SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement.
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)).
[ ] Definitive Proxy Statement
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11 (c) or Rule 14a-12.
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VISHAY INTERTECHNOLOGY, INC.
(Name of Registrant as Specified in Its Charter)
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Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
VISHAY INTERTECHNOLOGY, INC.
63 Lincoln Highway
Malvern, Pennsylvania 19355
July __, 2001
To the Stockholders of Vishay Intertechnology:
The written consent of the holders of Vishay Intertechnology,
Inc.'s common stock, par value $0.10 per share, and class B convertible
common stock, par value $0.10 per share of record at the close of business on
August 1, 2001 is requested in regard to an amendment to Vishay
Intertechnology, Inc.'s Amended and Restated Certificate of Incorporation to
increase the Company's authorized capital, as described in the accompanying
Consent Solicitation Statement. It is requested that your written consent,
using the accompanying Consent Card, be delivered to Vishay Intertechnology,
Inc., 63 Lincoln Highway, Malvern, Pennsylvania 19355 on or before
[ ]. An addressed return envelope is enclosed for
this purpose, which requires no postage if mailed in the United States.
By Order of the Board of Directors,
Felix Zandman
Chairman of the Board and Chief Executive
Officer
VISHAY INTERTECHNOLOGY, INC.
63 Lincoln Highway
Malvern, Pennsylvania 19355
CONSENT SOLICITATION STATEMENT
FOR
THE SOLICITATION OF WRITTEN CONSENTS
TO THE ADOPTION OF AN AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
This Consent Solicitation Statement is furnished to the stockholders of
Vishay Intertechnology, Inc., a Delaware corporation, by the Board of
Directors in connection with the solicitation by the Company of the written
consents of the stockholders to the adoption of an amendment to the Amended
and Restated Certificate of Incorporation of the Company.
The purpose of the amendment is to increase the number of shares of
common stock, par value $0.10, which the Company has authority to issue by
150,000,000 from 150,000,000 to 300,000,000, and the number of shares of
class B convertible common stock, par value $0.10 per share, by 20,000,000
from 20,000,000 to 40,000,000 and, consequently, to increase the total number
of shares of all classes of stock which the Company shall have authority to
issue by 170,000,000 from 171,000,000 to 341,000,000. The text of the
amendment is set forth below under the heading "The Amendment."
We are distributing this Consent Solicitation Statement and the
accompanying consent card commencing on or about , 2001, to the holders
of record of the Company's common stock as of the close of business on August 1,
2001. This date is referred to as the "record date." The amendment must
be approved by the holders of the majority of the voting power of the
Company's common stock and class B convertible common stock, par value $0.10,
voting as a single class. Each share of common stock is entitled to one
vote, and each shares of class B stock is entitled to ten votes. Felix
Zandman, the Company's chairman and chief executive officer, and Luella B.
Slaner, a director of the company, who collectively own or control common
stock and class B stock with approximately 54.1% of the Company's total
voting power, have indicated that they intend to consent to the amendment.
Accordingly, the amendment will be adopted regardless of whether or not any
other stockholder executes a consent in favor of the amendment.
The principal executive offices of the Company are located at 63
Lincoln Highway, Malvern, Pennsylvania 19355, and the telephone number of the
Company is (610) 644-1300.
Reasons for the Amendment
Vishay now has 150,000,000 authorized shares of common stock, none of
which are available for future issuance. After allowing for the 122,429,597
outstanding shares of common stock, the remaining authorized shares are
insufficient for the issuance of all shares on
10
conversion of the Company's class B stock and convertible debt securities and
upon exercise of all outstanding options by approximately 2,794,000 shares. The
Company is required to increase the number of authorized shares to accommodate
the conversion or exercise of all currently outstanding convertible securities
and options.
We are also proposing to increase the authorized number of shares of
common stock to give the company the necessary flexibility to issue common
stock when and as the Company's board of directors determines that it is in
the interests of the Company to do so. These circumstances are likely to
include:
o future acquisitions in which the Company's shares are exchanged for
those of a target company;
o future offerings by the Company in the financial markets of common
stock or securities convertible into or exchangeable for common
stock;
o future stock splits and stock dividends;
o future option grants to employees; and
o assumption of options issued by a target company in a future
acquisition.
