As filed with the Securities and Exchange Commission on December 22, 2000
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
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 38-1686453
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
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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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Avi D. Eden
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
(610) 644-1300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
Scott S. Rosenblum, Esq.
Abbe L. Dienstag, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
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<PAGE>
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
|_|
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
(Cover continued on next page)
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PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROSPECTUS SET FORTH HEREIN ALSO RELATES TO SECURITIES REGISTERED PURSUANT TO A
PRIOR REGISTRATION STATEMENT.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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<PAGE>
(Cover continued from previous page)
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CALCULATION OF REGISTRATION FEE
================================================================================
--------------------------------------------------------------------------------
Title of each class of Amount to Proposed Proposed Amount of
securities to be registered be maximum maximum registration
registered offering aggregate fee
price offering
per unit(1) price(1)(2)
--------------------------------------------------------------------------------
Debt Securities(3).....
--------------------------------------------------------------------------------
Common Stock, par value
$0.10 per share (4)(5)
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Total.................. $1,000,000,000 100% $1,000,000,000 $208,321
(6) (6) (7)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as
amended, and exclusive of accrued interest, if any.
(2) Of the $1,000,000,000 of securities being registered hereunder,
pursuant to Rule 429(b) under the Securities Act of 1933, as
amended, an aggregate of $166,717,500 of the securities are being
carried forward from the Registrant's prior registration statement
on Form S-3 (SEC File No. 333-34178).
(3) Subject to note (6) below, there are being registered hereunder an
indeterminate principal amount of debt securities. If any debt
securities are being issued at an original issue discount, then the
offering price shall be in such greater principal amount as shall
result in an aggregate initial offering price not to exceed
$1,000,000,000, less the dollar amount of any securities previously
issued hereunder.
(4) Subject to note (6) below, there are being registered hereunder an
indeterminate number of common shares as may be sold, from time to
time, by the Registrant.
(5) Including such indeterminable number of common shares which may from
time to time be issued upon conversion or exchange of debt
securities registered hereunder, to the extent any of such debt
securities are by their terms convertible into such common shares.
Under Rule 457(i), no fee is payable with respect to such common
shares.
(6) In no event will the aggregate initial offering price of all
securities issued from time to time pursuant to this Registration
Statement exceed $1,000,000,000, or its equivalent if some or all of
the debt securities are denominated in one or more foreign
currencies, foreign currency units or composite currencies. Any
securities
<PAGE>
registered hereunder may be sold separately or as units with other
securities registered hereunder.
(7) The amount of registration fee, calculated in accordance with
Section 6(b) of the Securities Act of 1933, as amended, and Rule
457(o) promulgated thereunder, is .00025 of the maximum aggregate
offering price at which the securities registered pursuant to this
Registration Statement are proposed to be offered.
<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 22, 2000
PROSPECTUS
$1,000,000,000
Vishay Intertechnology, Inc.
Debt Securities
Common Stock
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Vishay Intertechnology, Inc. may offer from time to time:
o unsecured debt securities; and
o common stock.
This prospectus may not be used to sell securities unless accompanied by
a prospectus supplement.
-----------
Investing in debt securities or common stock involves risks that are
described in the "Risk Factors" section beginning on Page 6 of this prospectus.
-----------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
document is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is , 2000.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
In connection with this offering, Vishay has filed with the Securities and
Exchange Commission a registration statement under the Securities Act of 1933,
as amended, relating to the securities. As permitted by the SEC rules, this
document omits certain information included in the registration statement. For a
more complete understanding of the securities and this offering, you should
refer to the registration statement, including its exhibits.
Vishay files annual, quarterly and current reports, proxy statements and
other information with the SEC. Vishay's filings are available to the public
over the Internet at the SEC's web site at http://www.sec.gov. You may also read
and copy any document Vishay files with the SEC at the SEC's public reference
rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
Vishay's common shares are listed on the New York Stock Exchange under the
symbol "VSH". You can obtain information about Vishay from the New York Stock
Exchange at 20 Broad Street, New York, New York 10005.
The SEC allows Vishay to "incorporate by reference" information contained
in documents filed with the SEC, which means that Vishay can disclose important
information to you by referring you to those documents. These incorporated
documents contain important business and financial information about Vishay that
is not included in or delivered with this document. The information incorporated
by reference is considered to be part of this document, and later information
filed with the SEC may update and supersede this information. Vishay
incorporates by reference
o its Annual Report on Form 10-K for the year ended December 31, 1999;
o its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000,
June 30, 2000, and September 30, 2000;
o its Current Report on Form 8-K filed May 24, 2000;
and any future filings made with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the United States Securities Exchange Act of 1934 prior to the end of
the offering of securities under this document.
You may request a copy of these filings at no cost, by writing or calling
Vishay at the following address and telephone number:
Vishay Intertechnology, Inc.
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
(610) 644-1300
Attention: Richard N. Grubb
Exhibits to the filings will not be sent, however, unless those exhibits
have specifically been incorporated by reference in this document.
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<PAGE>
You should rely only on the information provided or incorporated by
reference in this document. Vishay has not authorized anyone else to provide you
with different information. You should not assume that the information in this
document is accurate as of any date after the date on the front of this
document.
This document is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any jurisdiction where the offer
or sale is not permitted.
