As filed with the Securities and Exchange Commission on July 11, 2002
Registration No. 333-69004
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
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 3670 38-1686453
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification Number)
incorporation or Classification Code Number)
organization)
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Avi D. Eden
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
(610) 644-1300
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Copies to:
Scott S. Rosenblum, Esq.
Abbe L. Dienstag, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
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Approximate date of commencement of proposed sale to the public: Not
applicable.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 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. [ ]
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DEREGISTRATION OF SECURITIES
On September 6, 2001, Vishay Intertechnology, Inc., a Delaware
corporation, filed a registration statement on Form S-4 (No. 333-69004)
registering 31,799,499 shares of Vishay common stock in connection with Vishay's
acquisition of General Semiconductor, Inc., a Delaware Corporation. In the
acquisition, each share of General Semiconductor common stock was converted into
0.563 shares of Vishay common stock. The merger was consummated on November 2,
2001. Included in the 31,799,499 total shares registered were 6,245,499 shares
of Vishay common stock issuable upon conversion of $172.5 million principal
amount of outstanding convertible subordinated notes of General Semiconductor
due December 2006. On October 31, 2001, Vishay filed a registration statement on
Form S-3 (No. 333-72502) to register the 6,245,499 shares of Vishay common stock
issuable on conversion of the General Semiconductor notes, which was superseded
by its registration statement on Form S-3 (No. 333-89614) filed on May 31, 2002,
registering 6,191,166 shares of Vishay common stock issuable upon conversion of
the General Semiconductor convertible notes then outstanding. (On January 10,
2002, General Semiconductor repurchased $1.5 million principal amount of the
convertible notes pursuant to an offer required to be made under the indenture
governing the convertible notes.)
The shares of Vishay common stock issuable upon conversion of the
convertible notes having been registered on the Form S-3 (or, in respect of the
shares issuable upon conversion of the repurchased convertible notes, no longer
issuable), this Post-Effective Amendment No. 1 to the S-4 Registration Statement
is being filed to deregister 6,245,499 of the shares registered by the S-4
registration statement.
[The remainder of this page is intentionally left blank.]
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-4 and has duly caused this Post-Effective
Amendment No. 1 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 July 11, 2002.
VISHAY INTERTECHNOLOGY, INC.
By: /S/ FELIX ZANDMAN
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Felix Zandman
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons on July 11, 2002 in the capacities indicated below.
SIGNATURE TITLE
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/S/ FELIX ZANDMAN Director, Chairman of the Board, and Chief
Executive Officer (Principal Executive Officer)
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FELIX ZANDMAN
/S/ AVI D. EDEN Director, Vice Chairman of the Board, Executive
----------------------------- Vice President and General Counsel
AVI D. EDEN
/S/ ROBERT A. FREECE* Director, Senior Vice President
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ROBERT A. FREECE
/S/ RICHARD N. GRUBB* Director, Executive Vice President, Treasurer
----------------------------- and Chief Financial Officer (Principal
RICHARD N. GRUBB Financial and Accounting Officer)
/S/ ELI HURVITZ* Director
-----------------------------
ELI HURVITZ
/S/ GERALD PAUL* Director, President and Chief Operating Officer
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GERALD PAUL
/S/ DR. EDWARD B. SHILS* Director
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DR. EDWARD B. SHILS
/S/ ZIV SHOSHANI* Director
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ZIV SHOSHANI
/S/ MARK I. SOLOMON* Director
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MARK I. SOLOMON
/S/ JEAN-CLAUDE TINE* Director
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JEAN-CLAUDE TINE
/S/ MARC ZANDMAN* Director
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MARC ZANDMAN
/S/ RUTA ZANDMAN* Director
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RUTA ZANDMAN
* Pursuant to Power of Attorney
/S/ AVI D. EDEN
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Avi D. Eden
Attorney-in-fact