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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) October 31, 2006
VISHAY INTERTECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-7416 38-1686453
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
63 Lancaster Avenue
Malvern, PA 19355 19355-2143
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 610-644-1300
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(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))
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ITEM 2.02 - RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 31, 2006, Vishay Intertechnology, Inc. issued a press release
announcing its financial results for the fiscal quarter and nine fiscal months
ended September 30, 2006. A copy of the press release is furnished as Exhibit 99
to this report.
ITEM 7.01 - REGULATION FD DISCLOSURE
Computational Guidance on Earnings Per Share Estimates
The Company frequently receives questions from analysts and shareholders
regarding its diluted earnings per share ("EPS") computation. The information
furnished in this Form 8-K provides additional information on the impact of key
variables on the EPS computation, particularly as they relate to the fourth
quarter of 2006.
Accounting principles require that EPS be computed based on the weighted average
shares outstanding ("basic"), and also assuming the issuance of potentially
issuable shares (such as those subject to stock options, warrants, convertible
notes, etc.) if those potentially issuable shares would reduce EPS ("diluted").
The number of shares related to options, warrants, and similar instruments
included in diluted EPS is based on the "Treasury Stock Method" prescribed in
Statement of Financial Accounting Standards ("SFAS") No. 128. This method
assumes a theoretical repurchase of shares using the proceeds of the respective
stock option or warrant exercise at a price equal to the issuer's average stock
price during the related earnings period. Accordingly, the number of shares
includable in the calculation of diluted EPS in respect of stock options,
warrants and similar instruments is dependent on this average stock price and
will increase as the average stock price increases.
The number of shares includable in the calculation of diluted EPS in respect of
convertible or exchangeable securities is based on the "If Converted" method
prescribed in SFAS No. 128. This method assumes the conversion or exchange of
these securities for shares of common stock. In determining if convertible or
exchangeable securities are dilutive, the interest savings (net of tax)
subsequent to an assumed conversion are added back to net earnings. The shares
related to a convertible or exchangeable security are included in diluted EPS
only if EPS as otherwise calculated is greater than the interest savings, net of
tax, divided by the shares issuable upon exercise or conversion of the
instrument ("incremental earnings per share"). Accordingly, the calculation of
diluted EPS for these instruments is dependent on the level of net earnings.
Each series of convertible or exchangeable securities is considered individually
and in sequence, starting with the series having the lowest incremental earnings
per share, to determine if its effect is dilutive or anti-dilutive. Changes in
the variable interest rate on the Company's Exchangeable Notes due 2102 could
change the order in which the convertible or exchangeable securities are
evaluated for dilution.
The following estimates of shares consider the number of the Company's shares
currently outstanding and the Company's stock options, warrants and convertible
or exchangeable securities currently outstanding and their exercise and
conversion features currently in effect. Changes in these parameters could have
a material impact on the calculation of diluted EPS.
The following estimates of shares should be read in conjunction with the
information on earnings per share in the Company's filings on Form 10-Q and Form
10-K. These estimates are unaudited and are not indicative of the shares used in
the diluted EPS computation for any prior period. The estimates below are not
necessarily indicative of the shares to be used in the quarterly diluted EPS
computation for any period subsequent to the fourth quarter of 2006. The Company
assumes no duty to revise these estimates as a result of changes in the
parameters on which they are based or any changes in accounting principles.
Also, the presentation is not intended as a forecast of EPS values or share
prices of the Company's common stock for any period.
For the fourth quarter of 2006:
o The Company has approximately 185 million shares issued and
outstanding, including shares of common stock and class B common
stock.
o The number of shares included in diluted EPS related to options,
warrants, and similar instruments does not vary significantly and is
generally less than 2 million incremental shares.
o The Company's Convertible Subordinated Notes due 2023 are dilutive at
quarterly earnings levels in excess of approximately $20 million. The
Convertible Subordinated Notes are convertible into approximately 23
million shares. Quarterly interest, net of tax, is approximately $3.1
million. Accordingly, the weighted average shares used for earnings
per share computations at quarterly earnings levels greater than
approximately $20 million and less than approximately $37 million (see
below) is approximately 210 million shares, with an "if converted" net
interest savings of approximately $3.1 million.
o The Company's Exchangeable unsecured notes due 2102 are dilutive at
quarterly earnings levels in excess of approximately $37 million. The
Exchangeable unsecured notes are exchangeable for approximately 6
million shares. Quarterly interest, net of tax, is approximately $1.2
million. Accordingly, the weighted average shares used for the
earnings per share computation for the fourth quarter of 2006, at
quarterly earnings levels greater than approximately $37 million, is
approximately 216 million shares, with an aggregate "if converted" net
interest savings of approximately $4.3 million.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description
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99 Press release dated October 31, 2006
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: October 31, 2006
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Richard N. Grubb
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Name: Richard N. Grubb
Title: Executive Vice President and
Chief Financial Officer