Attached files
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): July 4, 2010
Vishay Precision Group, Inc.
(Exact Name of Issuer as Specified in Charter)
(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)
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 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 14d-2(b) under the Exchange Act
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 1.01 Entry into a Material Definitive
Agreement.
On July 6, 2010, Vishay
Intertechnology, Inc. (“Vishay”) completed the previously announced spin-off of
Vishay Precision Group, Inc. (“VPG” or the “Company”) through a pro rata
distribution to Vishay shareholders of all of the Company’s outstanding common
stock and Class B common stock (the “Distribution”). In connection with the
Distribution, the Company and its subsidiaries entered into several agreements
with Vishay and its subsidiaries that govern the relationship of the parties
following the spin-off, including the following (collectively referred to as the
“Ancillary Agreements”):
- Tax Matters Agreement, dated July
6, 2010, between VPG and Vishay;
- Trademark License Agreement, dated
July 6, 2010, between VPG and Vishay;
- Transition Services Agreement,
dated July 6, 2010, between VPG and Vishay;
- Supply Agreement, dated July 6,
2010, between Vishay Advanced Technology, Ltd. (“VAT”) and Vishay Dale
Electronics, Inc. (“Dale”);
- Secondment Agreement, dated July
6, 2010, between VPG and Vishay;
- Patent License Agreement, dated
July 6, 2010, between VPG and Dale;
- Lease Agreement, dated July 4,
2010, between VAT and V.I.E.C. Ltd.;
- Supply Agreement, dated July 6,
2010, between Dale and VAT;
- Supply Agreement, dated July 6,
2010, between Vishay Measurements Group, Inc. (“VMG”) and Vishay S.A. (“Vishay
S.A.”);
- Manufacturing Agreement, dated
July 6, 2010, between Vishay S.A. and Vishay Precision Foil GmbH (“VPG
GmbH”);
- Intellectual Property License
Agreement, dated July 6, 2010, between Vishay S.A. and VPG
GmbH;
- Supply Agreement, dated July 6,
2010, between VPG GmbH and Vishay S.A.;
- Intellectual Property License
Agreement, dated July 6, 2010, between Vishay S.A. and VMG;
- Lease Agreement, between Vishay
Alpha Electronics Corporation and Vishay Japan Co., Ltd.;
- Lease Agreement, dated July 6,
2010, between Vishay and VPG; and
- Lease Agreement, dated July 4, 2010, between Vishay Precision Israel, Ltd. and Vishay Israel, Ltd.
A summary of the
material features of the foregoing agreements can be found in the section
entitled “Certain Relationships and Related Party Transactions – Agreements with
Vishay Intertechnology” in the Company’s Information Statement (the “Information
Statement”), filed as Exhibit 99.1 to the Company’s Form 10 Registration
Statement, filed with the Securities and Exchange Commission (the “SEC”) on June 22,
2010, and is incorporated herein by reference. The Ancillary Agreements are
filed as Exhibits 10.1 - 10.16 to this current report on Form 8-K.
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Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Board of Directors
In connection with the Distribution, Dr. Lior E. Yahalomi and William M. Clancy resigned from the Company’s board of directors (the “Board”), effective upon consummation of the Distribution. Mr. Ziv Shoshani, the Company’s President and Chief Executive Officer will continue to serve on the Board and will be joined by the following new directors, who were elected to serve as directors of the Company effective immediately after the consummation of the Distribution on July 6, 2010:
In connection with the Distribution, Dr. Lior E. Yahalomi and William M. Clancy resigned from the Company’s board of directors (the “Board”), effective upon consummation of the Distribution. Mr. Ziv Shoshani, the Company’s President and Chief Executive Officer will continue to serve on the Board and will be joined by the following new directors, who were elected to serve as directors of the Company effective immediately after the consummation of the Distribution on July 6, 2010:
- Marc Zandman (non-executive
chairman)
- Samuel D.