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<PAGE>
TABLE OF CONTENTS
Page
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Where You Can Find More Information..................................... 2
Forward Looking Information............................................. 4
Risk Factors............................................................ 6
Vishay.................................................................. 10
Use of Proceeds......................................................... 11
Ratio of Earnings to Fixed Charges...................................... 11
Description of the Debt Securities...................................... 12
Description of Capital Stock............................................ 21
Plan of Distribution.................................................... 22
Legal Matters........................................................... 23
Experts................................................................. 23
FORWARD LOOKING INFORMATION
Certain statements contained or incorporated by reference in this
document are "forward looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. All forward looking statements involve
risks and uncertainties. In particular, any statement contained in this document
or any document incorporated by reference in this document regarding demand for
the Company's products, future sales, operating margins and efficiencies, the
consummation and benefits of future acquisitions, and product development and
expansion, are subject to known and unknown risks, uncertainties and
contingencies, many of which are beyond the control of Vishay, which may cause
actual results, performance or achievements to differ materially from
anticipated results, performances or achievements. Factors that might affect
such forward looking statements include, among other things:
o a decline in demand for Vishay's products by customers, including OEMs and
distributors,
o backlog cancellations and delivery extensions,
o competitive pressures,
o recessionary trends,
o technology shifts,
o currency fluctuations,
o the application of relevant accounting principles and any changes in such
principles,
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<PAGE>
o changes in laws,
o cancellation of government grants or tax benefits,
o labor unrest,
o factory under-utilization, and
o capacity constraints.
See also "Risk Factors."
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<PAGE>
RISK FACTORS
An investment in the securities offered through this prospectus involves
certain risks. You should carefully consider the following risks, as well as
other information contained elsewhere in this prospectus or incorporated by
reference in this prospectus.
Current Slowdown
The current softness in the electronic component industry may continue and may
become more pronounced.
Vishay and others in the electronic and semi-conductor component industry
have recently experienced softness in product demand, resulting in order
cancellations and deferrals. This softness is attributable to a slowing of
growth in the personal computer and cell phone product markets. This slowdown
may continue and may become more pronounced. In the past, adverse economic
trends that resulted in a slowdown in demand for electronic components
materially and adversely impacted Vishay's results of operations. A decrease in
the current demand for Vishay's products or an increase in supply due to the
expansion of production capacity by Vishay's competitors could cause a
significant drop in average sales prices, which could, in turn, cause a
reduction in Vishay's gross margins and operating profits.
General Business Risks
To remain successful, Vishay must continue to innovate.
Vishay's future operating results are dependent on its ability to
continually develop, introduce and market new and innovative products, to modify
existing products to respond to technological change and to customize certain
products to meet customer requirements. There are numerous risks inherent in
this process, including the risks that Vishay will be unable to anticipate the
direction of technological change or that Vishay will be unable to develop and
market new products and applications in a timely fashion to satisfy customer
demands. If this occurs, Vishay could lose customers and experience adverse
effects on its financial condition and results of operation.
In the past Vishay has grown through acquisition but this may not continue.
Vishay's historic growth in revenues and net earnings has resulted in
large part from its strategy of expansion through acquisitions. However, we
cannot assure you that Vishay will identify or succeed in consummating
transactions with suitable acquisition candidates in the future. From time to
time, when Vishay is in the process of pursuing a strategic acquisition, Vishay
or the acquisition target may feel compelled in order to comply with applicable
law or for other reasons to announce the potential acquisition or Vishay's
desire to enter into a certain market prior to the parties' entering into formal
agreements. If an acquisition is announced and then not consummated, Vishay's
credibility in the financial markets could suffer.
Vishay expects to be substantially debt free at the end of 2000. If
Vishay were to undertake a substantial acquisition for cash, the acquisition
would likely need to be financed in
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<PAGE>
part through bank borrowings or the issuance of public or private debt. This
would decrease Vishay's ratio of earnings to fixed charges and adversely affect
other leverage criteria. We cannot assure you that the necessary acquisition
financing would be available to Vishay when required on acceptable terms.
Vishay's results are sensitive to raw material availability, quality and cost.
Many of Vishay's products require the use of raw materials which are
produced in only a limited number of regions around the world or are available
from only a limited number of suppliers. Vishay's results of operations may be
adversely affected if Vishay has difficulty obtaining these raw materials, the
quality of available raw materials deteriorates or there are significant price
increases for these raw materials.
Vishay is a major consumer of the world's annual production of tantalum,
a material used in the manufacture of tantalum capacitors. There are currently
three major suppliers that process tantalum ore into capacitor grade tantalum
powder. Vishay believes that in the long term there exist sufficient tantalum
ore reserves and a sufficient number of tantalum processors to satisfy demand.
However, in the short term, there may be shortages of tantalum powder which
could lead to increased prices that Vishay may not be able to pass on to its
customers.
Palladium, which is used to produce multi-layer ceramic capacitors, is
currently found primarily in South Africa and Russia. Palladium is a commodity
product that is subject to price volatility. The price of palladium fluctuated
in the range of approximately $127 to $440 per troy ounce during the three years
ended December 31, 1999. Since that time, it has been as high as $945 per troy
ounce, and on December 19, 2000, it was $930 per troy ounce. Vishay believes
that there may be a short-term shortage of palladium, which may affect the cost
of palladium and Vishay's ability to increase production of multi-layer ceramic
capacitors to meet demand. Vishay may be unable to pass on the increased
palladium costs to its customers, which would have an adverse effect on the
margins of those products using this metal.
Vishay's backlog is subject to customer cancellation.
Many of the orders that comprise Vishay's backlog may be canceled by
customers without penalty. Customers may on occasion double and triple order
components from multiple sources to ensure timely delivery when backlog is
particularly long. Therefore, Vishay cannot be certain the amount of its backlog
has not been overstated. Vishay's results of operations could be adversely
impacted if customers were to cancel a material portion of orders in Vishay's
backlog and this produced a significant decrease in demand for Vishay's
products.
Vishay faces intense competition in its business.