In addition to an increase in the number of authorized common shares,
we are proposing to increase the authorized number of shares of class B
stock. The purpose of the increase is to have a sufficient number of shares
available for future stock splits and stock dividends. Under the Company's
charter, the Company may not issue shares of common stock in a stock split or
stock dividend unless a stock split or dividend is declared on the class B
stock in the same ratio.
Authorized and Outstanding Capital Stock
As of July 19, 2001, there were 150,000,000 shares of common stock
authorized of which 122,429,597 were issued and outstanding after deducting
274,173 shares in treasury. As of July 19, 2001, there were 20,000,000
shares of class B stock of which 15,506,634 shares were issued and
outstanding after deducting 279,453 shares in treasury. The Company also has
1,000,000 authorized shares of preferred stock, none of which are outstanding.
In addition, to the outstanding shares,
o 15,506,634 shares of common stock are issuable upon conversion of
the class B stock;
o 9,717,724 shares of common stock are issuable upon conversion of the
Company's LYONs (see below); and
o 1,390,781 shares of common stock are issuable pursuant to options
granted under the Company's 1997 stock option plan and 3,748,672
shares of common stock are issuable pursuant to options granted
under the Company's 1998 stock option plan.
No options for additional shares of common stock may be issued under the 1997
plan, and options for a total of 760,000 additional shares of common stock
may be issued under the 1998 plan.
The Company effected a three-for-two stock split by means of a stock
dividend on June 9, 2000 and a five-for-four stock split by means of a stock
dividend on June 22, 1999. The Company also paid a 5% stock dividend on June
11, 1998.
In May 2000, the Company issued 8,392,500 shares of common stock in an
underwritten public offering at a price of $49.00 per share (adjusted to
reflect the June 2000 stock split). The Company has filed a shelf
registration statement for the issuance of up to $1 billion of equity and
debt securities. This registration statement has not been declared effective
by the Securities and Exchange Commission.
The Class B Stock
Pursuant to Section 2(E) of the Company's Certificate of Incorporation,
shares of class B stock are convertible into shares of common stock on a
one-for-one basis at any time at the election of the holder. The class B
stock is not transferable except to a holder's spouse, certain of a holder's
relatives, certain trusts established for the benefit of a holder, a 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 stock will be automatically
converted into shares of common stock on a one-for-one basis.
Except in connection with stock splits and stock dividends, the Company
may not issue additional shares of class B stock unless authorized by a vote
of the holders of the common stock and of the class B stock, each voting
separately as a class.
You are urged to read the Company's Certificate of Incorporation for a
complete description of the terms of the class B stock. A copy of the
Company's Certificate of Incorporation is incorporated as Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended December 31, 2000.
This document may be obtained in the manner described in "Available
Information" below.
The LYONs
On June 4, 2001, the Company completed the private offering of a series
of zero-coupon convertible subordinated notes due 2021, known as Liquid Yield
Option(TM) Notes (LYONs). The LYONs have a yield to maturity of 3.0% (computed
on a semi-annual bond-equivalent basis),
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(TM)Trademark of Merrill Lynch & Co., Inc.
and the Company is required to pay contingent cash interest to the holders of
LYONs under certain circumstances. The LYONs were issued at an issue price of
$551.26 per LYON (55.126% of the principal amount at maturity). The gross
proceeds from the offering were approximately $303.2 million. The net proceeds
from the offering were approximately $294.1 million. The principal amount of the
LYONs at maturity is $550 million.
The LYONs are convertible into common stock at a rate of 17.6686 shares
of common stock per $1,000 principal amount at maturity of the LYONs.
Accordingly, the LYONs will be convertible into approximately 9.7 million
shares of common stock. The conversion ratio is subject to adjustment in
certain circumstances. Holders may convert each of their LYONs into shares
of Common Stock at any time on or before the maturity date. The LYONs are
not convertible into class B stock.
