10-12B/A 1 vishay_1012ba.htm AMENDMENT TO INITIAL GENERAL FORM FOR REGISTRATION OF A CLASS OF SECURITIES vishay_1012ba.htm
As filed with the Securities and Exchange Commission on June 22, 2010
File No. 001-34679
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
______________
 
Amendment No. 6 to
 
FORM 10
______________
 
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
 
Vishay Precision Group, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware 27-0986328
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)

3 Great Valley Parkway, Suite 150
Malvern, PA 19355
 
(Address of principal executive offices)
484-321-5300
 
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Common Stock, $0.10 par value New York Stock Exchange
(Title of Class) (Exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o Accelerated filer o
Non-accelerated filer x(Do not check if a smaller reporting company) Smaller reporting company o



Item 1. Business
 
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
  • Summary
  • Risk Factors
  • The Spin-Off   
  • Forward-Looking Information
  • Unaudited Pro Forma Combined and Consolidated Financial Statements
  • Description of Our Business
  • Management’s Discussion and Analysis of Financial Condition and Results of Operations
  • Certain Relationships and Related Party Transactions – Agreements with Vishay Intertechnology
  • Where You Can Find More Information
Item 1A. Risk Factors
 
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
  • Risk Factors
  • Forward-Looking Information
Item 2. Financial Information
 
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
  • Summary
  • Risk Factors
  • Capitalization
  • Selected Historical Financial Data
  • Unaudited Pro Forma Combined and Consolidated Financial Statements
  • Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Properties
 
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
  • Description of Our Business—Properties
Item 4. Security Ownership of Certain Beneficial Owners and Management
 
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
  • Security Ownership of Certain Beneficial Owners
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Item 5. Directors and Executive Officers
 
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
  • Management
Item 6. Executive Compensation
 
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
  • Management
  • Executive Compensation
  • Historical Compensation Tables
Item 7. Certain Relationships and Related Transactions
 
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
  • Summary
  • Risk Factors
  • Management’s Discussion and Analysis of Financial Condition and Results of Operations
  • Management
  • Certain Relationships and Related Transactions
Item 8. Legal Proceedings
 
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
  • Description of Our Business—Legal Proceedings 
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
 
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
  • Summary
  • The Spin-off
  • Risk Factors
  • Dividend Policy
  • Description of Our Capital Stock
Item 10. Recent Sales of Unregistered Securities
 
Not applicable
 
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Item 11. Description of Registrant’s Securities to be Registered
 
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
  • Dividend Policy
  • Description of Our Capital Stock
Item 12. Indemnification of Directors and Officers
 
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
  • Description of Our Capital Stock – Limitation on Liability of Directors and Indemnification of Directors and Officers
Item 13. Financial Statements and Supplementary Data
 
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
  • Summary
  • Selected Historical Financial Data
  • Management’s Discussion and Analysis of Financial Condition and Results of Operations
  • Unaudited Pro Forma Combined and Consolidated Financial Statements
  • Index to Combined and Consolidated Financial Statements (and the financial statements referenced therein)
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
Not applicable
 
Item 15. Financial Statements and Exhibits
 
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
  • Index to Combined and Consolidated Financial Statements (and the financial statements referenced therein)
Exhibits      
3.1†††   Form of Amended and Restated Certificate of Incorporation of the Registrant
   
3.2† Form of Amended and Restated Bylaws of the Registrant
    
8.1   Tax Opinion of Pepper Hamilton LLP
     
10.1  
Master Separation and Distribution Agreement between the Registrant and Vishay Intertechnology, Inc. (“Vishay Intertechnology”)
 
10.2††   Form of Tax Matters Agreement between the Registrant and Vishay Intertechnology

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Exhibits, continued
10.3††††       Form of Trademark License Agreement between Registrant and Vishay Intertechnology
 
10.4†††   Form of Employee Matters Agreement between the Registrant and Vishay Intertechnology
 
10.5†††   Form of Transition Services Agreement between the Registrant and Vishay Intertechnology
 
10.6*†† Form of Supply Agreement between Vishay Advanced Technology, Ltd., a subsidiary of the Registrant as Supplier and Vishay Dale Electronics, Inc., a subsidiary of Vishay Intertechnology as Buyer.
 
