Stockholders' Equity

12 Months Ended

Dec. 31, 2011

Stockholders' Equity [Abstract]

Stockholders' Equity

Note 7 – Stockholders’ Equity

The Company’s Class B common stock carries ten votes per share while the common stock carries one vote per share. Class B shares are transferable only to certain permitted transferees while the common stock is freely transferable.  Class B shares are convertible on a one-for-one basis at any time into shares of common stock.  Transfers of Class B shares other than to permitted transferees result in the automatic conversion of the Class B shares into common stock.

The Board of Directors may only declare dividends or other distributions with respect to the common stock or the Class B common stock if it grants such dividends or distributions in the same amount per share with respect to the other class of stock.  The Company’s revolving credit facility currently prohibits the payment of cash dividends (see Note 6).  Stock dividends or distributions on any class of stock are payable only in shares of stock of that class.  Shares of either common stock or Class B common stock cannot be split, divided, or combined unless the other is also split, divided, or combined equally.

On May 13, 2011, the Company repurchased 8,620,689 shares of common stock for an aggregate purchase price of $150,000.  The Company repurchased 21,721,959 shares of its common stock on November 9, 2010 for $275,000.  On September 8, 2011, the Company entered into an amendment to the Credit Facility that effectively permits up to $300,000 of additional share repurchases, conditioned upon the Company maintaining specific pro forma financial ratios and a required minimum amount of available liquidity, as defined in the amendment.  The amount and timing of any future stock repurchases remains subject to authorization of the Company’s Board of Directors.

The Company issued 8,823,529 warrants to acquire shares of Vishay common stock as part of the purchase price for the 2002 acquisition of BCcomponents.  As a consequence of the spin-off of VPG on July 6, 2010, the exercise price of the warrants was reduced 9.48% to reflect the loss of value to the warrant holder due to the decrease in the trading price of Vishay’s common stock as a result of the spin-off.  Of these warrants, 7,000,000 have an exercise price of $18.10 per share, and 1,823,529 have an exercise price of $27.43 per share.  These warrants expire in December 2012.

At December 31, 2011, the Company had reserved shares of common stock for future issuance as follows:

Common stock options outstanding	384,000
Restricted stock units outstanding	891,000
2007 Stock Incentive Program - available to grant	1,534,000
Phantom stock units outstanding	87,000
Phantom stock units available to grant	95,000
Common stock warrants	8,823,529
Exchangeable unsecured notes, due 2102	6,176,471
Convertible senior debentures, due 2040*	22,285,258
Convertible senior debentures, due 2041*	8,870,490
Conversion of Class B common stock	13,452,549
	62,599,297

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*The convertible senior debentures due 2040 and due 2041 are convertible into 19,809,103 and 7,884,885 shares, respectively, of Vishay common stock.  The Company has reserved the maximum amount of shares to be delivered upon a make-whole fundamental change as defined in the indentures governing the debentures.