exhibit1.htm
Exhibit 1
VOTING TRUST AGREEMENT
AGREEMENT made as of March 13, 1997, among the several stockholders of
Vishay Intertechnology, Inc., a corporation organized and existing under the
laws of the State of Delaware (the “Corporation”), whose names are subscribed
below (the “Existing Stockholders”), the several additional persons whose names
are subscribed below (the “Potential Stockholders”; and, together with the
Existing Stockholders, the “Stockholders”), Luella B. Slaner (“Slaner”), and
Felix Zandman, as trustee (together with his successor in trust, the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Existing Stockholders respectively own that number of shares
of Class B Common Stock, $.10 par value per share (“Class B Common Stock”) of
the Corporation, which is set forth opposite the respective Stockholders’ names
on Exhibit A hereto, and may from time to time acquire additional shares of
Class B Common Stock (all of such shares, whether now or hereafter owned by any
Stockholder, together with the shares of Class B Common Stock now or hereafter
owned by Slaner, being hereinafter referred to as “Shares”); and
WHEREAS, the Potential Stockholders
may from time to time acquire Shares; and
WHEREAS, Slaner wishes to make certain arrangements with respect to the
Shares owned by her; and
WHEREAS, the Trustee has consented to act under this Agreement for the
purposes herein provided;
NOW, THEREFORE, the parties agree
upon the following:
1. Agreement. Copies of this Agreement, and of every
agreement supplemental hereto or amendatory hereof, shall be filed (a) in the
office of the Trustee, c/o Vishay Intertechnology, Inc., 63 Lincoln Highway,
P.O. Box 4004, Malvern, PA 19355, Attention: Felix Zandman, which copies shall
be open to the inspection of the holder of a voting trust certificate issued
pursuant hereto (the “Voting Trust Certificate”) or any party hereto during
business hours, and (b) in the registered office of the Corporation, Dover,
Delaware, which copies shall be open to inspection by any stockholder of the
Corporation, any holder of a Voting Trust Certificate or the agent of either
during business hours. Voting Trust Certificates shall be issued, received and
held subject to all of the terms and provisions of this Agreement. Every person
entitled to receive a Voting Trust Certificate, and its transferees and assigns,
upon accepting such Voting Trust Certificate, shall be bound by the provisions
of this Agreement.
2. Transfer of Shares to Trustee by
Stockholders. Each
Existing Stockholder shall deposit with the Trustee certificates representing
all of the Shares beneficially owned by him. Each Stockholder shall deposit
additional certificates representing any and all Shares subsequently acquired,
as and when acquired, with the Trustee. All such certificates shall be endorsed,
or accompanied by such instruments of transfer, so as to enable the Trustee to
cause such certificates to be transferred into the name of the Trustee, as
hereinafter provided.
3. Transfer of Shares to Trustee by
Slaner. Slaner may, from
time to time, in her sole discretion, deposit with the Trustee for the benefit
of any Stockholder certificates representing any or all of the Shares
beneficially owned by her. Slaner agrees that upon her death all Shares held by
her at the time of death shall be deposited with the Trustee and her estate
shall become a Stockholder for all purposes of this Agreement. All such
certificates shall be endorsed, or accompanied by such instruments of transfer,
so as to enable the Trustee to cause such certificates to be transferred into
the name of the Trustee, as hereinafter provided.
4. Voting Trust Certificates. Upon receipt by the Trustee of the
certificates representing any Shares and the transfer of the same into the name
of the Trustee, the Trustee shall hold the same subject to the terms of this
Agreement and shall thereupon issue and deliver to the appropriate Stockholder a
Voting Trust Certificate for the Shares so deposited. All certificates
representing Shares transferred and delivered to the Trustee pursuant to this
Agreement shall be surrendered by the Trustee to the Corporation and cancelled,
and new certificates therefor shall be issued to and held by the Trustee in the
name of “Felix Zandman, as Voting Trustee” (or in the name of the then successor
Trustee, if any, as Voting Trustee). The Voting Trust Certificates shall be in
the form annexed hereto as Exhibit B and shall bear any legends with respect to
the securities laws of the United States or any State borne by the underlying
Shares.
