Filed Pursuant to Rule 424(b)(3)
Registration No. 333-110259
PROSPECTUS SUPPLEMENT NO. 5
TO PROSPECTUS DATED MARCH 4, 2004
$500,000,000 Principal Amount of
3 5/8% Convertible Subordinated Notes Due 2023
and
Shares of Common Stock Issuable Upon Conversion of the Notes
______________
This prospectus supplement relates to the resale by the selling
securityholders (including their transferees, pledgees or donees or their
successors) of up to $500 million aggregate principal amount of 3 5/8%
Convertible Subordinated Notes due 2023 issued by Vishay Intertechnology, Inc.
and the shares of common stock issuable upon conversion of the notes.
This prospectus supplement should be read in conjunction with the
prospectus dated March 4, 2004, as supplemented, which is to be delivered with
this prospectus supplement, and this prospectus supplement is qualified by
reference to the prospectus, except to the extent that the information in this
prospectus supplement supercedes the information contained in the prospectus.
This prospectus supplement is not complete without, and may not be delivered or
utilized except in connection with, the prospectus, including any amendments or
supplements to it.
Investing in the notes or the common stock offered by the prospectus
involves risks that are described in the "Risk Factors" section beginning on
page 7 of the prospectus.
______________
Neither the Securities and Exchange Commission, any state securities
commission nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus supplement is truthful or complete.
Any representation to the contrary is a criminal offense.
______________
The date of this prospectus supplement is September 21, 2004.
The information in the table appearing under the heading "Selling
Securityholders" beginning on page 54 of the prospectus, as supplemented, is
amended by adding the information below with respect to persons not previously
listed in the prospectus, and by superceding the information below with respect
to persons previously listed in the prospectus.
The following table sets forth certain information as of the date noted,
concerning the principal amount of notes beneficially owned by each selling
securityholder and the number of shares of common stock that may be offered from
time to time by each selling securityholder under this prospectus. The
information is based on information provided by or on behalf of the selling
securityholders. The number of shares of common stock issuable upon conversion
of the notes shown in the table below assumes conversion of the full amount of
notes held by each holder at an initial conversion price of $21.28 per share.
This conversion price is subject to adjustments in certain circumstances.
Because the selling securityholders may offer all or some portion of the notes
or the common stock issuable upon conversion of the notes, we have assumed for
purposes of the table below that the selling securityholders will sell all of
the notes or convert all of the notes and sell all of the common stock issuable
upon conversion of the notes offered by the prospectus. The selling
securityholders identified below may have sold, transferred or otherwise
disposed of all or a portion of their notes since the date on which they
provided the information regarding their notes in transactions exempt from the
registration requirements of the Securities Act. Information about the selling
securityholders may change over time. Any changed information furnished to us by
the selling securityholders will be set forth in prospectus supplements to the
extent required.
Other Shares of
Common Stock
Shares of Beneficially
Aggregate Common Stock Owned Before
Principal Issuable the Offering
Amount of Notes Upon and Assumed to
Beneficially Conversion be Owned
Owned and of the Following the
Name* Offered Notes** Offering***
-------------------------- --------------- ------------ ----------------
Dbag London(1) 2,000,000 93,984 0
Deutsche Bank Securities Inc(2) 6,400,000 300,751 0
Jeffries & Company, Inc.(3) 20,000 939 0
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* Other selling securityholders may be identified at a later date.
Certain selling securityholders are, or are affiliates of, registered
broker-dealers. These selling securityholders have represented that they
acquired their securities in the ordinary course of business and, at the time of
the acquisition of the securities, had no agreements or understandings, directly
or indirectly, with any person to distribute the securities. Each selling
securityholder that is a registered broker-dealer is an "underwriter" within the
meaning of the Securities Act of 1933.
** Assumes conversion of all of the holder's notes at a conversion rate of
46.9925 shares of common stock per $1,000 principal amount at maturity of the
notes. This conversion rate is subject to adjustment as described under
"Description of Notes--Conversion Rights." As a result, the number of shares of
common stock issuable upon conversion of the notes may change in the future.
Excludes any additional shares of common stock that may be issued by us upon the
repurchase of the notes and fractional shares. Holders will receive a cash
adjustment for any fractional share amount resulting from conversion of the
notes, as described under "Description of Notes--Conversion Rights" in the
prospectus.
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*** Based on the outstanding shares of Vishay as of September 20, 2004, none
of the selling securityholders would beneficially own in excess of 1% of the
outstanding shares following the sale of securities in the offering.
(1) Dbag London is a subsidiary of Deutsche Bank AG, a publicly-held
corporation. Dan Azzi is the portfolio manager for Dbag London with respect to
the securities indicated in the table and as such has voting and dispositive
power over the securities held by Dbag London. Mr. Azzi disclaims beneficial
ownership of the securities held by Dbag London. Dbag London is an affiliate of
Deutsche Bank Securities Inc., a registered broker-dealer. The information set
forth in the table relating to Dbag London, Inc. is as of September 10, 2004.
(2) Deutsche Bank Securities Inc. is a registered broker-dealer and a
publicly-held corporation. The information set forth in the table relating to
Deutsche Bank Securities Inc. is as of September 10, 2004.
(3) Jefferies & Co., Inc., a registered broker-dealer, is a wholly-owned
subsidiary of Jefferies Group, Inc., a publicly-held corporation. The
information set forth in the table relating to Jefferies & Co., Inc. is as of
September 7, 2004.
Except as a selling securityholder, and as described above in this
prospectus supplement, no selling securityholder listed in the above table has
had any material relationship with us or any of our affiliates within the past
three years.
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