Vishay's business is highly competitive worldwide, with low transportation
costs and few import barriers. Vishay competes principally on the basis of
product quality and reliability, availability, customer service, technological
innovation, timely delivery and price. The electronics components industry has
become increasingly concentrated and globalized in recent
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<PAGE>
years and Vishay's major competitors, some of which are larger than Vishay, have
significant financial resources and technological capabilities.
Vishay may not have adequate facilities to satisfy future increases in demand
for its products.
Vishay may have difficulty expanding its manufacturing to satisfy future
increases in demand for its products. Factors which could limit such expansion
include delays in procurement of manufacturing equipment, shortages of skilled
personnel and capacity constraints at Vishay's facilities. If Vishay is unable
to meet its customers' requirements and its competitors sufficiently expand
production, Vishay could lose customers and/or market share. This could have an
adverse effect on Vishay's financial condition and results of operation.
Future changes in Vishay's environmental liability and compliance obligations
may harm Vishay's ability to operate or increase costs.
Vishay's manufacturing operations are subject to environmental laws and
regulations governing air emissions, wastewater discharges, the handling,
disposal and remediation of hazardous substances and certain chemicals used and
generated in Vishay's manufacturing processes, and employee health and safety.
More stringent environmental regulations may be enacted in the future, and
Vishay cannot presently determine the modifications, if any, in Vishay's
operations that any such future regulations might require, or the cost of
compliance with these regulations. In order to resolve liabilities at various
sites, Vishay has entered into various administrative orders and consent
decrees, some of which may, under certain conditions, be reopened or subject to
renegotiation.
International Operations and Sales; Restructuring to Lower Cost Regions
Vishay derives a substantial amount of its revenues from outside the United
States.
Approximately 71% of Vishay's revenues during 1999 were derived from
sales to customers outside the United States. Vishay's operating results could
be adversely affected by currency exchange rate fluctuations, regional
inflation, changes in monetary policy and tariffs, changes in local laws and
regulations in foreign jurisdictions, international trade restrictions,
intergovernmental disputes, local laws that increase labor costs and reduction
or cancellation of government grants, tax benefits or other incentives.
Vishay obtains substantial benefits by operating in Israel, but these benefits
may not continue.
Vishay has increased its operations in Israel over the past several
years. The low tax rates in Israel applicable to earnings of Vishay's operations
in that country, compared to the rates in the U.S., have had the effect of
increasing Vishay's net earnings. In addition, Vishay has taken advantage of
certain incentive programs in Israel, which take the form of grants designed to
increase employment in Israel. Any significant increase in the Israeli tax rates
or reduction or elimination of the Israeli grant programs that have benefited
Vishay could have an adverse impact on Vishay's results of operations. See Note
1 to the Consolidated Financial Statements in
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<PAGE>
Vishay's 1999 Annual Report on Form 10-K incorporated by reference in this
prospectus for a description of Vishay's accounting policy for grants received
by certain subsidiaries from governments outside the United States.
Vishay attempts to improve profitability by operating in countries in which
labor costs are low, but the shift of operations to these regions may entail
considerable expense.
Vishay's strategy is aimed at achieving significant production cost
savings through the transfer and expansion of manufacturing operations to and in
countries with lower production costs, such as Israel, Mexico, Portugal, the
Czech Republic, Taiwan and the People's Republic of China. In this process,
Vishay may experience under-utilization of certain plants and factories in high
labor cost regions and capacity constraints in plants and factories located in
low labor cost regions. This may result initially in production inefficiencies
and higher costs. Such costs include those associated with compensation in
connection with work force reductions and plant closings in the higher labor
cost regions, and start-up expenses, manufacturing and construction delays, and
increased depreciation costs in connection with the initiation or expansion of
production in lower labor cost regions. For example, during 1998, restructuring
costs were particularly high as a result of Vishay's accelerated effort to
streamline operations in response to the continued weakness in the international
electronic components market at the time.
As Vishay implements transfers of certain of its operations it may
experience strikes or other types of labor unrest as a result of lay-offs or
termination of Vishay's employees in high labor cost countries.
The Class B Common Stock
The holders of Class B common stock have voting control of Vishay.
The holders of common stock are entitled to one vote for each share held,
while the holders of Class B common stock are entitled to 10 votes for each
share held. Currently, the holders of the Class B common stock hold 56.8% of the
voting power of Vishay. As a result, the holders of Class B common stock are
able to cause the election of their nominees as directors of Vishay. The holders
of the Class B common stock may also be able to approve other action as
stockholders without obtaining the votes of other stockholders of Vishay.
The existence of the Class B common stock may deprive other stockholders of a
premium value for their shares in a takeover.
The effective control of Vishay by holders of the Class B common stock
may make Vishay less attractive as a target for a takeover proposal. It may also
render more difficult or discourage a merger proposal or proxy contest for the
removal of the incumbent directors, even if such actions were favored by all
stockholders of Vishay other than the holders of the Class B common stock.
Accordingly, this may deprive the holders of common stock of an opportunity they
might otherwise have to sell their shares at a premium over the prevailing
market price in connection with a merger or acquisition of Vishay with or by
another company.
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<PAGE>
VISHAY
Vishay is a leading international manufacturer and supplier of discrete
passive electronic components and discrete active electronic components,
particularly resistors, capacitors, inductors, diodes and transistors. Passive
electronic components and discrete active electronic components are primary
elements of virtually every electronic circuit. Vishay offers its customers
"one-stop" access to one of the most comprehensive electronic component lines of
any manufacturer in the United States or Europe. Vishay manufactures one of the
broadest lines of surface mount devices, a format for electronic components that
has evolved into the standard required by most customers. Vishay also continues
to produce components in the traditional leaded form. Components manufactured by
Vishay are used in virtually all types of electronic products, including those
in the computer, telecommunications, military/aerospace, instrument, automotive,
medical and consumer electronics industries.