5. Transfer of Certificates. The Voting Trust Certificates shall be
transferable to the extent the Shares are transferable at the office of the
Trustee in Malvern, Pennsylvania (or at such office as the Trustee may designate
by an instrument in writing signed by him and sent by mail to the registered
holders of the Voting Trust Certificates), on the books of the Trustee, by the
registered owner thereof, either in person or by attorney thereunto duly
authorized, upon surrender thereof, according to the rules established for that
purpose by the Trustee; and the Trustee may treat the registered holder as the
owner thereof for all purposes whatsoever, but he shall not be required to
deliver new Voting Trust Certificates or, if applicable, certificates
representing Shares without the surrender of the related Voting Trust
Certificate. No transfer of a Voting Trust Certificate may be effected unless
the Trustee receives proof of compliance with the provisions of this Agreement
and any legal opinion or other documentation reasonably required by the Trustee.
If a Voting Trust Certificate is lost, stolen, mutilated or destroyed, the
Trustee may, in his discretion, issue a duplicate of such certificate upon
receipt of: (a) evidence of such fact satisfactory to him; (b) indemnity
satisfactory to him; (c) the existing certificate, if mutilated; and (d) his
reasonable expenses in connection with the issuance of a new Voting Trust
Certificate. The Trustee shall not be required to recognize any transfer of a
Voting Trust Certificate not made in accordance with the provisions hereof
unless the person claiming such ownership shall have produced indicia of title
satisfactory to the Trustee and shall in addition deposit with the Trustee
indemnity satisfactory to him. Subject to the following sentence, any transferee
in accordance with the terms of this Agreement shall be issued a Voting Trust
Certificate, whereupon such transferee shall be bound by the provisions of this
Agreement. In the event of the transfer of all or part of a Voting Trust
Certificate to a person such that the transfer of the underlying Shares to such
person would result in the conversion of the shares of Class B Common Stock into
Common Stock of the Corporation pursuant to Clause D.(iv) of Section 2 of the
Composite Amended and Restated Certificate of Incorporation of the Corporation,
the Trustee shall, upon surrender of such Voting Trust Certificate to him,
assign and transfer to such transferee, for presentation for transfer on the
books of the Corporation and conversion into Common Stock of the Corporation,
the number of Shares underlying the portion of the Voting Trust Certificate so
transferred and issue a Voting Trust Certificate for the remaining Shares, if
any, to such transferor.
6. Termination Procedure. Upon the termination of this Agreement at
any time, as hereinafter provided, the Trustee, at such time as he may choose
during the period commencing 20 days before and ending 20 days after such
termination, shall mail written notice of such termination to the registered
owners of the Voting Trust Certificates at the addresses appearing on the
transfer books of the Trustee. After the date specified in any such notice
(which date shall be fixed by the Trustee), the Voting Trust Certificates shall
cease to have any effect, and the holders of the Voting Trust Certificates shall
have no further rights under this Agreement other than to receive certificates
representing Shares or other property distributable under the terms hereof and
upon the surrender of the Voting Trustee Certificates. Within 30 days after the
termination of this Agreement, the Trustee shall deliver to the registered
holders of the Voting Trust Certificates stock certificates representing the
number of Shares represented by the Voting Trust Certificates upon the surrender
thereof properly endorsed, such delivery to be made in each case at the office
of the Trustee. At any time subsequent to 30 days after the termination of this
Agreement, the Trustee may deposit with the Corporation stock certificates
representing the number of Shares represented by the Voting Trust Certificates
then outstanding, with authority in writing to the Corporation to deliver such
stock certificates in exchange for the Voting Trust Certificates representing a
like number of Shares; and upon such deposit all further responsibility of the
Trustee for the delivery of such stock certificates and the delivery or payment
of dividends upon surrender of the Voting Trust Certificates shall cease and the
Trustee shall not be required to take any further action hereunder.
