8-K

UNITED STATESSECURITIES 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)     April 28, 2009

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 No.)

63 Lancaster Avenue Malvern, PA 19355	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))

Item 2.02 – Results of Operations and Financial Condition

On April 28, 2009, Vishay Intertechnology, Inc. issued a press release announcing its financial results for the fiscal quarter ended March 28, 2009. A copy of the press release is attached as Exhibit 99 to this report.

Item 7.01 – Regulation FD Disclosure

Computational Guidance on Earnings Per Share Estimates

The Company frequently receives questions from analysts and shareholders 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 second quarter of 2009.  

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 stock options, warrants, convertible notes, etc.) if those potentially issuable shares would reduce EPS (“diluted”).  

The number of shares related to options, warrants, and similar instruments included in diluted EPS is based on the “Treasury Stock Method” prescribed in Statement of Financial Accounting Standards (“SFAS”) No. 128.  This method assumes a theoretical repurchase of shares using the proceeds of the respective stock option or warrant exercise 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 stock options, warrants and similar instruments is dependent on this average stock price and will increase as the average stock price increases. This method is also utilized for net share settlement debt.

The number of shares includable in the calculation of diluted EPS in respect of conventional convertible or exchangeable securities is based on the “If Converted” method prescribed in SFAS No. 128.  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.  

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 stock options, warrants and convertible or exchangeable securities currently outstanding and their exercise and conversion features currently in effect.  Changes in these parameters 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 second quarter of 2009.  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 second quarter of 2009:

• The Company has approximately 186 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 options, warrants, and similar instruments does not vary significantly and is generally less than 1 million incremental shares.
• The Company’s exchangeable unsecured notes due 2102 are dilutive at quarterly earnings levels in excess of approximately $7 million.  The exchangeable unsecured notes are exchangeable for approximately 6 million shares.  Quarterly interest, net of tax, is approximately $0.2 million.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99	Press release dated April 28, 2009

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:	April 28, 2009
		VISHAY INTERTECHNOLOGY, INC.
		By:	/s/ Lior E. Yahalomi
		Name:	Dr. Lior E. Yahalomi
		Title:	Executive Vice President and
			Chief Financial Officer

EX-99

Exhibit 99

Vishay Reports Results for First Quarter 2009

• Revenues for first quarter 2009 were $450 million.
• Net loss attributable to common stockholders of $0.16 per share for the first quarter 2009 was impacted by charges for restructuring and severance costs, which had a negative $0.08 per share after-tax effect, for an adjusted net loss attributable to common stockholders per share of $0.08.
• Cash generated from operations was $53 million and capital expenditures were $11 million in the first quarter 2009.

• Fixed costs reduced by $54 million in first quarter 2009 compared to first quarter 2008.
• Capital expenditures of less than $50 million expected for year 2009, $20 million less than projected three months ago. Capital expenditures for 2008 were $152 million.

MALVERN, Pa.--(BUSINESS WIRE)--April 28, 2009--Dr. Felix Zandman, Executive Chairman of the Board, and Dr. Gerald Paul, President and Chief Executive Officer of Vishay Intertechnology, Inc. (NYSE:VSH), announced today that net revenues for the fiscal quarter ended March 28, 2009 were $449.5 million, compared to $733.3 million for the fiscal quarter ended March 29, 2008. The net loss attributable to Vishay stockholders for the fiscal quarter ended March 28, 2009 was $29.1 million or $0.16 per share, compared to a net loss attributable to Vishay stockholders of $30.7 million or $0.16 per share for the fiscal quarter ended March 29, 2008.

The net loss attributable to Vishay stockholders for the fiscal quarter ended March 28, 2009 was impacted by pretax charges for restructuring and severance costs of $18.9 million, which had a $0.08 per share after-tax effect on the net loss.

The net loss attributable to Vishay stockholders for the fiscal quarter ended March 29, 2008 was impacted by pretax charges for restructuring and severance costs of $18.2 million and related asset write-downs of $4.2 million. These items and their tax-related consequences had a negative $0.10 per share effect on income from continuing operations attributable to Vishay stockholders. The net loss for the fiscal quarter ended March 29, 2008 also included a loss on discontinued operations of $42.1 million, or $0.23 per share.

As previously disclosed, Vishay was required to adopt two new accounting standards on January 1, 2009, which required retrospective adjustment of previously issued financial statements. The retrospective application of FSP APB 14-1 increased previously reported interest expense by $6.1 million, or $0.03 per diluted share for the first quarter of 2008.

Commenting on the results for the first quarter 2009, Dr. Paul stated, “As we have reacted quickly to this unprecedented recession, we were able to substantially reduce the impact on Vishay’s performance. We are ahead of our program to reduce fixed costs in manufacturing and SG&A by $150 million in 2009 compared to 2008: our fixed costs in the first quarter 2009 were $54 million lower compared to the first quarter 2008.”

Dr. Paul continued, “Our business seems to have bottomed out in the first quarter. Semiconductors already show first signs of a recovery in the course of the quarter, picking up even more in April. However the passive components with their stronger exposure to the automotive and industrial segments in Europe and the US may still decline slightly. During preceding downturns passive components followed for Vishay the lead of semiconductors by several months.”

