0000103730-19-000012.txt : 20190313 0000103730-19-000012.hdr.sgml : 20190313 20190313080856 ACCESSION NUMBER: 0000103730-19-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190311 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20190313 DATE AS OF CHANGE: 20190313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISHAY INTERTECHNOLOGY INC CENTRAL INDEX KEY: 0000103730 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 381686453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07416 FILM NUMBER: 19677132 BUSINESS ADDRESS: STREET 1: 63 LANCASTER AVENUE CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106441300 MAIL ADDRESS: STREET 1: 63 LANCASTER AVENUE CITY: MALVERN STATE: PA ZIP: 19355 8-K 1 form8k.htm CURRENT REPORT
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)     March 11, 2019
 
 

Vishay Intertechnology, Inc.
 
(Exact name of registrant as specified in its charter)


Delaware
1-7416
38-1686453
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

 
 
63 Lancaster Avenue
Malvern, PA  19355-2143
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:

☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
 ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Item 1.02 - Termination of a Material Definitive Agreement
 
In 2012, Vishay Intertechnology, Inc. ("Vishay") issued $150,000,000 aggregate principal amount of 2.25% Senior Convertible Debentures due 2042 (the "Senior Convertible Debentures due 2042").  The Senior Convertible Debentures due 2042 were governed by an Indenture, dated as of May 31, 2012 (the "Indenture"), between Vishay and Union Bank, N.A., as trustee.
 
In a series of transactions during June, November, and December 2018 and February 2019, Vishay repurchased all of the outstanding Senior Convertible Debentures due 2042 in open market repurchases or through individually negotiated agreements with holders.
 
On March 11, 2019, Union Bank, N.A., as trustee, confirmed that Vishay has satisfied and discharged its obligations under the Indenture.
 
Item 7.01 - Regulation FD Disclosure.
 
Conversion Ratio Adjustments for Dividends
 
The quarterly cash dividend program of Vishay results in adjustments to the conversion rate and effective conversion price for each issuance of Vishay's convertible senior debentures, specifically, the 2.25% Convertible Senior Debentures due 2040 and the 2.25% Convertible Senior Debentures due 2041. As required by the indentures governing the terms of each issuance of debentures, Vishay has delivered a notice and officers' certificate to the trustees regarding these adjustments.

Pursuant to the indentures governing the terms of each issuance of debentures, effective March 13, 2019 (the ex-dividend date), the adjusted conversion rate and adjusted effective conversion price are as follows (subject to the conditions applicable to conversion of debentures set forth in the indentures):
 
   
Due 2040
    
Due 2041
    
               
Conversion Rate (shares of common stock per $1,000 principal amount of debentures)
    
78.7076
      
57.4367
    
Effective conversion price (per share)
  
$
12.71
    
$
17.41
    

The conversion rate and effective conversion price of Vishay's 2.25% convertible senior notes due 2025 were not impacted by the quarterly cash dividend.
 
 
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: March 13, 2019

 
VISHAY INTERTECHNOLOGY, INC.

 
By:
/s/ Lori Lipcaman
 

 
Name:
Lori Lipcaman
 
Title:
Executive Vice President and
 
 
Chief Financial Officer