Date of Report (date of earliest event reported) |
|
|
(Exact name of registrant as specified in its charter)
|
|
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification Number)
|
|
|
(Address of Principal Executive Offices)
|
Zip Code
|
Registrant's telephone number, including area code
|
(Former name or former address, if changed since last report.)
|
|
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))
|
|
Emerging growth company
|
|
Title of each class
|
Trading symbol
|
Name of exchange on which registered
|
|
|
|
• | The Company has approximately 145 million shares issued and outstanding, including shares of common stock and class B common stock. |
• | The number of shares included in diluted EPS related to restricted stock units does not vary significantly and is generally less than 1 million incremental shares. |
• | The Company's Convertible Senior Debentures due 2040 are convertible at a conversion price of $12.36 per $1,000 principal amount, equivalent to 80.9286 shares per $1,000 principal amount. There is $0.3 million principal amount of the debentures outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula: |
S = $300,000 / $1000 * [(P - $12.36) * 80.9286] / P | |
where |
|
S = the number of shares to be included in diluted EPS, and |
|
P = the average market price of Vishay common stock for the quarter. | |
If the average market price is less than $12.36, no shares will be included in the diluted earnings per share computation. | |
• | The Company's Convertible Senior Debentures due 2041 are convertible at a conversion price of $16.93 per $1,000 principal amount, equivalent to 59.0575 shares per $1,000 principal amount. There is $2.6 million principal amount of the debentures outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula: |
S = [$2,640,000 / $1000] * [(P - $16.93) * 59.0575] / P | |
where | |
S = the number of shares to be included in diluted EPS, and |
|
P = the average market price of Vishay common stock for the quarter. | |
If the average market price is less than $16.93, no shares will be included in the diluted earnings per share computation. | |
• | The Company's Convertible Senior Notes due 2025 are convertible at a conversion price of $31.40 per $1,000 principal amount, equivalent to 31.8470 shares per $1,000 principal amount. There is $524.2 million principal amount of the notes outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula: |
S = [$524,230,000 / $1000] * [(P - $31.40) * 31.8470] / P | |
where | |
S = the number of shares to be included in diluted EPS, and |
|
P = the average market price of Vishay common stock for the quarter. | |
If the average market price is less than $31.40, no shares will be included in the diluted earnings per share computation. |
Average Stock Price |
|
Projected Diluted Shares |
||||||
$
|
|
|
<32.00 |
|
|
|
|
145 |
$ |
|
|
32.00 - 33.00
|
|
|
|
|
146 |
$ |
|
|
>33.00 |
|
|
|
|
147 |
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
|
||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
|
VISHAY INTERTECHNOLOGY, INC.
|
|
By:
|
/s/ Lori Lipcaman
|
|
|
Name:
|
Lori Lipcaman
|
|
|
Title:
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|