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): December 13, 2002
VISHAY INTERTECHNOLOGY, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-7416 38-1686453
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
63 Lincoln Highway, Malvern, Pennsylvania 19355-2120
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(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (610) 644-1300
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N/A
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On December 13, 2002, Vishay Intertechnology, Inc. completed the acquisition of
BCcomponents Holdings B.V., a leading manufacturer of passive components with
operations in Europe, India and the Far East. The product lines of BCcomponents
include linear and non-linear resistors; ceramic, film and aluminum electrolytic
capacitors; and switches and trimming potentiometers.
Vishay acquired the outstanding shares of BCcomponents in exchange for ten-year
warrants to acquire 7,000,000 shares of Vishay common stock at an exercise price
of $20.00 per share and ten-year warrants to acquire 1,823,529 shares of Vishay
common stock at an exercise price of $30.30 per share.
In the transaction, outstanding obligations of BCcomponents, including
indebtedness and transaction fees and expenses, in the amount of approximately
$224 million were paid or assumed. Also, $105 million in principal amount of
BCcomponents' mezzanine indebtedness and certain other securities of
BCcomponents were exchanged for $105 million principal amount of floating rate
unsecured loan notes of Vishay due 2102. The Vishay notes bear interest at LIBOR
plus 1.5% through December 31, 2006 and at LIBOR thereafter. The interest note
could be further reduced to 50% of LIBOR after December 31, 2010 if the price of
Vishay common stock trades above a specified target price, as provided in the
notes. The notes are subject to a put and call agreement under which the holders
may at any time put the notes to Vishay in exchange for 6,176,471 shares of
Vishay common stock in the aggregate, and Vishay may call the notes in exchange
for cash or for shares of its common stock after 15 years from the date of
issuance. Vishay has granted registration rights for the warrants and the shares
of common stock issuable in respect of the warrants and the notes.
Item 5. Other Events.
On December 13, 2002, Vishay entered into an amendment to its revolving bank
credit facility in which the aggregate commitment under this facility was
reduced from $660 million to $500 million, which amount is subject to increase
under certain circumstances, and certain changes were made to other terms of the
facility. A copy of the amendment is filed as an exhibit to this report.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements required by this Item 7(a) will be filed by
amendment to this Current Report on Form 8-K.
(b) Pro Forma Financial Information
The pro forma financial information required by this Item 7(b) will be
filed by amendment to this Current Report on Form 8-K.
(c) Exhibits.
Exhibit No. Description
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2.1 Share Sale and Purchase Agreement between Phoenix Acquisition
Company S.ar.l; Other Investors (as defined); Mezzanine
Lenders (as defined); Vishay Intertechnology, Inc.; Vishay
Europe Gmbh; and BCcomponents International B.V., dated as of
November 10, 2002
2.2 Amendment to the Share Sale and Purchase Agreement between
Phoenix
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Acquisition Company S.ar.l; Other Investors (as defined);
Mezzanine Lenders (as defined); Vishay Intertechnology, Inc.;
Vishay Europe Gmbh; and BCcomponents International B.V., dated
as of December 4, 2002
4.1 Warrant Agreement between Vishay Intertechnology, Inc. and
American Stock Transfer & Trust Co., dated December 13, 2002
4.2 Note Purchase Agreement between Vishay Intertechnology, Inc.
and Subscribers (as defined), dated December 13, 2002
4.3. Note Instrument by Vishay Intertechnology, Inc., dated as of
December 13, 2002
4.4 Securities Investment and Registration Rights Agreement by and
among Vishay Intertechnology, Inc. and the Original Holders
defined therein, dated as of December 13, 2002
4.5 Put and Call Agreement between Vishay Intertechnology, Inc.
and the Initial Holders (as defined), dated as of December 13,
2002.
4.6. Second Amendment to Amended and Restated Vishay
Intertechnology, Inc. Long Term Revolving Credit Agreement and
Consent, made as of December 13, 2002, by and among Vishay
Intertechnology, Inc. the Permitted Borrowers (as defined),
Comerica Bank and the Lenders signatory thereto and Comerica
Bank as administrative agent.
99.1 Press Release from Vishay Intertechnology, Inc., dated as of
December 16, 2002
SIGNATURES
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.
VISHAY INTERTECHNOLOGY, INC.
/s/ Avi D. Eden
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By: Avi D. Eden
Executive Vice President and General Counsel
Date: December 23, 2002
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Share Sale and Purchase Agreement between Phoenix Acquisition
Company S.ar.l; Other Investors named therein; Mezzanine
Lenders (as defined); Vishay Intertechnology, Inc.; Vishay
Europe Gmbh; and BCcomponents International B.V., dated as of
November 10, 2002
2.2 Amendment to the Share Sale and Purchase Agreement between
Phoenix Acquisition Company S.ar.l; Other Investors as named
therein; Mezzanine Lenders (as defined); Vishay
Intertechnology, Inc.; Vishay Europe Gmbh; and BCcomponents
International B.V., dated as of December 4, 2002
4.1 Warrant Agreement between Vishay Intertechnology, Inc. and
American Stock Transfer & Trust Co., dated December 13, 2002
4.2 Note Purchase Agreement between Vishay Intertechnology, Inc.
and Subscribers (as defined), dated December 13, 2002
4.3. Note Instrument by Vishay Intertechnology, Inc., dated as of
December 13, 2002
4.4 Securities Investment and Registration Rights Agreement by and
among Vishay Intertechnology, Inc. and the Original Holders
(as defined), dated as of December 13, 2002
4.5 Put and Call Agreement between Vishay Intertechnology, Inc.
and the Initial Holders (as defined), dated as of December 13,
2002.
4.6. Second Amendment to Amended and Restated Vishay
Intertechnology, Inc. Long Term Revolving Credit Agreement and
Consent, made as of December 13, 2002, by and among Vishay
Intertechnology, Inc. the Permitted Borrowers (as defined),
Comerica Bank and the Lenders signatory thereto and Comerica
Bank as administrative agent.
99.1 Press Release from Vishay Intertechnology, Inc., dated as of
December 16, 2002
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