Broydo
- Saul Reibstein
- Timothy Talbert
Information concerning these
individuals, including biographies and compensation information, is included in
the Information Statement under the heading “Management – Board of
Directors”
and is incorporated herein by reference. In addition, information concerning
certain relationships between these individuals and the Company are described in
the Information Statement under the heading “Certain Relationships and Related
Party Transactions – Interests in
Vishay Intertechnology; Relationships and Related Party Transactions” and is
incorporated herein by reference.
Messrs. Broydo, Talbert and Reibstein have been appointed to serve as members of each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance of the Board. The Board has determined that each of Messrs. Broydo, Talbert and Reibstein is “independent” within the meaning of the rules of both the New York Stock Exchange and the SEC, and that Mr. Reibstein is an “audit committee financial expert” under SEC rules.
Vishay Precision Group, Inc. 2010 Stock Incentive Program
Messrs. Broydo, Talbert and Reibstein have been appointed to serve as members of each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance of the Board. The Board has determined that each of Messrs. Broydo, Talbert and Reibstein is “independent” within the meaning of the rules of both the New York Stock Exchange and the SEC, and that Mr. Reibstein is an “audit committee financial expert” under SEC rules.
Vishay Precision Group, Inc. 2010 Stock Incentive Program
The Company’s Board of
Directors and Vishay (as the Company’s sole stockholder prior to the
Distribution) approved the adoption of the Vishay Precision Group, Inc. 2010
Stock Incentive Program, which became effective on July 6, 2010 upon
consummation of the Distribution (the “Plan”).
A description of the
material provisions of the of the Plan is included under the section “2010
Compensation from Vishay Precision Group – Equity Awards” in the Information
Statement, which is incorporated herein by reference. The Plan is filed as
Exhibit 10.17 to this Current Report on Form 8-K.
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
The Company’s Board of
Directors and Vishay (as the Company’s sole stockholder prior to the
Distribution) approved the amendment and restatement of the Company’s By-Laws,
which became effective on July 6, 2010 upon consummation of the Distribution (as
so amended and restated, the “Amended and Restated By-Laws”).
A description of the
material provisions of the Amended and Restated By-Laws is included under the
section “Description of Our Capital Stock” in the Information Statement, which
is incorporated herein by reference. The Amended and Restated By-Laws are filed
as Exhibit 3.1 to this Current Report on Form 8-K.
Item 8.01 Other Information
On July 7, 2010, the
Company issued a press release announcing the successful completion of the
Distribution. 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.
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Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | ||
| 3.2 | Amended and Restated By-Laws of Vishay Precision Group, Inc., effective July 6, 2010 | ||
| 10.1 | Tax Matters Agreement, dated July 6, 2010, between Vishay Precision Group, Inc. and Vishay Intertechnology, Inc. | ||
| 10.2 | Trademark License Agreement, dated July 6, 2010, between Vishay Precision Group, Inc. and Vishay Intertechnology, Inc. | ||
| 10.3 | Transition Services Agreement, dated July 6, 2010, between Vishay Precision Group, Inc. and Vishay Intertechnology, Inc. | ||
| 10.4 |
Supply Agreement, dated July
6, 2010, between Vishay Advanced Technology, Ltd. and Vishay Dale
Electronics, Inc. *
*
|
||
| 10.5 | Secondment Agreement, dated July 6, 2010, between Vishay Precision Group, Inc. and Vishay Intertechnology, Inc. | ||
| 10.6 | Patent License Agreement, dated July 6, 2010, between Vishay Precision Group, Inc. and Vishay Dale Electronics, Inc. * * | ||
| 10.7 | Lease Agreement, dated July 4, 2010, between Vishay Advanced Technology, Ltd. and V.I.E.C. Ltd. | ||
| 10.8 | Supply Agreement, dated July 6, 2010, between Vishay Dale Electronics, Inc. and Vishay Advanced Technology, Ltd. * * | ||
| 10.9 | Supply Agreement, dated July 6, 2010, between Vishay Measurements Group, Inc. and Vishay S.A. * * | ||
| 10.10 | Manufacturing Agreement, dated July 6, 2010, between Vishay S.A. and Vishay Precision Foil GmbH* * | ||
| 10.11 | Intellectual Property License Agreement, dated July 6, 2010, between Vishay S.A. and Vishay Precision Foil GmbH. | ||
| 10.12 | Supply Agreement, dated July 6, 2010, between Vishay Precision Foil GmbH and Vishay S.A. * * | ||
| 10.13 | Intellectual Property License Agreement, dated July 6, 2010, between Vishay S.A. and Vishay Measurements Group, Inc. | ||
| 10.14 | Lease Agreement, between Vishay Alpha Electronics Corporation and Vishay Japan Co., Ltd. | ||
| 10.15 | Lease Agreement, dated July 6, 2010, between Vishay Intertechnology, Inc. and Vishay Precision Group, Inc. | ||
| 10.16 | Lease Agreement, dated July 4, 2010, between Vishay Precision Israel, Ltd. and Vishay Israel, Ltd. | ||
| 10.17 | Vishay Precision Group, Inc. 2010 Stock Incentive Program, effective July 6, 2010. | ||
| 99.1 | Press release, dated July 7, 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.