The Company has agreed, for the benefit of holders of the LYONs, to
file with the SEC within 90 days after the date of the original issue of the
LYONs, a shelf registration statement covering resales of the LYONs and the
shares of common stock issuable upon conversion of the LYONs. The Company has
agreed to use its reasonable efforts to cause the registration statement to
become effective within 180 days after the date of the original issue of the
LYONs and to keep the registration statement of such shelf registration
statement effective until the earlier of (1) the sale pursuant to the shelf
registration statement of all the LYONs and the shares of common stock
issuable upon conversion of the LYONs and (2) the expiration of the holding
period applicable to such securities held by non-affiliates of the Company
under Rule 144(k) under the Securities Act, or any successor provision,
subject to certain permitted exceptions.
At the time of the issuance of the LYONs, the Siliconix exchange offer
referred to below was pending. After reserving for the shares issuable in
the exchange offer, there was not a sufficient number of authorized but
unissued shares of common stock to accommodate the conversion of the LYONs
and of all outstanding shares of class B stock. Therefore, certain officers
and directors of the Company owning an aggregate of 11,886,200 shares of
class B stock agreed that, until such time as the Company's Certificate of
Incorporation is amended to authorize sufficient additional common stock,
they would not exercise their right to convert such class B stock into common
stock, or effect any transfer of their class B stock or take any other action
that would cause the automatic conversion of their class B stock into common
stock. Certain executive officers also agreed at the time not to exercise
outstanding options held by them to acquire common stock, except to the
extent authorized common stock is available for such exercise after providing
for any potential conversion of the LYONs and potential exchange of Siliconix
common stock.
The Siliconix Offer, General Semiconductor and Other Possible
Transactions
On May 25, 2001, the Company commenced an offer to exchange 1.5 shares
of its common stock for each share of common stock of Siliconix not already
owned by the Company. This exchange offer expired at 5:00 PM on July 5,
2001. The exchange offer was conditioned on the tender of a majority of the
shares of Siliconix not already owned by the Company. Because only
approximately 40% of the publicly held shares of Siliconix common stock were
tendered pursuant to the offer, the offer terminated in accordance with its
terms on July 5, 2001.
The Company could renew its offer for the publicly held shares of Siliconix, on
the same or on different terms, at some future time, although we have no present
intention of doing so.
On April 2, 2001, the Company announced a proposal to acquire General
Semiconductor, Inc., a publicly held company whose shares are listed on the
New York Stock Exchange. Under the proposal, the Company would exchange one
share of the Company's common stock for every two outstanding shares of
General Semiconductor. The Company made its proposal to General
Semiconductor through a letter which was sent by the Company to General
Semiconductor's president and chief executive officer, Ronald A. Ostertag.
General Semiconductor has rejected publicly the Company's proposal, although
from time to time there have been contacts between representatives of the
Company and General Semiconductor concerning the proposal.
We do not know when, if at all, a transaction with General
Semiconductor might occur or, if a transaction does occur, whether the terms
of the transaction will be the same as or different from the Company's
proposal.
The Company also looks at other acquisition opportunities in the
ordinary course from time to time. We believe that it is advisable and in
the best interest of the Company to have authorized stock available for
acquisitions in which the consideration to target stockholders is payable
wholly or partially in shares of the Company's common stock. Other than the
proposal made to General Semiconductor, there is no transaction under
consideration at the present time which would call for the issuance of shares
by the Company.
We also believe that it is in the Company's best interest to have
available authorized shares for issuance in the public or private markets if
opportunities occur for the sale of shares or securities convertible into
shares on financially attractive terms. Often the window of opportunity for
the issuance of securities on favorable terms is narrow. By having available
sufficient amounts of authorized equity capital, the Company will be
positioned to take advantage of these market opportunities when they arise.
The Company has no current plans for the issuance of additional securities in
the capital markets.
The rules of the New York Stock Exchange on which the shares of the
Company's common stock are listed require stockholder approval for the
issuance of shares in certain circumstances, notwithstanding that such shares
are authorized for issuance by the Company's charter documents. We will seek
separate stockholder approval for issuance of shares in those circumstances.
Miscellaneous
Subject to applicable laws and regulations, the Company does not intend
to solicit further consents from the holders of common stock for the issuance
of the common stock authorized by the amendment.
No holder of shares of common stock is entitled as such, as a matter of
right, to subscribe for or purchase any part of any new or additional issue
of any stock of any class, series or kind
whatsoever, or to subscribe for or purchase securities convertible into stock of
any class, series or kind whatsoever.
