the
President of Vishay Electronic Components U.S. and Asia, and
President of Dale Electronics, Inc. since April 1992. Mr. Alfson
has been employed by the Company since 1972.
Gerald Paul has been a Vice President and 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.
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PART II
-------
Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY
- - - ------- HOLDER MATTERS
---------------------------------------------------------
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 for the Company's Common Stock
as reported on the New York Stock Exchange Composite Tape for the
quarterly periods within the 1993 and 1992 fiscal years indicated.
Stock prices have been restated to reflect stock dividends. The
Company does not currently pay cash dividends on its capital stock.
Its policy is to retain earnings to support the growth of the
Company's business and the Company does not intend to change this
policy at the present time. In addition, the Company is restricted
from paying cash dividends under the terms of the Company's
revolving credit and term loan agreement (see Note 6 to the
consolidated financial statements). Holders of record of the
Company's Common Stock totalled approximately 1,441 at March 25,
1994.
COMMON STOCK MARKET PRICES
Calendar 1993 Calendar 1992
High Low High Low
------ ------ ------ ------
First Quarter $35.48 $27.38 $21.31 $14.74
Second Quarter 36.25 25.48 24.29 18.59
Third Quarter 37.75 31.63 26.67 22.03
Fourth Quarter 35.38 28.75 35.48 25.36
On October 1, 1990, the Company commenced a stock repur-
chase program pursuant to which the Company was authorized to
purchase up to $5 million worth of its Common Stock. The purchases
of Common Stock by the Company under the repurchase program are
made in open-market transactions, subject to the availability of
stock in accordance with the rules of the Securities and Exchange
Commission and at the discretion of management. As of December 31,
1990 the Company had repurchased 36,600 shares at an approximate
cost of $459,000. No repurchases were made in 1991, 1992 or 1993.
In addition at March 25, 1994, the Company had
outstanding 3,590,232 shares of Class B Common Stock, par value
$.10 per share (the "Class B Stock"), each of which entitles the
holder to ten votes. The Class B Stock generally is not
transferable and there is no market for those shares. The Class B
Stock is convertible, at the option of the holder, into Common
Stock on a share for share basis. Substantially all such Class B
Stock is beneficially owned by Dr. Felix Zandman, Mr. Moshe Shamir
and a revocable trust for the benefit of Mr. Alfred P. Slaner. Dr.
Felix Zandman is an executive officer and director of the Company,
and Mr. Shamir is a director. Mr. Slaner and his wife, Luella B.
Slaner, are Trustees of the Slaner Trust, and accordingly, Mrs.
Slaner, a Vishay director, may also be deemed beneficially to own
such shares.
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Item 6. SELECTED FINANCIAL DATA
- - - ------- -----------------------
The following table sets forth selected consolidated financial
information of the Company for the fiscal years ended December 31, 1993, 1992,
1991, 1990 and 1989. This table should be read in conjunction with the
Consolidated Financial Statements of the Company and the related notes thereto
included elsewhere in this Form 10-K.
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------
1993(1) 1992(2) 1991 1990 1989
------- ------- ---- ---- ----
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Net sales. . . . . . . . . $856,272 $664,226 $442,283 $445,596 $415,619
Interest expense . . . . . 20,624 19,110 15,207 19,426 21,068
Earnings before
income taxes and
cumulative effect of
accounting change. . . . 50,894 37,924 27,253 33,856 26,418
Income taxes . . . . . . . 8,246 7,511 6,363 10,655 8,651
Earnings before cumulative
effect of accounting change 42,648 30,413 20,890 23,201 17,767
Cumulative effect of
accounting change for
income taxes . . . . . . 1,427 -- -- -- --
Net earnings . . . . . . . 44,075 30,413 20,890 23,201 17,767
Total assets . . . . . . . 948,106 661,643 448,771 440,656 419,958
Long-term debt . . . . . . 266,999 139,540 127,632 140,212 186,182
Working capital. . . . . . 205,806 145,327 128,733 120,384 115,945
Stockholders' equity . . . 376,503 346,625 201,366 177,839 117,984
Earnings per share:
Before cumulative effect
of accounting change . 2.01 1.71 1.25 1.48 1.24
Accounting change for
income taxes . . . . . 0.07 -- -- -- --
Net earnings. . . . . . $ 2.08 $ 1.71 $ 1.25 $ 1.48 $ 1.24
Weighted average number
of shares outstanding. . 21,228 19,366 16,649 17,961 14,354
</TABLE>
- - - ---------------
(1) Includes the results from January 1, 1993 of the Roederstein acquisition.
(2) Includes the results from January 1, 1992 of the businesses acquired
from STI.
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Item 7. 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. Since mid-1990, sales of most of the
Company's products have been adversely affected by the worldwide
slowdown in the electronic components industry. In addition, sales
to defense-related industries have declined since the first quarter
of 1991. These trends are continuing.
Year ended December 31, 1993 compared to
Year ended December 31, 1992
Results of Operations
- - - ---------------------
Net sales for the year ended December 31, 1993 increased
by $192,046,000 over the comparable period of the prior year. The
increase resulted from the 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 the same period
of the prior year. This decrease in net sales is attributable to
the strengthening of the U.S. dollar against foreign currencies,
which resulted in a decrease in reported Vishay sales of
$15,671,000 for the year ended December 31, 1993, and 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 the
comparable period of the prior year. The reason for this increase
is that the costs of products sold for Roederstein (prior to the
full implementation of synergistic cost reductions) are approx-
imately 80% of net sales, while Vishay's business, exclusive of
Roederstein, has been operating in the 76% to 78% range. 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 costs of products sold.
Selling, general, and administrative expenses for the year
ended December 31, 1993 were 13.9% of net sales as compared to
15.3% for the comparable period of the prior year. The current
year's lower rates reflect the effect of the acquisition of
<PAGE>
<PAGE> 16
Roederstein and the ongoing cost savings programs implemented with
the acquisition of certain businesses of 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 decision to downsize its European operations,
primarily in France, as a result of the European business climate.
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 operations in
Dimona, Israel.
Interest costs increased by $1,514,000 for the year ended
December 31, 1993 as a result of increased debt incurred for the
acquisition of Roederstein.
Other income for the year ended December 31, 1993
decreased by $4,410,000 over the comparable period of the prior
year because other income for the year ended December 31, 1992
included consulting fees of $2,307,000 from Roederstein. These
fees to Vishay were for time and expenses of Vishay personnel
utilized by Roederstein in its attempt to restructure itself.
Also, other income for the year ended December 31, 1992 included
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 the year ended December 31, 1992.
The effective tax rate of 16.2% for the year ended
December 31, 1993 reflects the non-taxability 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 non-
taxable insurance proceeds, was 18.6%. The effective tax rate for
the year ended December 31, 1992 was 19.8%.
Accounting Changes
- - - ------------------
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
of increased depreciation expense as a result of Statement 109's
requirement to report assets acquired in prior business
combinations at their pretax amounts.
<PAGE>
<PAGE> 17
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 the comparable period of the prior year. The
increase was the result of 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. For the year ended December 31, 1992, net sales,
exclusive of the acquired businesses, decreased by $8,549,000
compared to the same period of the prior year 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 for the year ended December 31, 1992.
Costs of products sold for the year ended December 31,
1992 were 76.5% of net sales as compared to 71.9% for the
comparable period of the prior year. 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 the year
ended December 31, 1992 were 15.3% of net sales compared to 17.2%
for the comparable period of the prior year. 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. For the year ended December 31,
1992, selling, general and administrative expenses of the Vishay
resistor business (approximately 17%) were comparable to the levels
experienced in the prior year.
Interest costs increased by $3,903,000 for the year ended
December 31, 1992 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. Other income for
the year ended December 31, 1992 also includes fees of approxi-
<PAGE>
<PAGE> 18
mately $3,325,000 from STI under one-year sales and distribution
agreements expiring February 14, 1993, which were entered into in
connection with the acquisition of the businesses from STI.
The effective tax rate was 19.8% for the year ended
December 31, 1992. The effective rate is comparable to the rate of
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.
Year ended December 31, 1991 compared to
Year ended December 31, 1990
Net sales decreased by $3,313,000 or approximately 1% to
$442,283,000 for the year ended December 31, 1991 from $445,596,000
for the year ended December 31, 1990. Sales increased in the
United States by 2.7% as a result of acquisitions, which partially
offset the effect of the worldwide recession. Sales in Western
Europe declined 4.9% compared to the year ended December 31, 1990
as a result of the recession and the strengthening of the dollar
against foreign currencies. Price increases did not materially
affect sales.
Costs of products sold increased to $318,166,000 or 71.9%
of sales for the year ended December 31, 1991 from $312,925,000 or
70.2% of sales for the year ended December 31, 1990. The increase
in costs of products sold as a percentage of sales reflects
increased production costs of relatively flat sales in addition to
certain manufacturing inefficiencies during the latter part of
1991.
Selling, general, and administrative expenses decreased
to $75,973,000 or 17.2% of sales for the year ended December 31,
1991 from $77,740,000 or 17.4% of sales for the year ended December
31, 1990 primarily because of the continuation of cost reduction
programs introduced during 1990.
Expenses of approximately $3,700,000 for layoff costs at
the Company's European subsidiaries were incurred during the latter
half of 1991. This correction to the work force was made to
strengthen the subsidiaries' ability to attain earnings goals and
to respond to the current recession.
Interest expense decreased by $4,219,000 to $15,207,000
for the year ended December 31, 1991 from $19,426,000 for the year
ended December 31, 1990 primarily as a result of payments made on
long-term debt and lower interest rates.
Other expenses for the year ended December 31, 1991 were
$289,000 compared to income of $2,344,000 for the year ended
December 31, 1990, primarily due to decreases in investment grants
from Israel and interest income. Investment grants and interest
<PAGE>
<PAGE> 19
income for the year ended December 31, 1991 were $106,000 and
$797,000, respectively, compared to $980,000 and $2,257,000,
respectively, for the year ended December 31, 1990.
The effective tax rate for the year ended December 31,
1991 was 23.3% versus 31.5% for the year ended December 31, 1990.
The decrease in the effective tax rate resulted from a reduced tax
rate for certain Israeli operations and an increase in the propor-
tion of earnings taxable in Israel. The lower rate was primarily
due to tax advantages of doing business in Israel where the
Company's effective average tax rate was approximately 10% at that
time.
Financial Condition
Cash flows from operations were $50,114,000 for the year
ended December 31, 1993 compared to $54,357,000 for the prior year
and were used primarily to finance capital expenditures. Purchases
of property and equipment were $76,813,000 for the year ended
December 31, 1993 compared to $49,801,000 for the prior year
primarily due to additions of manufacturing equipment for surface
mount products and expansion of manufacturing facilities in Israel.
The Company's financial condition at December 31, 1993 is strong
with the Company's current ratio of 2.1 to 1. The Company's ratio
of long-term debt to stockholders' equity was .7 to 1 at December
31, 1993 as compared to .4 to 1 at December 31, 1992. The increase
in this ratio resulted from additional borrowings in connection
with the acquisition of Roederstein.
In connection with the Roederstein acquisition, Vishay
entered into a DM 104,316,000 term loan agreement with its lending
banks in January 1993. In addition, an Israeli subsidiary of
Vishay borrowed $20 million pursuant to an unsecured credit
agreement. The funds from the credit facilities were used in
connection with the Roederstein acquisition and the refinancing of
Roederstein's debt. Vishay and the Banks also amended certain
terms of the outstanding $170,000,000 Revolving Credit and Term
Loan Agreement dated as of January 10, 1992 among Vishay and the
Banks and the Amended and Restated DM 42,375,000 Revolving Credit
and DM 57,036,000 Term Loan Agreement dated as of January 10, 1992
among Vishay, Draloric and the lending banks in order to, among
other things, allow Vishay to draw upon its revolving credit
facilities to refinance a portion of Roederstein's debt.
See Note 6 to the Company's Consolidated Financial
Statements elsewhere herein for additional information with respect
to Vishay's loan agreements, long-term debt and available short-
term credit lines.
Management believes that available sources of credit,
together with cash expected to be generated from operations, will
be sufficient to satisfy the Company's anticipated financing needs
<PAGE>
<PAGE> 20
for working capital and capital expenditures during the next twelve
months.
Inflation
Normally, inflation has not had a significant impact on
the Company's operations. The Company's products are not generally
sold on long-term contracts. Consequently, selling prices, to the
extent permitted by competition, can be adjusted to reflect cost
increases caused by inflation.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- - - ------- -------------------------------------------
The following Consolidated Financial Statements of the
Company and its subsidiaries, together with the report of
independent auditors thereon, are presented under Item 14 of this
report:
Report of Independent Auditors
Consolidated Balance Sheets -- December 31, 1993 and 1992.
Consolidated Statements of Operations -- for the years
ended December 31, 1993, 1992 and 1991.
Consolidated Statements of Cash Flows -- for the years
ended December 31, 1993, 1992 and 1991.
Consolidated Statements of Stockholders' Equity -- for the
years ended December 31, 1993, 1992 and 1991.
Notes to Consolidated Financial Statements -- December 31,
1993.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
- - - ------- ACCOUNTING AND FINANCIAL DISCLOSURE
------------------------------------------------
None.
PART III
--------
Information with respect to Items 10, 11, 12 and 13 on
Form 10-K is set forth in the Company's definitive proxy statement,
which will be filed within 120 days of December 31, 1993, the
Company's most recent fiscal year. Such information is incor-
porated herein by reference, except that information with respect
to Executive Officers of Registrant is set forth in Part I, Item 4A
hereof under the caption, "Executive Officers of the Registrant".
<PAGE>
<PAGE> 21
PART IV
-------
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
- - - -------- FORM 8-K
------------------------------------------------------
(a) (1) All Consolidated Financial Statements of the
Company and its subsidiaries for the year ended
December 31, 1993 are filed herewith. See Item
8 of this Report for a list of such financial
statements.
(2) Financial Statement Schedules for Vishay, set
forth immediately following this Item 14 are as
follows:
Schedule V -- Property, Plant and Equipment
Schedule VI -- Accumulated Depreciation,
Depletion and Amortization of Property, Plant
and Equipment
Schedule IX -- Short-Term Borrowings
Schedule X -- Supplementary Income Statement
Information
All other schedules for which provision is made
in the applicable accounting regulation of the
Securities and Exchange Commission are not
required under the related instruction or are
inapplicable and therefore have been omitted.
(3) Exhibits -- See response to paragraph (c) below.
(b) Reports on Form 8-K
None
(c) Exhibits:
2.1 Purchase and Sale Agreement, dated as of November 14,
1991, among Sprague Technologies, Inc., Sprague Electric
Company and Vishay Intertechnology, Inc. Incorporated
by reference to Exhibit 1 to the Current Report on Form
8-K dated November 14, 1991.
3.1 Certificate of Incorporation of Registrant, as amended
and Certificate of Amendment of Restated Certificate of
Incorporation of Registrant dated May 18, 1993.
3.2 Amended and Restated Bylaws of Registrant. Incorporated
by reference to Exhibit 3.2 to Registration Statement
No. 33-13833 of Registrant on Form S-2 under the
<PAGE>
<PAGE> 22
Securities Act of 1933 (the "Form S-2") and Amendment
No. 1 to Amended and Restated Bylaws of Registrant.
10.1 Performance-Based Compensation Plan for Chief Executive
Officer of Registrant.
10.2 Second Amendment dated as of January 29, 1993 to Amended
and Restated Vishay Intertechnology, Inc. $170,000,000
Revolving Credit and Term Loan Agreement by and among
Comerica Bank, NationsBank of North Carolina, N.A.,
Signet Bank Maryland, CoreStates Bank, N.A., Bank
Hapoalim, B.M., Meridian Bank, Bank Leumi le-Israel,
B.M., Berliner Handels-und Frankfurter Bank and ABN AMRO
Bank N.V. (collectively, the "Banks"), Comerica Bank, as
agent for the Banks (the "Agent"), and Vishay
Intertechnology, Inc. ("Vishay"), dated as of January
10, 1992. Incorporated by reference to Exhibit (10.1)
to the Current Report on Form 8-K, dated January 29,
1993.
10.3 Second Amendment dated as of January 29, 1993 to Amended
and Restated Draloric Electronic GmbH DM 42,375,000
Revolving Credit and DM 57,036,000 Term Loan Agreement
by and among the Banks, the Agent and Draloric
Electronic GmbH ("Draloric"), dated as of January 10,
1992. Incorporated by reference to Exhibit (10.2) to
the Current Report on Form 8-K, dated January 29, 1993.
10.4 Roederstein DM 104,315,990.20 Term Loan Agreement dated
as of January 29, 1993 by and among the Banks, the
Agent, Draloric and Vishay. Incorporated by reference
to Exhibit (10.3) to the Current Report on Form 8-K,
dated January 29, 1993.
10.5 Agreement between First International Bank of Israel and
Vishay Israel Ltd. dated January 28, 1993. Incorporated
by reference to Exhibit (10.4) to the Current Report on
Form 8-K, dated January 29, 1993.
10.6 Amended and Restated Vishay Intertechnology, Inc.
$170,000,000 Revolving, Credit and Term Loan Agreement
by and among Manufacturers Bank, N.A., NationsBank of
North Carolina, N.A., Signet Bank Maryland, CoreStates
Bank, N.A., Bank Hapoalim, B.M., Meridian Bank and Bank
Leumi le-Israel, B.M. (collectively, the "Prior Banks"),
the Agent and Vishay, dated as of January 10, 1992.
Incorporated by reference to Exhibit (10.1) to the
Current Report on Form 8-K, dated January 10, 1992.
10.7 Amended and Restated Draloric Electronic, GmbH DM
42,375,000 Revolving Credit and DM 57,036,000 Term Loan
<PAGE>
<PAGE> 23
Agreement by and among the Prior Banks, the Agent and
Draloric, dated as of January 10, 1992. Incorporated by
reference to Exhibit (10.2) to the Current Report on
Form 8-K, dated January 10, 1992.
10.8 Amended and Restated Guaranty by Vishay to the Banks,
dated as of January 29, 1993. Incorporated by reference
to Exhibit (10.5) to the Current Report on Form 8-K,
dated January 29, 1993.
10.9 Amended and Restated Guaranty by Dale Holdings, Inc.,
Dale Electronics, Inc., Bradford Electronics, Inc., and
Measurements Group, Inc. to the Banks, dated as of
January 29, 1993. Incorporated by reference to Exhibit
(10.6) to the Current Report on Form 8-K, dated January
29, 1993.
10.10 Amended and Restated Permitted Borrowers Guaranty by
Vilna Equities Holding B.V., Visra Electronics
Financing, B.V., Draloric, E-Sil Components, Ltd.,
Vishay Components (U.K.) Limited, Sfernice, S.A.,
Ultronix, Inc., Techno Components Corporation and
Ohmtek, Inc. to the Banks, dated as of January 29, 1993.
Incorporated by reference to Exhibit (10.7) to the
Current Report on Form 8-K, dated January 29, 1993.
10.11 Guaranty by Vishay Sprague, Inc., Sprague North Adams,
Sprague Sanford and Roederstein Electronics, Inc. to the
Banks, dated January 29, 1993. Incorporated by
reference to Exhibit (10.8) to the Current Report on
Form 8-K, dated January 29, 1993.
10.12 Guaranty Agreement, dated as of November 29, 1989
between the Company and Societe Generale, New York
Branch. Incorporated by reference to Exhibit 10.3 to
the Company's Annual Report on Form 10-K for December
31, 1989.
10.13 Option Agreement for the Assets of the Resista Division
of Roederstein by and among Vishay, Mr. Jorg
Roederstein, Roederstein Spezialfabriken fur Bauelemente
der Elektronik und Kondensatoren der Starkstromtechnik
GmbH ("Roederstein") and Mr. Till Roederstein, dated
February 18, 1992. Incorporated by reference to Exhibit
10.1 to the Current Report on Form 8-K, dated
February 18, 1992.
10.14 Purchase and Transfer Agreement concerning Shares by and
among, Mrs. Ute Roederstein, Mrs. Cornelia Bodinka, nee
Roederstein, Ms. Claudia Roederstein, Mr. Jorg
Roederstein, Mr. Till Roederstein and Vishay dated
February 18, 1992. Incorporated by reference to Exhibit
<PAGE>
<PAGE> 24
10.2 to the Current Report on Form 8-K, dated February
18, 1992.
10.15 Notarial Offer for a Purchase and Transfer Agreement
concerning Shares by Mr. Till Roederstein and Vishay
Intertechnology, Inc. dated February 18, 1992.
Incorporated by reference to Exhibit 10.3 to the Current
Report on Form 8-K, dated February 18, 1992.
10.16 Fiscal Agency Agreement, dated July 28, 1988, between
the Company and Citibank, N.A. Incorporated by
reference to Exhibit (10(i)) to the Current Report on
Form 8-K, dated August 30, 1988.
10.17 Management Fee Agreement between Dale Holdings, Inc. and
the Company, dated May 14, 1986. Incorporated by
reference to Exhibit 10.15 to the Form S-2.
10.18 Employment Agreement, dated as of March 15, 1985,
between the Company and Dr. Felix Zandman. Incorporated
by reference to Exhibit 10.12 to the Form S-2.
10.19 1986 Employee Stock Plan of the Company. Incorporated
by reference to Exhibit 4 to the Company's Registration
Statement on Form S-8 (No. 33-7850).
10.20 1986 Employee Stock Plan of Dale Electronics, Inc.
Incorporated by reference to Exhibit 4 to the Company's
Registration Statement on Form S-8 (No. 33-7851).
10.21 Money Purchase Plan Agreement of Measurements Group,
Inc. Incorporated by reference to Exhibit 10(a)(6) to
Amendment No. 1 to the Company's Registration Statement
on Form S-7 (No. 2-69970).
10.22 Distributor Agreement between Nytron Inductors and VSD,
Inc. dated as of January 1, 1991. Incorporated by
reference to the Company's Annual Report on Form 10-K
for December 31, 1990.
10.23 Distribution Sales Agreement between Sprague Electric
Company and Vishay Intertechnology, Inc., dated February
14, 1992. Incorporated by reference to Exhibit (10.1)
to the Current Report on Form 8-K, dated February 14,
1992.
10.24 Sales Representation Agreement between Sprague Electric
Company and Vishay Intertechnology, Inc. dated February
14, 1992. Incorporated by reference to Exhibit (10.2)
to the Current Report on Form 8-K, dated February 14,
1992.
<PAGE>
<PAGE> 25
10.25 Agreement for Transfer of Computer Software License
Administration Services Agreement between Sprague
Electric Company and Vishay Intertechnology, Inc., dated
February 14, 1992. Incorporated by reference to Exhibit
(10.3) to the Current Report on Form 8-K, dated February
14, 1992.
10.26 Lease of Concord Facility, dated February 14, 1992.
Incorporated by reference to Exhibit (10.4) to the
Current Report on Form 8-K, dated February 14, 1992.
10.27 Sublease of Hudson Facility, dated February 14, 1992.
Incorporated by reference to Exhibit (10.5) to the
Current Report on Form 8-K, dated February 14, 1992.
10.28 Lease of El Paso Property, dated February 14, 1992.
Incorporated by reference to Exhibit (10.6) to the
Current Report on Form 8-K, dated February 14, 1992.
10.29 Non-Competition Agreement among Sprague Technologies,
Inc., Sprague Electric Company and Vishay Inter-
echnology, Inc., dated February 14, 1992. Incorporated
by reference to Exhibit (10.7) to the Current Report on
Form 8-K, dated February 14, 1992.