Vishay is a Delaware corporation. Its principal executive offices are
located at 63 Lincoln Highway, Malvern, Pennsylvania 19355-2120, and its
telephone number there is (610) 644-1300.
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<PAGE>
USE OF PROCEEDS
Unless otherwise specified in the applicable prospectus supplement,
Vishay intends to use the net proceeds from the sale of the securities to
refinance, in part, existing indebtedness, to finance acquisitions and for
general corporate purposes. Funds not required immediately for such purposes may
be invested temporarily in short-term marketable securities.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges of
Vishay for each of the periods indicated:
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
----------- ---------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2000 1999 1998 1997 1996 1995
---- ---- ---- ---- ---- ----
Ratio of earnings to
fixed charges(1)........... 18.32 3.16 1.72 4.96 4.36 4.67
===== ==== ==== ==== ==== ====
</TABLE>
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(1) For the purpose of determining the ratio of earnings to fixed charges,
earnings consist of income before minority interest, income taxes and fixed
charges, less equity in net income of affiliate. Fixed charges consist of
interest expense, amortization of deferred debt issue costs and the portion of
rent expense representative of interest.
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<PAGE>
DESCRIPTION OF THE DEBT SECURITIES
The debt securities will be issued under an indenture between Vishay and
the trustee under the indenture. The following description is subject to the
detailed provisions of the indenture, a copy of which can be obtained upon
request from Vishay. See "Where You Can Find More Information" on page 2. The
indenture is subject to, and governed by, the Trust Indenture Act of 1939. The
statements made in this section relating to the indenture and to the debt
securities to be issued under the Indenture are summaries and do not purport to
be complete. For a full description of the terms of the debt securities, you
should refer to the indenture, as supplemented by any applicable supplemental
indentures.
The following is a description of the general terms and provisions of the
debt securities set forth in the indenture and which may apply to any series of
debt securities. The particular terms of a series of debt securities and the
extent, if any, to which these general terms do not apply to such debt
securities, will be set forth in a supplemental indenture and described in the
prospectus supplement relating to the particular series of debt securities. See
"Prospectus Supplements" below. Accordingly, for a description of the terms and
provisions of any particular series of debt securities, you must refer to both
this description and the description of such particular series contained in the
applicable prospectus supplement.
General
The debt securities will be direct, unsecured obligations of Vishay and
rank equally with other unsecured obligations of Vishay for money borrowed. The
debt securities will be effectively subordinated to all existing and future
indebtedness and other liabilities of Vishay's subsidiaries. Vishay's rights and
the rights of its creditors, including holders of debt securities, to
participate in any distribution of assets of any subsidiary upon a liquidation
or reorganization or otherwise of such subsidiary will be effectively
subordinated to the claims of the subsidiary's creditors, except to the extent
that Vishay or any of its creditors may itself be a creditor of that subsidiary.
The indenture does not limit other indebtedness or securities which may
be incurred or issued by Vishay or any of its subsidiaries or contain financial
or similar restrictions on Vishay or any of its subsidiaries. There are no
covenants or provisions contained in the indenture which afford the holders of
debt securities protection in the event of a highly leveraged transaction,
reorganization, restructuring, merger or similar transaction involving Vishay.
The consummation of any highly leveraged transaction, reorganization,
restructuring, merger or similar transaction could cause a material decline in
the credit quality of any outstanding debt securities.
Debt securities may be issued either in certificated, fully registered
form, without coupons, or as global notes under a book-entry system. See
"Book-Entry, Delivery and Form" below. Upon receipt of an authentication order
from Vishay together with any other documentation required by the indenture, the
trustee will authenticate debt securities in the form and amount required by the
supplemental indenture relating to the series of debt securities.
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Principal and premium, if any, will be payable, and the debt securities
will be transferable and exchangeable without any service charge, at the office
of the trustee. Vishay may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection with any such transfer or
exchange.
The indenture does not limit the aggregate principal amount of debt
securities which may be issued thereunder.
Prospectus Supplements
The following terms of and information relating to a particular series of
debt securities offered pursuant to this document will be set forth in the
applicable prospectus supplement:
o the title of the debt securities
o the aggregate principal amount of the debt securities
o the date or dates on which principal of, and premium, if any,
on the debt securities is payable
o the rate at which the debt securities shall bear interest, if
any, or the method by which the interest rate will be
determined
o the date or dates from which interest will accrue and on which
interest will be payable and any related record dates any
redemption, repayment or sinking fund provisions
o the terms, if any, upon which the debt securities may be
convertible into or exchanged for securities of any kind of
Vishay or of any other issuer or obligor and the terms and
conditions upon which such conversion or exchange shall be
effected
o the terms, if any, upon which the debt securities may be
subordinated to any other indebtedness of Vishay
o the denominations in which the debt securities will be
issuable
o any applicable material income tax considerations
o if other than the principal amount of the debt securities, the
portion of the principal amount due upon acceleration
o whether the debt securities will be issued in the form of a
global security or securities
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<PAGE>
o any covenants, including any restrictive covenants, of Vishay
with respect to the debt securities provided in an applicable
supplemental indenture
o if applicable, the terms and conditions pursuant to which
Vishay can discharge certain obligations under the indenture
with respect to any series of debt securities by depositing
with the trustee funds in an amount sufficient to pay at
maturity or upon redemption the principal, premium and
interest on such debt securities
o any other specific terms of the debt securities
o if other than the trustee named in the indenture, the identity
of any trustees, paying agents or registrars with respect to
the debt securities
Book-Entry, Delivery and Form
The Global Notes
A series of debt securities may be issued in whole or in part in the form
of one or more global securities under a book-entry system. Each global
security:
o will be deposited with, or on behalf of, The Depository Trust
Company, and registered in the name of Cede & Co., as DTC's
nominee, or
o will remain in the custody of the trustee pursuant to a FAST
Balance Certificate Agreement between DTC and the trustee.
