-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UOHWinn2LZ5pwmx1dcPHUPGLRT/PhDefUB5TnFi8+1QI4J45DbFjQm8tN9OSFxVA xE+r9YrodpbTy7cuLl8cyQ== 0000922423-01-501023.txt : 20020410 0000922423-01-501023.hdr.sgml : 20020410 ACCESSION NUMBER: 0000922423-01-501023 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010929 FILED AS OF DATE: 20011113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILICONIX INC CENTRAL INDEX KEY: 0000090283 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 941527868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-03698 FILM NUMBER: 1784126 BUSINESS ADDRESS: STREET 1: 2201 LAURELWOOD RD CITY: SANTA CLARA STATE: CA ZIP: 95056 BUSINESS PHONE: 4089888000 MAIL ADDRESS: STREET 1: 2201 LAURELWOOD RD CITY: SANTA CLARA STATE: CA ZIP: 95056 10-Q 1 kl11027_10-q.txt QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM 10-Q (Mark One) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2001 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ 0-3698 ---------------------- Commission File Number SILICONIX INCORPORATED ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 94-1527868 - -------------------------------- ------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization Identification No.) 2201 Laurelwood Road, Santa Clara, California 95054 --------------------------------------------------- (Address of principal executive offices) Registrant's telephone number including area code (408) 988-8000 ----------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the registrant's classes of common stock: Common stock, $0.01 par value -- 29,879,040 outstanding shares as of November 13, 2001. SILICONIX INCORPORATED TABLE OF CONTENTS TO FORM 10-Q Part I. Financial Information Page No. Item 1 Financial Statements Consolidated Statements of Operations for the three and nine months ended September 29, 2001 and October 1, 2000 ..............................................3 Consolidated Balance Sheets as of September 29, 2001 and December 31, 2000 .......................................4 Consolidated Statements of Cash Flows for the nine months ended September 29, 2001 and October 1, 2000 ..........................................................5 Notes to Consolidated Financial Statements .......................6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations .....................9 Part II. Other Information Item 1 Legal Proceedings ......................................12 Item 6 Exhibits and Reports on Form 8-K .......................12 Signatures ......................................................13 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. SILICONIX INCORPORATED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share amounts) Three Months Ended Nine Months Ended September 29, October 1, September 29, October 1, 2001 2000 2001 2000 --------- --------- --------- --------- Net sales $ 67,478 $ 126,738 $ 228,903 $ 361,540 Cost of sales 53,866 68,936 167,719 195,388 --------- --------- --------- --------- Gross profit 13,612 57,802 61,184 166,152 Operating expenses: Research and development 4,151 5,445 13,137 16,174 Selling, marketing, and administration 11,753 14,387 33,378 41,968 Goodwill amortization 114 113 344 342 --------- --------- --------- --------- Operating income (loss) (2,406) 37,857 14,325 107,668 Interest income - net 1,291 1,649 4,855 3,626 Other income (expense) - net 6 (1,578) (5) (2,471) --------- --------- --------- --------- Income (loss) before taxes and minority interest (1,109) 37,928 19,175 108,823 Income benefit (tax) 291 (8,530) (4,549) (24,772) Minority interest in income of consolidated subsidiary (59) (60) (178) (178) --------- --------- --------- --------- Net income (loss) $ (877) $ 29,338 $ 14,448 $ 83,873 ========= ========= ========= ========= Net income (loss) per share (basic and diluted) $ (0.03) $ 0.98 $ 0.48 $ 2.81 ========= ========= ========= ========= Shares used to compute earnings per share 29,879 29,879 29,879 29,879 ========= ========= ========= =========
See accompanying Notes to Consolidated Financial Statements. 3 SILICONIX INCORPORATED CONSOLIDATED BALANCE SHEETS (Unaudited) September 29, December 31, (In thousands) 2001 2000 (1) ---------- --------- Assets Current assets: Cash and cash equivalents $ 160,789 $ 134,265 Accounts receivable, less allowances 31,605 61,381 Accounts receivable from affiliates 11,582 26,604 Inventories 66,129 67,384 Other current assets 15,275 14,476 Deferred income taxes 10,152 10,152 ---------- --------- Total current assets 295,532 314,262 ---------- --------- Property, plant, and equipment, at cost: Land 1,715 1,715 Buildings and improvements 52,473 50,669 Machinery and equipment 365,636 341,271 ---------- --------- 419,824 393,655 Less accumulated depreciation 241,220 212,477 ---------- --------- Net property, plant, and equipment 178,604 181,178 Goodwill 7,560 7,903 Other assets 421 558 ---------- --------- Total assets $ 482,117 $ 503,901 ========== ========= Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 18,422 $ 45,441 Accounts payable to affiliates 37,552 33,864 Accrued payroll and related compensation 6,814 10,114 Other accrued liabilities 22,958 34,753 ---------- --------- Total current liabilities 85,746 124,172 ---------- --------- Long-term debt, less current portion 1,919 1,813 Deferred income taxes 52,462 50,582 Minority interest 3,666 3,488 ---------- --------- Total liabilities 143,793 180,055 ---------- --------- Stockholders' equity: Common stock 299 299 Additional paid-in-capital 59,370 59,362 Retained earnings 279,455 265,007 Accumulated other comprehensive loss (800) (822) ---------- --------- Total stockholders' equity 338,324 323,846 ---------- --------- Total liabilities and stockholders' equity $ 482,117 $ 503,901 ========== ========= See accompanying Notes to Consolidated Financial Statements. - ---------- (1) The balance sheet at December 31, 2000 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. 