10.30 Agreement between Sprague Technologies, Inc. and Vishay
Israel, Ltd., dated February 14, 1992. Incorporated by
reference to Exhibit (10.8) to the Current Report on
Form 8-K, dated February 14, 1992.
11. Statement regarding Computation of Per Share Earnings.
22. Subsidiaries of the Registrant.
23. Consent of Independent Auditors.
<PAGE>
<PAGE> 26
Report of Independent Auditors
Board of Directors and Stockholders
Vishay Intertechnology, Inc.
We have audited the accompanying consolidated balance sheets of
Vishay Intertechnology, Inc. as of December 31, 1993 and 1992, and
the related consolidated statements of operations, cash flows, and
stockholders equity for each of the three years in the period
ended December 31, 1993. Our audits also included the financial
statement schedules listed in the Index at Item 14(a). These
financial statements and schedules are the responsibility of the
Companys management. Our responsibility is to express an opinion
on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of Vishay Intertechnology, Inc. at December 31,
1993 and 1992, and the consolidated results of its operations and
its cash flows for each of the three years in the period ended
December 31, 1993, in conformity with generally accepted
accounting principles. Also, in our opinion, the related
financial statement schedules, when considered in relation to the
basic financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
As discussed in the Notes to Consolidated Financial Statements, in
1993 the Company changed its methods of accounting for income
taxes (Note 5) and postretirement benefits other than pensions
(Note 10).
/s/ ERNST & YOUNG
Philadelphia, Pennsylvania
February 10, 1994
except for Note 6, as to which the date is
March 25, 1994
<PAGE>
<PAGE> 27
Vishay Intertechnology, Inc.
Consolidated Balance Sheets
(In thousands, except per share and share amounts)
December 31
1993 1992
--------------------------
Assets
Current assets:
Cash and cash equivalents $ 10,931 $ 15,977
Accounts receivable, less allowances
of $5,150 and $3,885 125,284 102,757
Inventories:
Finished goods 85,783 50,874
Raw materials and work in process 138,872 99,901
Prepaid expenses and other current
assets 33,365 18,192
--------------------------
Total current assets 394,235 287,701
Property and equipment--at cost:
Land 33,791 12,917
Buildings and improvements 136,432 87,623
Machinery and equipment 398,885 288,527
--------------------------
569,108 389,067
Less allowances for depreciation (149,004) (117,448)
--------------------------
420,104 271,619
Goodwill 118,286 74,872
Other assets 15,481 27,451
--------------------------
$948,106 $661,643
==========================
<PAGE>
<PAGE> 28
December 31
1993 1992
--------------------------
Liabilities and stockholders' equity
Current liabilities:
Notes payable to banks $ 22,695 $ 18,966
Trade accounts payable 48,404 42,727
Payroll and related expenses 28,942 23,124
Other accrued expenses 54,112 25,984
Income taxes 3,740 -
Current portion of long-term debt 30,536 31,573
--------------------------
Total current liabilities 188,429 142,374
Long-term debt--less current portion 266,999 139,540
Deferred income taxes 26,080 9,786
Other liabilities 24,081 1,021
Accrued pension costs 66,014 22,297
Stockholders' equity:
Preferred Stock, par value $1.00 a share:
Authorized--1,000,000 shares; none
issued
Common Stock, par value $.10 a share:
Authorized--35,000,000 shares;
17,639,081 and 16,795,234 shares
outstanding after deducting 47,441
and 47,432 shares in treasury 1,763 1,679
Class B convertible Common Stock, par
value $.10 a share: Authorized--
15,000,000 shares; 3,590,232 and
3,419,385 shares outstanding after
deducting 125,965 and 119,967
shares in treasury 359 342
Capital in excess of par value 288,980 253,446
Retained earnings 105,849 97,156
Foreign currency translation
adjustment (13,109) (5,864)
Unearned compensation (60) (134)
Pension adjustment (7,279) -
--------------------------
376,503 346,625
--------------------------
$948,106 $661,643
==========================
See accompanying notes.
<PAGE>
<PAGE> 29
Vishay Intertechnology, Inc.
Consolidated Statements of Operations
(In thousands, except per share and share amounts)
Year ended December 31
1993 1992 1991
------------------------------------------
Net sales $856,272 $664,226 $442,283
Costs of products sold 663,239 508,018 318,166
------------------------------------------
Gross profit 193,033 156,208 124,117
Selling, general, and
administrative expenses 118,906 101,327 75,973
Restructuring expense 6,659 - 3,700
Unusual items (7,221) - -
------------------------------------------
74,689 54,881 44,444
Other income (expense):
Interest expense (20,624) (19,110) (15,207)
Amortization of goodwill (3,294) (2,380) (1,695)
Other 123 4,533 (289)
------------------------------------------
(23,795) (16,957) (17,191)
------------------------------------------
Earnings before income taxes
and cumulative effect of
accounting change 50,894 37,924 27,253
Income taxes 8,246 7,511 6,363
------------------------------------------
Earnings before cumulative
effect of accounting change 42,648 30,413 20,890
Cumulative effect of accounting
change for income taxes 1,427 - -
------------------------------------------
Net earnings $44,075 $30,413 $20,890
==========================================
Earnings per share:
Before cumulative effect of
accounting change $2.01 $1.71 $1.25
Accounting change for income
taxes 0.07 - -
------------------------------------------
Net earnings $2.08 $1.71 $1.25
==========================================
Weighted average shares
outstanding 21,228,000 19,366,000 16,649,000
==========================================
See accompanying notes.
<PAGE>
<PAGE> 30
Vishay Intertechnology, Inc.
Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
Year ended December 31
1993 1992 1991
---------------------------------
<S> <C> <C> <C>
Operating activities
Net earnings $44,075 $30,413 $20,890
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 48,578 36,062 27,056
Interest accrued on Convertible Subordinated
Debentures in excess of coupon rate - 2,190 2,812
Cumulative effect of accounting change (1,427) - -
Other 530 5,133 (170)
Changes in operating assets and liabilities:
Accounts receivable 2,804 (7,774) 6,912
Inventories (22,780) (6,164) (7,949)
Prepaid expenses and other
current assets 182 (3,647) 1,644
Accounts payable (7,768) 1,650 (2,726)
Other current liabilities (14,080) (3,506) (2,646)
---------------------------------
Net cash provided by operating activities 50,114 54,357 45,823
Investing activities
Purchases of property and equipment (76,813) (49,801) (26,660)
Purchase of businesses, net of cash acquired (12,967) (131,479) (6,754)
Investment in and advances to Roederstein - (20,147) -
Cash provided by changes in short-term
investments - 176 43
---------------------------------
Net cash used in investing activities (89,780) (201,251) (33,371)
Financing activities
Proceeds from revolving line of credit and
long-term borrowings 265,274 403,970 79,483
Principal payments on revolving line of
credit and long-term debt (235,124) (327,797) (88,906)
Cash provided by (used in) net changes in
short-term borrowings 4,873 13,791 (4,689)
Proceeds from sale of common stock - 59,133 -
---------------------------------
Net cash provided by (used in) financing
activities 35,023 149,097 (14,112)
Effect of exchange rate changes on cash (403) (470) (165)
---------------------------------
(Decrease) increase in cash and cash equivalents (5,046) 1,733 (1,825)
Cash and cash equivalents at beginning of year 15,977 14,244 16,069
---------------------------------
Cash and cash equivalents at end of year $10,931 $15,977 $14,244
=================================
</TABLE>
See accompanying notes.
<PAGE>
<PAGE> 31
Vishay Intertechnology, Inc.
Consolidated Statements of Stockholders' Equity
(In thousands, except share amounts)
<TABLE>
<CAPTION>
Year ended December 31
1993 1992 1991
------------------------------------
<S> <C> <C> <C>
Common Stock:
Beginning balance $1,679 $1,165 $1,105
Shares issued (3,775; 1,816,016; and
20,469 shares) - 182 2
Stock dividends (839,952; 583,748; and
554,015 shares) 84 58 55
Conversion of subordinated debentures
(2,536,783 shares) - 254 -
Conversions from Class B (120; 200,658;
and 25,752 shares) - 20 3
------------------------------------
Ending balance 1,763 1,679 1,165
Class B convertible Common Stock:
Beginning balance 342 345 331
Stock dividends (170,967; 172,383; and
165,398 shares) 17 17 17
Conversions to Common (120; 200,658;
and 25,752 shares) - (20) (3)
------------------------------------
Ending balance 359 342 345
Capital in excess of par value:
Beginning balance 253,446 115,398 101,173
Shares issued 123 59,162 382
Conversion of subordinated debentures - 60,312 -
Stock dividends 35,281 18,548 13,777
Tax effects relating to stock plan 130 26 66
------------------------------------
Ending balance 288,980 253,446 115,398
Retained earnings:
Beginning balance 97,156 85,366 78,325
Net earnings 44,075 30,413 20,890
Stock dividends (35,382) (18,623) (13,849)
------------------------------------
Ending balance 105,849 97,156 85,366
Foreign currency translation adjustment:
Beginning balance (5,864) (347) (2,084)
Translation adjustment for the year (7,245) (5,517) 1,737
------------------------------------
Ending balance (13,109) (5,864) (347)
Unearned compensation:
Beginning balance (134) (561) (1,011)
Shares issued under stock plans (3,775;
16,016; and 20,469 shares) (123) (208) (382)
Amounts expensed during the year 197 635 832
------------------------------------
Ending balance (60) (134) (561)
Pension adjustment:
Beginning balance - - -
Pension adjustment for the year (7,279) - -
------------------------------------
Ending balance (7,279) - -
------------------------------------
Total stockholders' equity $376,503 $346,625 $201,366
====================================
</TABLE>
See accompanying notes.
<PAGE>
<PAGE> 32
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements
December 31, 1993
1. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements of Vishay Intertechnology, Inc. include
the accounts of the Company and its subsidiaries, after elimination of all
significant intercompany transactions, accounts, and profits.
Inventories
Inventories are stated at the lower of cost, determined by the first-in,
first-out method, or market.
Depreciation
Depreciation is computed principally by the straight-line method based upon the
estimated useful lives of the assets. Depreciation of capital lease assets is
included in total depreciation expense. Depreciation expense was $43,493,000,
$30,995,000, and $23,706,000 for the years ended December 31, 1993, 1992, and
1991, respectively.
Goodwill
Goodwill, representing the excess of purchase price over net assets of
businesses acquired, is being amortized on a straight-line basis over 40 years.
Accumulated amortization amounted to $10,945,000 and $7,679,000 at December 31,
1993 and 1992, respectively.
Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers demand
deposits and all highly liquid investments with maturities of three months or
less when purchased to be cash equivalents.
Research and Development Expenses
The amount charged to expense aggregated $7,097,000, $7,149,000, and $6,967,000
for the years ended December 31, 1993, 1992, and 1991, respectively. The
Company spends additional amounts for the development of machinery and
equipment for new processes and for cost reduction measures.
Grants
Grants received from governments by certain foreign subsidiaries are recognized
as income when conditions for receipt are met. In 1993, grants of $3,424,000
received from the government of Israel, which were utilized to offset startup
costs of new facilities, were recognized as a reduction of costs of products
sold.
<PAGE>
<PAGE> 33
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
1. Summary of Significant Accounting Policies (continued)
Earnings Per Share
Earnings per share is based on the weighted average number of common shares and
dilutive common equivalent shares (from the assumed conversion of convertible
subordinated debentures) outstanding during the period. In October 1992, the
convertible subordinated debentures were converted into 2,536,783 shares of
Common Stock. For the year ended December 31, 1992, where assumed conversion
of the debentures has a dilutive effect, net earnings used in the computations
are adjusted for interest expense, net of income taxes, on the convertible
subordinated debentures. Earnings per share amounts for all periods presented
reflect 5% stock dividends paid on June 11, 1993, June 16, 1992, and June 11,
1991. Earnings per share for the years ended December 31, 1993 and 1992
reflect the weighted effect of the issuance of 1,800,000 shares of Common Stock
on December 24, 1992.
Accounting Changes
In 1993, the Company changed its methods of accounting for income taxes (Note
5) and postretirement benefits other than pensions (Note 10).
Reclassifications
Certain prior-year amounts have been reclassified to conform with the current
presentation.
2. Acquisitions
During January 1993, Vishay exercised its option to purchase the remaining 81%
of the outstanding share capital of Roederstein GmbH, a passive electronic
components manufacturer with headquarters in Germany for 4,050,000 Deutsche
Marks ("DM") ($2,502,000) pursuant to an option agreement dated February 18,
1992. Vishay had acquired its initial 19% interest in Roederstein on February
18, 1992 for DM 950,000 ($577,000). In connection with the acquisition, Vishay
refinanced all of Roederstein's existing bank debt of DM 160,381,000
($99,062,000). Funds to refinance Roederstein's debt were provided by a DM
104,316,000 term loan with a group of banks, $20,000,000 borrowed under an
unsecured credit agreement, and borrowings under an existing line of credit.
Effective January 1, 1992, the Company acquired the worldwide tantalum
capacitor and U.S. thick film resistor network businesses of Sprague
Technologies, Inc. Under the terms of the purchase agreement, Vishay paid
$127,000,000 cash, transferred to Sprague real property with a fair value of
$4,771,000, and assumed certain liabilities relating to the businesses. Vishay
also entered into certain ancillary agreements with the seller, including
one-year sales and distribution agreements under which Vishay received fees of
$3,325,000 during 1992, which are included in other income. The purchase price
was funded primarily from a $125,000,000 term loan facility.
<PAGE>
<PAGE> 34
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
2. Acquisitions (continued)
The acquisitions have been accounted for under the purchase method of
accounting. The operating results of Roederstein and Sprague have been
included in the Company's consolidated results of operations from January 1,
1993 and January 1, 1992, respectively. Excess of cost over the fair value of
net assets acquired (Roederstein--$45,210,000; Sprague--$19,534,000) is being
amortized on a straight-line basis over forty years.
Had the Roederstein and Sprague acquisitions been made at the beginning of the
year prior to their acquisition, the Company's pro forma unaudited results
would have been (in thousands, except per share amounts):
Year ended December 31
1992 1991
-------------------------
Net sales $913,398 $679,183
Net earnings (loss) (22,992) 20,591
Earnings (loss) per share $(1.19) $1.24
The unaudited pro forma results are not necessarily indicative of the results
that would have been attained had the acquisitions occurred at the beginning of
the periods presented or of results which may occur in the future. Pro forma
net earnings for 1992 reflect $31,860,000 of restructuring costs incurred
by Roederstein for work force reductions.
During 1992, Vishay provided Roederstein with management and sales support,
short-term working capital advances, and assistance in renegotiating
Roederstein's bank debt. Vishay also assisted Roederstein in developing a
cost-savings program involving reductions in the Roederstein work force,
including the closing of an unprofitable division. Vishay recognized
consulting fees, which are included in other income, from Roederstein of
$2,307,000 for the year ended December 31, 1992 for its assistance to
Roederstein. As of December 31, 1992, Vishay had investments in Roederstein of
$3,229,000, advances to Roederstein, included in other assets, of $16,918,000,
accounts receivable and other current receivables from Roederstein of
$5,166,000, and accounts payable to Roederstein of $1,158,000.
The Company made several minor acquisitions in 1993 and 1991, all of which were
accounted for under the purchase method. The results of operations of these
businesses have been included in the consolidated results of the Company from
the dates of acquisition.
3. Restructuring Expense and Unusual Items
Restructuring expenses of $6,659,000 for 1993 related to the downsizing of some
of the Company's European operations. Income from unusual items of $7,221,000
for 1993 represents insurance recoveries the Company has received for business
interruption insurance claims.
The Company incurred restructuring costs of $3,700,000 in 1991 relating
primarily to costs associated with layoffs in France.
<PAGE>
<PAGE> 35
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
4. Foreign Subsidiaries
The following amounts relating to foreign subsidiaries are included in the
consolidated financial statements (in thousands):
<TABLE>
<CAPTION>
As of and for the year ended December 31
1993 1992 1991
----------------------------------------
<S> <C> <C> <C>
Current assets $239,371 $141,334 $113,515
Current liabilities 135,003 81,532 50,288
Net property and equipment 258,279 127,740 93,708
Parent company equity in net assets
(including intercompany accounts) 199,955 161,529 119,097
Sales to customers 429,578 258,226 200,475
Earnings after eliminating intercompany
earnings and expenses 23,620 12,490 7,333
</TABLE>
5. Income Taxes
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." As permitted under the new
rules, prior years' financial statements have not been restated.
The cumulative effect of adopting Statement 109 as of January 1, 1993 was to
increase net earnings by $1,427,000, or $.07 per share. For the year ended
December 31, 1993, application of the new income tax rules decreased pretax
income by $2,870,000 because of increased depreciation expense as a result of
Statement 109's requirement to report assets acquired in prior business
combinations at their pretax amounts.
At December 31, 1993, the Company has net operating loss carryforwards for tax
purposes of approximately $96,300,000 in Germany (no expiration date),
$3,100,000 in France (expire December 31, 1998), and $1,800,000 in Portugal
(expire December 31, 1997). Approximately $70,800,000 of the carryforward in
Germany, and the full $1,800,000 in Portugal, resulted from the Company's
acquisition of Roederstein. For financial reporting purposes, a valuation
allowance of $34,862,000 has been recognized to offset deferred tax assets
related to German net operating loss carryforwards. If tax benefits are
recognized in the future through reductions of the valuation allowance, such
amounts will reduce goodwill of acquired companies. The valuation allowance
decreased from January 1, 1993 by $6,584,000 primarily due to a decrease
in German tax rates which had the effect of reducing the deferred tax
asset for German net operating loss carryforwards.
<PAGE>
<PAGE> 36
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
5. Income Taxes (continued)
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Company's deferred tax liabilities and assets as of December 31, 1993
are as follows (in thousands):
Deferred tax liabilities:
Tax over book depreciation $57,401
Other--net 2,685
---------
Total deferred tax liabilities 60,086
---------
Deferred tax assets:
Pension and other retiree obligations 20,179
Net operating loss carryforwards 38,773
Restructuring reserves 7,354
Other accruals and reserves 12,300
---------
Total deferred tax assets 78,606
Valuation allowance for deferred tax assets (34,862)
---------
Net deferred tax assets 43,744
---------
Net deferred tax liabilities $16,342
=========
For financial reporting purposes, earnings before income taxes and cumulative
effect of accounting change includes the following components (in thousands):
Year ended December 31
1993 1992 1991
----------------------------------
Pretax income:
Domestic $13,136 $10,252 $8,519
Foreign 37,758 27,672 18,734
----------------------------------
$50,894 $37,924 $27,253
==================================
<PAGE>
<PAGE> 37
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
5. Income Taxes (continued)
Significant components of income taxes attributable to continuing operations
are as follows (in thousands):
Liability
Method Deferred Method
--------------------------------
Year ended December 31
1993 1992 1991
--------------------------------
Current:
U.S. Federal $3,032 $1,639 $3,558
Foreign 2,706 2,521 1,706
State 332 502 675
--------------------------------
6,070 4,662 5,939
Deferred:
U.S. Federal 1,960 1,760 103
Foreign 36 832 312
State 180 257 9
--------------------------------
2,176 2,849 424
--------------------------------
$8,246 $7,511 $6,363
================================
For the year ended December 31, 1992, deferred income taxes resulted from
accelerated methods of depreciation used for tax purposes ($2,494,000) and
restructuring reserves ($2,012,000). These amounts were partially offset by
differences relating to inventory valuation methods ($900,000) and other items
($757,000). For the year ended December 31, 1991, deferred taxes resulted
principally from use of accelerated methods of depreciation for tax purposes.
A reconciliation of income tax at the U.S. federal statutory income tax rate to
actual income tax expense is as follows (in thousands):
Liability
Method Deferred Method
--------------------------------
Year ended December 31
1993 1992 1991
--------------------------------
Tax at statutory rate $17,304 $12,894 $9,266
State income taxes, net of
federal tax 396 501 452
Effect of foreign income
tax rates (10,532) (5,649) (5,166)
Effect of purchase accounting
adjustments 717 939 1,291
Other 361 (1,174) 520
--------------------------------
$8,246 $7,511 $6,363
================================
<PAGE>
<PAGE> 38
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
5. Income Taxes (continued)
At December 31, 1993, no provision has been made for U.S. income taxes on
approximately $169,678,000 of foreign earnings which are expected to be
reinvested indefinitely.
Income taxes paid were $6,933,000, $5,729,000 and $8,418,000 for the years
ended December 31, 1993, 1992, and 1991, respectively.
6. Long-Term Debt
Long-term debt consisted of the following (in thousands):
December 31
1993 1992
------------------------
Revolving Credit Loan $51,500 $7,500
Term Loan 102,500 117,500
Deutsche Mark Revolving Credit Loan 23,035 10,500
Deutsche Mark Term Loan 10,948 23,486
Deutsche Mark Term Loan II 60,073 -
Unsecured Credit Agreements 38,638 -
Industrial Development Revenue Bonds 578 2,581
French Industrial Bonds 3,147 1,952
Other Debt and Capital Lease Obligations 7,116 7,594
------------------------
297,535 171,113
Less current portion 30,536 31,573
------------------------
$266,999 $139,540
========================
As of December 31, 1993, five facilities were available under the Company's
amended and restated Revolving Credit and Term Loan and Deutsche Mark Revolving
Credit and Term Loan agreements with a group of banks; a multicurrency
revolving credit loan (interest 4.25% at December 31, 1993), a U.S. term loan
(interest 4.44% at December 31, 1993), a Deutsche Mark revolving credit loan
(interest 7.50% at December 31, 1993), a Deutsche Mark term loan (interest
7.69% at December 31, 1993), and an additional Deutsche Mark term loan
(interest 8.25% at December 31, 1993).
During March 1994, the Company's bank group agreed to amend the Revolving
Credit and Term Loan and Deutsche Mark Revolving Credit and Term Loan
agreements in effect at December 31, 1993. The terms of the five facilities,
as agreed in March 1994, are summarized below. The first facility is a
$90,000,000 multicurrency revolving credit facility which is available to the
Company on a revolving basis until December 31, 1996, at which time the Company
may elect a term out option, with quarterly payments due beginning March 31,
1997 through December 31, 2000. Interest is payable at prime or at other
interest rate options. The Company is required to pay a commitment fee equal
to 3/8% per annum on the average unused line. The second facility is a
$102,500,000 term loan, with interest payable at prime plus 1/8% or at other
interest rate options. Principal payments are due as follows: 1994 --
$5,000,000; 1995--$10,000,000; 1996--$10,000,000;
<PAGE>
<PAGE> 39
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
6. Long-Term Debt (continued)
1997--$15,000,000; 1998--$20,000,000; 1999--$20,000,000; 2000--$22,500,000.
Additional principal payments may be required based on excess cash flow as
defined in the agreement. The loan agreements also provide a German subsidiary
of the Company with three Deutsche Mark ("DM") facilities. The first DM
facility is a DM 40,000,000 ($23,035,000) revolving credit facility which is
available until December 31, 1996, at which time the Company may elect a term
out option, with quarterly payments due beginning March 31, 1997 through
December 31, 2000. Interest is based on DM market rates plus 15/16%. The
Company is required to pay a commitment fee equal to 3/8% per annum on the
average unused line. The second DM facility is a DM 19,012,000 ($10,948,000)
term loan. Principal of DM 4,753,000 ($2,737,000) and interest at DM market
rates plus 1-1/8% is due quarterly with final payment on December 31, 1994.
The third DM facility is a DM 104,316,000 ($60,073,000) term loan.