Certain Book-Entry Procedures for the Global Notes
The descriptions of the operations and procedures of DTC set forth below
are provided solely as a matter of convenience. These operations and procedures
are solely within the control of DTC and its participants and are subject to
change by them from time to time. Vishay takes no responsibility for these
operations or procedures, and investors are urged to contact DTC or its
participants directly to discuss these matters.
DTC has advised Vishay that it is:
o a limited purpose trust company organized under the laws of
the State of New York,
o a "banking organization" within the meaning of the New York
Banking Law,
o a member of the Federal Reserve System,
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<PAGE>
o a "clearing corporation" within the meaning of Article 8 of
the Uniform Commercial Code, and
o a "clearing agency" registered pursuant to Section 17A of the
Exchange Act.
DTC was created to hold securities for its participants and facilitates the
clearance and settlement of securities transactions between its participants
through electronic book-entry changes to the accounts of its participants,
thereby eliminating the need for physical transfer and delivery of certificates.
DTC's participants include securities brokers and dealers, banks and trust
companies, clearing corporations and certain other organizations. Access to
DTC's system is also available to indirect participants such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. Investors who
are not participants may beneficially own securities held by or on behalf of DTC
only through DTC participants or indirect participants.
Vishay expects that pursuant to procedures established by DTC:
1. upon the deposit of global notes representing debt securities
with DTC, DTC will credit the accounts of its participants with an
interest in the global notes. The accounts to be credited will be
designated by the underwriters or agents, if any, or by Vishay, if such
debt securities were offered and sold directly by Vishay; and
2. ownership of the debt securities will be shown on, and the
transfer of ownership thereof will be effected only through, records
maintained by DTC, with respect to the interests of its participants, and
the records of DTC's participants and indirect participants, with respect
to the interests of other owners of beneficial interest in the debt
securities.
The laws of some jurisdictions may require that certain purchasers of
securities take physical delivery of such securities in definitive form.
Accordingly, the ability to transfer interests in the debt securities
represented by global notes to such persons may be limited. In addition, because
DTC can act only on behalf of its participants, who in turn act on behalf of
persons who hold interests through a DTC participant, the ability of a person
having an interest in debt securities represented by a global note to pledge or
transfer such interest to persons or entities that do not participate in DTC's
system, or to otherwise take actions in respect of such interest, may be
affected by the lack of a physical definitive security in respect of such
interest.
So long as DTC or its nominee is the registered owner of a global note,
DTC or such nominee, as the case may be, will be considered the sole owner or
holder of the debt securities represented by the global note for all purposes
under the indenture. Except as provided below, owners of beneficial interests in
a global note will not be entitled to have debt securities represented by such
global note registered in their names, will not receive or be entitled to
receive physical delivery of certificated debt securities, and will not be
considered the owners or holders thereof under the indenture for any purpose.
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<PAGE>
Payments with respect to the principal of, and premium, if any, and
interest on, any debt securities represented by a global note registered in the
name of DTC or its nominee on the applicable record date will be payable by the
trustee to or at the direction of DTC or its nominee in its capacity as the
registered holder of the global note representing such debt securities under the
indenture. Under the terms of the indenture, Vishay and the trustee may treat
the persons in whose names the global notes are registered as the owners thereof
for the purpose of receiving payment thereon and for any and all other purposes
whatsoever. Consequently, neither Vishay nor the trustee nor any agent of Vishay
or the trustee has or will have any responsibility or liability for:
o any aspect of DTC's records or any participant's or indirect
participant's records relating to, or payments made on account
of, any beneficial ownership interest in the global notes of
any series, or for maintaining, supervising or reviewing any
of DTC's records or any participant's or indirect
participant's records relating to the beneficial ownership
interests of the global notes of such series; or
o any other matter relating to the actions and practices of DTC
or any of its participants or indirect participants.
DTC has advised Vishay that its current practice, upon receipt of any
payment in respect of securities such as the notes including principal and
interest, is to credit the accounts of the relevant participants with the
payment on the payment date, in amounts proportionate to their respective
holdings in the principal amount of beneficial interest in the relevant security
as shown on the records of DTC, unless DTC has reason to believe it will not
receive payment on such payment date. Payments by the participants and the
indirect participants to the beneficial owners of either series of notes will be
governed by standing instructions and customary practices and will be the
responsibility of the participants or the indirect participants and will not be
the responsibility of DTC, the trustee, or Vishay. Neither Vishay nor the
trustee will be liable for any delay by DTC or any of its participants in
identifying the beneficial owners of the notes, and the Company and the trustee
may conclusively rely on and will be protected in relying on instructions from
DTC or its nominee for all purposes.
Certificated Debt Securities
If:
1. Vishay notifies the trustee in writing that DTC is no longer
willing or able to act as a depositary or DTC ceases to be registered as a
clearing agency under the Exchange Act and a successor depositary is not
appointed within 90 days of such notice or cessation,
2. Vishay, at its option, notifies the trustee in writing that
it elects to cause the issuance of debt securities in definitive form
under the indenture, or
3. upon the occurrence of certain other events as provided in
the Indenture, then,
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upon surrender by DTC of the global notes representing the debt securities,
certificated debt securities will be issued in the names and denominations
requested by DTC in accordance with its customary procedures. Upon any such
issuance, the trustee is required to register the certificated debt securities
in the names of the designated persons, or their nominees, and cause the
certificates to be delivered to them.
Neither Vishay nor the trustee shall be liable for any delay by DTC or
any DTC participant or indirect participant in identifying the beneficial owners
of the related debt securities and each such person may conclusively rely on,
and shall be protected in relying on, instructions from DTC for all purposes.