4 SILICONIX INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended September 29, October 1, (In thousands) 2001 2000 ------------ ---------- Cash flows from operating activities: Net income $ 14,448 $ 83,873 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 31,013 20,491 Deferred income taxes 1,880 -- Payment of pension benefits -- (222) Restructuring -- (1,655) Other non-cash expenses 103 422 Changes in assets and liabilities, net of acquisitions: Accounts receivable 29,776 (20,022) Accounts receivable from affiliates 15,022 (9,861) Inventories 1,255 (6,069) Other assets (1,629) (5,992) Accounts payable (27,019) 3,442 Accounts payable to affiliates 3,688 4,312 Accrued liabilities (14,917) 14,713 --------- --------- Net cash provided by operating activities 53,620 83,432 --------- --------- Cash flows from investing activities: Purchase of property, plant, and equipment (27,131) (35,690) Short term investment with affiliate -- (6,000) Proceeds from sale of property, plant, and equipment 5 -- --------- --------- Net cash used in investing activities (27,126) (41,690) --------- --------- Cash flows from financing activities: Proceeds from restricted common stock 8 6 --------- --------- Net cash provided by financing activities 8 6 --------- --------- Effect of exchange rate changes on cash and cash equivalents 22 (86) --------- --------- Net increase in cash and cash equivalents 26,524 41,662 Cash and cash equivalents: Beginning of period 134,265 26,876 --------- --------- End of period $ 160,789 $ 68,538 ========= =========
See accompanying Notes to Consolidated Financial Statements. 5 SILICONIX INCORPORATED Notes to Consolidated Financial Statements (Unaudited) Note 1. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of the management of the Company, the consolidated financial statements appearing herein contain all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results for, and as of the end of, the periods indicated. These statements should be read in conjunction with the Company's December 31, 2000 consolidated financial statements and notes thereto. The results of operations for the three and nine months of 2001 are not necessarily indicative of the results to be expected for the full year. On February 22, 2001, Vishay Intertechnology, Inc., (Vishay) which owns 80.4% of the Company, announced its proposal to purchase all remaining outstanding shares of common stock of the Company not already owned by Vishay. Subsequently, the Company appointed a Special Committee of the Board of Directors consisting of two outside directors of the Company to evaluate the proposed offer and to report its conclusions to the full Board of Directors. In May 2001, Vishay commenced a tender offer to exchange 1.5 shares of its common stock for each share of common stock of the Company that it did not already own, or 5,849,040 shares. The offer was conditioned on there being validly tendered and not withdrawn a majority of such shares (2,924,521 shares). The offer remained open for approximately six weeks but expired with only 2,347,200 shares having been tendered. Accordingly, Vishay did not purchase any Siliconix shares pursuant to the tender offer. The Special Committee of the Board of Directors has been dissolved. Note 2. Inventories The components of inventory are as follows: (In thousands) September 29, December 31, 2001 2000 -------- -------- Finished goods $ 16,172 $ 23,469 Work-in-process 42,829 32,646 Raw materials 7,128 11,269 -------- -------- $ 66,129 $ 67,384 -------- -------- Note 3. Contingencies In 2000, the Company was a party to two environmental proceedings. The first involves property that the Company vacated in 1972. In July 1989, the California Regional Water Quality Control Board ("RWQCB") issued Cleanup and Abatement Order No. 89-115 both to the Company and the owner of the property at that time. The Order alleged that the Company contaminated both the soil and the groundwater on the property by the improper disposal of certain chemical solvents. The RWQCB considered both parties to be liable for the contamination and sought to have them decontaminate the site to acceptable levels. The Company subsequently reached a settlement of this matter with the then owner of the property. The settlement provides that such owner will indemnify the Company and its employees, officers, and directors against any liability that may arise out of any governmental agency actions brought for environmental cleanup of the subject site, including liability arising out of RWQCB Order No. 89-115, to which the Company remains nominally subject. 