-2-
7. Dividends. Prior to the termination of this agreement,
the holders of the Voting Trust Certificates shall be entitled to receive
payment equal to the cash dividend, if any, received by the Trustee upon a like
number of Shares as is called for by the respective Voting Trust Certificates.
lf any dividend in respect of the Shares is paid, in whole or in part, in Class
B Common Stock, the Trustee shall likewise hold, subject to the terms of this
Agreement, the certificates representing stock which are received by him on
account of such dividend, and the holder of the Voting Trust Certificate issued
in respect of Shares on which such stock dividend has been paid shall be
entitled to receive a Voting Trust Certificate issued under this Agreement for
the number of shares of Class B Common Stock received as such dividend with
respect to the Shares represented by the Voting Trust Certificate. Holders
entitled to receive the dividends described above shall be those registered as
such on the transfer books of the Trustee at the close of business on the day
fixed by the Corporation for the taking of a record to determine those holders
of its stock entitled to receive such dividends or, if the Trustee has fixed a
date, as hereinafter provided, for the purpose of determining the holders of the
Voting Trust Certificates entitled to receive such payment or distribution, then
registered as such at the close of business on the date so fixed by the Trustee.
If any dividend in respect of Shares is paid other than in cash or in
Class B Common Stock, then the Trustee shall distribute the same to the holders
of the Voting Trust Certificates registered as such at the close of business on
the day fixed by the Trustee for taking a record to determine the holders of the
Voting Trust Certificates entitled to receive such distribution. Such
distribution shall be made to such holders of the Voting Trust Certificates in
accordance with the number of Shares represented by the Voting Trust
Certificates.
The transfer books of the Trustee may be closed temporarily by the
Trustee for a period not exceeding 20 days preceding the date fixed for the
payment or distribution of dividends or the distribution of assets or rights, or
at any other time in the discretion of the Trustee. In lieu of providing for the
closing of the books against the transfer of the Voting Trust Certificates, the
Trustee may fix a date not exceeding 20 days preceding any date fixed by the
Company for the payment or distribution of dividends, or for the distribution of
assets or rights, as a record date for the determination of the holders of the
Voting Trust Certificates entitled to receive such payment or distribution, and
the holders of the Voting Trust Certificates of record at the close of business
on such date shall exclusively be entitled to participate in such payments or
distributions.
In lieu of receiving cash dividends upon the Shares and paying the same
to the holders of the Voting Trust Certificates pursuant to the provision of
this Agreement, the Trustee may instruct the Corporation in writing to pay such
dividends to the holders of the Voting Trust Certificates. Upon such
instructions being given by the Trustee to the Corporation, and until revoked by
the Trustee, all liability of the Trustee with respect to such dividends shall
cease. The Trustee may at any time revoke such instructions and by written
notice to the Corporation direct it to make dividend payments to the Trustee.
8. Subscription Rights. In the event any securities of the
Corporation are offered for subscription to the holder of the Shares, the
Trustee, promptly upon receipt of notice of such offer, shall mail a copy
thereof to the holders of the Voting Trust Certificates. Upon receipt by the
Trustee, at least five days prior to the last day fixed by the Corporation for
subscription and/or payment, of a request from any such registered holder of the
Voting Trust Certificates to subscribe for or purchase on such holder’s behalf,
accompanied by the sum of money required to be paid for such securities, the
Trustee shall make such subscription and/or payment and, upon receiving from the
Corporation or the other stockholders of the Corporation the certificates
representing the securities so subscribed for, shall issue to such holder a
Voting Trust Certificate in respect thereof if the same are shares of Class B
Common Stock, but if the same are securities other than Class B Common Stock,
the Trustee shall mail or deliver such securities to the certificate holder on
whose behalf the subscription was made, or may instruct the Corporation to make
delivery directly to the certificate holder entitled thereto.
-3-
9. Dissolution of the
Corporation. In the event
of the dissolution or total or partial liquidation of the Corporation, whether
voluntary or involuntary, the Trustee shall receive the moneys, securities,
rights or property to which the holder of the Shares is entitled and shall
distribute the same to the registered holders of the Voting Trust Certificates
in accordance with the interest, as shown on the books of the Trustee, or the
Trustee may in its discretion deposit such moneys, securities, rights or
property with any bank or trust company doing business in New York, New York,
with authority and instructions to distribute the same as above, and upon such
deposit, all further obligations or liabilities of the Trustee in respect of
such moneys, securities, rights or property so deposited shall cease.
