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)  February 5, 2021
   

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
(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. ☐

Securities registered pursuant to Section 12(b) of the Act:

 
Title of each class
 
Trading symbol
 
Name of exchange on which registered
Common stock, par value $0.10 per share
VSH
 
New York Stock Exchange

Item 1.02 – Termination of a Material Definitive Agreement

In 2010, Vishay Intertechnology, Inc. ("Vishay" or "the Company") issued $275,000,000 aggregate principal amount of 2.25% Convertible Senior Debentures due 2040 (the "Convertible Senior Debentures due 2040").  The Convertible Senior Debentures due 2040 were governed by an Indenture, dated as of November 9, 2010 (the "Indenture"), between Vishay and Wilmington Trust Company, as trustee.
 
In a series of transactions in 2018 and 2019, Vishay repurchased most of the outstanding Convertible Senior Debentures due 2040 in open market repurchases or through individually negotiated agreements with holders.

On February 4, 2021, Vishay redeemed all of the remaining $300,000 principal amount of its Convertible Senior Debentures due 2040 pursuant to the Company’s option set forth in the Indenture, as further described in the Company Notice delivered to holders on January 5, 2021.
 
On February 5, 2021, Wilmington Trust Company, as trustee, confirmed that Vishay has satisfied and discharged its obligations under the Indenture.

Item 2.02 – Results of Operations and Financial Condition

On February 9, 2021, the Company issued a press release announcing its financial results for the fiscal quarter and year ended December 31, 2020.  A copy of the press release is attached as Exhibit 99.1 to this report.

Item 7.01 – Regulation FD Disclosure

Computational Guidance on Earnings Per Share Estimates

The Company frequently receives questions from analysts and stockholders regarding its diluted earnings per share ("EPS") computation.  The information furnished in this Form 8-K provides additional information on the impact of key variables on the EPS computation, particularly as they relate to the first fiscal quarter of 2021.

Accounting principles require that EPS be computed based on the weighted average shares outstanding ("basic"), and also assuming the issuance of potentially issuable shares (such as those subject to equity awards and convertible debt) if those potentially issuable shares would reduce EPS ("diluted").

Upon adoption of Accounting Standards Update ("ASU") No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40), on January 1, 2021, the number of shares includable in the calculation of diluted EPS in respect of convertible or exchangeable securities is based on the "If Converted Method" prescribed in Financial Accounting Standards Board ("FASB") ASC Topic 260, Earnings Per Share ("FASB ASC Topic 260").  This method assumes the conversion or exchange of these securities for shares of common stock.  In determining if convertible or exchangeable securities are dilutive, the interest savings (net of tax) subsequent to an assumed conversion are added back to net earnings.  The shares related to a convertible or exchangeable security are included in diluted EPS only if EPS as otherwise calculated is greater than the interest savings, net of tax, divided by the shares issuable upon exercise or conversion of the instrument ("incremental earnings per share").  Accordingly, the calculation of diluted EPS for these instruments is dependent on the level of net earnings.  Each series of convertible or exchangeable securities is considered individually and in sequence, starting with the series having the lowest incremental earnings per share, to determine if its effect is dilutive or anti-dilutive.

Pursuant to the indenture governing Vishay's 2.25% Convertible Senior Notes due 2025 and the amendments thereto incorporated in the Supplemental Indenture dated December 23, 2020, Vishay will cash-settle the principal amount of $1,000 per note and share-settle any excess amounts.  Pursuant to FASB ASC Topic 260, the diluted earnings per share calculation will not add back to net earnings the interest savings (net of tax) subsequent to an assumed conversion and the number of shares of common stock will only increase to the extent that the average market price of Vishay common stock during the period exceeds the conversion price of the Convertible Senior Notes due 2025.  Accordingly, the calculation of diluted EPS for Vishay's 2.25% Convertible Senior Notes due 2025 is dependent on the average market price of Vishay common stock during the period and not on the level of net earnings.

The number of shares related to equity awards included in diluted EPS is based on the "Treasury Stock Method" prescribed in FASB ASC Topic 260.  This method assumes a theoretical repurchase of shares using the unrecognized compensation expense and any other proceeds at a price equal to the issuer's average stock price during the related earnings period.   Accordingly, the number of shares includable in the calculation of diluted EPS in respect of equity awards is dependent on this average stock price and will increase as the average stock price increases.

The following estimates of shares expected to be used in the calculation of diluted EPS consider the number of the Company's shares currently outstanding and the Company's convertible securities currently outstanding and their exercise and conversion features currently in effect.  The Company adjusts its calculation for the estimated effect of expected quarterly activity.  The estimates assume no share or convertible debt instrument repurchases during the first fiscal quarter of 2021.  Changes in these parameters or estimates could have a material impact on the calculation of diluted EPS.

The following estimates of shares expected to be used in the calculation of diluted EPS should be read in conjunction with the information on earnings per share in the Company's filings on Form 10-Q and Form 10-K.  These estimates are unaudited and are not necessarily indicative of the shares used in the diluted EPS computation for any prior period.  The estimates below are not necessarily indicative of the shares to be used in the quarterly diluted EPS computation for any period subsequent to the first fiscal quarter of 2021.  The Company assumes no duty to revise these estimates as a result of changes in the parameters on which they are based or any changes in accounting principles.  Also, the presentation is not intended as a forecast of EPS values or share prices of the Company's common stock for any period.



For the first fiscal quarter of 2021:

• The Company has approximately 145 million shares issued and outstanding, including shares of common stock and class B common stock.
   
• The number of shares included in diluted EPS related to restricted stock units does not vary significantly and is generally less than 1 million incremental shares.
   
• The Company's Convertible Senior Notes due 2025 are convertible at a conversion price of $31.36 per $1,000 principal amount, equivalent to 31.8836 shares per $1,000 principal amount.  There is $465.3 million principal amount of the notes outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula:
   
  S = [$465,344,000 / $1000] * [(P - $31.36) * 31.8836] / P
   
  where
   
  S = the number of shares to be included in diluted EPS, and
  P = the average market price of Vishay common stock for the quarter.
   
  If the average market price is less than $31.36, no shares will be included in the diluted earnings per share computation.
   
• The Company's Convertible Senior Debentures due 2040 were redeemed by the Company on February 4, 2021.  The Convertible Senior Debentures due 2040 will be included in the diluted earnings per share computation for the period prior to redemption.  The inclusion of the Convertible Senior Debentures due 2040 will have an immaterial impact on the diluted earnings per share computation.
 

The following table summarizes the approximate number of shares to be included in the denominator of the diluted EPS calculation assuming net earnings attributable to Vishay stockholders based on average stock price (number of shares in millions):

Average Stock Price
  
Projected Diluted Shares
<$31.36
  
145

Item 9.01 – Financial Statements and Exhibits
 
(d) Exhibits

Exhibit No.
 
Description
 
 
  
 
 
   104   Cover Page Interactive Data File (embedded within the Inline XBRL document).
 


 
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: February 9, 2021

 
VISHAY INTERTECHNOLOGY, INC.

 
By:
/s/ Lori Lipcaman
 

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