6 The second proceeding involves the Company's Santa Clara, California facility, which the Company has owned and occupied since 1969. In February 1989, the RWQCB issued Cleanup and Abatement Order No. 89-27 to the Company. The Order was based on the discovery of contamination of both the soil and the groundwater on the property by certain chemical solvents. The Order called for the Company to specify and implement interim remedial actions and to evaluate final remedial alternatives. The RWQCB issued a subsequent order requiring the Company to complete the decontamination. The Company has substantially complied with the RWQCB's orders. In management's opinion, based on discussions with legal counsel and other considerations, the ultimate resolution of the above-mentioned matters is not expected to have a material adverse effect on the Company's consolidated financial condition or results of operations. In May 2001, the Delaware Court of Chancery consolidated the several purported class action complaints described in the Company's previously filed Form 10-Q for the period ended March 31, 2001. On or about May 31, 2001, lead plaintiff Fitzgerald served an amended complaint, an application for a preliminary injunction against proceeding with or taking steps to give effect to Vishay's proposed tender offer or the contemplated short-form merger, and a motion to expedite proceedings and additional discovery requests. In addition to his prior allegations, plaintiff claimed, among other things, that in connection with the proposed offer and short-form merger, defendants allegedly violated (i) their duty to deal fairly from a timing and process perspective with the minority shareholders of Siliconix, (ii) their duties of loyalty and candor, and (iii) Vishay's obligations to pay a fair price to the Siliconix minority shareholders. Following expedited discovery and briefing, on June 19, 2001, the Delaware Court of Chancery issued its order denying Fitzgerald's motion for a preliminary injunction. The Court found that Fitzgerald had not succeeded in demonstrating that he has a reasonable probability of success on the merits of his claims. The Company and Vishay filed motions to dismiss the verified amended complaint on June 6, 2001. Vishay filed a motion for summary judgment on June 25, 2001. The motions to dismiss and for summary judgment are pending. On July 3, 2001, the California Superior Court entered an order staying the California state-court actions that had been filed against the Company and Vishay in connection with Vishay's earlier proposal. The Company is engaged in discussions with various parties regarding patent licensing and cross patent licensing issues. In the opinion of management, the outcome of these discussions will not have a material adverse effect on the Company's consolidated financial condition or overall trends in its results of operations. Note 4. Comprehensive Income (Loss) The following are the components of comprehensive income (loss):
(In thousands) Three Months Ended Nine Months Ended Sept 29, Oct 1, Sept 29, Oct 1, 2001 2000 2001 2000 ------- -------- -------- -------- Net income (loss) $ (877) $ 29,339 $ 14,448 $ 83,873 Other comprehensive income (loss): Foreign currency translation adjustment (1) (17) (22) 86 ------- -------- -------- -------- Total other comprehensive income (loss) (1) (17) (22) 86 Comprehensive income (loss) $ (878) $ 29,322 $ 14,426 $ 83,959 ======== ======== ======== =========
7 Note 5. Segment Reporting The Company is engaged primarily in designing, marketing, and manufacturing power and analog semiconductor products. The Company is organized into three operating segments, which due to their inter-dependencies, similar long-term economic characteristics, shared production processes and distribution channels have been aggregated into one reportable segment. Note 6. Earnings (Loss) Per Share Basic earnings (loss) per common share are computed by using weighted average common shares outstanding during the period. Diluted earnings (loss) per common share incorporate the incremental shares issuable upon the assumed exercise of stock options when diluted. As the Company has no stock options outstanding, basic and diluted earnings (loss) per share are the same. Note 7. Pending Accounting Pronouncements On June 29, 2001, the Financial Accounting Standards Board (FASB) unanimously approved the issuance of Statements of Financial Accounting Standards No. 141, "Business Combinations" (Statement 141), and No. 142, "Goodwill and Other Intangible Assets" (Statement 142). These Statements drastically change the accounting for business combinations, goodwill, and intangible assets. Statement 141 eliminates the pooling of interests method of accounting for business combinations except for qualifying business combinations that were initiated prior to July 1, 2001. The requirements of Statement 141 are effective for any business combination accounted for by the purchase method that was completed after June 30, 2001. Statement 142 supersedes APB Opinion No. 17, "Intangible Assets," which required that goodwill and intangible assets be amortized over a life not to exceed forty years. Under Statement 142, amortization of goodwill is prohibited. Instead, it is tested at least annually for impairment at the reporting unit level. With respect to goodwill and intangible assets acquired prior to July 1, 2001, the amortization provisions of APB Opinion No. 17 will continue to apply to the Company until Statement 142 becomes effective. The Company is required to adopt Statement 142 in the fiscal year beginning after December 15, 2001. The adoption of Statement 142 will not have a material effect on the Company's financial position or results of operations. In October 2001, the FASB issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (Statement 144). This statement supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," and provides a single accounting model for long-lived assets to be disposed of. Statement 144 is effective for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years, with early application encouraged. The Company will adopt this statement beginning January 1, 2002. