vishay_8k.htm
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): |
July 21,
2010 |
Vishay Precision Group,
Inc.
(Exact Name of
Issuer as Specified in Charter)
| Delaware |
1-34679 |
27-0986328 |
| (State or Other Jurisdiction
of |
(Commission File Number) |
(I.R.S. Employer
Identification |
| Incorporation or Organization) |
|
Number) |
| 3 Great Valley Parkway, Suite
150 |
|
| Malvern, PA |
19355 |
| (Address of Principal Executive
Offices) |
(Zip
Code) |
(484) 321-5300
(Registrant’s Telephone Number, Including Area
Code)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate
box below if the Form 8-K 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 |
| [ ] |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act |
| [ ] |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act |
| [ ] |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act |
Item 3.02 Unregistered Sales of Equity
Securities.
As previously announced,
on July 6, 2010, Vishay Intertechnology, Inc. (“Vishay”) distributed all
then-outstanding shares of Vishay Precision Group, Inc. (“VPG” or the “Company”)
to Vishay’s stockholders in the form of a tax-free dividend (the “Spin-off”).
Pursuant to the anti-dilution provisions of pre-existing agreements relating to
Vishay warrants and exchangeable floating-rate unsecured notes due 2102, each
dated December 13, 2002 (collectively, the “Vishay Agreements”), as a
consequence of the Spin-off, the Vishay warrants and exchangeable notes
outstanding as of the Spin-off were adjusted. The anti-dilution provisions of
the Vishay Agreements also required the Company to issue new Class A and Class B
Warrants to purchase the Company’s common stock (collectively, the “Warrants”)
and new exchangeable floating rate unsecured notes of the Company due December
13, 2102 (the “Notes”), in accordance with formulae set forth in the Vishay
Agreements.
On July 21, 2010, VPG
issued (i) Class A Warrants to purchase up to 500,000 shares of Common Stock at
a price of $26.56 per share, (ii) Class B Warrants to purchase up to 130,252
shares of Common Stock at a price of $40.23 per share, and (iii) Notes having an
initial principal amount of $9,958,460. The Warrants are immediately exercisable
at the election of the holders and expire on December 13, 2102. The Notes may be
exchanged for up to 441,176 shares of Common Stock, at an exchange price of
$22.57 per share. The Notes are immediately exchangeable at the election of the
holders and may be so exchanged until the Notes mature on December 13, 2102 or
such earlier date on which the Notes are called by the Company pursuant to the
Put and Call Agreement. The Warrants are governed by a Warrant Agreement, a form
of which was filed as Exhibit 10.11 to the Company’s Form 10 Registration
Statement, as amended (the “Form 10”), filed with the Securities and Exchange
Commission (the “Commission”) on June 18, 2010 and the Notes are governed by (i)
a Floating Rate Unsecured Loan Note instrument, a form of which was filed as
Exhibit 10.12 to the Form 10, filed with the Commission on May 7, 2010 and (ii)
a Put and Call Agreement, a form of which was filed as Exhibit 10.13 to the Form
10, filed with the Commission on May 7, 2010.
The Company did not
receive any consideration in exchange for issuance of the Warrants or the Notes
because they were issued pursuant to pre-existing anti-dilution provisions under
the Vishay Agreements. The issuance of the Warrants and the Notes by the Company
does not constitute a “sale” under the Securities Act of 1933, as amended. The
Company intends to register the resale of the shares of VPG common stock
issuable upon exchange of the Notes and upon exercise of the Warrants on a
resale registration statement to be filed with the Securities and Exchange
Commission.
A summary of the
material features of the Warrants and the Notes can be found in the sections
entitled “Description of Our Capital Stock” and “Description of Certain
Indebtedness” in the Company’s Information Statement (the “Information
Statement”), filed as Exhibit 99.1 to the Company’s Form 10, filed with the
Commission on June 22, 2010, and is incorporated herein by
reference.
Item 8.01 Other Information.
On July 21, 2010, the
Company and Vishay issued a joint press release announcing the issuance of the
Warrants and the Notes, as well as the issuance of new warrants and notes by
Vishay. A copy of the press release is filed as Exhibit 99.1 to this current
report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| |
Exhibit No. |
|
Description |
|
|
99.1 |
|
Press release, dated July 21,
2010. |
| * |
99.2 |
|
Information Statement of Vishay Precision Group, Inc. (incorporated
by reference to Exhibit 99.1 to Amendment no. 6 to the Form 10
Registration Statement of Vishay Precision Group, Inc., filed with the
Securities and Exchange Commission on June 22,
2010). |
____________________
| * |
|
Incorporated by reference. |
-2-
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 hereunto duly authorized.
| |
Vishay Precision Group,
Inc. |
| |
| |
| Date: July 27, 2010 |
By: |
/s/
William M. Clancy |
|
|
|
Name: |
William M. Clancy |
|
|
|
Title: |
Executive Vice President and Chief |
|
|
|
|
Financial Officer |
-3-
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release, dated July 21,
2010. |