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): May 24, 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
On May 24, 2004, Vishay Intertechnology, Inc. entered into a Consent and
First Amendment to Vishay Intertechnology, Inc. Second Amended and Restated Long
Term Revolving Credit Agreement, effective as of May 14, 2004, a copy of which
is filed as an exhibit.
The amendment provides for lender consent to the corporate restructuring
of certain subsidiaries of Vishay, permits subsidiary guarantees of certain
equipment leases and revises and clarifies the conditions under which Vishay and
its subsidiaries may extend loans to one another. In addition, in connection
with the execution of the amendment, certain additional Vishay subsidiaries,
which have become "significant subsidiaries" as that term is defined under the
credit agreement, have become parties to various security and guaranty
documents.
Previously, on May 5, 2004, Vishay delivered to the holders of its Liquid
Yield OptionTM Notes due 2021 (Zero Coupon-Subordinated) (LYONs) a company
notice/prospectus describing the option of the holders to require Vishay to
repurchase the LYONs at a purchase price of $602.77 per $1,000 principal amount
at maturity of the LYONs on the purchase date of June 4, 2004. As permitted by
the indenture governing the LYONs, Vishay has elected to pay the purchase price
in shares of its common stock. However, if certain conditions are not satisfied,
Vishay would be required to pay the purchase price in cash. The amendment to the
credit agreement, together with the addition of the new significant subsidiaries
as parties to the security and guaranty documents, removes any impediment to
Vishay's borrowing under the credit agreement in order to fund the purchase of
the LYONs, in the event Vishay is required to make payment in cash.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Description
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10.1 Consent and First Amendment to Vishay Intertechnology, Inc.
Second Amended and Restated Long Term Revolving Credit
Agreement, dated as of May 14, 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: May 25, 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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10.1 Consent and First Amendment to Vishay Intertechnology, Inc.
Second Amended and Restated Long Term Revolving Credit
Agreement, dated as of May 14, 2004.