Merger, Consolidation, Sale or Conveyance
The indenture provides that Vishay will not merge or consolidate with any
other corporation or person and will not sell or convey all or substantially all
of its assets to any person, unless:
1. Vishay is the continuing corporation, or
2. the successor corporation or person that acquires all or
substantially all of the assets of Vishay, shall expressly assume,
o the payment of principal of, premium, if any, and interest on
all debt securities issued under the indenture, and
o the observance of all the covenants and agreements under the
indenture to be performed or observed by Vishay,
and in either case, immediately after such merger, consolidation, sale or
conveyance, Vishay, or such successor corporation or person, as the case may be,
shall not be in default in the performance of the covenants and agreements of
the indenture to be performed or observed by Vishay.
Events of Default
An event of default with respect to a series of debt securities issued
under the indenture is defined in the indenture as being:
o a default for 30 days in payment of any interest on any debt
securities of such series;
o a default in any payment of principal of, or sinking fund
installment, if any, on, any debt securities of such series;
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o a default by Vishay in performance of any other of the
covenants or agreements in respect of the debt securities of
such series or the indenture that continues for 90 days after
Vishay has been given notice of such failure in accordance
with the indenture;
o certain events involving bankruptcy, insolvency or
reorganization of Vishay.
The indenture provides that the trustee shall transmit notice of any
uncured default under the indenture with respect to any series of debt
securities issued thereunder, within 90 days after the occurrence of such
default, to the holders of the debt securities of each affected series, except
that the trustee may withhold notice to the holders of any series of debt
securities of any default, except in payment of principal of, premium, if any,
or interest on such series, if the trustee considers it in the interest of the
holders of such series of debt securities to do so.
If an event of default due to:
o the default in payment of interest, principal or sinking fund
installment with respect to any series of debt securities
issued under the indenture, or
o the default in the performance or breach of any other covenant
or agreement of Vishay applicable to such series but not
applicable to all outstanding debt securities issued under the
indenture,
shall have occurred and be continuing, either the trustee or the holders of not
less than 25% in principal amount of the debt securities of such series then
outstanding may declare the principal of all debt securities of such series and
interest accrued thereon to be due and payable immediately.
If an event of default due to:
o a default in the performance or breach of any other of the
covenants or agreements of Vishay applicable to all
outstanding debt securities issued under the indenture;
o certain events of bankruptcy, insolvency and reorganization of
Vishay,
shall have occurred and be continuing, either the trustee or the holders of not
less than 25% in principal amount of all debt securities issued under the
indenture and then outstanding, treated as one class, may declare the principal
of all such debt securities and interest accrued thereon to be due and payable
immediately.
Upon certain conditions, such declarations may be annulled and past
defaults may be waived by the holders of a majority in principal amount of the
outstanding debt securities of an affected series, voting as a separate class,
or all debt securities outstanding under the indenture, voting as a single
class, as the case may be. Past defaults may be waived in this manner only if
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Vishay has paid all previously matured interest and principal payments, other
than payments that became due by acceleration.
The holders of a majority in principal amount of the outstanding debt
securities of each affected series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
trustee with respect to the debt securities of such series, subject to certain
limitations specified in the indenture.
The indenture provides that no holder of debt securities of any series
may institute any action against Vishay under the indenture, except actions for
payment of overdue principal, premium, if any, or interest, unless such holder
previously shall have given to the trustee written notice of default and
continuance thereof and unless the holders of not less than 25% in principal
amount of the debt securities of such series then outstanding shall have
requested the trustee to institute such action and shall have offered the
trustee reasonable indemnity, and the trustee shall not have instituted such
action within 60 days of such request, and the trustee shall not have received
direction inconsistent with such request by the holders of a majority in
principal amount of the debt securities of such series then outstanding.
The indenture requires the annual filing by Vishay with the trustee of a
written statement as to compliance with the covenants and agreements contained
in the indenture.
Modification of the Indenture
The indenture contains provisions permitting Vishay and the trustee, with
the consent of the holders of not less than a majority of the principal amount
of all affected series of the debt securities issued under the indenture at the
time outstanding, voting as one class, to modify the indenture or any
supplemental indenture or the rights of the holders of the debt securities of
such series. Without the consent of the holder of each debt security affected,
the indenture cannot be modified to:
1. extend the final maturity of any of the debt securities or
reduce the principal amount thereof, or reduce the rate or extend the
time of payment of interest thereon, or reduce any amount payable on
redemption thereof, or reduce the amount of any original issue discount
security payable upon acceleration or provable in bankruptcy or impair or
affect the right of any holder of the debt securities to institute suit
for the payment thereof, or
2. alter the requirement that, the consent of the holders of each
debt security affected is required for any such modification.
The indenture contains provisions permitting Vishay and the trustee,
without the consent of any holders of debt securities, to enter into a
supplemental indenture, among other things, for purposes of
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o curing any ambiguity,
o correcting or supplementing any provision contained in the
indenture or in any supplemental indenture or making other
provisions in regard to the matters or questions arising
under the indenture or any supplemental indenture as the
Board of Directors of Vishay deems necessary or desirable
and which does not adversely affect the interests of the
holders of debt securities in any material respect, or
o establishing the form or terms of any series of debt
securities as are not otherwise inconsistent with any of
the provisions of the indenture.
Concerning the Trustee
The trustee may hold debt securities issued under the indenture, act as a
depository for funds of, make loans to, or perform other services for, Vishay
and its subsidiaries as if it were not the trustee.
