-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NHIes7DVOBbNQtqFMVAYHUkI3th+Q9HosBNDEyoMj7LdB0ekTxNe3Hv1jEk/M4cF bdeEynnzH1EG0zfTw2y+tQ== 0000895345-01-500095.txt : 20010501 0000895345-01-500095.hdr.sgml : 20010501 ACCESSION NUMBER: 0000895345-01-500095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010406 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL SEMICONDUCTOR INC CENTRAL INDEX KEY: 0000040656 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133575653 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05442 FILM NUMBER: 1616633 BUSINESS ADDRESS: STREET 1: 10 MELVILLE PARK ROAD STREET 2: STE 1300 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5168473000 MAIL ADDRESS: STREET 1: 10 MELVILLE PARK ROAD STREET 2: STE 1300 CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL INSTRUMENT CORP /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 form8k22.txt FORM 8-K ============================================================================= 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: APRIL 30, 2001 DATE OF EARLIEST EVENT REPORTED: APRIL 25, 2001 GENERAL SEMICONDUCTOR, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 1-15442 (Commission File Number) 10 MELVILLE PARK ROAD MELVILLE, NEW YORK 11747 (Address of principal executive offices) 13-3575653 (I.R.S. Employer Identification Number) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (631) 847-3000 Item 5. Other Events. ------------ On April 25, the registrant issued the press release filed as Exhibit 99.1 hereto. Item 7. Financial Statements and Exhibits. --------------------------------- Exhibit Description ------- ----------- 99.1 Press Release issued April 25, 2001 SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized. Dated: April 30, 2001 GENERAL SEMICONDUCTOR, INC. By: /s/ Robert J. Gange ---------------------------------------- Robert J. Gange Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Description 99.1 Press Release issued April 25, 2001 Exhibit 99.1 EX-99.1 2 pressrelease.txt EXHIBIT 99.1 EXHIBIT 99.1 INVESTOR CONTACT: Tim Iris Phone: (631) 847-3169 tiris@gensemi.com MEDIA CONTACTS: George Sard/David Reno/Jonas Leddington Citigate Sard Verbinnen Phone: (212) 687-8080 FOR IMMEDIATE RELEASE GENERAL SEMICONDUCTOR REITERATES ITS REJECTION OF VISHAY INTERTECHNOLOGY'S PROPOSAL MELVILLE, NY, APRIL 25, 2001 - General Semiconductor, Inc. (NYSE: SEM), a leading manufacturer of power management devices, today reiterated its rejection of Vishay Intertechnology Inc.'s (NYSE: VSH) April 2, 2001 acquisition proposal and reaffirmed its commitment to maximizing long-term stockholder value. Ronald Ostertag, Chairman, President and Chief Executive Officer of General Semiconductor, today sent the following letter to Vishay in response to Vishay's April 24 letter: April 25, 2001 Dr. Felix Zandman Chairman and Chief Executive Officer Vishay Intertechnology Corporate Headquarters 63 Lincoln Hwy Malvern, PA 19355 Dear Dr. Zandman: We have received your letter of April 24, 2001 which restates the conditional proposal you made in your April 2, 2001 letter. Our Board of Directors recognizes its fiduciary duties to its stockholders and, in conjunction with advice from its outside financial and legal advisors, carefully considered and, ultimately, rejected that proposal and sees no reason to reconsider their determination. Furthermore, we have spoken to most of our major stockholders, and they do support the Board's approach and its rejection of your proposal. Simply stated, your proposal was considered and rejected. In addition, your patent infringement allegation is disruptive and appears self-serving. We find the timing of this non-specific, unsubstantiated allegation and its inclusion in your letter regarding our rejection of your proposal an attempt to be coercive. We are not aware of any patent infringement issue. Our Board continues to be committed to maximizing value for its stockholders and acting in the best interests of General Semiconductor, its stockholders, employees and other constituencies. Sincerely yours, Ronald A. Ostertag Chairman of the Board, President and Chief Executive Officer ABOUT GENERAL SEMICONDUCTOR General Semiconductor, Inc. is a market leader in the design, manufacture and distribution of power semiconductor components. The Company provides customers with a broad array of power management products including rectifiers, transient voltage suppressors, small signal transistors, diodes and MOSFETs. Its global customer base includes original equipment manufacturers, electronic distributors and contract equipment manufacturers. Key markets for its products include automotive, computers, consumer and telecommunications equipment. VISIT GENERAL SEMICONDUCTOR ON THE WEB AT www.gensemi.com ---------------- The information set forth above includes "forward-looking" information, and, accordingly, the cautionary statements contained in Exhibit 99 to the Company's Form 10-K filing with the Securities and Exchange Commission are incorporated herein by reference. General Semiconductor's actual results could differ materially from the "forward-looking" information in this press release. -----END PRIVACY-ENHANCED MESSAGE-----