The Amendment
The first section of Article FOURTH of the Certificate of Incorporation
reads as follows before giving effect to the Amendment:
FOURTH: Section 1. Classes and Number of Shares. The
total number of shares of all classes of stock which the
Corporation shall have authority to issue is 171,000,000 shares.
The classes and aggregate number of shares of stock of each class
which the Corporation shall have authority to issue are as
follows:
(i) 150,000,000 shares of Common Stock, $0.10 par value per
share (hereinafter the "Common Stock");
(ii) 20,000,000 shares of Class B Convertible Common Stock,
$0.10 par value per share (hereinafter the "Class B
Convertible Stock"); and
(iii) 1,000,000 shares of Preferred Stock, $1.00 par value per
share, with such rights, privileges, restrictions and
preferences as the Board of Directors may authorize from
time to time (hereinafter the "Preferred Stock").
Pursuant to the Amendment, the first section of Article FOURTH of the
Certificate of Incorporation would be deleted and replaced by the following:
FOURTH: Section 1. Classes and Number of Shares. The
total number of shares of all classes of stock which the
Corporation shall have authority to issue is 341,000,000 shares.
The classes and the aggregate number of shares of stock of each
class which the Corporation shall have authority to issue are as
follows:
(i) 300,000,000 shares of Common Stock, $0.10 par value per
share (hereinafter the "Common Stock");
(ii) 40,000,000 shares of Class B Convertible Common Stock,
$0.10 par value per share (hereinafter the "Class B
Stock"); and
(iii) 1,000,000 shares of Preferred Stock, $1.00 par value per
share, with such rights, privileges, restrictions and
preferences as the Board of Directors may authorize from
time to time (hereinafter the "Preferred Stock").
The Board of Directors has adopted resolutions that set forth the
amendment, declare the advisability of the amendment, and submit the
amendment to the stockholders for approval. The Board recommends approval of
the amendment by the stockholders.
The Consent Procedure
General
The amendment is submitted for stockholder approval by written
consent. No meeting of the stockholders will be held to vote on this
matter. Only stockholders of record as of August 1, 2001 are entitled to
consent, to withhold their consent, or to revoke their consent, to the
Amendment. Holders of common stock are entitled to one vote for each
outstanding share of common stock held by them at the record date. As of the
record date there were 122,429,597 issued and outstanding shares of common
stock and 15,506,634 issued and outstanding shares of class B stock.
Consents, once dated, signed, and delivered to the Company, will remain
effective unless and until revoked by written notice of revocation dated,
signed, and delivered to the Company at the address set forth below on or
before the time that the Company has received written consents from holders
of a majority of the votes of outstanding voting stock of the Company.
The amendment will be approved at such time as the Company holds
unrevoked written consents of stockholders approving the amendment
representing a majority of votes of the outstanding voting stock of the
Company at the record date. Consequently, abstentions and broker non-votes
would have the effect of a vote against approval of the amendment.
Stockholders owning or controlling a majority of the outstanding class
B stock as of the record date have indicated their intent to deliver to the
Company their written consents approving the amendment. Those stockholders
hold sufficient shares of class B stock to assure the approval of the
amendment regardless of whether consents are received from any other
stockholder.
Stockholders are requested to indicate approval of the amendment by
signing and dating the consent card, checking the box on the consent card
which corresponds to the approval of the amendment, and delivering the
consent card to the Company at the address set forth below. Withholding of
consent to the amendment, or abstention with respect to the approval of the
amendment, may be indicated by signing and dating the consent card, checking
the box which corresponds to withholding of consent to the amendment or
abstention with respect to the approval of the amendment, respectively, and
delivering the consent card to the Company at the address set forth below.
A consent card which has been signed, dated and delivered to the
Company without any of the boxes for approval, withholding of consent, or
abstention checked will constitute a consent to the amendment.
Consent cards may be delivered to the Company at the following address:
VISHAY INTERTECHNOLOGY, INC.
63 Lincoln Highway
Malvern, Pennsylvania 19355
Attention: Secretary
Consent cards should be delivered to the Company as soon as possible.
An addressed return envelope is enclosed for this purpose, which requires no
postage if mailed in the United States. Consent cards and revocations of
consents will be deemed to have been received by the Company upon actual
delivery at the above address.