Interest is based on DM market rates plus 1-11/16%. Principal
payments of DM 18,700,000, 34,100,000, 37,000,000, and 14,516,000 ($10,769,000,
$19,637,000, $21,307,000, and $8,360,000) are due on or before December 31,
1994, 1995, 1996, and 1997, respectively. Additional principal payments may be
required based on excess cash flow as defined in the agreement.
Under the loan agreements, the Company is restricted from paying cash dividends
and must comply with other covenants, including the maintenance of specific
ratios. The Company is in compliance with the restrictions and limitations
under the terms of loan agreements, as amended. All of the Company's U.S.
assets and the stock of certain foreign subsidiaries are pledged as collateral
under loan agreements.
Borrowings under a $20,000,000 unsecured credit agreement with First
International Bank of Israel are at LIBOR plus 1-1/8% (4.25% at December 31,
1993). Principal payments of $5,000,000, $6,666,666, and $8,333,334 are due
on or before December 31, 1997, 1998, and 1999, respectively. Other unsecured
borrowings are at various interest rates ranging from 3.9% to 7.2%.
The industrial development revenue bonds are at various interest rates ranging
from 8% to 12% and mature at various dates from 1996 through 1999. The French
industrial bonds are payable in French francs and bear interest at rates
ranging from zero to 10% and require periodic payments through 2004.
Aggregate annual maturities of long-term debt, as revised to reflect the
agreement reached with the Company's bank group in March 1994
and excluding payments which may be required based on excess cash flow, are as
follows: 1994--$30,536,000; 1995--$32,132,000; 1996--$41,729,000;
1997--$50,393,000; 1998--$48,305,000; thereafter--$94,440,000.
The Company has short-term credit lines with various banks aggregating
$64,667,000, of which $29,030,000 was unused at December 31, 1993.
Interest paid was $20,587,000, $16,496,000, and $12,775,000 for the years ended
December 31, 1993, 1992, and 1991, respectively.
<PAGE>
<PAGE> 40
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
7. Stockholders' Equity
The Company's Class B Stock carries ten votes per share while the Common Stock
carries one vote per share. Class B shares are transferable only to certain
permitted transferees while the Common Stock is freely transferable. Class B
shares are convertible on a one-for-one basis at any time to Common Stock.
Unearned compensation relating to Common Stock issued under employee stock
plans is being amortized over a 36-month period. 132,153 shares are available
for issuance under stock plans at December 31, 1993.
8. Other Income
Other income (expense) consists of the following (in thousands):
Year ended December 31
1993 1992 1991
---------------------------------------
Foreign exchange gains (losses) $(1,382) $(1,594) $41
Investment income 722 1,565 797
Sales and distribution fees from
Sprague Technologies, Inc. - 3,325 -
Roederstein consulting fees - 2,307 -
Other 783 (1,070) (1,127)
---------------------------------------
$123 $4,533 $(289)
=======================================
9. Employee Retirement Plans
Two U.S. subsidiaries of Vishay, Dale Electronics, Inc. and Sprague North
Adams, Inc., which was acquired effective January 1, 1992, maintain defined
benefit pension plans (the "Plans"). Substantially all full-time employees of
Dale and hourly employees of Sprague's North Adams facility are eligible to
participate. The benefits under the Dale Plan are based on the employees'
compensation during all years of participation. The benefits under the
Sprague Plan are based on number of years of credited service.
The Plans are tax qualified subject to the minimum funding requirements of
ERISA. Employees participating in the Dale Plan are required to contribute an
amount based on annual earnings. The Company's funding policy is to contribute
annually amounts that satisfy the funding standard account requirements of
ERISA. The assets of the Dale Plan are invested primarily in guaranteed
investment contracts issued by an insurance company and mutual funds.
The assets of the Sprague Plan are invested primarily in fixed income
securities and common stock.
<PAGE>
<PAGE> 41
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
9. Employee Retirement Plans (continued)
Net pension cost for the Plans included the following components (in
thousands):
<TABLE>
<CAPTIOM>
Year ended December 31
1993 1992 1991
---------------------------------
<S> <C> <C> <C>
Annual service cost--benefits
earned for the period $2,233 $2,101 $2,061
Less: Employee contributions 1,157 1,067 1,096
---------------------------------
Net service cost 1,076 1,034 965
Interest cost on projected benefit obligation 4,732 4,206 2,599
Actual return on Plan assets (5,270) (4,611) (2,529)
Net amortization and deferral 655 648 337
---------------------------------
Net pension cost $1,193 $1,277 $1,372
=================================
</TABLE>
The expected long-term rate of return on assets was 9.5%.
The following table sets forth the funded status of the Plans and amounts
recognized in the Company's financial statements (in thousands):
<TABLE>
<CAPTION>
December 31
1993 1992
--------------------
<S> <C> <C>
Accumulated benefit obligation, including vested benefits
of $61,671 and $54,329 $62,448 $55,138
====================
Actuarial present value of projected benefit obligations $(67,077) $(59,144)
Plan assets at fair value 56,262 53,468
--------------------
Projected benefit obligations in excess of Plan assets (10,815) (5,676)
Unrecognized (gain) loss from past experience different from
that assumed and effects of changes in assumptions 5,085 (450)
Unrecognized prior service cost 1,300 1,534
Unrecognized net obligation at transition date, being
recognized over 15 years 575 685
--------------------
(3,855) (3,907)
Estimated tax effects of purchase
accounting adjustment - 1,169
--------------------
Accrued pension liability $(3,855) $(2,738)
====================
</TABLE>
The following assumptions have been used in the actuarial determinations of the
Plans:
1993 1992
--------------------
Discount rate 7.5% 8.0%-8.5%
Rate of increase in compensation levels 4.5% 4.5%
<PAGE>
<PAGE> 42
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
9. Employee Retirement Plans (continued)
The Company's U.S. subsidiary, Measurements Group, Inc., maintains a defined
contribution pension plan covering substantially all full-time employees.
Contributions are made based on participants' compensation. Costs for this
plan were $530,000, $512,000, and $485,000 for the years ended December 31,
1993, 1992, and 1991, respectively. In addition, many of the Company's U.S.
employees are eligible to participate in 401(k) Savings Plans, some of which
provide for Company matching under various formulas. The Company's matching
expense for the plans was $1,996,000, $1,894,000, and $1,170,000 for the years
ended December 31, 1993, 1992, and 1991, respectively.
The Company provides pension and similar benefits to employees of certain
foreign subsidiaries consistent with local practices. German subsidiaries of
the Company (including Roederstein, which was acquired in January 1993) have
noncontributory defined benefit pension plans covering management and
employees. Pension benefits are based on years of service. Net pension cost
for the German Plans included the following components (in thousands):
<TABLE>
<CAPTION>
Year ended December 31
1993 1992 1991
---------------------------------
<S> <C> <C> <C>
Annual service cost--benefits earned for the
period $682 $122 $151
Interest cost on projected benefit obligation 4,521 757 681
Actual return on plan assets (796) - -
Net amortization and deferral (86) (99) 186
---------------------------------
Net pension cost $4,321 $780 $1,018
=================================
</TABLE>
The following table sets forth the funded status of the German Plans and
amounts recognized in the Company's financial statements (in thousands):
<TABLE>
<CAPTION>
December 31
1993 1992
--------------------------
<S> <C> <C>
Accumulated benefit obligation, including vested
benefits of $60,326 and $12,564 $63,002 $12,720
==========================
Actuarial present value of projected benefit obligations $(63,218) $(13,080)
Plan assets at fair value 11,540 -
--------------------------
Projected benefit obligation in excess of plan assets (51,678) (13,080)
Unrecognized loss 6,810 57
Unrecognized prior service cost 391 -
Unrecognized net asset at transition date, being
recognized over 15 years (37) (44)
Additional minimum liability, recognized as a
reduction of stockholders' equity (7,279) -
--------------------------
Accrued pension liability $(51,793) $(13,067)
==========================
</TABLE>
<PAGE>
<PAGE> 43
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
9. Employee Retirement Plans (continued)
The following assumptions have been used in the actuarial determinations of the
German Plans:
December 31
1993 1992
------------------------
Discount rate 7.0% 6.0%
Rate of increase in compensation levels 3.0% 4.0%
10. Postretirement Medical Benefits
The Company pays limited health care premiums for certain eligible retired U.S.
employees. Prior to 1993, the cost of these benefits, which was not
significant, was charged to expense when the benefits were paid.
Effective January 1, 1993, the Company adopted FASB Statement
No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions." Under this new standard, the Company recognizes the cost of
postretirement benefits over the active service period of its employees. The
Company elected to recognize the transition obligation, which represents the
previously unrecognized prior service cost, on a prospective basis over a
twenty-year period. In 1993, the new standard resulted in additional annual
net periodic postretirement benefit cost 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.
Net postretirement benefit cost for the year ended December 31, 1993 included
the following components (in thousands):
Service cost $ 351
Interest cost 713
Net amortization and deferral 424
-------
Net postretirement benefit cost $ 1,488
=======
The cost information does not include the effects of Plan amendments made at
the end of 1993, which are expected to reduce future costs. Cash payments
for these benefits were $288,000 for 1993. The Company continues to fund
postretirement medical benefits on a pay-as-you-go basis.
The status of the plan and amounts recognized in the Company's consolidated
balance sheet as of December 31, 1993 were as follows (in thousands):
Accumulated postretirement benefit obligation:
Retirees $(2,234)
Actives eligible to retire (956)
Other actives (3,028)
------------
Total (6,218)
Unrecognized loss 955
Unrecognized transition obligation 4,063
------------
Accrued postretirement benefit liability $(1,200)
============
The accumulated postretirement benefit obligation reflects Plan amendments
made at the end of 1993 which capped employer contributions for each
participant at the 1993 dollar amounts. The discount rate used in the
calculation was 7.5%.
<PAGE>
<PAGE> 44
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
11. Leases
Total rental expense under operating leases was $7,528,000, $9,577,000, and
$4,435,000 for the years ended December 31, 1993, 1992, and 1991, respectively.
Future minimum lease payments for operating leases with initial or remaining
noncancelable lease terms in excess of one year are as follows: 1994--
$5,694,000; 1995--$4,226,000; 1996--$3,582,000; 1997--$2,947,000; 1998--
$2,602,000; thereafter--$7,492,000
12. Financial Instruments
Financial instruments with potential credit risk consist principally of
accounts receivable. Concentrations of credit risk with respect to receivables
are limited due to the Company's large number of customers and their dispersion
across many countries and industries. At December 31, 1993 and 1992, the
Company had no significant concentrations of credit risk. The amounts reported
in the balance sheet for cash and cash equivalents and for short-term and
long-term debt approximate fair value.
13. Segment and Geographic Information
Vishay operates in one line of business--the manufacture of electronic
components. Information about the Company's operations in different geographic
areas is as follows (in thousands):
<TABLE>
<CAPTION>
United States Europe Israel Other Elimination Consolidated
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Year ended
December 31, 1993
- - - -----------------
Net sales to unaffiliated
customers $426,695* $407,527 $ 3,923 $18,127 $ - $856,272
Net sales between
geographic areas 13,245 33,548 67,939 - (114,732) -
-------------------------------------------------------------------------------
Total net sales $439,940 $441,075 $71,862 $18,127 $(114,732) $856,272
===============================================================================
Operating profit $31,302 $ 11,932 $33,467 $ 3,100 $79,801
===============================================================================
Identifiable assets $375,456 $470,434 $85,634 $16,582 $948,106
===============================================================================
</TABLE>
<PAGE>
<PAGE> 45
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
13. Segment and Geographic Information (continued)
<TABLE>
<CAPTION>
United States Europe Israel Other Elimination Consolidated
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Year ended
December 31, 1992
- - - -----------------
Net sales to unaffiliated
customers $395,249* $251,195 $ 3,762 $14,020 $ - $664,226
Net sales between
geographic areas 14,070 15,232 50,341 - (79,643) -
-------------------------------------------------------------------------------
Total net sales $409,319 $266,427 $54,103 $14,020 $(79,643) $664,226
===============================================================================
Operating profit $31,964 $11,765 $19,724 $429 $63,882
===============================================================================
Identifiable assets $346,938 $252,829 $47,658 $14,218 $661,643
===============================================================================
Year ended
December 31, 1991
- - - -----------------
Net sales to unaffiliated
customers $241,792* $192,317 $ 3,070 $ 5,104 $ - $442,283
Net sales between
geographic areas 15,163 6,900 42,780 - (64,843) -
-------------------------------------------------------------------------------
Total net sales $256,955 $199,217 $45,850 $ 5,104 $(64,843) $442,283
===============================================================================
Operating profit $26,107 $10,091 $11,575 $309 $48,082
===============================================================================
Identifiable assets $208,104 $188,966 $44,672 $7,029 $448,771
===============================================================================
</TABLE>
* Includes export sales of $78,793, $63,606, and $34,282 for the years ended
December 31, 1993, 1992, and 1991, respectively.
Sales between geographic areas are priced to result in operating profit which
approximates that earned on sales to unaffiliated customers. Operating profit
is total revenue less operating expenses. In computing operating profit,
general corporate expenses, interest expense, and income taxes were not
deducted.
<PAGE>
<PAGE> 46
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
14. Summary of Quarterly Financial Information (Unaudited)
Quarterly financial information for the years ended December 31, 1993 and 1992
is as follows:
<TABLE>
<CAPTION>
(In thousands, except per share amounts)
First Quarter Second Quarter Third Quarter Fourth Quarter Total Year
------------------ ----------------- ------------------- ------------------ ------------------
1993 1992 1993 1992 1993 1992 1993 1992 1993 1992
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $227,500 $173,270 $224,653 $168,494 $200,201 $164,879 $203,918 $157,583 $856,272 $664,226
Gross profit 49,934 41,389 50,200 40,228 43,410 37,096 49,489 37,495 193,033 156,208
Earnings before
cumulative
effect of
accounting
change for
income taxes 11,038 7,095 12,082 8,515 10,696 7,408 8,832 7,395 42,648 30,413
Net earnings 12,465(1) 7,095 12,082 8,515 10.696 7,408 8,832 7,395 44,075 30,413
Earnings per
share (2):
Before
cumulative
effect of
accounting
change $.52 $.41 $.57 $.49 $.50 $.43 $.42 $.38 $2.01 $1.71
Net earnings $.59(1) $.41 $.57 $.49 $.50 $.43 $.42 $.38 $2.08 $1.71
</TABLE>
(1) Included in net earnngs for the first quarter of 1993 is a one-time
tax benefit of $1,427 or $.07 per share resulting from the adoption
of FASB Statement No. 109, "Accounting for Income Taxes".
(2) Adjusted to give retroactive effect to 5% stock dividends in
June 1993 and June 1992. Fourth quarter 1992 earnings
reflect the difference between the Company's actual effective income
tax rate of 19.8% and the estimated effective rate of 23.1% used
through the third quarter.
<PAGE>
<PAGE> 47
Vishay Intertechnology, Inc.
Schedule V -- Property, Plant, and Equipment
(In thousands)
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E COL. F
---------------------------------------------------------------------------------------------------
Other Changes--
Balance at Additions Add Balance
Beginning at (Deduct)-- at End of
DESCRIPTION of Period Cost Retirements Describe Period
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1993:
Land $12,917 $22,764 $ 413 ($1,477) $ 33,791
Buildings and improvements 87,623 48,710 1,626 1,725 136,432
Machinery and equipment 288,527 118,150 9,575 1,783 398,885
-------------------------------------------------------------------
$389,067 $189,624(3) $11,614 $2,031 (1) $569,108
===================================================================
Year ended December 31, 1992:
Land $ 11,630 $ 3,000 $ 1,175 ($538)(4) $ 12,917
Buildings and improvements 69,563 24,205 4,741 (1,404)(4) 87,623
Machinery and equipment 186,512 116,937 6,530 (8,392)(4) 288,527
-------------------------------------------------------------------
$267,705 $144,142(2) $12,446(2) ($10,334) $389,067
===================================================================
Year ended December 31, 1991:
Land $ 11,696 $ 2 $ 0 ($68)(4) $11,630
Buildings and improvements 65,344 5,173 403 (551)(4) 69,563
Machinery and equipment 164,414 25,845 3,573 (174)(4) 186,512
-------------------------------------------------------------------
$241,454 $ 31,020 $ 3,976 ($793) $267,705
===================================================================
</TABLE>
(1) $18,406 recorded for the adoption of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes". Statement 109 requires
assets acquired in prior business combinations to be reported at their
pretax amounts. Offset principally by foreign currency translation
adjustments.
(2) $93,022 of the additions and $5,798 of the retirements relate to the
Sprague acquisition.
(3) $109,961 of the additions relate to the Roederstein acquisition.
(4) Principally foreign currency translation adjustments.
<PAGE>
<PAGE>
<PAGE> 48
Vishay Intertechnology, Inc.
Schedule VI -- Accumulated Depreciation, Depletion, and
Amortization of Property, Plant, and Equipment
(In thousands)
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E COL. F
---------------------------------------------------------------------------------------------------
Additions Other Changes--
Balance at Charged to Add Balance
Beginning Cost and (Deduct)-- at End of
DESCRIPTION of Period Expenses Retirements Describe Period
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1993:
Buildings and improvements $17,632 $ 5,537 $ 512 ($763)(1) $ 21,894
Machinery and equipment 99,816 37,956 9,064 (1,598)(1) 127,110
-------------------------------------------------------------
$117,448 $43,493 $ 9,576 ($2,361) $149,004
=============================================================
Year ended December 31, 1992:
Buildings and improvements $12,915 $ 6,086 $ 1,108 ($261)(1) $ 17,632
Machinery and equipment 82,839 24,909 5,008 (2,924)(1) 99,816
-------------------------------------------------------------
$95,754 $30,995 $ 6,116(2) ($3,185) $117,448
=============================================================
Year ended December 31, 1991:
Buildings and improvements $10,498 $ 2,772 $ 403 $48 (1) $ 12,915
Machinery and equipment 64,610 20,934 2,578 (127)(1) 82,839
-------------------------------------------------------------
$75,108 $23,706 $ 2,981 ($79) $ 95,754
=============================================================
</TABLE>
(1) Principally foreign currency translation adjustments.
(2) $1,026 of the retirements relates to the Sprague acquisition.
<PAGE>
<PAGE> 49
Vishay Intertechnology, Inc.
Schedule IX Short-Term Borrowings
(In thousands, except percentages)
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E COL. F
- - - -------------------------------------------------------------------------------------------------------------------------------
Maximum Amount Average Amount Weighted Average
CATEGORY OF AGGREGATE Balance at End Weighted Average Outstanding Outstanding Interest Rate
SHORT-TERM BORROWINGS of Period Interest Rate During the Period During the Period(2) During the Period(3)
- - - --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1993:
Notes Payable to Bank (1) $22,695 6.85% $35,273 $22,348 8.90%
Year ended December 31, 1992:
Notes Payable to Bank (1) $18,966 10.02% $25,481 $14,265 10.33%
Year ended December 31, 1991:
Notes Payable to Bank (1) $ 5,447 9.95% $ 9,128 $ 7,125 9.37%
</TABLE>
(1) Notes payable to bank represent borrowings under lines of credit
borrowing arrangements which have no termination date but
are reviewed annually for renewal.
(2) The average amount outstanding during the period was based on quarter
ending balances.
(3) The weighted average interest rate during the period was computed by
dividing the actual interest expense by average short-term
debt outstanding.
<PAGE>
<PAGE> 50
Vishay Intertechnology, Inc.
Schedule X -- Supplementary Income Statement Information
(In thousands)
COL. A COL. B
- - - -----------------------------------------------------------------------------
ITEM Charged to Costs and Expenses
- - - -----------------------------------------------------------------------------
Year ended December 31,
1993 1992 1991
----------------------------------
Maintenance and repairs $23,177 $18,344 $12,131
Amounts for depreciation and amortization of intangible assets, taxes, other
than payroll and income taxes, royalties, and advertising costs are not
presented as such amounts are less than 1% of total sales and revenues.
<PAGE>
<PAGE> 51
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
VISHAY INTERTECHNOLOGY, INC.
March 30, 1994 /s/Felix Zandman
-------------------------------------
Date Felix Zandman, Chairman of the Board,
President, Chief Executive Officer
& Director
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated below.
/s/Robert A. Freece /s/Felix Zandman
- - - -------------------------- ------------------------------
Robert A. Freece Felix Zandman, Chairman
Director, Vice President, of the Board, Director,
Treasurer and Chief President and Chief
Financial Officer Executive Officer
(Principal Financial and (Principal Executive Officer)
Accounting Officer)
/s/Luella B. Slaner /s/Avi D. Eden
- - - -------------------------- ------------------------------
Luella B. Slaner, Director Avi D. Eden, Director
/s/Edward B. Shils /s/Guy Brana
- - - -------------------------- ------------------------------
Edward B. Shils, Director Guy Brana, Director
/s/Donald Alfson /s/Jean-Claude Tine
- - - -------------------------- ------------------------------
Donald Alfson, Director, Jean-Claude Tine, Director
Vice President, President
of Vishay Electronic
Components, U.S. and Asia,
and President of Dale
Electronics, Inc.
/s/Gerald Paul /s/Mark I. Solomon
- - - -------------------------- ------------------------------
Gerald Paul, Director, Mark I. Solomon, Director
Vice President, President
of Vishay Electronic
Components, Europe, and
Managing Director of
Draloric Electronic GmbH
March 30, 1994
Date
<PAGE>
<PAGE>
<PAGE> 52
EXHIBIT INDEX
Page Number
Exhibit in Sequentially
No. Description Numbered Copy
- - - ------- ----------- ---------------
2.1 Purchase and Sale Agreement, dated as of
November 14, 1991, among Sprague Technologies,
Inc., Sprague Electric Company and Vishay
Intertechnology, Inc. Incorporated by
reference to Exhibit 1 to the Current Report on
Form 8-K dated November 14, 1991.
3.1 Certificate of Incorporation of Registrant, as
amended and Certificate of Amendment of
Restated Certificate of Incorporation of
Registrant dated May 18, 1993. 57
3.2 Amended and Restated Bylaws of Registrant.
Incorporated by reference to Exhibit 3.2 to
Registration Statement No. 33-13833 of
Registrant on Form S-2 under the Securities Act
of 1933 (the "Form S-2") and Amendment No. 1 to
Amended and Restated Bylaws of Registrant. 143
10.1 Performance-Based Compensation Plan for Chief
Executive Officer of Registrant. 156
10.2 Second Amendment dated as of January 29, 1993
to Amended and Restated Vishay Intertechnology,
Inc. $170,000,000 Revolving Credit and Term
Loan Agreement by and among Comerica Bank,
NationsBank of North Carolina, N.A., Signet
Bank Maryland, CoreStates Bank, N.A., Bank
Hapoalim, B.M., Meridian Bank, Bank Leumi le-
Israel, B.M., Berliner Handels-und Frankfurter
Bank and ABN AMRO Bank N.V. (collectively, the
"Banks"), Comerica Bank, as agent for the Banks
(the "Agent") and Vishay Intertechnology, Inc.
("Vishay"), dated as of January 10, 1992.
Incorporated by reference to Exhibit (10.1) to
the Current Report on Form 8-K, dated January
19, 1993.
10.3 Second Amendment dated as of January 29, 1993
to Amended and Restated Draloric Electronic
GmbH DM 42,375,000 Revolving Credit and DM
57,036,000 Term Loan Agreement by and among the
Banks, the Agent and Draloric Electronic GmbH
("Draloric"), dated as of January 10, 1992.
Incorporated by reference to Exhibit (10.2) to
the Current Report on Form 8-K, dated January
19, 1993.
<PAGE>
<PAGE> 53
Page Number
Exhibit in Sequentially
No. Description Numbered Copy
- - - ------- ----------- ---------------
10.4 Roederstein DM 104,315,990.20 Term Loan Agree-
ment dated as of January 29, 1993 by and among
the Banks, the Agent, Draloric and Vishay.
