SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 4, 2004
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VISHAY INTERTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-7416 38-1686453
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (610) 644-1300
(Former name or former address, if changed since last report.)
Item 5. Other Events and Regulation FD Disclosure
Holders of $169,435,000 principal amount at maturity of Vishay's Liquid
Yield Option(TM) Notes due 2021 (zero coupon-subordinated) (LYONs) have
exercised the option to require Vishay to repurchase their LYONs on June 4,
2004. This represents approximately 44% of the LYONs outstanding. The option
expired at 5:00 p.m. New York City time on June 3, 2004.
The purchase price is $602.77 per $1,000 principal amount at maturity of
the LYONs. As permitted by the indenture governing the LYONs, Vishay elected to
pay the purchase price in shares of its common stock. Under the formula
prescribed by the indenture, Vishay will issue 32.6669 shares of its common
stock per $1,000 principal amount at maturity of the LYONs surrendered for
purchase, or a total of approximately 5,534,900 shares. Cash will be paid in
lieu of fractional shares.
Approximately $215.6 million principal amount at maturity (accreted value
of approximately $130.0 million as of June 4, 2004) of the LYONs remains
outstanding. The purchase of LYONs pursuant to the option will reduce Vishay's
consolidated long-term debt by approximately $102.1 million.
The early extinguishment of a portion of the LYONs will reduce annual
interest expense by approximately $3 million. It will result in a pretax
non-cash charge of approximately $2.5 million for the write-off of a portion of
unamortized debt issuance costs associated with the 2001 issuance of the LYONs,
which will be recorded in the second quarter of 2004.
A copy of Vishay's press release issued on June 4, 2004 is filed as
Exhibit 99.1 to this report.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
Exhibit No. Description
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99.1 Press Release dated June 4, 2004.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Vishay Intertechnology, Inc. has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: June 4, 2004
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Richard N. Grubb
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Name: Richard N. Grubb
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated June 4, 2004.
Exhibit 99.1
NEWS RELEASE
Contact: Richard N. Grubb, Executive
Vice President and Chief Financial
Officer or Robert A. Freece,
Executive Vice President
610/644-1300
FOR IMMEDIATE RELEASE
HOLDERS OF 44% OF VISHAY'S LIQUID YIELD OPTION NOTES
EXERCISE OPTION TO REQUIRE REPURCHASE OF THEIR NOTES
MALVERN, PENNSYLVANIA, - June 4, 2004 - Vishay Intertechnology, Inc. (NYSE: VSH)
today announced that holders of $169,435,000 principal amount at maturity of its
Liquid Yield Option(TM) Notes due 2021 (zero coupon-subordinated) (LYONs)
exercised the option to require Vishay to repurchase their LYONs. This
represents approximately 44% of the LYONs outstanding. The option expired at
5:00 p.m. New York City time on June 3, 2004.
The purchase price is $602.77 per $1,000 principal amount at maturity of the
LYONs. As previously announced and as permitted by the indenture governing the
LYONs, Vishay elected to pay the purchase price in shares of its common stock.
Under the formula prescribed by the indenture, Vishay will issue 32.6669 shares
of its common stock per $1,000 principal amount at maturity of the LYONs
surrendered for purchase, or a total of approximately 5,534,900 shares. Cash
will be paid in lieu of fractional shares.
Approximately $215.6 million principal amount at maturity (accreted value of
approximately $130.0 million as of June 4, 2004) of the LYONs remains
outstanding. The purchase of LYONs pursuant to the option will reduce Vishay's
consolidated long-term debt by approximately $102.1 million.
The early extinguishment of a portion of the LYONs will reduce annual interest
expense by approximately $3 million. It will result in a pretax non-cash charge
of approximately $2.5 million for the write-off of a portion of unamortized debt
issuance costs associated with the 2001 issuance of the LYONs, which will be
recorded in the second quarter of 2004.
Vishay, a Fortune 1,000 Company listed on the NYSE, is one of the
world's largest manufacturers of discrete semiconductors (diodes, rectifiers,
transistors, optoelectronics, and selected ICs) and passive electronic
components (resistors, capacitors, inductors, and transducers). The Company's
components can be found in products manufactured in a very broad range of
industries worldwide. Vishay is headquartered in Malvern, Pennsylvania, and has
operations in 17 countries employing over 26,000 people. Vishay can be found on
the Internet at www.vishay.com.
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