Absence of Appraisal Rights
Stockholders who abstain from consenting with respect to the Amendment,
or who withhold consent to the amendment, do not have the right to an
appraisal of their shares of common stock or any similar dissenters' rights
under applicable law.
Expense of Consent Solicitation
The Company will bear the entire cost of the solicitation of
stockholder approval of the amendment, including the preparation, assembly,
printing and mailing of this consent statement and any additional material
furnished to stockholders. In addition, the Company may reimburse certain
persons for their costs of forwarding the solicitation material to
stockholders. The Company does not anticipate that it will be necessary to
supplement its solicitation of consents by mail with telephone, telegram or
personal solicitation of consents by directors, officers or employees of the
Company. However, if such persons are called upon to solicit consents on
behalf of the Company, no additional compensation will be paid for any of
such services.
Additional Information
The Company files reports and other information with the Securities and
Exchange Commission. Copies of these documents may be obtained at the SEC's
public reference rooms in Washington, D.C., New York, New York, and Chicago,
Illinois. The Company's SEC filings are also available from commercial
document retrieval services or on the SEC's web site at http://www.sec.gov.
Stockholders may also request a copy of the Company's financial reports filed
with the SEC by contacting the Company's Secretary at 63 Lincoln Highway,
Malvern, Pennsylvania 19355, telephone number (610) 644-1300.
By Order of the Board of Directors
Felix Zandman
Chairman of the Board and Chief Executive
Officer
_______, 2001
Malvern, Pennsylvania
IMPORTANT
PLEASE COMPLETE, SIGN AND DATE
YOUR WRITTEN CONSENT PROMPTLY
AND RETURN IT IN THE ENCLOSED ENVELOPE
WRITTEN CONSENT OF STOCKHOLDERS
VISHAY INTERTECHNOLOGY, INC.
THIS CONSENT IS SOLICITED BY THE BOARD OF DIRECTORS. WHEN PROPERLY
EXECUTED, THIS CONSENT WILL BE VOTED AS DESIGNATED BY THE UNDERSIGNED ON THE
REVERSE SIDE. IF THIS CONSENT IS SIGNED, DATED, AND DELIVERED TO VISHAY
INTERTECHNOLOGY, INC. WITH NO DESIGNATION BY THE UNDERSIGNED ON THE REVERSE
SIDE, THIS CONSENT WILL CONSTITUTE THE STOCKHOLDER'S CONSENT TO AND APPROVAL
OF THE AMENDMENT.
PLEASE SIGN NAMES EXACTLY AS PRINTED HEREON. EXECUTORS, ADMINISTRATORS,
TRUSTEES, GUARDIANS, AND ATTORNEYS SHOULD GIVE FULL TITLE AS SUCH. WHEN
SHARES ARE HELD JOINTLY, ALL SHOULD SIGN. IF THE SIGNER IS A CORPORATION,
SIGN FULL CORPORATE NAME BY DULY AUTHORIZED OFFICER. IF THE SIGNER IS A
PARTNERSHIP, SIGN IN THE NAME OF THE PARTNERSHIP BY AN AUTHORIZED PERSON. IF
SHARES ARE HELD IN MORE THAN ONE CAPACITY, THIS CONSENT SHALL BE DEEMED VALID
FOR ALL SHARES HELD IN ALL CAPACITIES.
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SEE REVERSE SEE REVERSE
SIDE SIDE
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(TO BE SIGNED AND DATED ON THE REVERSE SIDE)
[X] PLEASE MARK AS IN THIS SAMPLE.
Amendment to the first section of ARTICLE FOURTH of the Amended and Restated
Certificate of Incorporation of Vishay Intertechnology, Inc. as set forth
under the heading "The Amendment" in the Consent Solicitation Statement dated
July __, 2001.
MARK ONLY ONE OF THE FOLLOWING THREE BOXES:
[ ] FOR [ ] WITHHOLD [ ] ABSTAIN
(Please sign and date below)
Dated:_________________, 2001
________________________
Signature of Stockholder(s)
________________________
Signature of Stockholder(s)
If signing as attorney, executor,
administrator, trustee or guardian, please give
full title as such, and, if signing for a
corporation, give your title. When shares are
in the names of more than one person, each
should sign.