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<SEC-DOCUMENT>0001275287-05-001663.txt : 20050503
<SEC-HEADER>0001275287-05-001663.hdr.sgml : 20050503
<ACCEPTANCE-DATETIME>20050503085609
ACCESSION NUMBER:		0001275287-05-001663
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050503
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050503
DATE AS OF CHANGE:		20050503

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VISHAY INTERTECHNOLOGY INC
		CENTRAL INDEX KEY:			0000103730
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC COMPONENTS & ACCESSORIES [3670]
		IRS NUMBER:				381686453
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07416
		FILM NUMBER:		05792886

	BUSINESS ADDRESS:	
		STREET 1:		63 LINCOLN HWY
		CITY:			MALVERN
		STATE:			PA
		ZIP:			19355
		BUSINESS PHONE:		6106441300

	MAIL ADDRESS:	
		STREET 1:		63 LINCOLN HIGHWAY
		CITY:			MALVERN
		STATE:			PA
		ZIP:			19355
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>vi2604.txt
<TEXT>
================================================================================

                                  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) May 3, 2005

                          Vishay Intertechnology, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                   1-7416                 38-1686453
- ----------------------------      ------------        --------------------
(State or other jurisdiction      (Commission            (I.R.S. Employer
     of incorporation)            File Number)         Identification No.)

                 63 Lincoln Highway
                  Malvern, PA 19355                           19355-2143
      ----------------------------------------                ----------
      (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code    610-644-1300


      --------------------------------------------------------------------
         (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:

[ ] Written communications pursuant to Rule 425 under the Securities
    Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
    Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

================================================================================

<PAGE>

ITEM 2.02 - RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 3, 2005, Vishay Intertechnology, Inc. issued a press release announcing
its financial results for the first quarter of 2005. A copy of the press release
is furnished as Exhibit 99 to this report.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS


(c) Exhibits

Exhibit No.   Description
- -----------   -------------------------------
99            Press release dated May 3, 2005

<PAGE>

                                    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: May 3, 2005

                                             VISHAY INTERTECHNOLOGY, INC.

                                             By: /s/ Richard N. Grubb
                                                 -------------------------------
                                             Name:  Richard N. Grubb
                                             Title: Executive Vice President and
                                                    Chief Financial Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>vi2604ex99.txt
<TEXT>
                                                                      Exhibit 99

                  VISHAY REPORTS RESULTS FOR FIRST QUARTER 2005

     MALVERN, Pa., May 3 /PRNewswire-FirstCall/ --

       -- Sales for first quarter 2005 increased 2.2% compared to fourth quarter
          2004

       -- Cost of products sold, as a percentage of sales, of 78.6% for first
          quarter 2005 improved by 260 basis points compared to 81.2% in fourth
          quarter 2004

       -- Orders in first quarter 2005 increased 21% compared to fourth quarter
          2004

       -- Book-to-bill for first quarter 2005 was 1.06, actives book-to-bill was
          1.01 and passives book-to-bill was 1.10

     Dr. Felix Zandman, Chairman of the Board, and Dr. Gerald Paul, President
and Chief Executive Officer of Vishay Intertechnology, Inc. (NYSE: VSH),
announced today that sales for the quarter ended April 2, 2005 were $553,677,000
compared to sales of $640,921,000 for the first quarter of 2004, a 13.6%
decrease, and $541,636,000 for the fourth quarter of 2004, a 2.2% increase. Net
earnings for the quarter ended April 2, 2005 were $5,712,000, or $0.03 per
diluted share, compared with net earnings for the quarter ended April 3, 2004 of
$35,966,000 or $0.20 per diluted share and a net loss for the quarter ended
December 31, 2004 of $54,458,000 or $0.33 per share.

     Net earnings of $5,712,000, or $0.03 per diluted share, for the quarter
ended April 2, 2005 were impacted by restructuring and severance costs of
$5,027,000 and by losses resulting from adjustments to previously existing
purchase commitments of $2,277,000. These items and their tax related
consequences had a negative $0.03 effect on earnings per diluted share. Net
earnings for the first quarter 2004 of $35,966,000, or $0.20 per diluted share,
were negligibly impacted by restructuring and severance costs.