Incorporated by reference to Exhibit (10.3) to
the Current Report on Form 8-K, dated January
19, 1993.
10.5 Agreement between First International Bank of
Israel and Vishay Israel Ltd. dated January 28,
1993. Incorporated by reference to Exhibit
(10.4) to the Current Report on Form 8-K, dated
January 19, 1993.
10.6 Amended and Restated Vishay Intertechnology,
Inc. $170,000,000 Revolving, Credit and Term
Loan Agreement by and among Manufacturers Bank,
N.A., NationsBank of North Carolina, N.A.,
Signet Bank Maryland, CoreStates Bank, N.A.,
Bank Hapoalim, B.M., Meridian Bank and Bank
Leumi le-Israel, B.M. (collectively, the "Prior
Banks"), the Agent and Vishay, dated as of
January 10, 1992. Incorporated by reference to
Exhibit (10.1) to the Current Report on Form 8-
K, dated January 10, 1992.
10.7 Amended and Restated Draloric Electronic, GmbH
DM 42,375,000 Revolving Credit and DM
57,036,000 Term Loan Agreement by and among the
Prior Banks, the Agent and Draloric, dated as
of January 10, 1992. Incorporated by reference
to Exhibit (10.2) to the Current Report on Form
8-K, dated January 10, 1992.
10.8 Amended and Restated Guaranty by Vishay to the
Banks, dated as of January 29, 1993. Incor-
porated by reference to Exhibit (10.3) to the
Current Report on Form 8-K, dated January 29,
1993.
10.9 Amended and Restated Guaranty by Dale Holdings,
Inc., Dale Electronics, Inc., Bradford
Electronics, Inc., and Measurements Group, Inc.
to the Banks, dated as of January 29, 1993.
Incorporated by reference to Exhibit (10.6) to
the Current Report on Form 8-K, dated January
29, 1993.
10.10 Amended and Restated Permitted Borrowers
Guaranty by Vilna Equities Holding B.V., Visra
Electronics Financing, B.V., Draloric, E-Sil
Components, Ltd., Vishay Components (U.K.)
Limited, Sfernice, S.A., Ultronix, Inc., Techno
Components Corporation and Ohmtek, Inc. to the
Banks, dated as of January 29, 1993.
Incorporated by reference to Exhibit (10.7) to
the Current Report on Form 8-K, dated January
29, 1993.
<PAGE>
<PAGE> 54
Page Number
Exhibit in Sequentially
No. Description Numbered Copy
- - - ------- ----------- ---------------
10.11 Guaranty by Vishay Sprague, Inc., Sprague North
Adams, Sprague Sanford and Roederstein
Electronics, Inc. to the Banks, dated January
29, 1993. Incorporated by reference to Exhibit
(10.8) to the Current Report on Form 8-K, dated
January 29, 1993.
10.12 Guaranty Agreement, dated as of November 29,
1989 between the Company and Societe Generale,
New York Branch. Incorporated by reference to
Exhibit 10.3 to the Company's Annual Report on
Form 10-K for December 31, 1989.
10.13 Option Agreement for the Assets of the Resista
Division of Roederstein by and among Vishay,
Mr. Jorg Roederstein, Roederstein
Spezialfabriken fur Bauelemente der Elektronik
und Kondensatoren der Starkstromtechnik GmbH
("Roederstein") and Mr. Till Roederstein, dated
February 18, 1992. Incorporated by reference
to Exhibit 10.1 to the Current Report on Form
8-K, dated February 18, 1992.
10.14 Purchase and Transfer Agreement concerning
Shares by and among, Mrs. Ute Roederstein, Mrs.
Cornelia Bodinka, nee Roederstein, Ms. Claudia
Roederstein, Mr. Jorg Roederstein, Mr. Till
Roederstein and Vishay dated February 18, 1992.
Incorporated by reference to Exhibit 10.2_ to
the Current Report on Form 8-K, dated February
18, 1992.
10.15 Notarial Offer for a Purchase and Transfer
Agreement concerning Shares by Mr. Till
Roederstein and Vishay Intertechnology, Inc.
dated February 18, 1992. Incorporated by
reference to Exhibit 10.3 to the Current Report
on Form 8-K, dated February 18, 1992.
10.16 Fiscal Agency Agreement, dated July 28, 1988,
between the Company and Citibank, N.A.
Incorporated by reference to Exhibit (10(i)) to
the Current Report on Form 8-K, dated August
30, 1988.
10.17 Management Fee Agreement between Dale Holdings,
Inc. and the Company, dated May 14, 1986.
Incorporated by reference to Exhibit 10.15 to
the Form S-2.
<PAGE>
<PAGE> 55
Page Number
Exhibit in Sequentially
No. Description Numbered Copy
- - - ------- ----------- ---------------
10.18 Employment Agreement, dated as of March 15,
1985, between the Company and Dr. Felix
Zandman. Incorporated by reference to Exhibit
10.12 to the Form S-2.
10.19 1986 Employee Stock Plan of the Company.
Incorporated by reference to Exhibit 4 to the
Company's Registration Statement on Form S-8
(No. 33-7850).
10.20 1986 Employee Stock Plan of Dale Electronics,
Inc. Incorporated by reference to Exhibit 4 to
the Company's Registration Statement on Form S-
8 (No. 33-7851).
10.21 Money Purchase Plan Agreement of Measurements
Group, Inc. Incorporated by reference to
Exhibit 10(a)(6) to Amendment No. 1 to the
Company's Registration Statement on Form S-7
(No. 2-69970).
10.22 Distributor Agreement between Nytron Inductors
and VSD, Inc. dated as of January 1, 1991.
Incorporated by reference to the Company's
Annual Report on Form 10-K for December 31,
1990.
10.23 Distribution Sales Agreement between Sprague
Electric Company and Vishay Intertechnology,
Inc., dated February 14, 1992. Incorporated by
reference to Exhibit (10.1) to the Current
Report on Form 8-K, dated February 14, 1992.
10.24 Sales Representation Agreement between Sprague
Electric Company and Vishay Intertechnology,
Inc. dated February 14, 1992. Incorporated by
reference to Exhibit (10.2) to the Current
Report on Form 8-K, dated February 14, 1992.
10.25 Agreement for Transfer of Computer Software
License Administration Services Agreement
between Sprague Electric Company and Vishay
Intertechnology, Inc., dated February 14, 1992.
Incorporated by reference to Exhibit (10.3) to
the Current Report on Form 8-K, dated February
14, 1992.
10.26 Lease of Concord Facility, dated February 14,
1992. Incorporated by reference to Exhibit
(10.4) to the Current Report on Form 8-K, dated
February 14, 1992.
10.27 Sublease of Hudson Facility, dated February 14,
1992. Incorporated by reference to Exhibit
(10.5) to the Current Report on Form 8-K, dated
February 14, 1992.
<PAGE>
<PAGE> 56
Page Number
Exhibit in Sequentially
No. Description Numbered Copy
- - - ------- ----------- ---------------
10.28 Lease of El Paso Property, dated February 14,
1992. Incorporated by reference to Exhibit
(10.6) to the Current Report on Form 8-K, dated
February 14, 1992.
10.29 Non-Competition Agreement among Sprague
Technologies, Inc., Sprague Electric Company
and Vishay Intertechnology, Inc., dated
February 14, 1992. Incorporated by reference
to Exhibit (10.7) to the Current Report on Form
8-K, dated February 14, 1992.
10.30 Agreement between Sprague Technologies, Inc.
and Vishay Israel, Ltd., dated February 14,
1992. Incorporated by reference to Exhibit
(10.8) to the Current Report on Form 8-K, dated
February 14, 1992.
11. Statement regarding Computation of Per Share
Earnings. 160
22. Subsidiaries of the Registrant. 161
23. Consent of Independent Auditors. 165
<PAGE>
<PAGE>
<PAGE> 57
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE
OF INCORPORATION
OF
VISHAY INTERTECHNOLOGY, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the
"Corporation") is Vishay Intertechnology, Inc.
2. The Restated Certificate of Incorporation of the
Corporation, as amended, is hereby further amended by striking
out the first paragraph of Article Fourth thereof and by
substituting in lieu of said paragraph of said Article the
following new paragraph:
"FOURTH: Section 1. Classes and Number of
Shares. The total number of shares of all
classes of stock which the Corporation shall
have authority to issue is 51,000,000 shares.
The classes and the aggregate number of
shares of stock of each class which the
Corporation shall have authority to issue are
as follows:
(i) 35,000,000 shares of Common
Stock, $0.10 par value per share (hereinafter
the "Common Stock");
(ii) 15,000,000 shares of Class B
Common Stock, $0.10 par value per share
(hereinafter the "Class B Stock"); and
(iii) 1,000,000 shares of Preferred
Stock, $1.00 par value per share, with such
rights, privileges, restrictions and
preferences as the Board of Directors may
authorize from time to time (hereinafter the
"Preferred Stock").
<PAGE>
<PAGE> 58
3. The amendment of the Restated Certificate of
Incorporation, as amended, herein certified has been duly adopted
in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
Signed and attested to on May 18, 1993.
/s/Robert A. Freece
--------------------------------------
Robert A. Freece
Vice President
Attest:
/s/ William J. Spires
----------------------
William J. Spires
Secretary
<PAGE>
<PAGE> 59
RESTATED CERTIFICATE OF INCORPORATION
OF
VISHAY INTERTECHNOLOGY, INC.
It is hereby certified that:
1. (a) The present name of the Corporation
(hereinafter called the "Corporation") is Vishay Intertechnology,
Inc.
(b) The name under which the Corporation was
originally incorporated is Micro-Measurements,Inc.; and the date
of filing the original certificate of incorporation of the
Corporation with the Secretary of State of the State of Delaware
is July 3, 1962.
2. The certificate of incorporation of the
Corporation is hereby amended by striking out Articles FIRST
through THIRTEENTH thereof and by substituting in lieu thereof
new Articles FIRST through ELEVENTH which are set forth in the
Restated Certificate of Incorporation hereinafter provided for.
Each share of Common Stock of the par value of
$1.00 per share, outstanding upon the effective date of this
Restated Certificate of Incorporation, shall be reclassified as
250 fully paid and non-assessable shares of the par value of $.10
per share, which shares shall be included in the 5,000,000 shares
of Common Stock authorized in this Restated Certificate of
Incorporation.
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3. The provisions of the certificate of incorporation
of the Corporation as heretofore amended and/or supplemented, and
as herein amended, are hereby restated and integrated into the
single instrument which is hereinafter set forth, and which is
entitled Restated Certificate of Incorporation of Vishay
Intertechnology, Inc.
4. The amendments and the restatement of the Restated
Certificate of Incorporation have been duly adopted by the
stockholders of the Corporation in accordance with the provisions
of Sections 242 and 245 of the General Corporation Law of the
State of Delaware.
5. The capital of the Corporation will not be reduced
under or by reason of any amendment herein certified.
6. The certificate of incorporation of the
Corporation, as amended and restated herein, shall upon the
effective date of this Restated Certificate of Incorporation read
as follows:
RESTATED CERTIFICATE OF INCORPORATION
OF
VISHAY INTERTECHNOLOGY, INC.
___________
FIRST: The name of the Corporation (hereinafter
called the "Corporation") is Vishay Intertechnology, Inc.
SECOND: The address, including street, number, city,
and county, of the registered office of the Corporation in the
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<PAGE> 61
State of Delaware is 229 South State Street, City of Dover,
County of Kent; and the name of the registered agent of the
Corporation in the State of Delaware at such address is The
Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the Corporation are to engage
in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 6,000,000 shares, of
which 1,000,000 shares, of the par value of $1 per share, shall
be Preferred Stock, and 5,000,000 shares, of the par value of
$.10 per share, shall be Common Stock.
The designations, preferences and relative,
participating, optional or other special rights and
qualifications, limitations or restrictions of each class of
stock are as follows:
A. The Preferred Stock may be issued in one or more
series and may be with such voting powers, full or limited, or
without voting powers, and with such designations, preferences
and relative, participating, optional or other special rights,
and qualifications, limitations or restrictions thereof, as shall
be fixed by the Board of Directors pursuant to authority hereby
expressly granted to it, and as shall be stated and expressed in
the resolution or resolutions providing for the issue of such
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<PAGE> 62
stock adopted by the Board of Directors pursuant to authority
expressly vested in it by these provisions.
B. Any Preferred Stock or series thereof may be made
subject to redemption at such time or times and at such price or
prices as shall be stated and expressed in the resolution or
resolutions providing for the issue of such stock adopted by the
Board of Directors as hereinabove provided.
C. The holders of Preferred Stock or of any series
thereof shall be entitled to receive dividends at such rates, on
such conditions and at such times as shall be stated and
expressed in the resolution or resolutions providing for the
issue of such stock adopted by the Board of Directors as
hereinabove provided, payable in preference to, or in such
relation to, the dividends payable on any other class or classes
of stock, or cumulative or noncumulative as shall be so stated
and expressed.
D. The holders of Preferred Stock or of any class or
of any series thereof, shall be entitled to such rights upon the
dissolution of, or upon any distribution of the assets of, the
Corporation as shall be stated and expressed in the resolution or
resolutions providing for the issue of such stock adopted by the
Board of Directors as hereinabove provided.
E. Any Preferred Stock of any class or of any series
thereof may be made convertible into, or exchangeable for, shares
of any other class or classes or of any other series of the same
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<PAGE> 63
or of any other class or classes of stock of the Corporation, or
shares of any class or series of stock of any other corporation,
at such price or prices or at such rates of exchange and with
such adjustments as shall be stated and expressed or provided for
the issue of such stock adopted by the Board of Directors as
hereinabove provided.
F. Except as otherwise provided herein, by statute or
by the resolutions providing for the issue of Preferred Stock
specifically provided, the Preferred Stock shall have no voting
power and the Common Stock shall have the sole right and power to
vote on all matters on which a vote of stockholders is to be
taken. Each holder of Common Stock shall be entitled to vote and
shall have one vote for each share thereof held.
FIFTH: The Corporation is to have perpetual
existence.
SIXTH: Whenever a compromise or arrangement is
proposed between this Corporation and its creditors or any class
of them and/or between this Corporation and its stockholders or
any class of them, any court of equitable jurisdiction within the
State of Delaware may, on the application in a summary way of
this Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this
Corporation under the provisions of Section 291 of the General
Corporation Law of the State of Delaware or on the application of
trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of the
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<PAGE> 64
General Corporation Law of the State of Delaware order a meeting
of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in
value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as a consequence of such
compromise or arrangement, the said compromise or arrangement and
the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders
or class of stockholders, of this Corporation, as the case may
be, and also on this Corporation.
SEVENTH: For the management of the business and for
the conduct of the affairs of the Corporation, and in further
definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders, or any class
thereof, as the case may be, it is further provided:
1. The power to make, alter, or repeal the
By-Laws of the Corporation, and to adopt any
new By-Laws, except a By-Law classifying
directors for election for staggered terms,
shall be vested in the Board of Directors,
provided that the Board of Directors may
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<PAGE> 65
delegate such power, in whole or in part, to
the stockholders.
2. Whenever the Corporation shall be
authorized to issue more than one class of
stock, one or more of which is denied voting
power, no outstanding share of any class of
stock which is denied voting power under the
provisions of the Certificate of
Incorporation shall entitle the holder
thereof to notice of, and the right to vote
at any meeting of stockholders except as the
provisions of paragraph (c)(2) of section 242
of the General Corporation Law and of
sections 251 and 252 of the General
Corporation Law shall otherwise require;
provided, that no share of any such class
which is otherwise denied voting power shall
entitle the holder thereof to vote upon the
increase or decrease in the number of
authorized shares of said class.
3. In lieu of taking any permissive or
requisite action by vote at a meeting of
stockholders, any such vote and any such
meeting may be dispensed with if either all
of the stockholders entitled to vote upon the
action at any such meeting shall consent in
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<PAGE> 66
writing to any such corporate action being
taken or if less than all of the stockholders
entitled to vote upon the action at any such
meeting shall consent in writing to any such
corporate action being taken; provided, that
any such action taken upon less than the
unanimous written consent of all stockholders
entitled to vote upon any such action shall
be by the written consent of the stockholders
holding at least the minimum percentage of
the votes required to be cast to authorize
any such action under the provisions of the
General Corporation Law or under the provi-
sions of the Certificate of Incorporation or
the By-Laws as permitted by the provisions of
the General Corporation Law; and, provided,
that prompt notice of the taking of the
corporate action without a meeting by less
than unanimous consent shall be given to
those stockholders who have not consented in
writing.
4. No election of directors need be by
written ballot.
EIGHTH: No contract or transaction between the
Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation, partnership,
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<PAGE> 67
association, or other organization in which one or more of its
directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this
reason, or solely because his or their votes are counted for such
purpose, if:
(a) The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the Committee, and the
Board or Committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors
be less than a quorum; or,
(b) The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by
vote of the stockholders; or,
(c) The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or
ratified, by the Board of Directors, a committee thereof, or the
stockholders.
Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or
transaction.
<PAGE>
<PAGE> 68
NINTH: Every person (and the heirs, executors and
administrators of such person) who is or was a director, officer,
employee or agent of the Corporation 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 Corporation shall be indemnified by the
Corporation 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, investiga-
tion 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 Corporation 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 of 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 jurisdic-
tion or, in the absence of such a determination, in the judgment
<PAGE>
<PAGE> 69
of a majority of a quorum of the Board of Directors of the
Corporation (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 action,
such person acted without negligence or misconduct in the
performance of his duty to the corporation 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 corporation 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 Corporation or such other company or any stock-
holder 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
interests 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
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<PAGE> 70
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 Corporation
against the judgments, settlements, payments, fines, penalties
and other costs and expenses attributable to such part of such
action.
The foregoing rights of indemnification shall be in
addition to any rights to which any such director, officer,
employee, or agent may otherwise be entitled under the
Certificate of Incorporation, any agreement or vote of stock-
holders or at law or in equity or otherwise.
In any case in which, in the judgment of a majority of
such a disinterested quorum of the Board of Directors, any such
director, officer or employee will be entitled to indemnification
under the foregoing provisions of this Article, such amounts as
they deem necessary to cover the reasonable costs and expenses
incurred by such person in connection with the action, suit,
proceeding, investigation or claim prior to final disposition
thereof may be advanced to such person upon receipt of an
undertaking by or on behalf of such person to repay such amounts
if it is ultimately determined that he is not so entitled to
indemnification.
TENTH: The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was
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<PAGE> 71
serving at the request of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under the
provisions of Article NINTH.
ELEVENTH: From time to time any of the provisions of
this Certificate of Incorporation may be amended, altered or
repealed, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted
in the manner and at the time prescribed by said law, and all
rights at any time conferred upon the stockholders of the
Corporation by this Certificate of Incorporation are granted
subject to the provisions of this Article ELEVENTH.
Signed and attested to on December 6, 1972.
/s/ Felix Zandman
---------------------------------
President
Attest:
/s/ Robert A. Freece
-----------------------------
Treasurer
/s/ Franklin Feldman
-----------------------------
Secretary
<PAGE>
<PAGE> 72
State of Delaware
Office of the Secretary of State
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF INCORPORATION OF "MICRO-MEASURMENTS, INC.",
FILED IN THIS OFFICE THE THIRD DAY OF JULY, A.D. 1962, AT 9 O'CLOCK A.M.
/s/ William T. Quillen
SEAL --------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 7067577
DATE: 03-24-94
<PAGE>
<PAGE> 73
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
MICRO-MEASUREMENTS, INC.
WE, THE UNDERSIGNED, for the purpose of associating to
establish a corporation of the transaction of the business and
the promotion and conduct of the objects and purposes hereinafter
stated, under the provisions and subject to the requirements of
the laws of the State of Delaware (particularly in Chapter 1,
Title 8 of the 1953 Delaware Code and the Acts Amendatory thereof
and supplemental thereto, and known as the "General Corporation
Law of the State of Delaware"), do make and file this Certificate
of Incorporation in writing and do hereby certify as follows, to
wit:
FIRST: The name of the Corporation (hereinafter called
the Corporation) is MICRO-MEASUREMENTS, INC.
SECOND: The respective names of the County and of the
City within the County of which the principal office of the
Corporation is to be located in the State of Delaware are the
County of Kent and the City of Dover. The name of the resident
agent of the Corporation is The Prentice-Hall Corporation System,
Inc. The street and number of said principal office and the
address by street and number of said resident agent is 229 South
State Street, Dover, Delaware.
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<PAGE> 74
THIRD: The nature of the business of the Corporation
and the object or purpose to be transacted, promoted or carried
on by the Corporation are as follows:
To design, devise, invent, manufacture, install,
remove, repair, inspect, report upon, buy, sell, handle and deal
in, strain sensing elements, temperature sensors, associated
instruments, transducers and associated equipment of all kinds
and natures.
To purchase, construct, lease or otherwise acquire,
own, operate, sell and dispose of factories and other buildings
and structures, with such plant, machinery, tools and equipment
as may be necessary for the business of the corporation.
To acquire by purchase, exchange, concession, easement,
contract, lease or otherwise, to hold, own, use, control, manage,
improve, maintain and develop, to mortgage, pledge, grant, sell,
convey, exchange, assign, divide, lease, sublease, or otherwise
encumber or dispose of, and to deal in and trade in, real estate,
improved or unimproved, lands, leaseholds, options, concessions,
easements, tenaments, hereditaments and interests in real, mixed,
and personal property, of every kind and description wheresoever
situated, and any and all rights therein.
To manufacture, process, purchase, sell and generally
to trade and deal in and with goods, wares, and merchandise of
every kind, nature and description, and to engage and participate
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<PAGE> 75
in any mercantile, industrial trading, consultation, or research
business of any kind or character whatsoever.
To acquire by purchase, exchange or otherwise, all, or
any part of, or any interest in, the properties, assets, business
and good will of any one or more persons, firms, associations or
corporations heretofore or hereafter engaged in any business for
which a corporation may now or hereafter be organized under the
laws of the State of Delaware; to pay for the same in cash,
property or its own or other securities; to hold, operate,
reorganize, liquidate, sell or in any manner dispose of the whole
or any part thereof; and in connection therewith, to assume or
guarantee performances of any liabilities, obligations or
contracts of such persons, firms, associations or corporations,
and to conduct the whole or any part of any business thus
acquired.
To endorse or guarantee or become surety in respect of
the payment of principal, interest or dividends upon, and to
guarantee the performance of sinking fund or other obligations
of, any securities, and to guarantee in any way permitted by law
the performance of any of the contracts or other undertakings in
which the Corporation may otherwise be or become interested, of
any person, firm, association, corporation, government or sub-
division thereof, or of any other combination, organization or
entity whatsoever.
To acquire, hold, use, sell, assign, lease, grant
licenses in respect of, mortgage or otherwise dispose of letters
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<PAGE> 76
patent of the United States or any foreign country, patent
rights, licenses and privileges, inventions, improvements and
processes, copyrights, trademarks and trade names, relating to or
useful in connection with any business of this Corporation.
To acquire by purchase, subscription, or otherwise, and
to receive, hold, own, guarantee, sell, assign, exchange,
transfer, mortgage, pledge or otherwise dispose of or deal in and
with any of the shares of the capital stock, or any voting trust
certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, other
securities, obligations, choses in action and evidences of
indebtedness or interest issued or created by any corporations,
joint stock companies, syndicates, associations, firms, trusts or
persons, public or private, or by the government of the United
States of America, or by any foreign government, or by any State,
territory, province, municipality or other political subdivision
or by any governmental agency, and as owner thereof to possess
and exercise all the rights, powers and privileges of ownership,
including the right to execute consents and vote thereon, and to
do any and all acts and things necessary and advisable for the
preservation, protection, improvement and enhancement in the
value thereof.
