Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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VISHAY INTERTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-1686453
__________________ _______________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
63 Lincoln Highway
Malvern, Pennsylvania
19355-2120
(610) 644-1300
(Address, including zip code, and
telephone number, including area code,
of registrant's Principal Executive Offices)
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VISHAY INTERTECHNOLOGY
1995 Stock Option Plan
(Full title of the plan)
Richard N. Grubb
Chief Financial Officer
Vishay Intertechnology, Inc.
63 Lincoln Highway
Malvern, Pennsylvania 19355
(Name and address of agent for service)
Telephone number, including area code,
of agent for service:
(610) 644-1300
Copies to:
Scott S. Rosenblum, Esq. Avi D. Eden, Esq.
Kramer, Levin, Naftalis, 335 South 16th Street
Nessen, Kamin & Frankel Philadelphia, Pennsylvania 19102
919 Third Avenue
New York, New York 10022
(212) 715-9100
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
Common Stock 526,050 $69.25 (a)$36,428,962.50 $12,561.80
shares
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_________________________________________________________________
(a) Estimated, in accordance with 17 CFR 230.457(c), solely for
the purpose of calculating the registration fee. The
Proposed Maximum Offering Price per Share is based on the
average of the high and low prices reported by The New
York Stock Exchange as of May 19, 1995 which is within five
(5) business days prior to the date of this registration
statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference in this
Registration Statement the following documents:
(a) The Registrant's latest annual report on Form 10-K,
filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), containing
audited financial statements for the Registrant's latest fiscal
year.
(b) All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above.
All documents subsequently filed by the Registrant and
the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Reference is made to Articles NINTH and TENTH of the
Certificate of Incorporation and Article VII of the By-laws of
the Registrant and Section 145 of the General Corporation Law of
the State of Delaware.
Section 145 of the Delaware General Corporation Law
permits indemnification by the Company of every person (and the
heirs, executors and administrators of such person) who is or was
a director, officer, employee or agent of the Company or of any
other company, including another corporation, partnership, joint
venture, trust or other enterprise which such person serves or
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served as such at the request of the Company against all
judgments, payments in settlement (whether or not approved by
court), fines, penalties and other reasonable costs and expenses
(including fees and disbursements of counsel) imposed upon or
incurred by such person in connection with or resulting from any
action, suit, proceeding, investigation or claim, civil,
criminal, administrative, legislative or other (including any
criminal action, suit or proceeding in which such person enters a
plea of guilty or nolo contendere or its equivalent), or any
appeal relating thereto, which is brought or threatened either by
or in the right of the Company or such other company (herein
called a "derivative action") or by any other person,
governmental authority or instrumentality (herein called a
"third-party action") and in which such person is made a party or
is otherwise involved by reason of his being or having been such
director, officer, employee, or agent or by reason of any action
or omission, or alleged action or omission by such person in his
capacity as such director, officer, employee or agent if either
(a) such person is wholly successful, on the merits or otherwise,
in defending such derivative or third-party action or (b) in the
judgment of a court of competent jurisdiction or, in the absence
of such a determination, in the judgment of a majority of a
quorum of the Board of Directors of the Company (which quorum
shall not include any director who is a party to or is otherwise
involved in such action) or, in the absence of such a
disinterested quorum, in the opinion of independent legal counsel
(i) in the case of a derivative action, such person acted in good
faith in what he reasonably believed to be the best interest of
the Company and was not adjudged liable to the Company or such
other company or (ii) in the case of a third-party action, such
person acted in good faith in what he reasonably believed to be
the best interest of the Company or such other company, and, in
addition, in any criminal action, had no reasonable cause to
believe that his action was unlawful; provided that, in the case
of a derivative action, such indemnification shall not be made in
respect of any payment to the Company or to such other company or
any stockholder thereof in satisfaction of judgment or in
settlement unless either (x) a court of competent jurisdiction
has approved such settlement, if any, and the reimbursement of
such payment or (y) if the court in which such action has been
instituted lacks jurisdiction to grant such approval or such
action is settled before the institution of judicial proceedings,
in the opinion of independent legal counsel the applicable
standard of conduct specified in the preceding sentence has been
met, such action was without substantial merit, such settlement
was in the best interest of the Company 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
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judgment of such a court or such quorum of the Board of Directors
or in the opinion of such counsel, has met the applicable
standard of conduct specified in the preceding sentence with
respect to part of such action, he shall be indemnified by the
Company against the judgments, settlements, payments, fines,
penalties and other costs and expenses attributable to such part
of such action.
The Certificate of Incorporation, Certificate of
Amendment of Restated Certificate of Incorporation, Amended and
Restated By-laws and Amendment No. 1 to Amended and Restated
By-laws of the Registrant are filed as Exhibits 3.1 and 3.2 to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993 incorporated herein by reference.
The Registrant has obtained an officers' and directors'
liability insurance policy which will indemnify officers and
directors for losses arising from any claim by reason of a
wrongful act under certain circumstances where the Registrant
does not indemnify such officer or director, and will reimburse
the Registrant for any amounts where the Registrant may by law
indemnify any of its officers or directors in connection with a
claim by reason of wrongful act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
4.01 Certificate of Incorporation of
the Registrant, as amended and
Certificate of Amendment and
Restated Certificate of
Incorporation of the Registrant
dated May 18, 1993 (incorporated
by reference to Exhibit 3.1 to
Registrant's Annual Report on Form
10-K for the fiscal year ended
December 31, 1993 (the "1993 Form
10-K")).