     Commenting on the results for the first quarter 2005, Dr. Paul stated, "We
are pleased to report the results of our efforts to reduce costs and to
restructure the Company. While our sales grew 2.2% in the first quarter 2005
compared to the previous quarter, our cost of products sold as a percentage of
sales improved by 260 basis points to 78.6% in the first quarter 2005 from 81.2%
in the fourth quarter 2004. Our cost cutting and restructuring will even be
accelerated in the quarters to come. We believe that our reduction of fixed
overhead will not impact our ability to introduce new products and to further
develop our processes. On the contrary, we are expanding capacities and
introducing next generations of processes. We will be prepared for the next
upturn, whenever it will take place."

     Dr. Paul continued, "For the second quarter 2005, we expect sales to be in
the range of $570 million to $590 million. Due to the effects of the already
implemented cost cutting and restructuring, we expect a further improvement of
margins."

<PAGE>

     Commenting on the Company's merger and acquisition activities, Dr. Felix
Zandman, Chairman of the Board and Chief Technical and Business Development
Officer, stated, "We recently finalized the acquisition of SI Technologies. This
acquisition added the established brand name 'Revere' to our portfolio. We
expect to realize significant opportunities for synergies in R&D, manufacturing,
and marketing and sales. As always, we will continue our efforts to round out
our product lines and grow our high margin niche businesses by making smaller
acquisitions, whenever an opportunity arises. But at this time of low
valuations, we are intensifying our exploration of opportunities to acquire a
larger target."

     Vishay Intertechnology, Inc., a Fortune 1,000 Company listed on the NYSE
(VSH), is one of the world's largest manufacturers of discrete semiconductors
(diodes, rectifiers, transistors, and optoelectronics) and selected ICs, and
passive electronic components (resistors, capacitors, inductors, and
transducers). Vishay's components can be found in products manufactured in a
very broad range of industries worldwide. Vishay is headquartered in Malvern,
Pennsylvania, and has operations in 17 countries employing over 25,000 people.
Vishay can be found on the Internet at http://www.vishay.com.

     Statements contained herein that relate to the Company's future
performance, including statements with respect to trends in revenues and
bookings and the anticipated future benefits of the Company's product,
acquisition and cost reduction strategies are forward-looking statements within
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Such statements are based on current expectations only, and are subject to
certain risks, uncertainties, and assumptions. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
projected. Among the factors that could cause actual results to materially
differ include: general business and economic conditions, particularly in the
markets that we serve, the availability of appropriate acquisition opportunities
on terms that the Company considers attractive, difficulties in integrating
acquired companies, difficulties in implementing our cost reduction strategies
such as labor unrest or legal challenges to our lay-off or termination plans,
under-utilization of production facilities in lower-labor-cost countries,
operation of redundant facilities due to difficulties in transferring production
to lower-labor-cost countries, difficulties in new product development, an
inability to attract and retain highly qualified personnel, and other factors
affecting the Company's operations, markets, products, services, and prices that
are set forth in its December 31, 2004 Report on Form 10-K filed with the
Securities and Exchange Commission. You are urged to refer to the Company's Form
10-K for a detailed discussion of these factors. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise.

     Management believes that stating the impact on net earnings of items such
as restructuring and severance and losses on purchase commitments is meaningful
to investors because it provides insight with respect to intrinsic operating
results of the Company.

<PAGE>

     NOTE: A conference call to discuss first quarter financial results is
scheduled for Tuesday, May 3, 2005 at 11:00 AM (ET). The dial-in number for the
conference call is 800-230-1766 (612-332-0636 if calling from outside the United
States or Canada). The conference operator will require the following
information in order to admit you into the call: Company Name: Vishay
Intertechnology, Inc. and Moderators: Vishay Executives.

     There will be a replay of the conference call from 2:30 PM (ET) on Tuesday,
May 3, 2005 through 11:59 PM (ET) on Sunday, May 8, 2005. The telephone number
for the replay is 800-475-6701 (320-365-3844 if calling from outside the United
States or Canada). The access code is 779818.