To enter into, make and perform contracts of every kind
and description with any person, firm, association, corporation,
municipality, county, state, body politic or government or colony
or dependency thereof.
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<PAGE> 77
To borrow or raise monies for any of the purposes of
the corporation and, from time to time without limit as to
amount, to draw, make, accept, endorse, execute and issue
promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and
evidences of indebtedness, and to secure the payment of any
thereof and of the interest thereon by mortgage upon or pledge,
conveyance or assignment in trust of the whole or any part of the
property of the Corporation, whether at the time owned or
thereafter acquired, and to sell, pledge or otherwise dispose of
such bonds or other obligations of the Corporation for its
corporate purpose.
To loan to any person, firm or corporation any of its
surplus funds, either with or without security.
To purchase, hold, sell, reissue and transfer the
shares of its own capital stock, provided it shall not use its
funds or property for the purchase of its own shares of capital
stock when such use would cause any impairment of its capital
except as otherwise permitted by law, and provided further that
shares of its own capital stock belonging to it shall not be
voted upon directly or indirectly.
To have one or more offices to carry on all or any of
its operations and business and, without restriction or limit as
to amount, to purchase or otherwise acquire, hold, own, mortgage,
sell, convey or otherwise dispose of, real and personal property
of every class and description in any of the states, districts,
territories or colonies of the United States, and in any and all
foreign countries, subject to the laws of such state, district,
territory, colony or country.
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<PAGE> 78
In general, to carry on any other business in
connection with the foregoing, and to have and exercise all the
powers conferred by the law of Delaware upon corporations formed
under the General Corporation Law of the State of Delaware, and
to do any and all of the things hereinbefore set forth to the
same extent as natural persons might or could do.
The objects and purposes specified in the foregoing
clauses shall, except where otherwise expressed, be in no wise
limited or restricted by reference to, or inference from, the
terms of any other clause in this Certificate of Incorporation,
but the objects and purposes specified in each of the foregoing
clauses of this Article shall be regarded as independent objects
and purposes.
FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is One Hundred Thousand
(100,000) and the par value of each such shares shall be One
Dollar ($1.00) amounting in the aggregate to One Hundred Thousand
Dollars ($100,000). All such shares are of one class and are
designated as Common Stock.
FIFTH: The minimum amount of capital with which the
Corporation will commence business is One Thousand Dollars
($1,000).
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<PAGE> 79
SIXTH: The names and places of residence of each of
the incorporators are as follows:
NAMES RESIDENCES
----- ----------
Charles B. Hochman 62-60 99th Street
Rego Park, New York
Carl Kanter 1436 Lexington Avenue
New York, New York
Franklin Feldman 45 East 9th Street
New York, New York
SEVENTH: The Corporation is to have perpetual
existence.
EIGHTH: The private property of stockholders of the
Corporation shall not be subject to the payment of corporate
debts to any extent whatever.
NINTH: For the management of the business and for the
conduct of the affairs of the Corporation, and in further
definition, limitation and regulation of the powers of the
Corporation and of its Directors and stockholders, it is further
provided:
1. The number of Directors of the Corporation
shall be as specified in the By-Laws of the Corporation, but such
number may from time to time be increased or decreased in such
manner as may be prescribed by the By-Laws. In no event shall
the number of Directors be less than three. The election of
Directors need not be by ballot, and Directors need not be
stockholders.
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<PAGE> 80
2. In furtherance and not in limitation of the
powers conferred by the laws of the State of Delaware, the Board
of Directors is expressly authorized and empowered:
(a) to make, alter, amend and repeal the By-
Laws of the Corporation, subject to the power of the stockholders
to alter or repeal the By-Laws made by the Board of Directors.
(b) subject to the applicable provisions of
the By-Laws then in effect, to determine, from time to time,
whether and to what extent and at what times and places and under
what conditions and regulations the accounts and books of the
Corporation, or any of them, shall be open to the inspection of
the stockholders, and no stockholder shall have any right to
inspect any account or book or document of the Corporation,
except as conferred by the laws of the State of Delaware, unless
and until authorized so to do by resolution of the Board of
Directors or of the stockholders of the Corporation.
(c) without the assent or vote of the
stockholders, to authorize and issue obligations of the
Corporation, secured or unsecured, to include therein such
provisions as to redeemability, convertibility or otherwise, as
the Board of Directors, in its sole discretion, may determine,
and to authorize the mortgaging or pledging, as security
therefor, of any property of the Corporation, real or personal,
including after-acquired property.
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<PAGE> 81
(d) to establish bonus, profit-sharing or
other types of incentive or compensation plans for the employees
(including officers and Directors) of the Corporation and to fix
the amount of profits to be distributed or shared and to
determine the persons to participate in any such plans and the
amounts of their respective participations.
(e) to set apart out of any of the funds of
the Corporation available for dividends a reserve or reserves for
any proper purpose and to abolish any such reserve in the manner
in which it was created.
(f) by resolution passed by a majority of
the whole board, to designate one or more committees.
NAME RESIDENCES
---- ----------
Franklin Feldman 45 East 9th Street
New York, New York
SEVENTH: The Corporation is to have perpetual
existence.
EIGHTH: The private property of stockholders of the
Corporation shall not be subject to the payment of corporate
debts to any extent whatever.
NINTH: For the management of the business and for the
conduct of the affairs of the Corporation, and in further
definition, limitation and regulation of the powers of the
Corporation and of its Directors and stockholders, it is further
provided:
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<PAGE> 82
1. The number of Directors of the Corporation
shall be as specified in the By-Laws of the Corporation, but such
number may from time to time be increased or decreased in such
manner as may be prescribed by the By-Laws. In no event shall
the number of Directors be less than three. The election of
Directors need not be by ballot, and Directors need not be
stockholders.
2. In furtherance and not in limitation of the
powers conferred by the laws of the State of Delaware, the Board
of Directors is expressly authorized and empowered:
(a) to make, alter, amend and repeal the By-
Laws of the Corporation, subject to the power of the stockholders
to alter or repeal the By-Laws made by the Board of Directors.
(b) subject to the applicable provisions of
the By-Laws then in effect, to determine, from time to time,
whether and to what extent and at what times and places and under
what conditions and regulations the accounts and books of the
Corporation, or any of them, shall be open to the inspection of
the stockholders, and no stockholder shall have any right to
inspect any account or book or document of the Corporation,
except as conferred by the laws of the State of Delaware, unless
and until authorized so to do by resolution of the Board of
Directors or of the stockholders of the Corporation.
(c) without the assent or vote of the
stockholders, to authorize and issue obligations of the
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<PAGE> 83
Corporation, secured or unsecured, to include therein such
provisions as to redeemability, convertibility or otherwise, as
the Board of Directors, in its sole discretion, may determine,
and to authorize the mortgaging or pledging, as security
therefor, of any property of the Corporation, real or personal,
including after-acquired property.
(d) to establish bonus, profit-sharing or
other types of incentive or compensation plans for the employees
(including officers and Directors) of the Corporation and to fix
the amount of profits to be distributed or shared and to
determine the persons to participate in any such plans and the
amounts of their respective participations.
(e) to set apart out of any of the funds of
the Corporation available for dividends a reserve or reserves for
any proper purpose and to abolish any such reserve in the manner
in which it was created.
(f) by resolution passed by a majority of
the whole board, to designate one or more committees, each
committee to consist of two or more of the Directors of the
Corporation, which, to the extent provided in the resolution or
in the By-Laws of the Corporation, shall have and may exercise
the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or
names as may be stated in the By-Laws of the Corporation or as
<PAGE>
<PAGE> 84
may be determined from time to time by resolution adopted by the
Board of Directors.
When and as authorized by the affirmative vote of
the holders of a majority of the stock issued and outstanding
having voting power given at a stockholders' meeting duly called
for that purpose, or when authorized by the written consent of
the holders of a majority of the voting stock issued and
outstanding, to sell, lease or exchange all of the property and
assets of the Corporation, including its good will and its
corporate franchises, upon such terms and conditions and for such
consideration, which may be in whole or in part shares of stock
in, and/or other securities of, any other corporation or
corporations, as its Board of Directors shall deem expedient for
the best interest of the Corporation.
In addition to the powers and authorities
hereinbefore or by statute expressly conferred upon it, the Board
of Directors may exercise all such powers and do all such acts
and things as may be exercised or done by the Corporation,
subject, nevertheless, to the provisions of the laws of the State
of Delaware, of the Certificate of Incorporation, and of the By-
Laws of the Corporation.
3. Any Director or any officer elected or
appointed by the stockholders or by the Board of Directors may be
removed at any time in such manner as shall be provided in the
By-Laws of the Corporation.
<PAGE>
<PAGE> 85
4. In the absence of fraud, no contract or other
transaction between the Corporation and any other corporation,
and no act of the Corporation, shall in any way be affected or
invalidated by the fact that any of the Directors of the
Corporation are pecuniarily or otherwise interested in, or are
Directors or officers of, such other corporation; and, in the
absence of fraud, any Director, individually, or any firm of
which any Director may be a member, may be a party to, or may be
pecuniarily or otherwise interested in, any contract or
transaction of the Corporation; provided, in any case, that the
fact that he o such firm is so interested shall be disclosed or
shall have been known to the Board of Directors or a majority
thereof; and any Director of the Corporation who is also a
Director or officer of any such other corporation, or who is also
so interested, may be counted in determining the existence of a
quorum in any meeting of the Board of Directors of the
Corporation which will authorize any such contract, act or
transaction, and may vote thereat to authorize any such contract,
act or transaction, with like force and effect as if he were not
such Director or officer of such other corporation, or not so
interested.
5. Any contract, act or transaction of the
corporation or of the Directors may be ratified by a vote of a
majority of the shares having voting power at any meeting of
stockholders, or at any special meeting called for such purpose,
and such ratification shall, so far as permitted by law and by
<PAGE>
<PAGE> 86
the Certificate of Incorporation, be as valid and as binding as
though ratified by every stockholder of the Corporation.
TENTH: Whenever a compromise or arrangement is
proposed between this Corporation and its creditors or any class
of them and/or between this Corporation and its stockholders or
any class of them, any Court of equitable jurisdiction within the
State of Delaware may, on the application in a summary way of
this Corporation or of any creditor or stockholder thereof, or on
the application of any receiver or receivers appointed for this
Corporation under the provisions of Section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or
of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as
the case may be, to be summoned in such manner as the said Court
directs. If a majority in number representing three-fourths in
value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as a consequence of such
compromise or arrangement and the said reorganization shall, if
sanctioned by the Court to which the said application has been
made, be binding on all the creditors or class of creditors,
and/or on all the stockholders or class of stockholders, of this
Corporation, as the case may be, and also on this Corporation.
<PAGE>
<PAGE> 87
ELEVENTH: Meetings of stockholders may be held outside
the State of Delaware, if the By-Laws so provide. The books of
the Corporation may be kept (subject to any provision contained
in the statutes) outside the State of Delaware at such place or
places as may be designated from time to time by the Board of
Directors or in the By-Laws of the Corporation.
TWELFTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
THIRTEENTH: No stockholder of this Corporation shall
have any preemptive or preferential right of subscription to any
shares of any stock of this Corporation, or to any obligations
convertible into stock of this Corporation, issued or sold, nor
any right of subscription to any thereof other than such, if any,
as the Board of Directors of this Corporation in its discretion
from time to time may determine, and at such price as the Board
of Directors from time to time may fix, pursuant to the authority
hereby conferred by the Certificate of Incorporation of this
Corporation, and the Board of Directors may issue stock of this
Corporation, or obligations convertible into stock, without
offering such issue of stock, either in whole or in part, to the
stockholders of this Corporation. The acceptance of stock in
this Corporation shall be a waiver of any such preemptive or
preferential right which in the absence of this provision might
<PAGE>
<PAGE> 88
otherwise be asserted by stockholders of this Corporation of any
of them.
IN WITNESS WHEREOF, we, the undersigned, being all of
the incorporators hereinabove named, do hereby further certify
that the facts hereinabove stated are truly set forth and
accordingly have hereunto set our respective hands and seals.
DATED: New York, New York
June 27, 1962
/s/ Charles B. Hochman
--------------------------------------- (L.S.)
Charles B. Hochman
/s/ Carl Kanter
--------------------------------------- (L.S.)
Carl Kanter
/s/ Franklin Feldman
--------------------------------------- (L.S.)
Franklin Feldman
<PAGE>
<PAGE> 89
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
BE IT REMEMBERED that on this 27th day of June, A.D.
1962, personally came before me, a Notary Public for the State of
New York, CHARLES B. HOCHMAN, CARL KANTER and FRANKLIN FELDMAN,
all of the parties to the foregoing Certificate of Incorporation,
known to me personally to be such, and severally acknowledged the
said Certificate to be the act and deed of the signers
respectively and that the facts therein stated are truly set
forth.
GIVEN under my hand and seal of office the day and year
aforesaid.
/s/ Nettie Rothstein
---------------------------------------
Notary Public
Nettie Rothstein
Notary Public, State of New York
No. 24-3379250
Qualified in Kings County
Certificate filed in New York County
Commission Expires March 30, 1963
<PAGE>
<PAGE> 90
State of Delaware
Office of the Secretary of State
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF MERGER, WHICH MERGES:
WITH AND INTO "MICRO-MEASUREMENTS, INC." UNDER THE NAME OF
"MICRO-MEASUREMENTS, INC.", A CORPORATION ORGANIZED AND EXISTING UNDER
THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE
THE THIRTEENTH DAY OF APRIL, A.D. 1966, AT 9 O'CLOCK A.M.
/s/ William T. Quillen
SEAL --------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 7067576
DATE: 03-24-94
<PAGE>
<PAGE> 91
AGREEMENT OF MERGER dated as of April 9, 1966 between
VISHAY INSTRUMENTS, INC., a corporation duly organized and
existing under the laws of the State of Delaware, a Constituent
Corporation, and a majority of the directors thereof, and MICRO-
MEASUREMENTS, INC., a corporation also duly organized and
existing under the laws of the State of Delaware, a Constituent
Corporation, and a majority of the directors thereof.
WHEREAS, Vishay Instruments, Inc. was organized under
the laws of the State of Delaware by a Certificate of
Incorporation filed in the office of the Secretary of State of
the State of Delaware on February 1, 1962, with an authorized
capital consisting of 100,000 shares of Common Stock of the par
value of $1.00 per share, of which 1,000 shares are issued and
outstanding; and
WHEREAS, Micro-Measurements, Inc. was organized under
the laws of the State of Delaware by a Certificate of
Incorporation filed in the office of the Secretary of State of
the State of Delaware on July 3, 1962, with an authorized capital
consisting of 100,000 shares of Common Stock of the par value of
$1.00 per share, of which 1,000 shares are issued and outstand-
ing; and
WHEREAS, a majority of the directors of each of the
Constituent Corporations deem it advantageous for the Constituent
Corporations, and for the benefit of the stockholders of each, to
merger Vishay Instruments, Inc., with and into Micro-
<PAGE>
<PAGE> 92
Measurements, Inc., which is hereinafter sometimes referred to as
the Continuing Corporation; and
WHEREAS, pursuant to the General Corporation Law of the
State of Delaware the directors, or a majority of them, of each
Constituent Corporation are authorized to enter into an agreement
signed by them and under the corporate seals of the respective
corporations, prescribing the terms and conditions of merger, the
mode of carrying the same into effect, and stating such other
facts required or permitted by the provisions of said law to be
set out in certificates and articles of incorporation, as can be
stated in the case of a merger, as well as the manner of convert-
ing the shares of each of the Constituent Corporations into
shares or other securities of the corporation surviving such
merger, with such other details and provisions as are deemed
necessary.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH:
ARTICLE I
Merger
------
Pursuant to the General Corporation Law of the State of
Delaware, Vishay Instruments, Inc., the Constituent Delaware
Corporation, is hereby merged with and into Micro-Measurements,
Inc., the Constituent Delaware Corporation, which shall survive
the merger.
The Continuing Corporation shall succeed to, without
other transfer, and shall possess and enjoy all the rights,
<PAGE>
<PAGE> 93
privileges, powers and franchises as well of a public as of a
private nature, and be subject to all the restrictions,
disabilities and duties of each of the two Constituent
Corporations, and all and singular, the rights, privileges,
powers and franchises of each of said corporations, and all
property, real, personal and mixed, and all debts due to either
of the Constituent Corporations on whatever account, as well for
stock subscriptions as all other things in action or belonging to
each of such Constituent Corporations, shall be vested in the
Continuing Corporation; and all property, rights, privileges,
powers and franchises, and all and every other interest shall be
thereafter as effectually the property of the Continuing
Corporation as they were of the respective Constituent
Corporations, and the title to any real estate vested by deed or
otherwise in either of such Constituent Corporations, shall not
revert or be in any way impaired by reason of such merger;
provided, however, that all rights of creditors and all liens
upon any property of either of such Constituent Corporations
shall be preserved unimpaired, limited to the property affected
by such liens at the time of the merger, and all debts,
liabilities and duties of the respective Constituent Corporations
shall thenceforth attach to the Continuing Corporation, and may
be enforced against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by it.
If at any time the Continuing Corporation shall deem or
be advised that any further assignments or assurances in law or
things are necessary or desirable to vest, or to perfect or
<PAGE>
<PAGE> 94
confirm, of record or otherwise, in the Continuing Corporation
the title to any property acquired or to be acquired by reason of
or as a result of the merger provided for by this Agreement, the
proper officers and directors of each of the Constituent
Corporations shall and will execute and deliver all such proper
deeds, assignments and assurances in law and do all things
necessary or proper so to vest, perfect or confirm title to such
property in the Continuing Corporation and otherwise to carry out
the purpose of this Agreement.
ARTICLE II
Certificate of Incorporation of the Continuing
Corporation
----------------------------------------------
The Certificate of Incorporation of the Constituent
Corporation, Micro-Measurements, Inc., which is a Delaware
corporation, shall be the Certificate of Incorporation of the
Continuing Corporation, and all terms and provisions thereof are
hereby incorporated in this Agreement of Merger with the same
force and effect as if herein set forth in full.
ARTICLE III
By-Laws of the Continuing Corporation
-------------------------------------
Until altered, amended or repealed as herein or therein
provided, the By-Laws of the Continuing Corporation shall be the
By-Laws of Micro-Measurements, Inc. as in effect on the date of
this Agreement.
<PAGE>
<PAGE> 95
ARTICLE IV
Directors of the Continuing Corporation
---------------------------------------
The number of directors of the Continuing Corporation
shall be not less than three (3) and the Board of Directors may
increase the number of directors at any time, as provided in the
By-Laws of the Continuing Corporation. Directors need not be
stockholders. Upon this merger's becoming effective, the Board
of Directors of the Continuing Corporation shall be three (3) in
number and shall consist of the individuals whose names and
residences are as follows:
Names Residences
----- ----------
Felix Zandman 335 Spring Mill Road,
Villanova, Pennsylvania
Ruth Zandman 335 Spring Mill Road,
Villanova, Pennsylvania
Franklin Feldman 15 West 81st Street,
New York, New York
Said persons shall be the directors of the Continuing Corporation
from and after the date when this merger becomes effective and
until the next annual meeting of the stockholders of the
Continuing Corporation and until their successors respectively
are elected to qualify. All persons who, at the time this merger
becomes effective, shall be executive or administrative officers
of Micro-Measurements, Inc. shall be and remain like officers of
the Continuing Corporation until the first meeting of the Board
of Directors of the Continuing Corporation. A meeting of the
Board of Directors of the Continuing Corporation shall be held as
<PAGE>
<PAGE> 96
soon as practicable after this merger becomes effective and may
be called in the manner provided in the By-Laws for the calling
of Special Meetings of the Board of Directors to be held at the
time and place specified in the notice.
ARTICLE V
Capitalization of the Continuing Corporation
--------------------------------------------
The capitalization of the Continuing Corporation upon
the merger's becoming effective shall be as follows:
Shares Shares
Class Authorized Outstanding
----- ---------- -----------
Common Stock, par
value $1 per share 100,000 2,000
ARTICLE VI
Manner of Converting Shares of Constituent Corporations
-------------------------------------------------------
The manner of converting shares of stock of each of the
Constituent Corporations shall be as follows:
Upon the filing of this Agreement as required by law,
each share of common stock of Vishay Instruments, Inc. shall be
converted into one share of common stock of Micro-Measurements,
Inc., and any stockholder of Vishay Instruments, Inc., upon the
surrender to the Continuing Corporation for cancellation of one
or more certificates evidencing shares of common stock of Vishay
Instruments, Inc., shall be entitled to receive one or more
certificates evidencing the number of shares of the Continuing
<PAGE>
<PAGE> 97
Corporation evidenced by the certificates so surrendered for
cancellation.
ARTICLE VII
Approval of Merger
------------------
This Agreement shall be submitted to the respective
stockholders of the Constituent Corporations as provided by law
and shall become effective only upon written consent to adoption
by all of the stockholders of each Constituent Corporation
entitled to vote upon the adoption of the Agreement, certifica-
tion of such fact on the Agreement by the Secretary or an
Assistant Secretary of each Constituent Corporation, under the
seal of each, the proper execution and acknowledgment of this
Agreement, and the filing of the same as required by law. When
such consent to the adoption of this Agreement is given and this
Agreement is so certified, executed, acknowledged and filed, the
separate evidence of Vishay Instruments, Inc. shall cease, and
said corporation shall be merged with and into the Continuing
Corporation, all in accordance with this Agreement.
<PAGE>
<PAGE> 98
IN WITNESS WHEREOF, this Agreement of Merger has been
signed by the directors, or a majority thereof, of each of the
Constituent Corporations.
Directors of Vishay Instruments,
Inc.
/s/ Felix Zandman
---------------------------------------
Felix Zandman
/s/ Ruth Zandman
---------------------------------------
Ruth Zandman
/s/ Franklin Feldman
---------------------------------------
Franklin Feldman
Directors of Micro-Measurements,
Inc.
/s/ Felix Zandman
---------------------------------------
Felix Zandman
/s/ Ruth Zandman
---------------------------------------
Ruth Zandman
/s/ Franklin Feldman
---------------------------------------
Franklin Feldman
<PAGE>
<PAGE> 99
CERTIFICATE OF SECRETARY
OF
VISHAY INSTRUMENTS, INC.
I, FRANKLIN FELDMAN, DO HEREBY CERTIFY that I am
Secretary of Vishay Instruments, Inc., a Delaware corporation,
and I DO FURTHER CERTIFY as follows:
1. The foregoing Agreement of Merger (hereinafter
referred to as the "Agreement"), for the merger of said Vishay
Instruments, Inc. into Micro-Measurements, Inc., a Delaware
corporation, was made, signed and delivered by a majority of the
Directors of said Vishay Instruments, Inc., after said Merger and
the terms and provisions of said Agreement had been approved by
said Directors at a meeting thereof duly held for the purpose of
considering the same.
2. All of the stockholders entitled to vote upon the
adoption of the Agreement consented in writing on April 9, 1966
to the adoption of the Agreement.
IN WITNESS WHEREOF, I hereunto sign my name as
Secretary of said Vishay Instruments, Inc. and affix hereto its
corporate seal this 9th day of April, 1966.
/s/ Franklin Feldman
---------------------------------------
Secretary
<PAGE>
<PAGE> 100
CERTIFICATE OF SECRETARY
OF
MICRO-MEASUREMENTS, INC.
