vishay_8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
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 11, 2010
| |
Vishay Intertechnology, Inc. |
|
| (Exact name of registrant as specified
in its charter) |
| Delaware |
|
1-7416 |
|
38-1686453 |
| (State or other jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
| of incorporation) |
|
File Number) |
|
Identification
No.) |
| 63 Lancaster
Avenue |
|
|
| Malvern, PA |
|
19355-2143 |
| (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.) |
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
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Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425) |
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| o |
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Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17
CFR 240.14a-12) |
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| o |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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| o |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 – Entry into a Material Definitive
Agreement
Effective June 11, 2010,
Vishay Intertechnology, Inc. and its lenders entered into a consent and third
amendment to the Fourth Amended and Restated Credit Agreement (the “Credit
Agreement”). Pursuant to the consent and amendment, the lenders consented to
various items necessary to effectuate the proposed Vishay Precision Group, Inc.
(“VPG”) spin-off transaction, including, upon consummation of such spin-off
transaction, the release of all collateral related to VPG entities.
Additionally, the tangible net worth covenant was revised (such revision to be
effective only in the event such spin-off transaction is consummated),
reflecting the decrease in tangible net worth expected to occur upon the
spin-off of VPG, to $1 billion plus 75% of net proceeds of equity offerings
plus, commencing with the fiscal quarter ending March 31, 2011, 50% of net
income (without offset for losses) for each fiscal quarter ending after December
31, 2010.
This amendment also made
minor modifications to the collateral arrangements and minor increases to
pricing under the Credit Agreement.
Other significant terms
and conditions of the Credit Agreement have not been changed. The Credit
Agreement, as amended, will expire April 20, 2012.
The foregoing
description is qualified in its entirety by reference to the Consent and Third
Amendment to the Fourth Amended and Restated Credit Agreement, which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 – Financial Statements and
Exhibits
(d)
Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Consent and Third Amendment to the Vishay Intertechnology, Inc.
Fourth Amended and Restated Credit
Agreement. |
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: June 14, 2010
| VISHAY INTERTECHNOLOGY,
INC. |
| |
| By: |
/s/ Lior E. Yahalomi |
|
| Name: |
Dr. Lior E. Yahalomi |
| Title: |
Executive Vice President and
Chief
Financial Officer |