     There will also be a live audio webcast of the conference call. This can be
accessed directly from the Investor Relations section of the Vishay website at
http://ir.vishay.com.


VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands except earnings per share)

                                             Fiscal quarter ended
                                             ---------------------
                                              April 2,    April 3,
                                                2005        2004
                                             ---------   ---------
Net sales                                    $ 553,677   $ 640,921
Costs of products sold                         435,270     481,210
Loss on purchase commitments                     2,277           -
Gross profit                                   116,130     159,711
                                                 21.0%       24.9%

Selling, general, and administrative
 expenses                                       96,340      97,329
Restructuring and severance costs                5,027         301
Operating income                                14,763      62,081
                                                  2.7%        9.7%

Other income (expense):
  Interest expense                              (8,053)     (8,875)
  Minority interest                             (2,652)     (2,806)
  Other                                          4,342         990
                                                (6,363)    (10,691)

Earnings before taxes                            8,400      51,390

Income taxes                                     2,688      15,424

Net earnings                                 $   5,712   $  35,966


Basic earnings per share                     $    0.03   $    0.22

Diluted earnings per share                   $    0.03   $    0.20

Weighted average shares outstanding -
 basic                                         166,107     160,438

Weighted average shares outstanding -
 diluted*                                      167,153     201,324

* - Diluted weighted average shares for the first quarter of 2004 include the
effects of convertible and exchangeable debt instruments. These debt instruments
were anti-dilutive for the first quarter of 2005.

<PAGE>

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(Unaudited - In thousands)

                                               April 2,      December 31,
                                                 2005            2004
                                            ------------    -------------
Assets
Current assets:
  Cash and cash equivalents                 $    623,422    $     632,700
  Accounts receivable, net                       357,779          351,710
  Inventories:
    Finished goods                               155,836          155,195
    Work in process                              152,844          150,738
    Raw materials                                207,169          212,040
  Deferred income taxes                           43,097           43,786
  Prepaid expenses and other current
   assets                                        129,845          136,251
Total current assets                           1,669,992        1,682,420

Property and equipment, at cost:
  Land                                            95,790           97,398
  Buildings and improvements                     424,805          428,829
  Machinery and equipment                      1,660,568        1,668,225
  Construction in progress                        76,930           75,974
  Allowance for depreciation                  (1,120,131)      (1,098,611)
                                               1,137,962        1,171,815

Goodwill                                       1,425,621        1,435,121

Other intangible assets, net                     123,935          127,797

Other assets                                     216,960          221,437
     Total assets                           $  4,574,470    $   4,638,590

Liabilities and stockholders' equity
Current liabilities:
  Notes payable to banks                    $     22,069    $       3,727
  Trade accounts payable                         122,184          131,243
  Payroll and related expenses                   120,663          131,128
  Other accrued expenses                         198,340          221,958
  Income taxes                                    31,299           29,631
  Current portion of long-term debt                   42               51
Total current liabilities                        494,597          517,738

Long-term debt less current portion              767,795          752,145

Deferred income taxes                             11,256           14,017

Deferred grant income                             16,765           18,723

Other liabilities                                224,230          235,923

Accrued pension and other
 postretirement costs                            225,320          232,142

Minority interest                                 96,936           94,567

Stockholders' equity:
  Common stock                                    15,143           15,142
  Class B common stock                             1,468            1,468
  Capital in excess of par value               2,028,594        2,028,253
  Retained earnings                              600,604          594,892
  Unearned compensation                             (119)            (152)
  Accumulated other comprehensive income          91,881          133,732
                                               2,737,571        2,773,335
                                            $  4,574,470    $   4,638,590


     Contact:  Richard N. Grubb, Executive Vice President
                and Chief Financial Officer, or
               Peter G. Henrici, Senior Vice President
               610-644-1300

SOURCE  Vishay Intertechnology, Inc.
    -0-                             05/03/2005
    /CONTACT:  Richard N. Grubb, Executive Vice President and Chief Financial
Officer, or Peter G. Henrici, Senior Vice President, both of Vishay
Intertechnology, +1-610-644-1300/
    /Web site:  http://ir.vishay.com
                http://www.vishay.com /
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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