I, FRANKLIN FELDMAN, DO HEREBY CERTIFY that I am
Secretary of Micro-Measurements, Inc., a Delaware corporation,
and I DO FURTHER CERTIFY as follows:
1. The foregoing Agreement of Merger (hereinafter
referred to as the "Agreement"), for the merger of Vishay
Instruments, Inc. into said Micro-Measurements, Inc., a Delaware
corporation, was made, signed and delivered by a majority of the
Directors of said Micro-Measurements, Inc., after said Merger and
the terms and provisions of said Agreement had been approved by
said Directors at a meeting thereof duly held for the purpose of
considering the same.
2. All of the stockholders entitled to vote upon the
adoption of the Agreement consented in writing on April 9, 1966
to the adoption of the Agreement.
IN WITNESS WHEREOF, I hereunto sign my name as
Secretary of said Micro-Measurements, Inc., and affix hereto its
corporate seal this 9th day of April, 1966.
/s/ Franklin Feldman
---------------------------------------
Secretary
<PAGE>
<PAGE> 101
The foregoing Agreement of Merger having been duly
adopted by the stockholders of each of the Corporations parties
thereto, and the fact of the adoption thereof as aforesaid having
been duly certified thereon by the Secretary of each of said
Corporations, all in accordance with law, said Agreement of
Merger is hereby signed by the President and Secretary of Vishay
Instruments, Inc. and the Vice President and Secretary of Micro-
Measurements, Inc. under the respective corporate seals of said
Corporations this 9th day of April, 1966.
/s/ Felix Zandman
---------------------------------------
President of Vishay Instruments, Inc.
(A Delaware corporation)
/s/ Franklin Feldman
---------------------------------------
Secretary of Vishay Instruments, Inc.
(A Delaware corporation)
/s/ Ruth Zandman
---------------------------------------
Vice President of Micro-Measurements,
Inc. (A Delaware corporation)
/s/ Franklin Feldman
---------------------------------------
Secretary of Micro-Measurements, Inc.
(A Delaware corporation)
<PAGE>
<PAGE> 102
ACKNOWLEDGMENT OF PRESIDENT
OF
VISHAY INSTRUMENTS, INC.
STATE OF PENNSYLVANIA )
) SS.:
COUNTY OF PHILA. )
I, George M. Laughlin, a Notary Public in and for said
County and State aforesaid, DO HEREBY CERTIFY that FELIX ZANDMAN,
the President of VISHAY INSTRUMENTS, INC., a Delaware
corporation, who is personally known to me to be the person whose
name is subscribed to the foregoing Agreement of Merger as such
President, and who is personally known to me to be the President
of said Corporation, appeared before me this day in person and
acknowledged that he signed, sealed and delivered the said
Agreement as his free and voluntary act, deed and agreement of
said Corporation for the uses and purposes therein set forth; and
further acknowledged said Agreement to be the act, deed and
agreement of said Corporation.
GIVEN under my hand and notarial seal this 9th day of
April, 1966.
/s/ George M. Laughlin
---------------------------------------
Notary Public
<PAGE>
<PAGE> 103
ACKNOWLEDGMENT OF VICE PRESIDENT
OF
MICRO-MEASUREMENTS, INC.
STATE OF PENNSYLVANIA )
) SS.:
COUNTY OF PHILA. )
I, George M. Laughlin, a Notary Public in and for said
County and State aforesaid, DO HEREBY CERTIFY that RUTH ZANDMAN,
the Vice President of MICRO-MEASUREMENTS, INC., a Delaware
corporation, who is personally known to me to be the person whose
name is subscribed to the foregoing Agreement of Merger as such
Vice President, and who is personally known to me to be the Vice
President of said Corporation, appeared before me this day in
person and acknowledged that she signed, sealed and delivered the
said Agreement as her free and voluntary act as such Vice
President and as the free and voluntary act, deed and agreement
of said Corporation for the uses and purposes therein set forth;
and further acknowledged said Agreement to be the act, deed and
agreement of said Corporation.
GIVEN under my hand and notarial seal this 9th day of
April, 1966.
/s/ George M. Laughlin
---------------------------------------
Notary Public
<PAGE>
<PAGE> 104
Certificate of Agreement of Merger of the "VISHAY INSTRUMENTS, INC.",
merging with and into the "MICRO-MEASUREMENTS, INC.", under the name
"MICRO-MEASUREMENTS, INC.", as received and filed in this office the
thirteenth day of April, A.D. 1966, at 9 o'clock A.M.
<PAGE>
<PAGE> 105
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
BE IT REMEMBERED that on this 27th day of June, A.D.
1962, personally came before me, a Notary Public for the State of
New York, CHARLES B. HOCHMAN, CARL KANTER and FRANKLIN FELDMAN,
all of the parties to the foregoing Certificate of Incorporation,
known to me personally to be such, and severally acknowledged the
said Certificate to be the act and deed of the signers
respectively and that the facts therein stated are truly set
forth.
GIVEN under my hand and seal of office the day and year
aforesaid.
/s/ Nettie Rothstein
---------------------------------------
Notary Public
Nettie Rothstein
Notary Public, State of New York
No. 24-3379250
Qualified in Kings County
Certificate filed in New York County
Commission Expires March 30, 1963
<PAGE>
<PAGE> 106
State of Delaware
Office of the Secretary of State
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE RESTATED CERTIFICATE OF "VISHAY INTERTECHNOLOGY, INC.", FILED IN
THIS OFFICE ON THE ELEVENTH DAY OF DECEMBER, A.D. 1972, AT 9 O'CLOCK A.M.
/s/ William T. Quillen
SEAL --------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 7067574
DATE: 03-24-94
<PAGE>
<PAGE> 107
RESTATED CERTIFICATE OF INCORPORATION
OF
VISHAY INTERTECHNOLOGY, INC.
It is hereby certified that:
1. (a) The present name of the Corporation
(hereinafter called the "Corporation") is Vishay Intertechnology,
Inc.
(b) The name under which the Corporation was
originally incorporated is Micro-Measurements,Inc.; and the date
of filing the original certificate of incorporation of the
Corporation with the Secretary of State of the State of Delaware
is July 3, 1962.
2. The certificate of incorporation of the
Corporation is hereby amended by striking out Articles FIRST
through THIRTEENTH thereof and by substituting in lieu thereof
new Articles FIRST through ELEVENTH which are set forth in the
Restated Certificate of Incorporation hereinafter provided for.
Each share of Common Stock of the par value of
$1.00 per share, outstanding upon the effective date of this
Restated Certificate of Incorporation, shall be reclassified as
250 fully paid and non-assessable shares of the par value of $.10
per share, which shares shall be included in the 5,000,000 shares
of Common Stock authorized in this Restated Certificate of
Incorporation.
<PAGE>
<PAGE> 108
3. The provisions of the certificate of incorporation
of the Corporation as heretofore amended and/or supplemented, and
as herein amended, are hereby restated and integrated into the
single instrument which is hereinafter set forth, and which is
entitled Restated Certificate of Incorporation of Vishay
Intertechnology, Inc.
4. The amendments and the restatement of the Restated
Certificate of Incorporation have been duly adopted by the
stockholders of the Corporation in accordance with the provisions
of Sections 242 and 245 of the General Corporation Law of the
State of Delaware.
5. The capital of the Corporation will not be reduced
under or by reason of any amendment herein certified.
6. The certificate of incorporation of the
Corporation, as amended and restated herein, shall upon the
effective date of this Restated Certificate of Incorporation read
as follows:
RESTATED CERTIFICATE OF INCORPORATION
OF
VISHAY INTERTECHNOLOGY, INC.
___________
FIRST: The name of the Corporation (hereinafter
called the "Corporation") is Vishay Intertechnology, Inc.
SECOND: The address, including street, number, city,
and county, of the registered office of the Corporation in the
<PAGE>
<PAGE> 109
State of Delaware is 229 South State Street, City of Dover,
County of Kent; and the name of the registered agent of the
Corporation in the State of Delaware at such address is The
Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the Corporation are to engage
in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 6,000,000 shares, of
which 1,000,000 shares, of the par value of $1 per share, shall
be Preferred Stock, and 5,000,000 shares, of the par value of
$.10 per share, shall be Common Stock.
The designations, preferences and relative,
participating, optional or other special rights and
qualifications, limitations or restrictions of each class of
stock are as follows:
A. The Preferred Stock may be issued in one or more
series and may be with such voting powers, full or limited, or
without voting powers, and with such designations, preferences
and relative, participating, optional or other special rights,
and qualifications, limitations or restrictions thereof, as shall
be fixed by the Board of Directors pursuant to authority hereby
expressly granted to it, and as shall be stated and expressed in
the resolution or resolutions providing for the issue of such
<PAGE>
<PAGE> 110
stock adopted by the Board of Directors pursuant to authority
expressly vested in it by these provisions.
B. Any Preferred Stock or series thereof may be made
subject to redemption at such time or times and at such price or
prices as shall be stated and expressed in the resolution or
resolutions providing for the issue of such stock adopted by the
Board of Directors as hereinabove provided.
C. The holders of Preferred Stock or of any series
thereof shall be entitled to receive dividends at such rates, on
such conditions and at such times as shall be stated and
expressed in the resolution or resolutions providing for the
issue of such stock adopted by the Board of Directors as
hereinabove provided, payable in preference to, or in such
relation to, the dividends payable on any other class or classes
of stock, or cumulative or noncumulative as shall be so stated
and expressed.
D. The holders of Preferred Stock or of any class or
of any series thereof, shall be entitled to such rights upon the
dissolution of, or upon any distribution of the assets of, the
Corporation as shall be stated and expressed in the resolution or
resolutions providing for the issue of such stock adopted by the
Board of Directors as hereinabove provided.
E. Any Preferred Stock of any class or of any series
thereof may be made convertible into, or exchangeable for, shares
of any other class or classes or of any other series of the same
<PAGE>
<PAGE> 111
or of any other class or classes of stock of the Corporation, or
shares of any class or series of stock of any other corporation,
at such price or prices or at such rates of exchange and with
such adjustments as shall be stated and expressed or provided for
the issue of such stock adopted by the Board of Directors as
hereinabove provided.
F. Except as otherwise provided herein, by statute or
by the resolutions providing for the issue of Preferred Stock
specifically provided, the Preferred Stock shall have no voting
power and the Common Stock shall have the sole right and power to
vote on all matters on which a vote of stockholders is to be
taken. Each holder of Common Stock shall be entitled to vote and
shall have one vote for each share thereof held.
FIFTH: The Corporation is to have perpetual
existence.
SIXTH: Whenever a compromise or arrangement is
proposed between this Corporation and its creditors or any class
of them and/or between this Corporation and its stockholders or
any class of them, any court of equitable jurisdiction within the
State of Delaware may, on the application in a summary way of
this Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this
Corporation under the provisions of Section 291 of the General
Corporation Law of the State of Delaware or on the application of
trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of the
<PAGE>
<PAGE> 112
General Corporation Law of the State of Delaware order a meeting
of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in
value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as a consequence of such
compromise or arrangement, the said compromise or arrangement and
the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders
or class of stockholders, of this Corporation, as the case may
be, and also on this Corporation.
SEVENTH: For the management of the business and for
the conduct of the affairs of the Corporation, and in further
definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders, or any class
thereof, as the case may be, it is further provided:
1. The power to make, alter, or repeal the
By-Laws of the Corporation, and to adopt any
new By-Laws, except a By-Law classifying
directors for election for staggered terms,
shall be vested in the Board of Directors,
provided that the Board of Directors may
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<PAGE> 113
delegate such power, in whole or in part, to
the stockholders.
2. Whenever the Corporation shall be
authorized to issue more than one class of
stock, one or more of which is denied voting
power, no outstanding share of any class of
stock which is denied voting power under the
provisions of the Certificate of
Incorporation shall entitle the holder
thereof to notice of, and the right to vote
at any meeting of stockholders except as the
provisions of paragraph (c)(2) of section 242
of the General Corporation Law and of
sections 251 and 252 of the General
Corporation Law shall otherwise require;
provided, that no share of any such class
which is otherwise denied voting power shall
entitle the holder thereof to vote upon the
increase or decrease in the number of
authorized shares of said class.
3. In lieu of taking any permissive or
requisite action by vote at a meeting of
stockholders, any such vote and any such
meeting may be dispensed with if either all
of the stockholders entitled to vote upon the
action at any such meeting shall consent in
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<PAGE> 114
writing to any such corporate action being
taken or if less than all of the stockholders
entitled to vote upon the action at any such
meeting shall consent in writing to any such
corporate action being taken; provided, that
any such action taken upon less than the
unanimous written consent of all stockholders
entitled to vote upon any such action shall
be by the written consent of the stockholders
holding at least the minimum percentage of
the votes required to be cast to authorize
any such action under the provisions of the
General Corporation Law or under the provi-
sions of the Certificate of Incorporation or
the By-Laws as permitted by the provisions of
the General Corporation Law; and, provided,
that prompt notice of the taking of the
corporate action without a meeting by less
than unanimous consent shall be given to
those stockholders who have not consented in
writing.
4. No election of directors need be by
written ballot.
EIGHTH: No contract or transaction between the
Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation, partnership,
<PAGE>
<PAGE> 115
association, or other organization in which one or more of its
directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this
reason, or solely because his or their votes are counted for such
purpose, if:
(a) The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the Committee, and the
Board or Committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors
be less than a quorum; or,
(b) The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by
vote of the stockholders; or,
(c) The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or
ratified, by the Board of Directors, a committee thereof, or the
stockholders.
Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or
transaction.
<PAGE>
<PAGE> 116
NINTH: Every person (and the heirs, executors and
administrators of such person) who is or was a director, officer,
employee or agent of the Corporation 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 Corporation shall be indemnified by the
Corporation 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, investiga-
tion 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 Corporation 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 of 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 jurisdic-
tion or, in the absence of such a determination, in the judgment
<PAGE>
<PAGE> 117
of a majority of a quorum of the Board of Directors of the
Corporation (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 action,
such person acted without negligence or misconduct in the
performance of his duty to the corporation 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 corporation 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 Corporation or such other company or any stock-
holder 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
interests 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
<PAGE>
<PAGE> 118
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 Corporation
against the judgments, settlements, payments, fines, penalties
and other costs and expenses attributable to such part of such
action.
The foregoing rights of indemnification shall be in
addition to any rights to which any such director, officer,
employee, or agent may otherwise be entitled under the
Certificate of Incorporation, any agreement or vote of stock-
holders or at law or in equity or otherwise.
In any case in which, in the judgment of a majority of
such a disinterested quorum of the Board of Directors, any such
director, officer or employee will be entitled to indemnification
under the foregoing provisions of this Article, such amounts as
they deem necessary to cover the reasonable costs and expenses
incurred by such person in connection with the action, suit,
proceeding, investigation or claim prior to final disposition
thereof may be advanced to such person upon receipt of an
undertaking by or on behalf of such person to repay such amounts
if it is ultimately determined that he is not so entitled to
indemnification.
TENTH: The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was
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<PAGE> 119
serving at the request of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under the
provisions of Article NINTH.
ELEVENTH: From time to time any of the provisions of
this Certificate of Incorporation may be amended, altered or
repealed, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted
in the manner and at the time prescribed by said law, and all
rights at any time conferred upon the stockholders of the
Corporation by this Certificate of Incorporation are granted
subject to the provisions of this Article ELEVENTH.
Signed and attested to on December 6, 1972.
/s/ Felix Zandman
---------------------------------
President
Attest:
/s/ Robert A. Freece
-----------------------------
Treasurer
/s/ Franklin Feldman
-----------------------------
Secretary
<PAGE>
<PAGE> 120
State of Delaware
Office of the Secretary of State
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF AMENDMENT OF "MICRO-MEASURMENTS, INC.", CHANGING
ITS NAME FROM "MICRO-MEASURMENTS, INC." TO "VISHAY INTERTECHNOLOGY, INC.",
FILED IN THIS OFFICE THE TWENTIETH DAY OF MAY, A.D. 1966, AT 9 O'CLOCK A.M.
/s/ William T. Quillen
SEAL --------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 7067575
DATE: 03-24-94
<PAGE>
<PAGE> 121
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MICRO-MEASUREMENTS, INC.
(Pursuant to Section 242 of Title 8, Chapter 1 of the Delaware
Code)
_____________________
MICRO-MEASUREMENTS, INC. (hereinafter called the
"Corporation"), a corporation organized and existing under and by
virtue of Title 8, Chapter 1 of the Delaware Code, does hereby
certify as follows:
FIRST: That, upon the unanimous written consent of
the holders of all of the outstanding shares of stock entitled to
vote of the above corporation, which consent was given pursuant
to the provisions of Section 228 of Title 8, Chapter 1 of the
Delaware Code, the following amendment of the Certificate of
Incorporation of the corporation has been duly adopted in
accordance with the provisions of Section 242 of Title 8, Chapter
1 of the Delaware Code:
By striking out Article FIRST thereof in its entirety,
and by substituting in lieu thereof a new Article FIRST to read
as follows:
"The name of the Corporation (hereinafter called the
Corporation) is VISHAY INTERTECHNOLOGY, INC."
IN WITNESS WHEREOF, the said Micro-Measurements, Inc.
has made under its corporate seal and signed by Ruth Zandman, its
Vice-President and Franklin Feldman, its Secretary, the foregoing
certificate and the said Ruth Zandman, as Vice-President and the
said Franklin Feldman, as Secretary have hereunto respectively
set their hands and caused the corporate seal of the corporation
to be affixed this 10th day of May, 1966.
/s/ Ruth Zandman
---------------------------------------
Ruth Zandman, Vice-President
/s/ Franklin Feldman
---------------------------------------
Franklin Feldman, Secretary
<PAGE>
<PAGE> 122
STATE OF PENNSYLVANIA )
) SS.:
COUNTY OF CHESTER )
BE IT REMEMBERED, that on this 12th day of May, 1966,
personally came before me, John R. Blackburn, Jr., Justice of the
Peace, in and for the County and State aforesaid, duly
commissioned and sworn to take acknowledgment or proof of deeds,
RUTH ZANDMAN, Vice-President of Micro-Measurements, Inc., a
corporation of the State of Delaware, the corporation described
in the foregoing Certificate, known to me personally to be such
and be the said RUTH ZANDMAN, as such Vice-President, duly
executed said certificate before me, and acknowledged the said
Certificate to be her act and deed and made on behalf of said
corporation that the signatures of said Vice-President and of the
Secretary to said foregoing certificate of amendment are in the
handwriting of the said Vice-President and Secretary of said
corporation, respectively, and that the seal affixed to said
certificate is the common or corporate seal of said corporation,
and that his act of sealing, executing, acknowledging and
delivering the said Certificate was duly authorized by the
stockholders of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand the day
and year aforesaid.
/s/ John R. Blackburn, Jr.
---------------------------------------
Notary Public
<PAGE>
<PAGE> 123
State of Delaware
Office of the Secretary of State
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF AMENDMENT OF "VISHAY INTERTECHNOLOGY, INC.", FILED IN
THIS OFFICE ON THE THIRD DAY OF DECEMBER, A.D. 1985, AT 10 O'CLOCK A.M.
/s/ William T. Quillen
SEAL --------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 7067573
DATE: 03-24-94
<PAGE>
<PAGE> 124
CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION
of
VISHAY INTERTECHNOLOGY, INC.
It is hereby certified that:
6. The name of the corporation (hereinafter called
the "Corporation") is Vishay Intertechnology, Inc.
7. The Restated Certificate of Incorporation of the
Corporation is hereby amended by striking out the first sentence
of Article Fourth thereof and by substituting in lieu of said
sentence of said Article the following new sentence:
"The total number of shares of stock which
the Corporation shall have authority to issue
is 16,000,000 shares, of which 1,000,000
shares, of the par value of $1 per share,
shall be Preferred Stock, and 15,000,000
shares, of the par value of $0.10 per share,
shall be Common Stock."
8. The amendment of the Restated Certificate of
Incorporation herein certified has been duly adopted in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
Signed and attested to on November 26, 1985.
/s/ Robert A. Freece
------------------------------
Robert A. Freece
Vice President
Attest:
/s/ William J. Spires
------------------------------
William J. Spires
Secretary
<PAGE>
<PAGE> 125
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF AMENDMENT OF "VISHAY INTERTECHNOLOGY, INC.",
FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF JANUARY, A.D. 1987,
AT 12 O'CLOCK A.M.
/s/ William T. Quillen
SEAL --------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 7067572
DATE: 03-24-94
<PAGE>
<PAGE> 126
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
VISHAY INTERTECHNOLOGY, INC.
It is hereby certified that:
1) The name of the Corporation (hereinafter called
the "Corporation") is Vishay Intertechnology, Inc.
2) To accomplish the foregoing Amendment, Articles
Fourth and Ninth of the Restated Certificate of Incorporation,
relating to the authorization to issue stock and their relative
rights, privileges and limitations, and Director Liability and
Indemnification, are hereby stricken out in their entirety, and
the following new Articles are substituted in lieu thereof:
FOURTH: Section 1. Classes and Number of Shares. The
total number of shares of all classes of stock which the
Corporation shall have authority to issue is 31,000,000 shares.
The classes and the aggregate number of shares of stock of each
class which the Corporation shall have authority to issue are as
follows:
(i) 15,000,000 shares of Common Stock, $0.10
par value per share (hereinafter the "Common
Stock");
(ii) 15,000,000 shares of Class B Common
Stock, $0.10 par value per share (hereinafter the
"Class B Stock"); and
(iii) 1,000,000 shares of Preferred Stock,
$1.00 par value per share, with such rights,
privileges, restrictions and preferences as the
Board of Directors may authorize from time to time
(hereinafter the "Preferred Stock").
Section 2. Powers and Rights of the Common Stock and
the Class B Stock.
A. Voting Rights and Powers.
(i) With respect to all matters upon which
shareholders are entitled to vote or to which
shareholders are entitled to give consent, every
holder of Common Stock shall be entitled to one
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<PAGE> 127
vote in person or by proxy for each share of
Common Stock standing in his name on the transfer
books of the Corporation and every holder of Class
B Stock shall be entitled to ten votes in person
or by proxy for each share of Class B Stock
standing in his name on the transfer books of the
Corporation.
(ii) Except as otherwise provided herein and
as may be otherwise required by law, the provi-
sions of these Amended and Restated Articles of
Incorporation shall not be modified, revised,
altered or amended, repealed or rescinded in whole
or in part, unless authorized by a majority of the
votes of the outstanding shares of stock of the
Corporation entitled to vote, with each share of
Common Stock and each share of Class B Stock
having the number of votes per share set forth in
clause (i) of this paragraph A.
(iii) Following the initial issuance of shares
of Class B Stock, the Corporation may not effect
the issuance of any additional shares of Class B
Stock (except in connection with stock splits and
stock dividends) unless and until such issuance is
authorized by the holders of a majority of the
outstanding shares of Common Stock of the
Corporation entitled to vote, and by the holders
of a majority of the shares of the outstanding
shares of Class B Stock entitled to vote, each
class voting separately.
(iv) Except as provided in paragraph A(iii)
and paragraph D of this Section 2 and as may be
otherwise required by law, the holders of Common
Stock and Class B Stock shall vote together as a
single class, subject to any voting rights which
may be granted to holders of Preferred Stock.