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations Net sales for the third quarter of 2001 were $67.5 million compared to $126.7 million for the third quarter of 2000. Net sales for the first nine months of 2001 were $228.9 million compared to $361.5 million for the first nine months of 2000. The decrease in net sales in 2001 was due to the downturn in the computer and cellular phone handset markets which resulted in reduced demand for the Company's products. However, sequentially in the last two quarters, the Company's book-to-bill ratio continued to improve and bookings increased in absolute dollars as well. Much of the improvement in the Company's bookings was due to the recent Pentium 4 rollout and demand increases for components in cell phones. Order rates also improved and cancellations and reschedules decreased for the second consecutive quarter. In addition, the Company's turns business (that is, orders that are shippable within the same quarter) grew from the second quarter to the third quarter of 2001. Gross profit as a percentage of net sales in the third quarter of 2001 was 20% compared to 46% for the third quarter of 2000. Gross profit as a percentage of net sales in the first nine months of 2001 was 27% compared to 46% for the first nine months of 2000. Margins remained under pressure despite significant overhead reductions. Pricing pressures caused by excess industry capacity and reduced market demand also affected margins. The Company continues to take substantial measures to address the challenges of the current business environment. The Company reduced headcount in North America in manufacturing and administrative areas by an additional 5% in the third quarter of 2001. These activities are expected to have a minimal effect on the Company's core competencies and are expected to result in additional annualized cost savings of approximately $3 million. In addition, the Company has new operational plans in place to reduce its net inventory by over 10% from December 31, 2000 and reduce capital expenditures by 50% as compared to 2000. All of these measures are designed to minimize the negative impact of the continuing downturn on the Company's financial performance. Research and development expenses were $4.1 million for the third quarter of 2001 compared to $5.4 million for the third quarter of 2000, a 24% decrease. Research and development expenses were $13.1 million for the first nine months of 2001 compared to $16.2 million for the first nine months of 2000, a 19% decrease. The reduction in research and development expenditures was due to reduced personnel and other associated costs resulting from lower headcount. The Company's research and development expenditures as a percentage of net sales were 6% and 4% for the third quarter of 2001 and 2000, respectively. The Company struck a balance between its plans for new product introductions and the need to reduce overhead in the current challenging business environment. The Company is focused on assuring that efforts to control expenses will not compromise its ability to develop new products and technologies. During the third quarter of 2001, the Company introduced 30 new products, resulting in 89 new products for the year. The Company measures the success of its product introduction strategy by monitoring its design wins. The Company closed on 208 new design wins during the third quarter of 2001. The Company believes it is critical to continue to make investments in research and development to ensure the availability of innovative technology that meets the current and future requirements of the Company's customers. Selling, marketing, and administration expenses were $11.8 million for the third quarter of 2001 compared to $14.4 million for the third quarter of 2000. Selling, marketing, and administration expenses were $33.3 million for the first nine months of 2001 compared to $42.0 million for the first nine months of 2000. The decrease in selling, marketing, and administration expenses reflected the Company's efforts to control costs in the current environment. The Company's selling, marketing, and administration expenses as a percentage of net sales were 17% and 11% for the third quarter of 2001 and 2000, respectively. The Company's selling, marketing, and administration expenses as a percentage of net sales were 15% and 12% for the first nine months of 2001 and 2000, respectively. The increase in selling, marketing, and administration expenses as a percentage of net sales in 2001 was due to lower net sales for the third quarter and the first nine months of the year. Interest income for the third quarter of 2001 was $1.3 million compared to $1.6 million for the third quarter of 2000. Interest income for the first nine months of 2001 was $4.9 million compared to $3.6 million for the first nine months of 2000. The decrease in interest income for the third quarter of 2001 compared to the same period in 2000 was due to a lower interest rate earned during the third quarter of 2001. All excess cash not immediately needed to fund the Company's operations is invested in money market funds. 