Item 1.01 - Entry into a Material Definitive Agreement
On
Pursuant to the Supplemental Indenture, at the direction of its Board of
Directors, Vishay has fixed the "Specified Dollar Amount" (as defined in the
Indenture) that shall apply to all future conversions of Notes at
The fixing of the Specified Dollar Amount requires Vishay to satisfy its conversion obligations by paying cash with respect to such Specified Dollar Amount.
Prior to entering into the Supplemental Indenture, Vishay had the option to settle any Notes presented for conversion by delivering cash, shares of common stock or any combination thereof. At the direction of its Board of Directors, Vishay had always intended, upon conversion, to repay the principal amount of the Notes in cash and settle any additional amounts in common stock. The entry into a Supplemental Indenture codifies this intention and removes Vishay's option to settle the principal amount of the Notes in shares of common stock upon conversion.
The Company intends to early adopt Accounting Standards Update ("ASU") No.
2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own
Equity, effective
At
The above description of the Supplemental Indenture and the Notes is a summary only and is qualified in its entirety by reference to the Supplemental Indenture, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 8.01 - Other Events
Also on
Most of the Debentures, issued in 2010, have been repurchased by the Company in
a series of transactions during 2018 and 2019, in open market repurchases or
through individually negotiated agreements with holders. The Company will
redeem all of the outstanding Debentures, representing
Pursuant to Section 14.01(b)(v) of the Indenture, holders may surrender their
Debentures for conversion at any time prior to the close of business on
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description First Supplemental Indenture, dated as ofDecember 23, 2020 , by and betweenVishay Intertechnology, Inc. andHSBC Bank USA, N.A. , as 4.1 trustee. Cover Page Interactive Data File (embedded within the Inline XBRL 104 document).
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