B. Dividends and Distributions. Subject to the rights
of the holders of Preferred Stock, and subject to any other
provisions of this Amended and Restated Certificate of
Incorporation as amended from time to time, holders of Common
Stock and Class B Stock shall be entitled to such dividends and
other distributions in cash, stock or property of the Corporation
as may be declared thereon by the Board of Directors from time to
time out of assets or funds of the Corporation legally available
therefor, provided that in the case of dividends or other
distributions payable in stock of the Corporation other than the
Preferred Stock, including distributions pursuant to stock split-
ups, divisions or combinations, which occur after the date shares
of Class B Stock are first issued by the Corporation, only shares
of Common Stock shall be distributed with respect to Common Stock
and only shares of Class B Stock shall be distributed with
<PAGE>
<PAGE> 128
respect to Class B Stock. In no event will shares of either
Common Stock or Class B Stock be split, divided or combined
unless the other is also split, divided or combined equally.
C. Other Rights. Except as otherwise required by the
Delaware General Corporation Law or as otherwise provided in this
Amended and Restated Certificate of Incorporation, each share of
Common Stock and each share of Class B Stock shall have identical
powers, preferences and rights, including rights in liquidation.
D. Transfer.
(i) No person holding shares of Class B Stock of
record (hereinafter called a "Class B Holder") may
transfer, and the Corporation shall not register the
transfer of, such shares of Class B Stock, whether by
sale, assignment, gift, bequest, appointment or
otherwise, except to a "Permitted Transferee." A
"Permitted Transferee" shall mean, with respect to each
person from time to time shown as the record holder of
shares of Class B Stock:
(a) In the case of a Class B Holder who is a
natural person,
(1) The spouse of such Class B Holder,
any lineal descendant of a great grandparent
of either the Class B Holder or the spouse of
the Class B Holder, including adopted
children;
(2) The trustee of a trust (whether
testamentary, intervivos or a voting trust)
principally for the benefit of such Class B
Holder and/or one or more of his Permitted
Transferees described in each subclause of
this clause (a);
(3) Any organization to which
contributions are deductible for federal
income, estate or gift tax purposes or any
split-interest trust described in Section
4947 of the Internal Revenue Code of 1986, as
it may from time to time be amended (herein-
after called a "Charitable Organization");
(4) A corporation, of which outstanding
capital stock entitled to a majority of the
votes in the election of directors is owned
beneficially solely by, or a partnership, of
which a majority of the partnership interests
entitled to participate in the management of
the partnership is owned beneficially solely
by, the Class B Holder and/or one or more of
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<PAGE> 129
his or her Permitted Transferees determined
under this clause (a), provided that if by
reason of any change in the ownership of such
stock or partnership interests, such corpo-
ration or partnership would no longer qualify
as a Permitted Transferee, all shares of
Class B Stock then held by such corporation
or partnership shall be converted auto-
matically into shares of Common Stock
effective upon the date of such change in
ownership of such stock or partnership
interests, and stock certificates formerly
representing such shares of Class B Stock
shall thereupon and thereafter be deemed to
represent the like number of shares of Common
Stock; and
(5) The estate of such Class B Holder.
(b) In the case of a Class B Holder holding
the shares of Class B Stock in question as trustee
pursuant to a trust (other than pursuant to a
trust described in clause (f) below), "Permitted
Transferee" means (1) any person transferring
Class B Stock to such trust and (2) any Permitted
Transferee of any such transferor determined
pursuant to clause (a) above.
(c) In the case of a Class B Holder which is
a Charitable Organization holding record and
beneficial ownership of the shares of Class B
Stock in question, "Permitted Transferee" means
any Class B Holder.
(d) In the case of a Class B Holder which is
a corporation or partnership (other than a
Charitable Organization) acquiring record and
beneficial ownership of the shares of Class B
Stock in question upon its initial issuance by the
Corporation, "Permitted Transferee" means (1) a
partner of such partnership or shareholder of such
corporation at the time of issuance, and (2) any
Permitted Transferee (determined pursuant to
clause (a) above) of any such partner or share-
holder referred to in subclause (1) of this clause
(d).
(e) In the case of a Class D Holder which is
a corporation or partnership (other than a
Charitable Organization or a corporation or
partnership described in clause (d) above) holding
record and beneficial ownership of the shares of
Class B Stock in question, "Permitted Transferee"
means (1) any person transferring such shares of
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<PAGE> 130
Class B Stock to such corporation or partnership
and (2) any Permitted Transferee of any such
transferor determined under clause (a) above.
(f) In the case of a Class B Holder holding
the shares of Class B Stock in question as trustee
pursuant to a trust which was irrevocable at the
time of issuance of the Class B Stock, "Permitted
Transferee" means (1) any person to whom or for
whose benefit principal may be distributed either
during or at the end of the term of such trust
whether by power of appointment or otherwise and
(2) any Permitted Transferee of any such person
determined pursuant to clause (a) above.
(g) In the case of a Class B Holder which is
the estate of a deceased Class B Holder or which
is the estate of a bankrupt or insolvent Class B
Holder, which holds record and beneficial owner-
ship of the shares of Class B Stock in question,
"Permitted Transferee" means a Permitted
Transferee of such deceased, bankrupt or insolvent
Class B Holder as determined pursuant to clause
(a), (b), (c), (d), (e) or (f) above, as the case
may be.
(h) Any Class B Holder may transfer all or
any part of such holder's Class B Stock to any
Class B Holder which, at the time of such
transfer, owns not less than 50,000 shares of
Class B Stock (as adjusted for stock splits and
stock dividends); provided, however, that such
proposed transfer shall be authorized by the
holders of a majority of the outstanding shares of
Common Stock of the Corporation entitled to vote,
and by the holders of a majority of the outstand-
ing shares of Class B Stock entitled to vote, each
Class voting separately.
(ii) Notwithstanding anything to the contrary set
forth herein, any Class B Holder may pledge such
holder's shares of Class B Stock to a pledgee pursuant
to a bona fide pledge of such shares as collateral
security for indebtedness due to the pledgee, provided
that such shares shall remain subject to the provisions
of this Paragraph D. In the event of foreclosure or
other similar action by the pledgee, such pledged
shares of Class B Stock may (a) be transferred only to
a Permitted Transferee of the pledgor or (b) converted
into shares of Common Stock and transferred to the
pledgee, as the pledgee may elect.
<PAGE>
<PAGE> 131
(iii) For purposes of this Paragraph D:
(a) The relationship of any person that is
derived by or through legal adoption shall be
considered a natural one.
(b) Each joint owner of shares of Class B
Stock shall be considered a "Class B Holder" of
such shares.
(c) A minor for whom shares of Class B Stock
are held pursuant to a Uniform Gifts to Minors Act
or similar law shall be considered a Class B
Holder of such shares.
(d) Unless otherwise specified, the term
"person" means both natural persons and legal
entities.
(e) Each reference to a corporation shall
include any successor corporation resulting from
merger or consolidation; and each reference to a
partnership shall include any successor partner-
ship resulting from the death or withdrawal of a
partner.
(iv) Any transfer of shares of Class B Stock not
permitted hereunder shall result in the conversion of
the transferee's shares of Class B Stock into shares of
Common Stock, effective the date on which certificates
representing such shares are presented for transfer on
the books of the Corporation. The Corporation may, in
connection with preparing a list of shareholders
entitled to vote at any meeting of shareholders, or as
a condition to the transfer or the registration of
shares of Class B Stock on the Corporation's books,
require the furnishing of such affidavits or other
proof as it deems necessary to establish that any
person is the beneficial owner of shares of Class B
Stock or is a Permitted Transferee.
(v) If at any time the number of outstanding
shares of Class B Stock as reflected on the stock
transfer books of the Corporation falls below 300,000
shares, or such higher number as results from adjust-
ments for stock splits or stock dividends, the
outstanding shares of Class B Stock shall automatically
be deemed converted into shares of Common Stock and
certificates formerly representing outstanding shares
of Class B Stock shall thereupon and thereafter
represent the like number of shares of Common Stock.
(vi) Shares of Class B Stock shall be registered
in the names of the beneficial owners thereof and not
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<PAGE> 132
in "street" or "nominee" names. Notwithstanding the
foregoing, trusts may transfer shares into nominee
name. The Corporation shall note on the certificates
for shares of Class B Stock the restrictions on
transfer and registration of transfer imposed by this
Paragraph D.
(vii) The term "beneficial ownership" and
derivations thereof shall have the same meaning given
thereto under the Securities Exchange Act of 1934, as
amended, or any successor statute, and the rules and
regulations promulgated thereunder.
E. Conversion Rights.
(i) Subject to the terms and conditions of this
Paragraph E, each share of Class B Stock shall be
convertible at any time or from time to time, at the
option of the respective holder thereof, at the office
of any transfer agent for Common Stock, and at such
other place or places, if any, as the Board of
Directors may designate, into one (1) fully-paid and
nonassessable share of Common Stock. In order to
convert Class B Stock into Common Stock, the holder
thereof shall (a) surrender the certificate or
certificates for such Class B Stock at the office of
said transfer agent (or other place as provided above),
which certificate or certificates, if this Corporation
shall so request, shall be duly endorsed to the
Corporation or in blank or accompanied by proper
instruments of transfer to the Corporation (such
endorsements or instruments of transfer to be in form
satisfactory to the Corporation), and (b) give written
notice to the Corporation that such holder elects to
convert said Class B Stock, which notice shall state
the name or names in which such holder wishes the
certificate or certificates for Common Stock to be
issued. The Corporation will issue and deliver at the
office of said transfer agent (or other place as
provided above) to the person for whose account such
Class B Stock was so surrendered, or to his nominee or
nominees, a certificate or certificates for the number
of full shares of Common Stock to which such holder
shall be entitled as soon as practicable after such
deposit of a certificate or certificates of Class B
Stock, accompanied by the requisite written notice.
Such conversion shall be deemed to have been made as of
the date of such surrender of the Class B Stock to be
converted; and the persons entitled to receive the
Common Stock issuable upon conversion of such Class B
Stock shall be treated for all purposes as the record
holder or holders of such Common Stock on such date.
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(ii) The issuance of certificates for shares of
Common Stock upon conversion of shares of Class B Stock
shall be made without charge for any stamp or other
similar tax in respect of such issuance. However, if
any such certificate is to be issued in a name other
than that of the holder of the share or shares of
Class B Stock converted, the person or persons
requesting the issuance thereof shall pay to the
Corporation the amount of any tax which may be payable
in respect of any transfer involved in such issuance or
shall establish to the satisfaction of the Corporation
that such tax has been paid or is not required to be
paid.
(iii) The Corporation covenants that it will at all
times reserve and keep available, solely for the
purpose of issue upon conversion of the outstanding
shares of Class B Stock, such number of shares of
Common Stock as shall be issuable upon the conversion
of all such outstanding shares.
Section 3. Preferred Stock.
A. The Preferred Stock may be issued in one or more
series and may be with such voting powers, full or limited, or
without voting powers, and with such designations, preferences
and relative, participating, optional or other special rights,
and qualifications, limitations or restrictions thereof, as shall
be fixed by the Board of Directors pursuant to authority hereby
expressly granted to it, and as shall be stated and expressed in
the resolution or resolutions providing for the issue of such
stock adopted by the Board of Directors pursuant to authority
expressly vested in it by these provisions.
B. Any Preferred Stock or series thereof may be made
subject to redemption at such time or times and at such price or
prices as shall be stated and expressed in the resolution or
resolutions providing for the issue of such stock adopted by the
Board of Directors as hereinabove provided.
C. The holders of Preferred Stock or of any series
thereof shall be entitled to receive dividends at such rates, on
such conditions and at such times as shall be stated and
expressed in the resolution or resolutions providing for the
issue of such stock adopted by the Board of Directors as
hereinabove provided, payable in preference to, or in such
relation to, the dividends payable on any other class or classes
of stock, or cumulative or noncumulative as shall be so stated
and expressed.
D. The holders of Preferred Stock or of any class or
of any series thereof, shall be entitled to such rights upon the
dissolution of, or upon any distribution of the assets of, the
Corporation as shall be stated and expressed in the resolution or
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resolutions providing for the issue of such stock adopted by the
Board of Directors as hereinabove provided.
E. Subject to Section 2A(iii) of this Article Four,
any Preferred Stock of any class or of any series thereof may be
made convertible into, or exchangeable for, shares of any other
class or classes or of any other series of the same or of any
other class or classes of stock of the Corporation, or shares of
any class or series of stock of any other Corporation, at such
price or prices or at such rates of exchange and with such
adjustments as shall be stated and expressed or provided for the
issue of such stock adopted by the Board of Directors as herein-
above provided.
Section 4. Issuance of Common Stock, Class B Stock and
Preferred Stock. The Board of Directors of the Corporation may
from time to time authorize by resolution the issuance of any or
all shares of the Common Stock, the Preferred Stock and, subject
to Section 2A(iii) of this Article Four, the Class B Stock,
herein authorized in accordance with the terms and conditions set
forth in this Amended and Restated Certificate or Incorporation
for such purposes, in such amounts, to such persons, corpo-
rations, or entities, for such consideration, and in the case of
the Preferred Stock, in one or more series, all as the Board of
Directors in its discretion may determine and without any vote or
other action by the shareholders, except as otherwise required by
law. Except for the payment of one stock dividend to holders of
Common Stock within 120 days of the effective date of this
amendment (which 120-day period may be extended by the Board of
Directors), at any time shares of Class B Stock are outstanding,
the Board of Directors may not issue shares of Common Stock in
the form of a distribution or distributions pursuant to a stock
dividend or split-up, division or combination of the shares of
Common Stock except where such shares are issuable both (i) only
to the holders of the then outstanding shares of Common Stock and
(ii) only in conjunction with and in the same ratio as a stock
dividend or split-up, division or combination of the shares of
Class B Stock.
NINTH: Every person (and the heirs, executors and
administrators of such person) who is or was a director, officer,
employee or agent of the Corporation 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 Corporation shall be indemnified by the
Corporation 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, investiga-
tion 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
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<PAGE> 135
threatened either by or in the right of the Corporation 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 jurisdic-
tion or, in the absence of such a determination, in the judgment
of a majority of a quorum of the Board of Directors of the
Corporation (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 action,
such person acted in good faith in what he reasonably believed to
be the best interest of the Corporation and was not adjudged
liable to the Corporation 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
Corporation 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 Corporation or such other company or any stock-
holder 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
interests 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 other-
wise, 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 Corporation
against the judgments, settlements, payments, fines, penalties
and other costs and expenses attributable to such part of such
action.
The directors may authorize the advancement of such
amounts necessary to cover the reasonable costs and expenses
incurred by any director, officer or employee in connection with
the action, suit, proceeding, investigation or claim prior to
final disposition thereof to the extent permitted under Delaware
law.
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The foregoing rights of indemnification and advancement
of expenses shall be in addition to any rights to which any such
director, officer, employee, or agent may otherwise be entitled
under the Certificate of Incorporation, any agreement or vote of
stockholders or at law or in equity or otherwise.
No director shall have any personal liability to the
Corporation or its stockholders for any monetary damages for
breach of fiduciary duty as a director, except that this Article
shall not eliminate or limit the liability of each director
(i) for any breach of such director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which
such director derived an improper personal benefit. This Article
shall not eliminate or limit the liability of such director for
any act or omission occurring prior to the date when this Article
becomes effective.
3. The amendment of the Restated Certificate of
Incorporation herein certified has been duly adopted in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
Signed and attested to on January 14, 1987.
/s/ Robert A. Freece
---------------------------------------
Robert A. Freece,
Vice President
Attest:
/s/ William J. Spires
------------------------
William J. Spires,
Secretary
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<PAGE> 137
State of Delaware
Office of the Secretary of State
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF AMENDMENT OF "VISHAY INTERTECHNOLOGY, INC.",
FILED IN THIS OFFICE ON THE SEVENTH DAY OF DECEMBER, A.D. 1988,
AT 10 O'CLOCK A.M.
/s/ William T. Quillen
SEAL --------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 7067571
DATE: 03-24-94
<PAGE>
<PAGE> 138
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
VISHAY INTERTECHNOLOGY, INC.
______________________________________
It is hereby certified that:
1. The name of the corporation (hereinafter called
the "Corporation") is Vishay Intertechnology, Inc.
2. The Restated Certificate of Incorporation of the
Corporation, as amended, is hereby further amended by striking
out the first section of Article Fourth thereof and by
substituting the following section in lieu thereof:
FOURTH: Section 1. Classes and Number
of Shares. The total number of shares of all
classes of stock which the Corporation shall
have authority to issue is 41,000,000 shares.
The classes and the aggregate number of
shares of stock of each class which the
Corporation shall have authority to issue are
as follows:
(i) 25,000,000 shares of Common Stock,
$0.10 par value per share (hereinafter the
"Common Stock");
(ii) 15,000,000 shares of Class B Common
Stock, $0.10 par value per share (hereinafter
the "Class B Stock"); and
(iii) 1,000,000 shares of Preferred
Stock, $1.00 par value per share, with such
rights, privileges, restrictions and
preferences as the Board of Directors may
authorize from time to time (hereinafter the
"Preferred Stock").
3. The Amendment of the Restated Certificate of
Incorporation, as amended, herein certified has been duly adopted
in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
<PAGE>
<PAGE> 139
Signed and attested to on November 30, 1988.
/s/ Robert A. Freece
---------------------------------------
Robert A. Freece
Vice President
Attest:
/s/ William J. Spires
---------------------------
William J. Spires
Secretary
<PAGE>
<PAGE> 140
State of Delaware
Office of the Secretary of State
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF AMEMNDMENT OF "VISHAY INTERTECHNOLOGY, INC.",
FILED IN THIS OFFICE ON THE NINETEENTH DAY OF MAY, A.D. 1993,
AT 9 O'CLOCK A.M.
/s/ William T. Quillen
SEAL --------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 7067570
DATE: 03-24-94
<PAGE>
<PAGE>
<PAGE> 141
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE
OF INCORPORATION
OF
VISHAY INTERTECHNOLOGY, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the
"Corporation") is Vishay Intertechnology, Inc.
2. The Restated Certificate of Incorporation of the
Corporation, as amended, is hereby further amended by striking
out the first paragraph of Article Fourth thereof and by
substituting in lieu of said paragraph of said Article the
following new paragraph:
"FOURTH: Section 1. Classes and Number of
Shares. The total number of shares of all
classes of stock which the Corporation shall
have authority to issue is 51,000,000 shares.
The classes and the aggregate number of
shares of stock of each class which the
Corporation shall have authority to issue are
as follows:
(i) 35,000,000 shares of Common
Stock, $0.10 par value per share (hereinafter
the "Common Stock");
(ii) 15,000,000 shares of Class B
Common Stock, $0.10 par value per share
(hereinafter the "Class B Stock"); and
(iii) 1,000,000 shares of Preferred
Stock, $1.00 par value per share, with such
rights, privileges, restrictions and
preferences as the Board of Directors may
authorize from time to time (hereinafter the
"Preferred Stock").
<PAGE>
<PAGE> 142
3. The amendment of the Restated Certificate of
Incorporation, as amended, herein certified has been duly adopted
in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
Signed and attested to on May 18, 1993.
/s/Robert A. Freece
--------------------------------------
Robert A. Freece
Vice President
Attest:
/s/ William J. Spires
----------------------
William J. Spires
Secretary
<PAGE>
<PAGE>
<PAGE> 143
EXHIBIT 3.2
AMENDMENT NO. 1
TO THE
AMENDED AND RESTATED BY-LAWS
OF
VISHAY INTERTECHNOLOGY, INC.
(a Delaware Corporation)
Pursuant to Article II.2 of the Amended and Restated
By-laws of Vishay Intertechnology, Inc. (the "By-laws"), the By-
laws are hereby amended as follows:
The second sentence of Article II.2 is hereby amended
to read in its entirety as follows:
"The number of directors constituting the whole board
shall not be less than three nor more than twelve,
except that where all the shares of stock of the
corporation are owned beneficially and of record by
less than three stockholders, the number of directors
may be less than three but not less than the number of
such stockholders."
In all other respects, the By-laws shall remain
unchanged.
<PAGE>
<PAGE>
<PAGE>
<PAGE> 144
EXHIBIT 3.2
AMENDED AND RESTATED
BY-LAWS
OF
VISHAY INTERTECHNOLOGY, INC.
(A Delaware Corporation)
__________________
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Every holder of
stock in the corporation shall be entitled to have a certificate
signed by, or in the name of, the corporation by the Chairman or
Vice-Chairman of the Board of Directors, if any, or by the
President or a Vice-President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of
the corporation certifying the number of shares owned by him in
the corporation. If such certificate is countersigned by a
transfer agent other than the corporation or its employee, or by
a registrar other than the corporation or its employee, any other
signature on the certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent, or registrar before
such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer, transfer agent,
or registrar at the date of issue.
Whenever the corporation shall be authorized to issue
more than one class of stock or more than one series of any class
of stock and whenever the corporation shall issue any shares of
its stock as partly paid stock, the certificates representing
shares of any such class or series or of any such partly paid
stock shall set forth thereon the statements prescribed by the
General Corporation Law. Any restrictions on the transfer or
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<PAGE> 145
registration of transfer of any shares of stock of any class or
series shall be noted conspicuously on the certificate
representing such shares.
The corporation may issue a new certificate of stock in
place of any certificate theretofore issued by it, alleged to
have been lost, stolen, or destroyed, and the Board of Directors
may require the owner of any lost, stolen, or destroyed
certificate, or his legal representative, to give the corporation
a bond sufficient to indemnity the corporation against any claim
that may be made against it on account of the alleged loss,
theft, or destruction of any such certificate or the issuance of
any such new certificate.
2. FRACTIONAL SHARE INTERESTS. The corporation may,
but shall not be required to, issue fractions of a share. In
lieu thereof it shall either pay in cash the fair value of
fractions of a share, as determined by the Board of Directors, to
those entitled thereto or issue scrip or fractional warrants in
registered or bearer form over the manual or facsimile signature
of an officer of the corporation or of its agent, exchangeable as
therein provided for full shares, but such scrip or fractional
warrants shall not entitle the holder to any rights or a
shareholder except as therein provided. Such scrip or fractional
warrants may be issued subject to the condition that the same
shall become void if not exchanged for certificates representing
full shares of stock before a specified date, or subject to the
condition that the shares of stock for which such scrip or
fractional warrants are exchangeable may be sold by the
corporation and the proceeds thereof distributed to the holders
of such scrip or fractional warrants, or subject to any other
conditions which the Board of Directors may determine.
3. STOCK TRANSFERS. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of
stock, if any, transfers or registration of transfers of shares
of stock of the corporation shall be made only on the stock
ledger of the corporation by the registered holder thereof, or by
his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation or with
a transfer agent or a registrar, if any, and on surrender of the
certificate or certificates for such shares of stock properly
endorsed and the payment of all taxes due thereon.
4. RECORD DATE FOR STOCKHOLDERS. For the purpose of
determining the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to
express consent to or dissent from any corporate action in
writing without a meeting, or for the purpose of determining
stockholders entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to
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<PAGE> 146
exercise any rights in respect of any change, conversion, or
exchange of stock, or for the purpose of any other lawful action,
the directors may fix, in advance, a date as the record date for
any such determination of stockholders. Such date shall not be
more than sixty days nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action.
If no record date is fixed, the record date for the determination
of stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the
day on which the meeting is held; the record date for determining
stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the
resolution relating thereto. When a determination of
stockholders of record entitled to notice or to vote at any
meeting of stockholders has been made as provided in this
paragraph, such determination shall apply to any adjournment
thereof; provided, however, that the Board of Directors may fix a
new record date for the adjourned meeting.