4.02 Amended and Restated By-laws of
the Registrant (incorporated
by reference to Exhibit 3.2
to the Registration Statement on
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Form S-2, Registration No.
33-13833) and Amendment No. 1 to
Amended and Restated By-laws of
the Registrant (incorporated by
reference to the 1993 Form 10-K).
5 Opinion of Kramer, Levin,
Naftalis, Nessen, Kamin & Frankel
regarding legality of securities
being registered (including
consent).
23 Consent of Independent Auditors.
24 Power of Attorney (included on
signature page).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is on Form
S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to
section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration
Statement.
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(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at the time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Company's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on this
25th day of May, 1995.
VISHAY INTERTECHNOLOGY, INC.
By:/s/ Felix Zandman
Name: Felix Zandman
Title: Chairman of the Board,
President,
Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Felix Zandman
and Richard N. Grubb, and each and any one of them, his true and
lawful attorney-in-fact and agent, each acting alone, with full
power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or
all amendments to this registration statement, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully for all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons on May 25, 1995 in the capacities indicated.
Signature Title(s)
/s/ Felix Zandman Chairman of the Board, President,
Felix Zandman Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Richard N. Grubb Vice President, Treasurer,
Richard N. Grubb Chief Financial Officer and
Director
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(Principal Financial and Accounting
Officer)
/s/Donald G. Alfson Director and Vice President,
Donald G. Alfson President of Vishay Electronic
Components, U.S. and Asia
/s/ Avi D. Eden Director
Avi D. Eden
/s/ Robert A. Freece Senior Vice President and Director
Robert A. Freece
/s/ Eliyahu Hurvitz Director
Eliyahu Hurvitz
/s/ Gerald Paul Director
Gerald Paul
/s/ Edward B. Shils Director
Edward B. Shils
/s/ Luella B. Slaner Director
Luella B. Slaner
Director
Mark I. Solomon
/s/ Jean-Claude Tine Director
Jean-Claude Tine
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EXHIBIT INDEX
Sequentially Numbered
Exhibit Number Description Page
4.01 Certificate of Incorporation
of the Registrant, as amended
and Certificate of Amendment
and Restated Certificate of
Incorporation of the Registrant
dated May 18, 1993 (incorporated
by reference to Exhibit 3.1 to
Registrant's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1993 (the
"1993 Form 10-K")).
4.02 Amended and Restated By-laws of
the Registrant (incorporated
by reference to Exhibit
3.2 to the Registration Statement
on Form S-2, Registration No.
33-13833) and Amendment No. 1 to
Amended and Restated By-laws of
the Registrant (incorporated by
reference to the 1993 Form 10-K).
5 Opinion of Kramer, Levin, Naftalis,
Nessen, Kamin & Frankel regarding
legality of securities being
registered (including consent).
23 Consent of Independent Auditors.
24 Power of Attorney (included on
signature page).
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Exhibit 5
KRAMER, LEVIN, NAFTALIS, NESSEN, KAMIN & FRANKEL
9 1 9 T H I R D A V E N U E
NEW YORK, N.Y. 10022 - 3852
(212) 715 - 9100
FAX
(212) 715-8000
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WRITER'S DIRECT NUMBER
(212) 715-9100
May 25, 1995
Vishay Intertechnology, Inc.
63 Lincoln Highway
Malvern, Pennsylvania 19355
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Vishay Intertechnology,
Inc., a Delaware corporation (the "Registrant"), in connection
with the preparation and filing of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission"), with respect to the
registration under the Securities Act of 1933, as amended (the
"Act"), of an aggregate of 526,050 shares (the "Shares") of
common stock, par value $.10 per share (the "Common Stock"), to
be issued pursuant to the Registrant's 1995 Stock Option Plan
(the "Plan").
In connection with the registration of the Shares, we
have reviewed copies of the Registration Statement, the Plan, the
Amended and Restated Certificate of Incorporation and the Amended
and Restated By-laws of the Registrant, and such documents and
records as we have deemed necessary to enable us to express an
opinion on the matters covered hereby.
We have also examined and relied upon representations,
statements, or certificates of public officials and officers and
representatives of the Registrant.
Based upon the foregoing, we are of the opinion that
the Shares covered by the Registration Statement, upon the
granting of the options described in the Plan and upon delivery
of such Shares and payment therefor at the prices and in
accordance with the terms stated in the Plan, will be validly
issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an
exhibit to the Registration Statement. In giving the foregoing
consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission thereunder.
We are delivering this opinion to the Registrant, and
no person other than the Registrant may rely upon it.
Very truly yours,
/s/ Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1995 Stock Option Plan
of Vishay Intertechnology, Inc. of our report dated February 8,
1995 (except for Note 13, as to which the date is March 3, 1995),
with respect to the consolidated financial statements of Vishay
Intertechnology, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1994, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
May 25, 1995
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