VISHAY INTERTECHNOLOGY INC — Capital/Financing Update 2008

Sep 15, 2008

8-K 1 kl09017.htm CURRENT REPORT kl09017.htm Licensed to: Kramer Levin Naftalis & Frankel LLP Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

| 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) September 15,
2008 | | |
| 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 1.01 – Entry into a Material Definitive Agreement

On September 15, 2008, Siliconix Technology C.V. (“STCV”), a wholly-owned subsidiary of Vishay Intertechnology, Inc., entered into an Asset Purchase Agreement, dated as of September 15, 2008, with KEMET Electronics Corporation (“KEC”), a wholly-owned subsidiary of KEMET Corporation, pursuant to which Vishay acquired the wet tantalum specialty capacitor line of KEMET. The consideration for the transaction consisted of $35.2 million in cash and other consideration in the form of a three-year term loan from Vishay to KEC in the amount of $15 million. Vishay and KEC entered into a Loan Agreement and a Security Agreement, both dated as of September 15, 2008, with respect to the term loan, which provide for interest at the rate of LIBOR plus 4% and security in the form of certain accounts receivables of KEMET. Until maturity, the term loan is recourse only to the security except in limited circumstances.

Also in connection with the Asset Purchase Agreement, STCV and KEC entered into a Transition Services Agreement, pursuant to which KEC will provide certain manufacturing and related services on a transitional basis with respect to a portion of the purchased product line.

A copy of the press release regarding the Asset Purchase Agreement and the Loan Agreement described above is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

99.1 Press Release, dated September 15, 2008.

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: September 15, 2008

VISHAY INTERTECHNOLOGY, INC.

By: /s/ Lior E. Yahalomi

Name: Dr. Lior E. Yahalomi

Title: Chief Financial Officer