5. MEANING OF CERTAIN TERMS. As used herein in
respect of the right to notice of a meeting of stockholders or a
waiver thereof or to participate or vote thereat or to consent or
dissent in writing in lieu of a meeting, as the case may be, the
term "share" or "shares" or "share of stock" or "shares of stock"
or "stockholder" or "stockholders" refers to an outstanding share
of shares of stock and to a holder or holders of record of
outstanding shares of stock when the corporation is authorized to
issue only one class of shares of stock, and said reference is
also intended to include any outstanding share or shares of stock
and any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the certificate of
incorporation confers such rights where there are two or more
classes or series of shares of stock or upon which or upon whom
the General Corporation Law confers such rights notwithstanding
that the certificate of incorporation may provide for more than
one class or series of shares of stock, one or more of which are
limited or denied such rights thereunder; provided, however, that
no such right shall vest in the event of an increase or a
decrease in the authorized number of shares of stock of any class
or series which is otherwise denied voting rights under the
provisions of the certificate of incorporation, including any
Preferred Stock which is denied voting rights under the
provisions of the resolution or resolutions adopted by the Board
of Directors with respect to the issuance thereof.
6. STOCKHOLDERS MEETINGS.
- TIME. The annual meeting shall be held on the
date and at the time fixed, from time to time, by the directors,
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<PAGE> 147
provided, that the first annual meeting shall be held on a date
within thirteen months after the organization of the corporation,
and each successive annual meeting shall be held on a date within
thirteen months after the date of the preceding annual meeting.
A special meeting shall be held on the date and at the time fixed
by the directors.
- PLACE. Annual meetings and special meetings
shall be held at such place, within or without the State of
Delaware, as the directors may, from time to time, fix. Whenever
the directors shall fail to fix such place, the meeting shall be
held at the registered office of the corporation in the State of
Delaware.
- CALL. Annual meetings and special meetings may
be called by the directors or by any officer instructed by the
directors to call the meeting.
- NOTICE OR WAIVER OF NOTICE. Written notice of
all meetings shall be given, stating the place, date and hour of
the meeting. The notice of an annual meeting shall state that
the meeting is called for the election of directors and for the
transaction of other business which may properly come before the
meeting, and shall (if any other action which could be taken at a
special meeting is to be taken at such annual meeting), state
such other action or actions as are known at the time of such
notice. The notice of a special meeting shall in all instances
state the purpose or purposes for which the meeting is called.
If any action is proposed to be taken which would, if taken,
entitle stockholders to receive payment for their shares of
stock, the notice shall include a statement of that purpose and
to that effect. Except as otherwise provided by the General
Corporation Law, a copy of the notice of any meeting shall be
given, personally or by mail, not less than ten days nor more
than sixty days before the date of the meeting, unless the lapse
of the prescribed period of time shall have been waived, and
directed to each stockholder at his record address or at such
other address which he may have furnished for such purpose in
writing to the Secretary of the corporation. Notice by mail
shall be deemed to be given when deposited, with postage thereon
prepaid, in the United States mail. If a meeting is adjourned to
another time, not more than thirty days hence, and/or to another
place, and if an announcement of the adjourned time and/or place
is made at the meeting, it shall not be necessary to give notice
of the adjourned meeting unless the directors, after adjournment,
fix a new record date for the adjourned meeting. Notice need not
be given to any stockholder who submits a written waiver of
notice by him before or after the time stated therein.
Attendance of a person at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the
stockholder attends a meeting for the express purpose of
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<PAGE> 148
objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders
need be specified in any written waiver of notice.
- STOCKHOLDER LIST. There shall be prepared and
made, at least ten days before every meeting of stockholders, a
complete list of the stockholders, arranged in alphabetical
order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours,
for a period of at least ten days prior to the meeting either at
a place within the city or other municipality or community where
the meeting is to be held, which place shall be specified in the
notice of the meting, or if not so specified, at the place where
the meeting is to be held. The list shall also be produced and
kept at the time and place where the meeting is to be held. The
list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by
any stockholder who is present. The stock ledger shall be the
only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by this section or the books
of the corporation, or to vote at any meeting of stockholders.
- CONDUCT OF MEETING. Meetings of the
stockholders shall be presided over by one of the following
officers in the order of seniority and if present and acting --
the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, a Vice-President, a chairman for
the meeting chosen by the Board of Directors, or, if none of the
foregoing is in office and present and acting, by a chairman to
be chosen by the stockholders. The Secretary of the corporation,
or in his absence, an Assistant Secretary, shall act as secretary
of every meeting, but if neither the Secretary nor an Assistant
Secretary is present the Chairman for the meeting shall appoint a
secretary of the meeting.
- PROXY REPRESENTATION. Every stockholder may
authorize another person or persons to act for him by proxy in
all matters in which a stockholder is entitled to participate,
whether by waiving notice of any meeting, voting or participat-
ing at a meeting, or expressing consent or dissent without a
meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after
three years from its date unless such proxy provides for a longer
period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and, if, and only as long as, it is
coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of
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<PAGE> 149
whether the interest with which it is coupled is an interest in
the stock itself or an interest in the corporation generally.
- INSPECTORS AND JUDGES. The directors, in
advance of any meeting, may, but need not, appoint one or more
inspectors of election or judges of the vote, as the case may be,
to act at the meeting or any adjournment thereof. If an
inspector or inspectors or judge or judges are not appointed, the
person presiding at the meeting may, but need not, appoint one or
more inspectors or judges. In case any person who may be
appointed as an inspector or judge fails to appear or act, the
vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding
thereat. Each inspector or judge, if any, before entering upon
the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector or judge at such
meeting with strict impartiality and according to the best of his
ability. The inspectors or judges, if any, shall determine the
number of shares of stock represented at the meeting, the
existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents,
determine the results, and do such acts as are proper to conduct
the election or vote with fairness to all stockholders. On
request of the person presiding at the meeting, the inspector or
inspectors or judge or judges, if any, shall make a report in
writing of any challenge, question or matter determined by him or
them and execute a certificate of any fact found by him or them.
- QUORUM. Except as the General Corporation Law
or these By-Laws may otherwise provide, the holders of a majority
of the outstanding shares of stock entitled to vote shall
constitute a quorum at a meeting of stockholders for the
transaction of any business. The stockholders present may
adjourn the meeting despite the absence of a quorum. When a
quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any shareholders.
- VOTING. Each stockholder entitled to vote in
accordance with the terms of the Certificate of Incorporation and
of these By-Laws, or, with respect to the issuance of Preferred
Stock, in accordance with the terms of a resolution or resolu-
tions of the Board of Directors, shall be entitled to one vote,
in person or by proxy, for each share of stock entitled to vote
held by such stockholder. In the election of directors, a
plurality of the votes cast shall elect. Any other action shall
be authorized by a majority of the votes cast except where the
Certificate of Incorporation or the General Corporation Law
prescribes a different percentage of votes and/or a different
exercise of voting power. In the election of directors, voting
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need not be by ballot. Voting by ballot shall not be required
for any other corporate action except as otherwise provided by
the General Corporation Law.
7. STOCKHOLDER ACTION WITHOUT MEETING. Any action
required to be taken, or any action which may be taken, at any
annual or special meeting of stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by
the holders of the outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to
vote thereon where present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholder who
have not consented in writing.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business of the
corporation shall be managed by the Board of Directors of the
corporation. The use of the phrase "whole board" herein refers
to the total number of directors which the corporation would have
if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. A director need not be
a stockholder, a citizen of the United States, or a resident of
the State of Delaware. The number of directors constituting the
whole board shall be not less than three nor more than ten,
except that, where all the shares of stock of the corporation are
owned beneficially and of record by less than three stockholders,
the number of directors may be less than three but not less than
the number of such stockholders. Subject to the foregoing
limitation and except for the first Board of Directors, such
number may be fixed from time to time by action of the stock-
holders or of the directors, or, if the number is not fixed, the
number shall be three. The number of directors may be increased
or decreased by action of the stockholders or the directors.
3. ELECTION AND TERM. Any director may resign at any
time upon written notice to the corporation. Directors who are
elected at an annual meeting of stockholders, and directors who
are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of
stockholders and until their successors have been elected and
qualified or until their earlier resignation or removal. In the
interim between annual meetings of stockholder or of special
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meetings of stockholder called for the election of directors
and/or for the removal of one or more directors and for the
filing of any vacancies in the Board of Directors, including
vacancies resulting from the removal of directors for cause or
without cause, any vacancy in the Board of Directors may be
filled by the vote of a majority of the remaining directors then
in office, although less than a quorum, or by the sole remaining
director.
4. MEETINGS.
- TIME. Meetings shall be held at such time as
the Board shall fix.
- FIRST MEETING. The first meeting of each newly
elected Board may be held immediately after each annual meeting
of the stockholders at the same place at which the meeting is
held, and no notice of such meeting shall be necessary to the
meeting, provided a quorum shall be present. In the event such
meeting is not so held immediately after the annual meeting of
the stockholders, it may be held at such time and place as shall
be specified in the notice given as hereinafter provided for
special meetings of the Board of Directors, or at such time and
place as shall be fixed by the consent in writing of all of the
Directors.
- PLACE. Meetings, both regular and special,
shall be held at such place within or without the State of
Delaware as shall be fixed by the Board.
- CALL. No call shall be required for regular
meetings for which the time and place have been fixed. Special
meetings may be called by or at the direction of the Chairman of
the Board, if any, the Vice-Chairman of the Board, if any, or the
President, or of a majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No
notice shall be required for regular meetings for which the time
and place have been fixed. Written, oral or any other mode of
notice of the time and place shall be given for special meetings
in sufficient time for the convenient assembly of the directors
thereat. The notice of any meeting need not specify the purpose
of the meeting. Any requirement of furnishing a notice shall be
waived by any director who signs a written waiver of such notice
before or after the time stated therein.
Attendance of a Director at a meeting of the Board
shall constitute a waiver of notice of such meeting, except when
the Director attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of
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any business because the meeting is not lawfully called or
convened.
- QUORUM AND ACTION. A majority of the whole
Board shall constitute a quorum except when a vacancy or
vacancies prevents such majority, whereupon a majority of the
directors in office shall constitute a quorum, provided that such
majority shall constitute at least one-third (1/3) of the whole
Board. Any director may participate in a meeting of the Board by
means of a conference telephone or similar communications
equipment by means of which all directors participating in the
meeting can hear each other, and such participation in a meeting
of the Board shall constitute presence in person at such meeting.
A majority of the directors present, whether or not a quorum is
present, may adjourn a meeting to another time and place. Except
as otherwise provided, and except as otherwise provided by the
General Corporation Law, the act of the Board shall be the act by
vote of a majority of the directors present at a meeting, a
quorum being present. The quorum and voting provisions herein
stated shall not be construed as conflicting with any provisions
of the General Corporation Law and these By-Laws which govern a
meeting of directors held to fill vacancies and newly created
directorships in the Board.
- CHAIRMAN OF THE MEETING. The Chairman of the
Board, if any and if present and acting, shall preside at all
meetings. Otherwise, the Vice-Chairman of the Board, if any and
if present and acting, or the President, if present and acting,
or any other director chosen by the Board, shall preside.
5. REMOVAL OF DIRECTORS. Any or all of the directors
may be removed for cause or without cause by the stockholders.
One or more of the directors may be removed for cause by the
Board of Directors.
6. COMMITTEES. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one
or more committees of the whole Board, designate one or more
committees, each committee to consist of two or more of the
directors of the corporation. The Board may designate one or
more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise the powers
of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it. In
the absence or disqualification of any member of any such
committee or committees, the member or members thereof present at
any meeting and not disqualified from voting, whether or not he
or they constitute a quorum, may unanimously appoint another
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<PAGE> 153
member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.
7. ACTION IN WRITING. Any action required or
permitted to be taken at any meeting of the Board of Directors or
any committee thereof may be taken without a meeting if all
members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.
ARTICLE III
OFFICERS
1. EXECUTIVE OFFICERS. The directors may elect or
appoint a Chairman of the Board of Directors, a President, one or
more Vice Presidents (one or more of whom may be denominated
"Executive Vice President" or "Senior Vice President"), a
Secretary, one or more Assistant Secretaries, a Treasurer, one or
more Assistant Treasurers, and such other officers as they may
determine. Any number of offices may be held by the same person.
2. TERM OF OFFICE; REMOVAL. Unless otherwise
provided in the resolution of election or appointment, each
officer shall hold office until the meeting of the Board of
Directors following the next meeting of shareholders and until
his successor has been elected and qualified. The Board of
Directors may remove any officer for cause or without cause.
3. AUTHORITY AND DUTIES. All officers, as between
themselves and the corporation, shall have such authority and
perform such duties in the management of the corporation as may
be provided in these By-Laws, or, to the extent not so provided,
by the Board of Directors.
4. THE CHAIRMAN OF THE BOARD OF DIRECTORS. The
Chairman of the Board of Directors, if present and acting, shall
preside at all meetings of the Board of Directors; otherwise, the
President, if present, shall preside, or if the President does
not so preside, any other Director chosen by the Board shall
preside.
5. THE PRESIDENT. The President shall be the chief
executive officer of the corporation.
6. VICE PRESIDENT. Any Vice President that may have
been appointed, in the absence or disability of the President,
shall perform the duties and exercise the powers of the
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<PAGE> 154
President, in the order of their seniority, and shall perform
such other duties as the Board of Directors shall prescribe.
7. THE SECRETARY. The Secretary shall keep in safe
custody the seal of the corporation and affix it to any
instrument when authorized by the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of
Directors.
8. THE TREASURER. The Treasurer shall have the care
and custody of the corporate funds, and other valuable effects,
including securities, and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the
corporation and shall deposit all monies and other valuable
effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors. The
Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disburse-
ments, and shall render to the President and directors, at the
regular meetings of the Board, or whenever they may require it,
an account of all his transactions as Treasure and of the
financial condition of the corporation. If required by the Board
of Directors, the Treasurer shall give the corporation a bond for
such term, in such sum and with such surety or sureties as shall
be satisfactory to the Board for the faithful performance of the
duties of his office and for the restoration to the corporation,
in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging
to the corporation.
ARTICLE IV
CORPORATE SEAL
AND
CORPORATE BOOKS
The corporate seal shall be in such form as the Board
of Directors shall prescribe.
The books of the corporation may be kept within or
without the State of Delaware, at such place or places as the
Board of Directors may, from time to time, determine.
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ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and
shall be subject to change, by the Board of Directors.
ARTICLE VI
CONTROL OVER BY-LAWS
The power to amend, alter and repeal these By-Laws and
to adopt new By-Laws shall be vested in the Board of Directors;
provided, that the Board of Directors may delegate such power, in
whole or in part, to the stockholders; and provided, further,
that any By-Law, other than an initial By-Law, which provides for
the election of directors by classes for staggered terms shall be
adopted by the stockholders.
<PAGE>
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<PAGE> 156
EXHIBIT 10.1
Performance-Based Compensation Plan for Chief Executive Officer
of Vishay Intertechnology, Inc.
The following is a summary description of the Performance-
Based Compensation Plan for the Chief Executive Officer of Vishay
Intertechnology, Inc. (the "Company"), which was approved by the
Compensation Committee of the Board of Directors of the Company
on February 25, 1994.
Background
The plan was adopted to allow the Chief Executive Officer's
compensation above $1 million to be deductible under Section 162(m) of
the Internal Revenue Code, to the extent that it is "performance
based". The plan must be approved by the Board of Directors
(excluding the Chief Executive Officer) and by the holders of a
majority of the issued and outstanding shares of Common Stock of
the Company present in person or by proxy and voting thereon at
the next Annual Meeting.
Material Plan Terms
The material features of the plan are as follows:
* Prior to the start of each fiscal year (unless
applicable regulations permit determination at a later
date), the Compensation Committee will establish
performance targets applicable to the Chief Executive
Officer, which targets shall be linked exclusively to
after-tax profits of the Company.
* The Chief Executive Officer shall be awarded cash
bonuses under this plan if these certain performance
targets are met.
* The amount of the bonus, if any, each year shall be
determined under parameters preset by the Committee,
including:
a. a threshold of after-tax profits above which a
performance bonus shall be granted,
d. specified ranges of after-tax profits above the
threshold and the bonus to be awarded for each
range, calculated as a percentage of after-tax
profits;
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c. a threshold of after-tax profits below which the
Chief Executive Officer's base salary will be
reduced by a specified percentage;
e. a ceiling level of after-tax profits above which
no additional performance-based bonus will be
awarded.
Criteria for Selecting Parameters:
In selecting the parameters each year, the Compensation
Committee may consider, among others factors, the following:
* the Company's financial performance in view of the
performance of companies similar in size and character;
* the compensation of Chief Executive Officers of
companies similar in size and character;
* the Company's financial performance in comparison to
previous years; and
* the Chief Executive Officer's years of dedication and
service to the Company.
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<PAGE> 158
Application of Plan for 1994 -- an Illustration
Base Salary: $ 600,000
Threshold of after-tax profits above which
a performance-bonus shall be granted: $25,000,000
Ranges of after-tax profits and the bonus to
be awarded, calculated as a % of such
after-tax profits:
a. $25 million to $50 million 3%
b. $50 million to $75 million 1%
Threshold above which no additional
bonus is granted: $75,000,000
Threshold below which portion of
base salary to be rescinded: $21,000,000
Possible reduction of base salary: 15%
For example, if in 1994 the Company earns $62 million in after-
tax profits, the Chief Executive Officer shall earn $1,470,000:
base: $ 600,000
3% of $25 million: 750,000
1% of $12 million: 120,000
----------
TOTAL: $1,470,000
==========
Maximum Bonus Opportunity:
The bonus the Chief Executive Officer may receive in respect
of any fiscal year shall not exceed 3% of after-tax profits above
$25 million.
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Duration of Plan
If the Plan is approved by the Board of Directors and the
stockholders, it may remain in effect without further stockholder
approval until the annual meeting of stockholders in 1999, unless
materially amended prior to such meeting.
<PAGE>
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<PAGE> 160
Exhibit 11
Vishay Intertechnology, Inc.
Statement Regarding Computation of
Per Share Earnings
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
PRIMARY AND FULLY DILUTED Year Ended December 31
EARNINGS PER SHARE: 1993 1992 1991
--------------------------------------------
<S> <C> <C> <C>
Weighted average number of common
shares outstanding 21,228 17,269 16,649
Effect of assumed conversion of convertible
subordinated debentures 2,097
--------------------------------------------
Total 21,228 19,366 16,649
============================================
Earnings before cumulative effect
of accounting change $42,648 $30,413 $20,890
Cumulative effect of accounting
change for income taxes 1,427
--------------------------------------------
Net Earnings 44,075 30,413 20,890
Add interest on convertible subordinated
debentures, net of income tax effect 2,721
--------------------------------------------
Total $44,075 $33,134 $20,890
============================================
Earnings per share:
Before cumulative effect of
accounting change $2.01 $1.71 $1.25
Accounting change for income taxes $0.07
--------------------------------------------
Net earnings per share $2.08 $1.71 $1.25
============================================
</TABLE>
<PAGE>
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<PAGE> 161
Exhibit 22
COMPANY SUBSIDIARIES
(As of March 25, 1994)
Percent of
Name Jurisdiction Ownership
- - - ---- ------------ ----------
Vishay Micromesures SA France 100%
Nippon Vishay, K.K. Japan 100%
Vishay F.S.C., Inc. U.S. Virgin 100%
Islands
VSH Holdings, Inc. Delaware 100%
Roederstein Electronics, Inc. Delaware 100%
Measurements Group, Inc. Delaware 100%
Measurements Group GmbH Germany 100%
Grupo Da Medidas Iberica S.L. Spain 100%
Vishay Israel Limited Israel 90%
Vishay Israel North Ltd. Israel 100%
Z.T.R. Electronics Ltd. Israel 100%
Vishay International Trade Ltd. Israel 100%
Dale Israel Electronics Israel 100%
Industries, Ltd.
Draloric Israel Ltd. Israel 100%
V.I.E.C. Ltd. Israel 100%
Vilna Equities Holding, B.V. Netherlands 100%
Visra Electronics Netherlands 100%
Financing B.V.
Measurements Group (UK) Ltd. U.K. 100%
Vishay Beteiligungs GmbH Germany 79.90% by Vishay
Israel
7.56% by Vishay
9.01% by Vilna
3.53% by Dale
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<PAGE> 162
Percent of
Name Jurisdiction Ownership
- - - ---- ------------ ----------
Draloric Electronics, GmbH Germany 100%
Roederstein GmbH Germany 100%
Roederstein-Produktionsgesell- Germany 100%
schaft GmbH
Roederstein Electronics Portugal 95%
Portugal Lda.
Roederstein Bauelemente Germany 51%
Vertrieb GmbH
Roederstein Bauelemente Germany 75%
Vertrieb GmbH
Roederstein Bauelemente Germany 70%
Vertrieb GmbH
Roederstein Bauelemente Switzerland 100%
Vertrieb A.G.
Roederstein Vertrieb elektro- Austria 70%
nischer Bauelemente & Co.
Roederstein Vertrieb elektro- Austria 77.78%
nischer Bauelemente Ges. mbH
Klevestav-Roederstein Festi- Sweden 50%
gheter AB
Djie Roederstein Electronische Netherlands 40%
Onderdelen B.V.
N.V. Roederstein Electronics Belgium 48%
Components S.A.
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%
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<PAGE> 163
Percent of
Name Jurisdiction Ownership
- - - ---- ------------ ----------
Roederstein-Hilfe-GmbH Germany l00%
Draloric Electronic SPOL S RO Czech Republic 100%
Sfernice S.A. France 99.8%
Roederstein-Electronique France 97.94%
France S.A.R.L.
Nicolitch S.A. France 100%
Gravures Industrielles France 100%
Mulhousiennes S.A.
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 (UK) Ltd. U.K. 100%
Steatite-Roederstein, Ltd. England 100%
Grued Corp. Delaware 100%
Con-Gro, Corp. Delaware 100%
Gro-Con, Inc. Delaware 100%
Angstrohm Delaware 100%
Precision, Inc.
Angstrohm Delaware 100%
Holdings, Inc.
Alma Components Ltd. Guernsey 100%
Vishay Resistor Products (UK) Ltd. U.K. 100%
Heavybarter, Unlimited U.K. 100%
Vishay-Mann Limited U.K. 100%
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<PAGE> 164
Percent of
Name Jurisdiction Ownership
- - - ---- ------------ ----------
Dale Holdings, Inc. Delaware 100%
Dale Electronics, Inc. Delaware 100%
Componentes Dale de Mexico 100%
Mexico S.A. de C.V.
Electronica Dale de Mexico 100%
Mexico S.A. de C.V.
Vishay Electronic Components Singapore 100%
Asia Pte., Ltd.
Jeffers Electronics, Inc. Delaware 100%
Jefel de Mexico S.A. Mexico 100%
de C.V.
Nytron Inductors, Inc. South Carolina 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 Palm Beach, Inc. Delaware 100%
Sprague North Adams, Inc. Massachusetts 100%
Sprague Sanford, Inc. Maine 100%
Vishay Sprague, Inc. Delaware 100%
Sprague Asia, Ltd. Hong Kong 100%
Sprague France S.A. France 100%
Vishay Sprague Canada Canada 100%
Holdings, Inc.
Sprague Electric of Canada 100%
Canada, Ltd.
______________
Note: Names of Subsidiaries are indented under name of Parent.
<PAGE>
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<PAGE> 165
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statements (Form S-8 No. 33-7850 and No. 33-7851) pertaining to
the 1986 Employee Stock Plan of Vishay Intertechnology, Inc. and
the 1986 Employee Stock Plan of Dale Electronics, Inc. and in the
related Prospectuses 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
Intertechnoloy, Inc. included in the Annual Report (Form 10-K) for
the year ended December 31, 1993.
/s/ ERNST & YOUNG
Philadelphia, Pennsylvania
March 25, 1994
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