8-K

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)     May 13, 2005

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 Lincoln Highway 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 – Other Events

On May 12, 2005, Vishay issued a press release announcing the results of the tender offer to acquire the shares of common stock of Siliconix incorporated that it did not already own.

A copy of the press release is furnished as Exhibit 99 to this report.

Item 9.01 – Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description
99	Press release dated May 12, 2005 announcing the results of Vishay’s offer to acquire the shares of Siliconix incorporated it did not already own.

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: May 13, 2005

VISHAY INTERTECHNOLOGY, INC.
By:	/s/ RICHARD N. GRUBB
Name:	Richard N. Grubb
Title:	Executive Vice President and Chief Financial Officer

EX-99

Exhibit 99

NEWS RELEASE

Contact:	Richard N. Grubb,
	Executive Vice President and
	Chief Financial Officer
	610/644-1300

FOR IMMEDIATE RELEASE

Vishay Announces Successful Completion of Siliconix Tender Offer

MALVERN, PENNSYLVANIA - May 12, 2005 - Vishay Intertechnology, Inc. (NYSE: VSH) today announced that 4,510,363 shares of Siliconix incorporated (NASDAQ: SILI) have been tendered pursuant to Vishay’s offer to acquire the 5,849,040 shares of Siliconix it did not already own.   The shares tendered represent 77.1% of the shares of Siliconix that were not owned by Vishay, thus satisfying the minimum condition of the offer.  Vishay will issue 3.075 shares of its common stock for each share of Siliconix common stock tendered pursuant to the offer, or a total of approximately 13,869,000 shares.  Cash will be paid in lieu of fractional shares of Vishay.  The offer expired at 5:00 p.m. New York City time on May 12, 2005.

          Prior to the offer, Vishay owned approximately 80.4% of the common stock of Siliconix.  As a result of the expiration of the tender offer, Vishay will own approximately 95.5% of the common stock of Siliconix.

          As contemplated in the tender offer documents, Vishay will promptly effect a merger of Siliconix with a subsidiary of Vishay, and Siliconix will become a wholly owned subsidiary of Vishay.  In this merger, all remaining holders of Siliconix common stock other than Vishay and its subsidiaries will receive the same consideration for their shares as the holders who tendered their shares in the offer, subject to the rights of Siliconix’s remaining stockholders to seek appraisal under Delaware law.

          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, and transducers). Vishay’s components can be found in products manufactured in a very broad range of industries worldwide. Vishay is headquartered in Malvern, Pennsylvania, and has operations in 17 countries employing over 25,000 people. Vishay can be found on the Internet at http://www.vishay.com.

        Siliconix is a leading manufacturer of power MOSFETs, power ICs, analog switches, and multiplexers for computers, cell phones, fixed communications networks, automobiles, and other consumer and industrial electronic systems. With 2004 worldwide sales of $466.1 million, Siliconix facilities include a company-owned Class 1 wafer fab dedicated to the manufacture of power products in Santa Clara, California, and a Class 1 wafer fab located in Itzehoe, Germany utilized under a lease arrangement. Siliconix products are also fabricated by subcontractors in Japan, Germany, China, Taiwan, and the United States. Assembly and test facilities include a company-owned facility in Taiwan, a joint venture in Shanghai, China, and subcontractors in the Philippines, China, Taiwan and Israel.

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