10.7†† Form of Secondment Agreement between the Registrant and Vishay Intertechnology
 
10.8*†† Form of Patent License Agreement between the Registrant and Vishay Dale Electronics, Inc., a subsidiary of Vishay Intertechnology
 
10.9†  
Form of Real Property Lease Agreement between Vishay Advanced Technology, Ltd., a subsidiary of the Registrant and Dale Israel Electronic Industries Ltd., a subsidiary of Vishay Intertechnology (Be’er Sheva, Israel)
  
10.10†††   Form of Vishay Precision Group, Inc. 2010 Stock Incentive Program
 
10.11†††††   Form of Warrant Agreement
     
10.12††   Form of Note Instrument
     
10.13††   Form of Put and Call Agreement
     
10.14*††   Form of Supply Agreement between Vishay Dale Electronics, Inc., a subsidiary of Vishay Intertechnology as Supplier and Vishay Advanced Technology, Ltd., a subsidiary of the Registrant as Buyer
     
10.15*††   Form of Supply Agreement between Vishay Measurements Group, Inc., a subsidiary of the Registrant as Supplier and Vishay S.A., a subsidiary of Vishay Intertechnology as Buyer
     
10.16*   Form of Manufacturing Agreement between Vishay S.A., a subsidiary of Vishay Intertechnology as Manufacturer and Vishay Precision Foil GmbH, an indirect subsidiary of the Registrant as Buyer
     
10.17†††   Form of Intellectual Property License Agreement between Vishay S.A., a subsidiary of Vishay Intertechnology as Licensee and Vishay Advanced Technology, Ltd., a subsidiary of the Registrant as Licensor
 
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10.18*   Form of Supply Agreement between Vishay Precision Foil GmbH, an indirect subsidiary of the Registrant as Supplier and Vishay S.A., a subsidiary of Vishay Intertechnology as Buyer
     
10.19†††   Form of Intellectual Property License Agreement between Vishay S.A., a subsidiary of Vishay Intertechnology as Licensee and the Registrant as Licensor
     
10.21†††   Form of Lease Agreement between Vishay Alpha Electronics Corporation, an indirect subsidiary of the Registrant as Lessor, and Vishay Japan Co., Ltd., an indirect subsidiary of Vishay Intertechnology as Lessee (Akita, Japan)
     
10.22†††   Form of Lease Agreement between Vishay Intertechnology, Inc. and the Registrant (Malvern, PA USA)
     
10.23†††   Form of Lease Agreement between Vishay Precision Israel, Ltd., a subsidiary of Vishay Precision Group, Inc. as Lessor and Vishay Israel, Ltd., a subsidiary of Vishay Intertechnology, Inc., as Lessee.
     
10.24   Vishay Intertechnology, Inc. Fourth Amended and Restated Credit Agreement, dated as of June 24, 2008 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Vishay Intertechnology, Inc. filed June 25, 2008)
     
10.25   First Amendment to the Vishay Intertechnology, Inc. Fourth Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Vishay Intertechnology, Inc. filed December 16, 2008)
     
10.26   Second Amendment to Vishay Intertechnology, Inc. Fourth Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Vishay Intertechnology, Inc. filed July 31, 2009)
     
10.27††††   Term sheet, dated June 14, 2010, by and among Ziv Shoshani and the Registrant
     
10.28††††   Term sheet, dated June 14, 2010, by and among William Clancy and the Registrant
     
10.29††††   Term sheet, dated June 14, 2010, by and among Tom Kieffer and the Registrant
     
21.†   Subsidiaries of the Registrant
 
99.1   Preliminary Information Statement, dated as of June 22, 2010
____________________
 
†      Previously filed on March 26, 2010.
††   Previously filed on May 6, 2010.
†††   Previously filed on June 2, 2010.
††††   Previously filed on June 15, 2010.
†††††   Previously filed on June 18, 2010.
*   Confidential treatment has been requested with respect to certain portions of this Exhibit.  Omitted portions have been filed separately with the Securities and Exchange Commission.
 
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SIGNATURES
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized, in Malvern, Pennsylvania, on June 22, 2010.
 
Vishay Precision Group, Inc.
 
 
By:  /s/ Ziv Shoshani  
 
Ziv Shoshani
President
Chief Executive Officer
principal executive officer
 
 
By: /s/ William M. Clancy  
 
William M. Clancy
Chief Financial Officer
Corporate Secretary
principal financial officer

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