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DESCRIPTION OF CAPITAL STOCK
The aggregate number of shares of capital stock which Vishay has
authority to issue is 171,000,000 shares: 1,000,000 shares of preferred stock,
par value $1.00 per share, 150,000,000 shares of common stock, par value $.10
per share, and 20,000,000 shares of Class B common stock, par value $.10 per
share. No shares of preferred stock have been issued. At December 19, 2000,
there were 122,408,027 shares of common stock and 15,518,546 shares of Class B
common stock outstanding.
After any required payment on shares of preferred stock, holders of
common stock and Class B common stock are entitled to receive, and share ratably
on a per share basis, all dividends and other distributions declared by the
Board of Directors of Vishay. In the event of a stock dividend or stock split,
holders of common stock will receive shares of common stock and holders of Class
B common stock will receive shares of Class B common stock. Neither the common
stock nor the Class B common stock may be split, divided or combined unless the
other is split, divided or combined equally.
The holders of common stock are entitled to one vote for each share held.
Holders of Class B common stock are entitled to 10 votes for each share held.
The common stock and the Class B common stock vote together as one class on all
matters subject to stockholder approval, except as set forth in the following
sentence. The approval of the holders of common stock and of Class B common
stock, each voting separately as a class, is required to authorize issuances of
additional shares of Class B common stock other than in connection with stock
splits and stock dividends.
Shares of Class B common stock are convertible into shares of common
stock on a one-to-one basis at any time at the option of the holder thereof. The
Class B common stock is not transferable except to the holder's spouse, certain
of such holder's relatives, certain trusts established for the benefit of the
holder, the holder's spouse or relatives, corporations and partnerships
beneficially owned and controlled by such holder, such holder's spouse or
relatives, charitable organizations and such holder's estate. Upon any transfer
made in violation of those restrictions, shares of Class B common stock will be
automatically converted into shares of common stock on a one-for-one basis.
Neither the holders of common stock nor the holders of Class B common stock have
any preemptive rights to subscribe for additional shares of capital stock of
Vishay.
The common stock is listed on the New York Stock Exchange. There is no
public market for shares of Company's Class B common stock. All outstanding
shares of common stock and Class B common stock are, and upon issuance, the
shares of common stock to be sold hereunder will be, validly issued, fully paid
and non-assessable.
Vishay furnishes to its stockholders annual reports containing financial
statements certified by an independent public accounting firm. In addition,
Vishay furnishes to its stockholders quarterly reports containing unaudited
financial information for each of the first three quarters of each year.
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American Stock Transfer & Trust Company is the transfer agent and
registrar of Vishay's common stock and Class B common stock.
PLAN OF DISTRIBUTION
Vishay may sell securities to or through underwriters or dealers, and
also may sell securities directly to other purchasers or through agents. Each
prospectus supplement will describe the method of distribution of the offered
securities.
The distribution of the securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of securities, underwriters may receive
compensation from Vishay or from purchasers of securities for whom they may act
as agents in the form of discounts, concessions, or commissions. Underwriters
may sell securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions, or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agents. Dealers, and agents that participate in the distribution of securities
may be deemed to be underwriters, and any discounts or commissions received by
them from Vishay and any profit on the resale of securities by them may be
deemed to be underwriting discounts and commissions, under the Securities Act of
1933, as amended. Any such underwriter or agent will be identified, and any such
compensation received from Vishay will be described, in the prospectus
supplement.
Underwriters and agents who participate in the distribution of securities
may be entitled under agreements which may be entered into by Vishay to
indemnification by Vishay against certain liabilities, including liabilities
under the Securities Act of 1933, as amended.
If so indicated in the applicable prospectus supplement, Vishay will
authorize underwriters or other persons acting as Vishay's agents to solicit
offers by certain institutions to purchase offered securities from Vishay
pursuant to contracts providing for payment and delivery on a future date.
Institutions with which such contracts may be made include:
o commercial and savings banks,
o insurance companies,
o pension funds,
o investment companies, and
o educational and charitable institutions and others,
but in all cases such institutions must be approved by Vishay. The obligations
of any purchaser under any such contract will be subject to the condition that
the purchase of the offered securities shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such
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<PAGE>
purchaser is subject. The underwriters and such other agents will not have any
responsibility in respect of the validity or performance of such contracts.
LEGAL MATTERS
Certain legal matters regarding the securities have been passed upon for
Vishay by Kramer Levin Naftalis & Frankel LLP, New York, New York.
EXPERTS
The consolidated financial statements of Vishay Intertechnology, Inc.,
appearing in Vishay's Annual Report (Form 10-K) for the year ended December 31,
1999, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses in connection with the issuance and distribution
of the Securities covered by this registration statement are as follows:
SEC registration fee (actual)......................... $ 208,321
Printing and engraving expenses....................... $ 200,000
Legal fees and expenses............................... $ 100,000
Accounting fees and expenses.......................... $ 50,000
Rating agencies' fees................................. $ 650,000
Miscellaneous...........................................$ 91,679
----------
Total $1,300,000
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.
Vishay's certificate of incorporation provides that every person who is
or was a director, officer, employee or agent of the corporation shall be
indemnified by the corporation against all judgments, payments in settlement,
fines, penalties, and other reasonable costs and expenses resulting from any
action, proceeding, investigation or claim which is brought or threatened by or
in the right of Vishay or by anyone else by reason of such person being or
having been a director, officer, employee or agent of Vishay or any act or
omission of such person in such capacity. Such indemnification shall be
available either if such person is wholly successful in defending such action or
if, in the judgment of a court or the Board of Directors or in the opinion of
independent legal counsel, such person acted in good faith in what he reasonably
believed to be in the best interests of the corporation and was not adjudged
liable to the corporation, and, in any criminal
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action, had no reasonable cause to believe that his action was unlawful. In the
case of a derivative action, such indemnification shall not be made other than
in respect of a court approved settlement or if, in the opinion of independent
counsel, the person satisfied the standard of conduct specified in the prior
sentence, the action was without substantial merit, the settlement was in the
best interest of Vishay and the payment is permissible under applicable law.
