AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 2002
REGISTRATION NO. 333-68090
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 5
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VISHAY INTERTECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 381686453
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
AVI D. EDEN
63 LINCOLN HIGHWAY
MALVERN, PENNSYLVANIA 19355-2120
(610) 644-1300
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COPY TO:
SCOTT S. ROSENBLUM, ESQ.
ABBE L. DIENSTAG, ESQ.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
Approximate Date of Commencement of Proposed Sale to the Public: From time
to time after the effective date of this Registration Statement, as determined
by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.[_]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
PROSPECTUS SUPPLEMENT NO. 5
$550,000,000 Aggregate Principal Amount at Maturity Liquid Yield Option
(TM) Notes Due 2021 (Zero Coupon--Subordinated) and Shares of Common Stock
Issuable Upon Conversion and/or Purchase of the LYONs.
This prospectus supplement supplements the prospectus dated November 21,
2001 of Vishay Intertechnology, Inc. as supplemented by prospectus supplements
dated December 10, 2001, January 4, 2002, March 4, 2002 and May 7, 2002. The
prospectus relates to the sale by certain of our security holders of up to
$550,000,000 aggregate principal amount at maturity of the Liquid Yield Option
Notes ("LYONs") of Vishay and the shares of common stock issuable upon
conversion and/or our re-purchase of the LYONs. You should read this prospectus
supplement in conjunction with the prospectus, and this prospectus supplement is
qualified by reference to the prospectus, except to the extent that the
information in this prospectus supplement supersedes the information contained
in the prospectus. Capitalized terms used in this prospectus supplement and not
otherwise defined herein have the meanings specified in the prospectus.
INVESTING IN THE LYONS INVOLVES RISKS THAT ARE DESCRIBED IN THE "RISK FACTORS"
SECTION BEGINNING ON PAGE 10 OF THE PROSPECTUS.
Neither the Securities and Exchange Commission, any state securities commission
nor any other regulatory body has approved or disapproved of these securities or
determined if the prospectus or this prospectus supplement is truthful or
complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is June 25, 2002.
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(TM) Trademark of Merrill Lynch & Co., Inc.
The table in the "Selling Securityholders" section on pages 38 and 39
of the prospectus is hereby supplemented by the addition of the following
information regarding the selling security holder listed below.
Aggregate Principal
Amount at Maturity Number of Common Percentage of Shares
of LYONs that May Be Percentage of LYONs Shares that May Be of common stock
Name Sold Outstanding Sold (1) Outstanding (2)
----------------------- -------------------- ------------------- ------------------ --------------------
Deutsche Bank
Securities Inc. (3) $ 21,170,000 3.8% 374,044 *%
Lyxor Master Fund ref HW $ 2,300,000 *% 40,638 *%
*Less than one percent (1%).
(1) Assumes conversion of all of the holder's LYONs at a conversion rate of
17.6686 shares of common stock per $1,000 principal amount at maturity of the
LYONs. This conversion rate is subject to adjustment, however, as described
under "Description of the LYONs --Conversion Rights --Conversion Rate and
Delivery of Shares of Common Stock" in the prospectus. As a result, the number
of shares of common stock issuable upon conversion of the LYONs may increase or
decrease in the future. Does not include shares of common stock that may be
issued by us upon our purchase of LYONs at the option of the holder.
(2) Calculated based on Rule 13d-3(d)(i)of the Exchange Act, using 144,612,585
shares of common stock outstanding as of June 24, 2002. In calculating this
amount for each holder, we treated as outstanding the number of shares of common
stock issuable upon conversion of all of that holder's LYONs, but we did not
assume conversion of any other holder's LYONs. Does not include shares of common
stock that may be issued by us upon our purchase of LYONs at the option of the
holder.
(3) The LYONs shown on the table above as registered in the name of this holder
are in addition to the LYONs included on behalf of such selling securityholder
in the prospectus.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 5 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Malvern, State of
Pennsylvania, on the 25th day of June, 2002.
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Avi D. Eden
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Avi D. Eden
Director, Vice Chairman of the Board,
Executive Vice President and General
Counsel
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 5 to the registration statement has been signed by the following
persons on June 25, 2002 in the capacities indicated below.
Signature Title
--------- -----
/s/ * Director, Chairman of the Board, and
------------------------- Chief Executive Officer (Principal Executive
Felix Zandman Officer)
/s/ Avi D. Eden Director, Vice Chairman of the Board,
------------------------- Executive Vice President and General Counsel
Avi D. Eden
/s/ * Director
------------------------
Eli Hurvitz
/s/ * Director, President and Chief Operating Officer
------------------------
Gerald Paul
/s/ * Director, Executive Vice President, Treasurer and
------------------------ Chief Financial Officer (Principal Financial and
Richard N. Grubb Accounting Officer)
/s/ * Director, Senior Vice President
------------------------
Robert A. Freece
/s/ * Director
------------------------
Dr. Edward B. Shils
/s/ * Director
-------------------------
Ziv Shoshani
/s/ * Director
-------------------------
Mark I. Solomon
/s/ * Director
-------------------------
Jean-Claude Tine
/s/ * Director
--------------------------
Marc Zandman
/s/ * Director
--------------------------
Ruta Zandman
*By /s/ Avi D. Eden
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Avi D. Eden
Attorney-In-Fact