* * Confidential
treatment has been accorded to certain portions of this Exhibit. Omitted
portions have been filed separately with the Securities and Exchange
Commission.
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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 7, 2010 | By: /s/ William M. Clancy | |
| Name: William M. Clancy | ||
| Title: Executive Vice President and Chief | ||
| Financial Officer | ||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.2 | Amended and Restated By-Laws of Vishay Precision Group, Inc., effective July 6, 2010. | |
| 10.1 | Tax Matters Agreement, dated July 6, 2010, between Vishay Precision Group, Inc. and Vishay Intertechnology, Inc. | |
| 10.2 | Trademark License Agreement, dated July 6, 2010, between Vishay Precision Group, Inc. and Vishay Intertechnology, Inc. | |
| 10.3 | Transition Services Agreement, dated July 6, 2010, between Vishay Precision Group, Inc. and Vishay Intertechnology, Inc. | |
| 10.4 | Supply Agreement, dated July 6, 2010, between Vishay Advanced Technology, Ltd. and Vishay Dale Electronics, Inc. * * | |
| 10.5 | Secondment Agreement, dated July 6, 2010, between Vishay Precision Group, Inc. and Vishay Intertechnology, Inc. | |
| 10.6 | Patent License Agreement between Vishay Precision Group, Inc. and Vishay Dale Electronics, Inc., a subsidiary of Vishay Intertechnology, Inc. * * | |
| 10.7 | Lease Agreement, dated July 4, 2010, between Vishay Advanced Technology, Ltd. and V.I.E.C. Ltd. | |
| 10.8 | Supply Agreement, dated July 6, 2010, between Vishay Dale Electronics, Inc. and Vishay Advanced Technology, Ltd. * * | |
| 10.9 | Supply Agreement, dated July 6, 2010, between Vishay Measurements Group, Inc. and Vishay S.A. * * | |
| 10.10 | Manufacturing Agreement, dated July 6, 2010, between Vishay S.A. and Vishay Precision Foil GmbH* * | |
| 10.11 | Intellectual Property License Agreement, dated July 6, 2010, between Vishay S.A. and Vishay Precision Foil GmbH. | |
| 10.12 | Supply Agreement, dated July 6, 2010, between Vishay Precision Foil GmbH and Vishay S.A. * * | |
| 10.13 | Intellectual Property License Agreement, dated July 6, 2010, between Vishay S.A. and Vishay Measurements Group, Inc. | |
| 10.14 | Lease Agreement, between Vishay Alpha Electronics Corporation and Vishay Japan Co., Ltd. | |
| 10.15 | Lease Agreement, dated July 6, 2010, between Vishay Intertechnology, Inc. and Vishay Precision Group, Inc. | |
| 10.16 | Lease Agreement, dated July 4, 2010, between Vishay Precision Israel, Ltd. and Vishay Israel, Ltd. | |
| 10.17 | Vishay Precision Group, Inc. 2010 Stock Incentive Program, effective July 6, 2010. | |
| 99.1 | Press release, dated July 7, 2010. |
____________________
* * Confidential
treatment has been accorded to certain portions of this Exhibit. Omitted
portions have been filed separately with the Securities and Exchange
Commission.