Directors may authorize the advancement of reasonable costs and expenses in
connection with any such action to the extent permitted under Delaware law. The
Vishay certificate of incorporation further provides that no director shall have
any personal liability to Vishay or to its stockholders for any monetary damages
for breach of fiduciary duty, to the extent permitted under the Delaware General
Corporation Law.
Vishay maintains $55 million of insurance to reimburse the directors and
officers of Vishay and its subsidiaries, for charges and expenses incurred by
them for wrongful acts claimed against them by reason of their being or having
been directors or officers of Vishay or any of its subsidiaries. Such insurance
specifically excludes reimbursement of any director or officer for any charge or
expense incurred in connection with various designated matters, including libel
or slander, illegally obtained personal profits, profits recovered by Vishay
pursuant to Section 16(b) of the Exchange Act and deliberate dishonesty.
Item 16. Exhibits and Financial Statement Schedules
Exhibit No. Description
3.1 Composite Amended and Restated Certificate of Incorporation of the
Company dated August 3, 1995. Incorporated by reference to Exhibit
3.1 to Form 10-Q for the quarter ended June 30, 1995. Certificate
of Amendment of Composite Amended and Restated Certificate of
Incorporation of the Company. Incorporated by reference to Exhibit
3.1 to Form 10-Q for the quarter ended June 30, 1997.
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 Incorporated by reference to Exhibit 3.2 to Form 10-K
file number 1-7416 for fiscal year ended December 31, 1993 (the
"1993 Form 10-K").
4.1 Form of Indenture. Incorporated by reference to Exhibit 4.1 to
Registration Statement No. 333-34178 of Registrant on Form S-3
under the Securities Act of 1933.
5.1 Opinion of Kramer Levin Naftalis & Frankel LLP
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<PAGE>
10.1 Amended and Restated Vishay Intertechnology, Inc. $825,000,000
Long Term Revolving Credit Agreement, dated as of June 1, 1999,
by and among Vishay, Comerica Bank, Banc of America Securities
LLC, Credit Lyonnais New York Branch and the other banks
signatory thereto, and Comerica Bank, as administrative agent.
10.2 First Amendment to Amended and Restated Vishay Intertechnology,
Inc. Long Term Revolving Credit Agreement and Other Loan
Documents, dated as of August 31, 2000, by and among Vishay,
Comerica Bank and the other banks signatory thereto, and Comerica
Bank, as administrative agent.
10.3 Company Guaranty (Long Term), dated March 2, 1998, by Vishay
Intertechnology, Inc. to Comerica Bank, as administrative agent.
Incorporated by reference to Exhibit 10.3 to the Current Report on
Form 8-K filed on March 17, 1998.
10.4 Domestic Guaranty (Long Term), dated March 2, 1998, by the
Guarantors signatory thereto to Comerica Bank, as administrative
agent. Incorporated by reference to Exhibit 10.4 to the Current
Report on Form 8-K filed on March 17, 1998.
10.5 Foreign Guaranty (Long Term), dated March 2, 1998, by the
Guarantors signatory thereto to Comerica Bank, as administrative
agent. Incorporated by reference to Exhibit 10.5 to the Current
Report on Form 8-K filed on March 17, 1998.
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Ernst & Young LLP
23.2 Consent of Kramer Levin Naftalis & Frankel LLP (contained in the
opinion filed as Exhibit 5.1 hereto)
24 Powers of Attorney (contained on the signature pages hereto)
25 Statement of Eligibility of Trustee on Form T-1*
-----------
* To be filed by amendment.
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<PAGE>
Item 17. Undertakings
(a) 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 this 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 this registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the maximum aggregate
offering price may be reflected in the form of prospectus filed with
the SEC pursuant to Rule 424(b) under the Securities Act, if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
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 or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities and Exchange Act of
1934 that are incorporated by reference in the registration statement.
2. That, for purposes 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 that time shall
be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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
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<PAGE>
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.
(c) 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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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Malvern, State of Pennsylvania, on the 22nd day of
December, 2000.
VISHAY INTERTECHNOLOGY, Inc.
By: /s/ Felix Zandman
-------------------------------------
Felix Zandman
Director, Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes
and appoints FELIX ZANDMAN and AVI D. EDEN, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this registration statement (including all pre-effective and
post-effective amendments thereto and all registration statements filed pursuant
to Rule 462(b) which incorporate this registration statement by reference), and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on December 22,
2000 in the capacities indicated below.
Signature Title
/s/Felix Zandman Director, Chairman of the Board, and
--------------------- Chief Executive Officer (Principal
Felix Zandman Executive Officer)
/s/Avi D. Eden Director, Vice-Chairman of the Board,
--------------------- Executive Vice President and General
Avi D. Eden Counsel
/s/Gerald Paul Director, President and Chief Operating
--------------------- Officer
Gerald Paul
/s/Richard N. Grubb Director, Executive Vice President,
--------------------- Treasurer and Chief Financial Officer
Richard N. Grubb (Principal Financial and Accounting
Officer)
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/s/Robert A. Freece Director, Senior Vice President
--------------------
Robert A. Freece
/s/Eli Hurvitz Director
--------------------
Eli Hurvitz
/s/Edward B. Shils Director
--------------------
Edward B. Shils
/s/Luella B. Slaner Director
--------------------
Luella B. Slaner
/s/Mark I. Solomon Director
--------------------
Mark I. Solomon
/s/Jean-Claude Tine Director
--------------------
Jean-Claude Tine
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