10. Reorganization of the
Corporation. In the event
the Corporation is merged into or consolidated with another corporation, and all
or substantially all of the assets of the Corporation are transferred to another
corporation, then in connection with such transfer the term “Corporation” for
all purposes of this Agreement shall be taken to include such successor
corporation, and the Trustee shall receive and hold under this Agreement any
securities of such successor corporation received on account of the ownership,
as Trustee hereunder, of the Shares held hereunder prior to such merger,
consolidation or transfer. The Voting Trust Certificates issued and outstanding
under this Agreement at the time of such merger, consolidation or transfer may
remain outstanding, or the Trustee may, in his discretion, substitute for such
Voting Trust Certificates new Voting Trust Certificates in appropriate form, and
the term “Shares” as used herein shall be taken to include any securities which
may be received by the Trustee in lieu of all or any part of the Shares.
11. Rights and Powers of
Trustee. Until (i) the
surrender of the Voting Trust Certificates for cancellation, and (ii) the actual
delivery to the holders of the Voting Trust Certificate of certificates
representing Shares in exchange therefor, the Trustee shall possess and be
entitled, subject to the provisions hereof, in his discretion, to exercise, in
person or by his nominees or proxies, all the rights and powers of absolute
owner of the Shares deposited hereunder, including without limitation the right
to receive dividends on Shares and the right to vote, consent in writing or
otherwise act with respect to any corporate or shareholder’s resolution or
action, for the election of directors of the Corporation, to increase or reduce
the stated capital of the Corporation, to classify or reclassify any of the
Shares as now or hereafter authorized into preferred or common shares or other
classes of Shares with or without par value, to amend the Corporation’s
Certificate of Incorporation or By-Laws, to merge or consolidate the Corporation
into or with other corporations, to sell all or any part of its assets, to
create any mortgage or security interest in or lien on any property of the
Corporation, or for any other corporation act or purpose; it being expressly
stipulated that no voting right shall pass to others by or under the Voting
Trust Certificates or by or under this Agreement, or by or under any agreement,
express or implied.
At all meetings of stockholders of the Corporation, and in all
proceedings affecting the Corporation, the Trustee shall vote the Shares
transferred to him hereunder in such manner as he may determine in his
discretion.
-4-
The Trustee is further authorized to become a party to or prosecute or
defend or intervene in any suits or legal proceedings with respect to the
Shares.
12. Liability of Trustee. In voting or otherwise acting hereunder with
respect to the Shares, the Trustee will exercise his best judgment; but he
assumes no responsibility in respect of any action taken by him or his agents,
and he shall incur no responsibility by reason of any error of law or of any
things done or suffered or omitted, except fur his own individual willful
misconduct The Trustee shall not be required to give any bond or other security
for the discharge of his duties.
13. Trustee. The Trustee (and the successor Trustee) may
at any time resign by mailing to the registered holders of the Voting Trust
Certificates a written resignation, to take effect 10 days thereafter or upon
the prior acceptance thereof. Upon the death or resignation or inability to act
of FeIix Zandman, Avi D. Eden shah act as successor Trustee; provided, however,
that Avi D. Eden may act as successor Trustee only if at the time of the death,
resignation or inability to act of Felix Zandman, Mr. Eden is an officer of the
Corporation and this Agreement shall terminate at any time thereafter if Mr.
Eden shall cease to be an officer of the Corporation. For purposes of this
Agreement, the term “officer” shall include the position of Chairman of the
Board of Directors. The rights, power and privileges of the Trustee shall be
possessed by the successor Trustee, with the same effect as though such
successor had originally been a party to this Agreement.
14. Term. This Agreement shall continue until the
earlier of (x) February I, 2050 or (y) the death or resignation or inability to
act of the last of Felix Zandman and Avi D. Eden to serve as Trustee, but shall
terminate at any earlier time upon the due execution and acknowledgment by the
Trustee hereunder of a deed of termination, duly filed with the registered
office of the Corporation. Any transferee (other than the Trustee) of any of the
Shares or any right or interest therein shall own such Shares or such right or
interest subject to all of the terms and provisions of this Agreement. The terms
“Stockholder” and “Stockholders” as defined herein shall be deemed to include
any and all such transferees, unless the context indicates otherwise.