Dr. Paul concluded, “Cash generated from operations was $53 million and capital expenditures were $11 million in the first quarter 2009. We now project capital expenditures to be below $50 million for 2009. Despite an expansion of our restructuring plans we project the cash outlay for restructuring and severance programs to be approximately $50 million in 2009. As a result of our efforts we expect a strong free cash flow for the Company even in this year of recession.”

Commenting on the Company's acquisition and R&D activities, Dr. Felix Zandman, Executive Chairman of the Board and Chief Technical and Business Development Officer, stated, "Due to the severe recession we will not actively pursue acquisitions. Our focus continues to be on generating and conserving cash. We are pleased to report a strong free cash generation.”

Dr. Zandman concluded, “As a result of our R&D programs we will continue to roll out the new products the market demands. I remain optimistic about the future of electronics and of our business specifically.”

A conference call to discuss first quarter financial results is scheduled for Tuesday, April 28, 2009 at 10:00 AM ET. The dial-in number for the conference call is 877-589-6174 (+1 706-643-1406 if calling from outside the United States or Canada) and the conference ID is #94178528.

There will be a replay of the conference call from 12:30 PM ET on Tuesday, April 28, 2009 through 11:59 PM ET on Sunday, May 3, 2009. The telephone number for the replay is 800-642-1687 (+1 706-645-9291 if calling from outside the United States or Canada) and the access code is #94178528.

There will also be a live audio webcast of the conference call. This can be accessed directly from the Investor Relations section of the Vishay website at http://ir.vishay.com.

Vishay Intertechnology, Inc., a Fortune 1,000 Company listed on the NYSE (VSH), is one of the world's largest manufacturers of discrete semiconductors (diodes, rectifiers, transistors, and optoelectronics and selected ICs) and passive electronic components (resistors, capacitors, inductors, sensors, and transducers). These components are used in virtually all types of electronic devices and equipment, in the industrial, computing, automotive, consumer, telecommunications, military, aerospace, and medical markets. Its product innovations, successful acquisition strategy, and ability to provide "one-stop shop" service have made Vishay a global industry leader. Vishay can be found on the Internet at http://www.vishay.com.

Statements contained herein that relate to the Company's future performance, including statements with respect to forecasted activity, capital expenditures, cash generation, and R&D activity, and the general state of the Company, are forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks, uncertainties and contingencies, many of which are beyond our control, which may cause actual results, performance or achievements to differ materially from those anticipated. Such statements are based on current expectations only, and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions, particularly the current recessionary environment; difficulties in implementing our cost reduction strategies; difficulties in new product development; changes in foreign currency exchange rates; competition and technological changes in our industries; and other factors affecting our operations that are set forth in our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Management believes that stating the impact on net earnings of items such as restructuring and severance, asset write-downs and other items not reflecting on-going operating activities is meaningful to investors because it provides insight with respect to intrinsic operating results of the Company and, management believes, is a common measure of performance in the industries in which the Company competes. Investors should be aware, however, that this is a non-GAAP measure of performance and should not be considered as a substitute for the comparable GAAP measure.

VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands except earnings per share)
	Fiscal quarter ended
	March 28,			March 29,
	2009			2008
				as recast (a)
Net revenues	$	449,511		$	733,313
Costs of products sold		381,487			560,850
Gross profit		68,024			172,463
Gross margin		15.1	%		23.5	%
Selling, general, and administrative expenses		87,454			119,063
Restructuring and severance costs		18,933			18,202
Asset write-downs		-			4,195
Operating income (loss)		(38,363	)		31,003
Operating margin		-8.5	%		4.2	%
Other income (expense):
Interest expense		(2,864	)		(12,714	)
Other		12,883			(198	)
Total other income (expense) - net		10,019			(12,912	)
Income (loss) from continuing operations before taxes		(28,344	)		18,091
Income taxes		710			6,173
Income (loss) from continuing operations, net of tax		(29,054	)		11,918
Loss from discontinued operations, net of tax		-			(42,136	)
Net earnings (loss)		(29,054	)		(30,218	)
Less: net earnings attributable to noncontrolling interests		73			478
Net earnings (loss) attributable to Vishay stockholders	$	(29,127	)	$	(30,696	)
Basic earnings (loss) per share attributable to Vishay stockholders:*
Continuing operations	$	(0.16	)	$	0.06
Discontinued operations	$	-		$	(0.23	)
Net earnings (loss)	$	(0.16	)	$	(0.16	)
Diluted earnings (loss) per share attributable to Vishay stockholders:*
Continuing operations	$	(0.16	)	$	0.06
Discontinued operations	$	-		$	(0.23	)
Net earnings (loss)	$	(0.16	)	$	(0.16	)
Weighted average shares outstanding - basic		186,558			186,343
Weighted average shares outstanding - diluted		186,558			186,540
Amounts attributable to Vishay stockholders:
Income (loss) from continuing operations, net of tax	$	(29,127	)	$	11,440
Discontinued operations, net of tax		-			(42,136	)
Net earnings (loss)	$	(29,127	)	$	(30,696	)
* May not add due to rounding.