9 Income tax expense for the first nine months of 2001 was $4.5 million compared to $24.8 million for the first nine months of 2000. The decrease in income tax expense in 2001 was due to the decrease in earnings before tax. Liquidity and Capital Resources At September 29, 2001, the Company had $160.8 million in cash and cash equivalents, compared to $134.3 million in cash and cash equivalents at December 31, 2000. The increase of $26.5 million was primarily due to the reduction in accounts receivable and capital expenditures. Net cash provided by operating activities was $53.6 million in the first nine months of 2001 compared to $83.4 million in the same period of 2000. The decrease in net cash provided by operating activities for the first nine months of 2001 was primarily due to a reduction in net income. Accounts receivable as of September 29, 2001 decreased by $29.8 million from December 31, 2000 due to the decrease in revenues as well as shorter collection periods. Effective from January 2001, Vishay Americas Inc., a wholly owned subsidiary of Vishay Intertechnology, Inc., is responsible for collecting the Company's accounts receivable for the North America region. Accounts receivable ownership is transferred to Vishay Americas Inc. at the gross amount as soon as sales invoices are generated. Affiliate accounts receivable from Vishay Americas Inc. in relation to this arrangement are settled on a monthly basis, which shortens the Company's overall accounts receivable collection period. Net affiliate receivables and payables as of September 29, 2001 increased by $18.7 million from December 31, 2000. Accounts payable as of September 29, 2001 decreased by $27.0 million from December 31, 2000, mainly due to the decrease in business volume. Accrued liabilities and contingencies as of September 29, 2001 decreased by $15.0 million from December 31, 2000, mainly due to the decrease in accrued income taxes and management incentive programs. Inventories decreased by $1.3 million in the first nine months of 2001 from December 31, 2000. Raw materials as of September 29, 2001 decreased by $3.9 million from December 31, 2000 as the Company decreased its purchases of silicon, piece parts and foundry wafers as a result of the business slowdown. Work-in-process as of September 29, 2001 increased by $10.5 million from December 31, 2000 mainly due to the inventories in the pipeline. Finished goods inventory as of September 29, 2001 decreased by $7.9 million from December 31, 2000. Net cash used in investing activities was $27.1 million in the first nine months of 2001 compared to $41.7 million in the same period of 2000. The Company spent $27.1 million in capital expenditures in the first nine months of 2001, primarily related to new technology and regulatory compliance. Capital spending in 2001 is expected to be lower than the 2000 level due to the slowdown in the industry. For the next twelve months, management expects that cash flows from operations will be sufficient to meet the Company's normal operating requirements and to fund its research and development and capital expenditure plans. 10 SAFE HARBOR STATEMENT "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: With the exception of historical information, the matters discussed in this Form 10-Q are forward-looking statements that involve risks and uncertainties including, but not limited to, economic conditions, product demand and industry capacity, competitive products and pricing, manufacturing efficiencies, new product development, availability of raw materials and critical manufacturing equipment, the regulatory and trade environment, and other risks indicated in the Company's filings with the Securities and Exchange Commission. These risks and uncertainties could cause actual results to differ materially from those stated or implied. Siliconix incorporated assumes no obligation to update this information. 11 PART II - OTHER INFORMATION Item 1. Legal Proceedings. On April 25, 2001, the Company filed a patent infringement lawsuit against General Semiconductor, Inc. ("General Semiconductor"). The suit was filed in the United States District Court for the Northern District of California and alleged that certain General Semiconductor products infringe two patents held by the Company. On July 2, 2001, General Semiconductor filed and served its answer to the Company's complaint and asserted counterclaims against the Company. On August 3, 2001, Siliconix filed a motion to dismiss or strike certain affirmative defenses alleged by General Semiconductor in its answer and to dismiss or strike down all of General Semiconductor's counterclaims. This motion is scheduled to be heard on January 11, 2002. On November 2, 2001, Vishay acquired General Semiconductor in a stock-for-stock transaction. Item 6. Exhibits and Reports on Form 8-K. Not applicable. 12 SIGNATURES 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 thereunto duly authorized. SILICONIX INCORPORATED Date: November 13, 2001 By: /s/ King Owyang ------------------------------------- King Owyang President and Chief Executive Officer By: /s/ William M. Clancy ------------------------------------- William M. Clancy Principal Accounting Officer 13 -----END PRIVACY-ENHANCED MESSAGE-----