15. Compensation and Reimbursement of
Trustee. The Trustee shall
serve without compensation. The Trustee shall have the right to incur and pay
such reasonable expenses and charges and to employ and pay such agents,
attorneys and counsel as he may deem necessary and proper for carrying this
Agreement into effect. Any such expenses or charges incurred by and due to the
Trustee may be deducted from the dividends or other moneys or property received
by the Trustee in respect of the Shares (other than additional shares of Class B
Common Stock). Nothing herein contained shall disqualify the Trustee or
successor Trustee, or incapacitate him from serving the Corporation or any of
its subsidiaries as officer or director, or in any other capacity, or in any
such capacity from receiving compensation.
16. Stockholders’ Representation and
Warranties. Each Existing
Stockholder represents and warrants to the Trustee that such Existing
Stockholder owns that number of Shares set forth opposite his, her or its name
on Exhibit A hereto, free and clear of all liens, claims and encumbrances of any
kind whatsoever.
17. Notices. Any notice, request or other communication
required to be given pursuant to the provisions hereof shall be in writing and
shall be deemed to be given when actually received by the addressee, when
delivered in person, or five days after being deposited with the United States
Postal Service, post prepaid, registered or certified, return receipt requested,
and addressed as follows: (a) if to the Trustee, to: c/o Vishay Intertechnology,
Inc., 63 Lincoln Highway, P.O. Box 4004, Malvern, PA 19355, Attention: Felix
Zandman, and (b) if to any Stockholder, to such Stockholder at the address set
forth below the Stockholder’s name on Exhibit A hereto, or such other address as
may be furnished in writing by the Stockholder, provided that notice of change
of address shall only be effective upon receipt.
-5-
18. Miscellaneous.
(a) This Agreement shall not be changed, modified or amended except by a
writing signed by all of the parties hereto.
(b) It is intended that each provision of this Agreement be viewed as
separate and divisible, and in the event that any provision shall be held to be
invalid, the remaining provisions shall continue to be in full force and effect.
(c) This Agreement and its validity, construction and performance shall
be governed in all respect by the internal laws of the State of Delaware.
(d) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, legal representatives, successors and
permitted assigns.
(e) This Agreement may be executed simultaneously in one or more
counterparts, each of which will be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
| |
/s/ Felix Zandman |
|
|
|
Felix Zandman, as Voting
Trustee |
|
|
|
|
|
/s/ Luella B. Slaner |
|
|
|
Luella B.
Slaner |
-6-
|
|
Existing Stockholders: |
|
|
|
|
|
|
|
|
JESSIE WINSLOW
GST EXEMPT TRUST U/A/D 10/24/96 |
|
|
|
|
|
/s/ Barbara J.
Winslow |
|
|
|
Barbara J. Winslow, Trustee |
|
|
|
|
|
/s/ Felix Zandman |
|
|
|
Felix Zandman, Trustee |
|
|
|
|
|
/s/ Mildred
Allinson |
|
|
|
Mildred Allinson, Trustee |
|
|
|
|
|
|
|
|
SAMANTHA WINSLOW GST EXEMPT TRUST
U/A/D 10/24/96 |
|
|
|
|
|
/s/ Barbara J.
Winslow |
|
|
|
Barbara J. Winslow, Trustee |
|
|
|
|
|
/s/ Felix Zandman |
|
|
|
Felix Zandman, Trustee |
|
|
|
|
|
/s/ Mildred
Allinson |
|
|
|
Mildred Allinson, Trustee |
|
|
|
|
|
|
|
|
MARGARET LARKIN GST EXEMPT TRUST
U/A/D
10/24/96 |
|
|
|
|
|
/s/ Deborah S.
