Attached files
| file | filename |
|---|---|
| EX-10.2 - EMPLOYEE MATTERS AGREEMENT, DATED JUNE 22, 2010 - Vishay Precision Group, Inc. | exhibit10-2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): June 22, 2010
|
Vishay Precision Group,
Inc.
|
|
(Exact
name of registrant as specified in its charter)
|
| Delaware | 1-34679 | 27-0986328 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 3 Great Valley Parkway, Suite 150 | ||
| Malvern, PA | 19355 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: 484-321-5300
______________________________________
(Former name or former address, if changed since last report.)
(Former name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
| o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|
|
| o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
|
| o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
Item 1.01 Entry into a Material
Definitive Agreement
Master Separation
Agreement
On June 22,
2010, Vishay Precision Group, Inc., a Delaware corporation (the “Company”)
entered into a master separation and distribution agreement (the “Separation
Agreement”) with Vishay Intertechnology, Inc., a Delaware corporation
(“Vishay”), pursuant to which the Company will be legally and structurally
separated from Vishay. This separation will be accomplished through the
distribution by Vishay of all of the outstanding shares of the Company to
Vishay’s shareholders, as more particularly provided below (the “Spin-off”).
Under the
terms of the Separation Agreement, (i) Vishay and the Company will complete
certain internal restructuring and capital allocation transactions; (ii) Vishay
and the Company will effect certain transfers of assets and assume certain
liabilities such that substantially all of the assets and liabilities associated
with Vishay’s precision measurement and foil resistor businesses, including
assets and equity interests of certain subsidiaries of Vishay, will be
transferred to and assumed by the Company; (iii) subject to certain exceptions,
all agreements and commitments between the Company and Vishay will terminate
effective as of the date and time of the Spin-off; (iv) all intercompany
accounts payable or accounts receivable for money borrowed and non-trade
invoicing between the Company and Vishay will be settled; (v) Vishay will enter
into an amended credit facility prior to the Spin-off so as to release certain
Company collateral from the existing credit facility; (vi) the Company will
assume a portion of the exchangeable notes and warrants issued pursuant to
agreements entered into by Vishay on December 13, 2002, and Vishay will issue
amended exchangeable notes and warrants to reflect the portion of such
instruments assumed by the Company; (vii) Vishay will distribute all the issued
and outstanding shares of (x) common stock, par value $0.10 per
share, of the Company (the “the Company Common Stock”) as a pro rata dividend to
its common stockholders and (y) Class B common stock, par value
$0.10 per share, of the Company (the “the Company Class B Common Stock”) as a
pro rata dividend to its Class B common stockholders; (viii) subject to certain
exceptions, Vishay and the Company will release each other and the other’s
subsidiaries from all liabilities existing or alleged to exist on or before the
Spin-off; (ix) effective as of the Spin-ff, Dr. Lior Yahalomi and Mr. William
Clancy will resign as directors of the Company; and (x) shortly following the
Spin-off, the Company will prepare a calculation of its net cash as of the
Spin-off, based on which either Vishay or the Company will make a payment to the
other to ensure that the Company’s net cash as of the Spin-off is as set forth
in the Separation Agreement. The consummation of the Spin-off is subject to
various conditions that must be satisfied or waived by Vishay, including
approval of the Spin-off by the board of directors of Vishay, absence of legal
restraints, receipt of any material consents and approvals, execution of certain
identified ancillary agreements, and certain other conditions set forth in the
Separation Agreement, many of which have already been satisfied. Vishay has the
sole and absolute discretion to determine the terms of, and whether to proceed
with, the Spin-off and may terminate the Separation Agreement at any time prior
to the Spin-off.
Employee Matters Agreement
In addition
to, and concurrently with, the Separation Agreement, Vishay and the Company
entered into an Employee Matters Agreement (the “Employee Matters Agreement”).
The Employee Matters Agreement provides for the transition of employee benefits
arrangements and allocates responsibility for certain employee benefit matters
on and after the Spin-off, including the treatment of existing welfare benefit
plans, savings plans, equity-based plans and deferred compensation plans and our
establishment of new plans.
Pursuant to
the Employee Matters Agreement, prior to the Spin-off, to the extent not
previously transferred, all employees of Vishay that are expected to be employed
primarily in our business will be transferred to us. Except as provided in the
Employee Matters Agreement, Vishay will retain all liabilities under the Vishay
benefit plans, and the Company and Vishay will reimburse each other for any
liabilities satisfied or assumed by the other party that are the liabilities of
the reimbursing party under the Employee Matter Agreement.
The Company
has established or will establish retirement, pension, health and welfare plans
similar to those maintained by Vishay. Pursuant to the Employee Matters
Agreement, Vishay has caused or will cause the accounts and underlying assets
and liabilities under the Vishay retirement and pension plans for our employees
who were participating in these plans to be transferred to our corresponding
plans, or rabbi trusts formed in connection with such plans, as applicable. The
Company’s health and welfare plans waived and will waive preexisting condition
and other limitations and exclusions, other than those that were in effect under
the corresponding Vishay plan and will honor any deductibles, out-of-pocket
maximums and co-payments incurred under the corresponding Vishay
plan.
Under the
Employee Matters Agreement, certain outstanding equity awards of Vishay in the
form of stock options, restricted stock units and phantom stock will be adjusted
as a consequence of the Spin-off. These adjustments will be made in accordance
with the formulas described in the Company’s information statement, filed as
Exhibit 99.1 to the Company’s Form 10 Registration Statement, as amended, filed
with the Securities and Exchange Commission on June 22, 2010 (the “Information
Statement”). As described in greater detail in the Information Statement, the
Company expects to replace or offer to replace outstanding equity awards of
Vishay held by its employees with similar awards issued pursuant to the Vishay
Precision Group, Inc. 2010 Stock Incentive Program.
The foregoing
descriptions of the Separation Agreement and the Employee Matters Agreement are
qualified in their entirety by reference to the full text of the Separation
Agreement and the Employee Matters Agreement, which are filed as Exhibits 10.1
and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are
incorporated by reference herein.
Item 9.01 Financial Statements and
Exhibits
(d)
Exhibits.
| Exhibit Number | Exhibit Title | ||
| 10.1 |
Master
Separation and Distribution Agreement, dated June 22, 2010, by and among
Vishay Intertechnology, Inc. and Vishay Precision Group, Inc.
(incorporated by reference to Exhibit 10.1 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).
|
||
| 10.2* |
Employee
Matters Agreement, dated June 22, 2010, by and among Vishay
Intertechnology, Inc. and Vishay Precision Group, Inc.
|
||
|
* =
Filed herewith.
|
|||
SIGNATURE
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.
Date: June 23,
2010
|
VISHAY
PRECISION GROUP, INC.
|
||
| By: |
/s/
William M. Clancy
|
|
| Name: |
William M. Clancy
|
|
| Title: |
Executive Vice President and Chief Financial Officer
|
|