(a) Recast to reflect the retrospective adoption of new accounting standards. See current report on Form 8-K filed with the U.S. Securities and Exchange Commission on April 13, 2009.

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(In thousands)
	March 28,			December 31,
	2009			2008
Assets	(Unaudited)			as recast (a)
Current assets:
Cash and cash equivalents	$	364,776		$	324,164
Accounts receivable, net		274,138			311,197
Inventories:
Finished goods		152,107			173,280
Work in process		209,582			211,320
Raw materials		142,967			153,419
Deferred income taxes		14,904			15,251
Prepaid expenses and other current assets		103,444			139,903
Total current assets		1,261,918			1,328,534
Property and equipment, at cost:
Land		97,550			98,827
Buildings and improvements		500,690			508,579
Machinery and equipment		2,066,063			2,091,124
Construction in progress		69,539			80,857
Allowance for depreciation		(1,630,444	)		(1,617,225	)
		1,103,398			1,162,162
Intangible assets, net		168,435			177,782
Other assets		138,205			147,482
Total assets	$	2,671,956		$	2,815,960

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets (continued)
(In thousands)
	March 28,			December 31,
	2009			2008
	(Unaudited)			as recast (a)
Liabilities and stockholders' equity
Current liabilities:
Notes payable to banks	$	406		$	11,293
Trade accounts payable		78,974			104,608
Payroll and related expenses		108,989			117,197
Other accrued expenses		172,152			191,086
Income taxes		19,252			24,901
Current portion of long-term debt		27,009			13,044
Total current liabilities		406,782			462,129
Long-term debt less current portion		334,419			333,631
Deferred income taxes		13,040			18,842
Deferred grant income		3,012			3,143
Other liabilities		113,451			123,207
Accrued pension and other postretirement costs		311,528			325,112
Total liabilities		1,182,232			1,266,064
Equity:
Vishay stockholders' equity
Common stock		17,220			17,220
Class B convertible common stock		1,435			1,435
Capital in excess of par value		2,316,477			2,315,851
Retained earnings (accumulated deficit)		(894,744	)		(865,617	)
Accumulated other comprehensive income		44,341			75,969
Total Vishay stockholders' equity		1,484,729			1,544,858
Noncontrolling interests		4,995			5,038
Total equity		1,489,724			1,549,896
Total liabilities and equity	$	2,671,956		$	2,815,960

(a) Recast to reflect the retrospective adoption of new accounting standards. See current report on Form 8-K filed with the U.S. Securities and Exchange Commission on April 13, 2009.

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Cash Flows
(Unaudited - In thousands)
	Three fiscal months ended
	March 28,			March 29,
	2009			2008
				as recast (a)
Continuing operating activities
Net earnings (loss)	$	(29,054	)	$	(30,218	)
Adjustments to reconcile net earnings (loss) to net cash provided by continuing operating activities:
Loss on discontinued operations, net of tax		-			42,136
Depreciation and amortization		54,571			54,898
(Gain) loss on disposal of property and equipment		79			30
Accretion of interest on convertible notes		-			5,623
Asset write-downs		-			4,195
Inventory write-offs for obsolescence		6,376			6,205
Deferred grant income		(209	)		(535	)
Other		(21,449	)		6,845
Changes in operating assets and liabilities, net of effects of businesses acquired		42,937			(50,946	)
Net cash provided by continuing operating activities		53,251			38,233
Continuing investing activities
Purchase of property and equipment		(11,309	)		(25,829	)
Proceeds from sale of property and equipment		308			415
Other investing activities		-			100
Net cash used in continuing investing activities		(11,001	)		(25,314	)
Continuing financing activities
Principal payments on long-term debt and capital lease obligations		(247	)		(326	)
Proceeds of long-term debt, net of issuance costs		15,000			-
Net changes in short-term borrowings		(10,871	)		483
Distributions to noncontrolling interests		(116	)		(359	)
Proceeds from stock options exercised		-			16
Net cash (used in) provided by continuing financing activities		3,766			(186	)
Effect of exchange rate changes on cash and cash equivalents		(2,404	)		19,248
Net increase (decrease) in cash and cash equivalents from continuing activities		43,612			31,981
Net cash (used) provided by discontinued operating activities		(3,000	)		3,470
Net cash used by discontinued investing activities		-			(134	)
Net cash used by discontinued financing activities		-			-
Net cash (used) provided by discontinued operations		(3,000	)		3,336
Net increase in cash and cash equivalents		40,612			35,317
Cash and cash equivalents at beginning of period		324,164			537,295
Cash and cash equivalents at end of period	$	364,776		$	572,612

(a) Recast to reflect the retrospective adoption of new accounting standards. See current report on Form 8-K filed with the U.S. Securities and Exchange Commission on April 13, 2009.

CONTACT:
Vishay Intertechnology, Inc.
Dr. Lior E. Yahalomi
Executive Vice President and Chief Financial Officer
+1-610-644-1300
or
Peter G. Henrici
Senior Vice President Corporate Communications
+1-610-644-1300