Larkin |
|
|
|
Deborah S. Larkin, Trustee |
|
|
|
|
|
/s/ Felix Zandman |
|
|
|
Felix Zandman, Trustee |
|
|
|
|
|
/s/ Mildred
Allinson |
|
|
|
Mildred Allinson,
Trustee |
-7-
|
|
JESSIE WINSLOW
FAMILY TRUST U/A/D
10/24/96 |
|
|
|
|
|
/s/ Barbara J. Winslow |
|
|
|
Barbara J. Winslow, Trustee |
|
|
|
| |
/s/ Felix Zandman |
|
|
|
Felix Zandman, Trustee |
|
|
|
|
|
/s/ Mildred Allinson |
|
|
|
Mildred Allinson, Trustee |
|
|
|
|
|
SAMANTHA WINSLOW FAMILY TRUST U/A/D
10/24/96 |
|
|
|
|
|
/s/ Barbara J. Winslow |
|
|
|
Barbara J. Winslow, Trustee |
|
|
|
|
|
/s/ Felix Zandman |
|
|
|
Felix Zandman, Trustee |
|
|
|
|
|
/s/ Mildred Allinson |
|
|
|
Mildred Allinson, Trustee |
|
|
|
|
|
MARGARET LARKIN FAMILY
TRUST U/A/D
10/24/96 |
|
|
|
|
|
/s/ Deborah S. Larkin |
|
|
|
Deborah S. Larkin, Trustee |
|
|
|
|
|
/s/ Felix Zandman |
|
|
|
Felix Zandman, Trustee |
|
|
|
|
|
/s/ Mildred Allinson |
|
|
|
Mildred Allinson,
Trustee |
-8-
|
|
Potential
Stockholders: |
|
|
|
|
|
/s/ Eugenia A. Ames |
|
|
|
Eugenia A. Ames |
|
|
|
|
|
/s/ Barbara J. Winslow |
|
|
|
Barbara J. Winslow |
| |
|
|
|
/s/ Deborah S. Larkin |
|
|
|
Deborah S. Larkin |
|
|
|
|
|
TRUST U/W/O
ALFRED P. SLANER F/B/O EUGENIA A. AMES |
|
|
|
|
|
/s/ Eugenia A. Ames |
|
|
|
Eugenia A. Ames, Trustee |
|
|
|
|
|
/s/ Felix Zandman |
|
|
|
Felix Zandman, Trustee |
|
|
|
|
|
/s/ Mildred Allinson |
|
|
|
Mildred Allinson, Trustee |
|
|
|
|
|
TRUST U/W/O
ALFRED P. SLANER F/B/O BARBARA J. WINSLOW |
|
|
|
|
|
/s/ Barbara J. Winslow |
|
|
|
Barbara J. Winslow, Trustee |
|
|
|
|
|
/s/ Felix Zandman |
|
|
|
Felix Zandman, Trustee |
|
|
|
|
|
/s/ Mildred Allinson |
|
|
|
Mildred Allinson, Trustee |
|
|
|
|
|
TRUST U/W/O
ALFRED P. SLANER F/B/O DEBORAH S. LARKIN |
|
|
|
|
|
/s/ Deborah S. Larkin |
|
|
|
Deborah S. Larkin, Trustee |
|
|
|
|
|
/s/ Felix Zandman |
|
|
|
Felix Zandman, Trustee |
|
|
|
|
|
/s/ Mildred Allinson |
|
|
|
Mildred Allinson,
Trustee |
-9-
|
|
ALEXANDER AMES
TRUST U/A/D 8/2/78 |
|
|
|
|
|
/s/ Eugenia A. Ames |
|
|
|
Eugenia A. Ames, Trustee |
|
|
|
|
|
/s/ Felix Zandman |
|
|
|
Felix Zandman, Trustee |
|
|
|
|
|
|
/s/ Mildred Allinson |
|
|
|
Mildred Allinson, Trustee |
|
|
|
|
|
JULIET AMES
TRUST U/A/D 8/2/78 |
|
|
|
|
|
/s/ Eugenia A. Ames |
|
|
|
Eugenia A. Ames, Trustee |
|
|
|
|
|
/s/ Felix Zandman |
|
|
|
Felix Zandman, Trustee |
|
|
|
|
|
/s/ Mildred Allinson |
|
|
|
Mildred Allinson,
Trustee |
-10-