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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001275287-06-005651.txt : 20061101
<SEC-HEADER>0001275287-06-005651.hdr.sgml : 20061101
<ACCEPTANCE-DATETIME>20061101153027
ACCESSION NUMBER:		0001275287-06-005651
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20061101
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20061101
DATE AS OF CHANGE:		20061101

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:		061178745

	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>vi7725.txt
<DESCRIPTION>FORM 8-K
<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) November 1, 2006

                          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 Lancaster Avenue
                    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 7.01 - Regulation FD Disclosure

On November 1, 2006, Vishay Intertechnology, Inc. issued press releases
announcing that it had reached an agreement to acquire International Rectifier
Corporation's Power Control Systems business for approximately $290 million in
cash. The agreement is subject to customary closing conditions, including
obtaining all necessary governmental approvals and clearances, and finalization
of certain documentation. Signing of definitive agreements is expected to take
place by Friday, November 10, 2006, and the transaction is expected to close in
February 2007. Copies of the press releases are furnished as Exhibits 99.1 and
99.2 to this report.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(d)   Exhibits

Exhibit No.    Description
- -----------    ----------------------------------------------------------
99.1           Joint Vishay / International Rectifier press release dated
               November 1, 2006

99.2           Vishay press release dated November 1, 2006

<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: November 1, 2006

                                            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-99.1
<SEQUENCE>2
<FILENAME>vi7725ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

          VISHAY AND INTERNATIONAL RECTIFIER ANNOUNCE AGREEMENT FOR THE
                   SALE OF IR'S POWER CONTROL SYSTEMS BUSINESS

    MALVERN, Pa. and EL SEGUNDO, Calif., Nov. 1 /PRNewswire-FirstCall/ -- Vishay
Intertechnology, Inc. (NYSE: VSH) and International Rectifier Corporation (IR)
(NYSE: IRF) today announced they have reached an agreement for the sale of IR's
Power Control Systems (PCS) business to Vishay. The PCS business includes IR's
Non-Focus Products business and certain product revenue from its Focus Products
business, including certain discrete planar MOSFETs, discrete diodes and
rectifiers, discrete thyristors, and automotive modules and assemblies. The PCS
business accounted for revenue of approximately $300 million, or 26% of revenues
in IR's June-ending fiscal year 2006. The PCS business is expected to be sold
for approximately $290 million in cash. The agreement is subject to customary
closing conditions, including obtaining all necessary governmental approvals and
clearances, and finalization of certain documentation. Signing of definitive
agreements is expected to take place by Friday, November 10, 2006, and the
transaction is expected to close in February 2007.

    For Vishay, the acquisition extends its product offering in discrete
semiconductors and modules, while enhancing its strong position as one of the
industry's largest manufacturers of discrete semiconductors and passive
components. Furthermore, this acquisition will provide Vishay with synergies in
the area of modules by combining Vishay components with the product lines to be
acquired from International Rectifier. This divestiture enables International
Rectifier to concentrate more fully its resources and assets on its Focus
Products business, which includes high-performance analog, digital, and
mixed-signal ICs, and other advanced power management products.

    About Vishay Intertechnology

    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, sensors, and
transducers). These components are used in virtually all types of electronic
devices and equipment, in the industrial, computing, automotive, consumer,
telecommunications, military, aerospace, and medical markets. Its product
innovations, successful acquisition strategy, and ability to provide "one-stop
shop" service have made Vishay a global industry leader. Vishay can be found on
the Internet at http://www.vishay.com.

    Vishay Contact:
    Investors: Peter Henrici, 610-407-4899

<PAGE>

    About International Rectifier

    International Rectifier (NYSE: IRF) is a world leader in power management
technology. IR's digital, analog and mixed signal ICs, and other advanced power
management products, enable high-performance computing and reduce energy waste
in motors, the world's single largest consumer of electricity. Leading
manufacturers of computers, energy efficient appliances, lighting, automobiles,
satellites, aircraft, and defense systems rely on IR's power management
solutions to power their next generation products. For more information, go to
http://www.irf.com.

    International Rectifier Contacts:
    Investors: Steve Harrison, 310-252-7731
    Media: Graham Robertson, 310-726-8512

    "Safe Harbor" Statement under the Private Securities Litigation Reform Act
of 1995: This release includes forward looking statements intended to qualify
for the safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995. Statements in this release that describe the
companies' business strategies, outlooks, objectives, plans, intentions or goals
are forward-looking statements. All such forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from those in forward-looking statements including the uncertainty
that the companies will be able to negotiate all definitive agreements or the
satisfaction of the closing conditions. For a detailed discussion of these
factors, refer to each company's filings with the SEC, including the most recent
10-Q and 10-K reports.

SOURCE  Vishay Intertechnology, Inc.
    -0-                             11/01/2006
    /CONTACT:  Investors: Peter Henrici of Vishay, +1-610-407-4899; Investors:
Steve Harrison, +1-310-252-7731, Media: Graham Robertson, +1-310-726-8512,
both of International Rectifier/
    /Web site:  http://www.vishay.com
                http://www.irf.com /
    (VSH IRF)
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>vi7725ex992.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
                                                                    Exhibit 99.2

   VISHAY PROVIDES FURTHER INFORMATION CONCERNING THE ACQUISITION OF THE POWER
             CONTROL SYSTEMS BUSINESS FROM INTERNATIONAL RECTIFIER

    MALVERN, Pa., Nov. 1 /PRNewswire-FirstCall/ -- Vishay Intertechnology, Inc.
(NYSE: VSH) today announced that it has reached an agreement with International
Rectifier (NYSE: IRF) to acquire its Power Control Systems (PCS) business for
approximately $290 million in cash. During International Rectifier's fiscal year
ended June 30, 2006, the PCS business had sales of approximately $300 million.
Sales for the quarter ended June 30, 2006 were $81 million. The agreement is
subject to customary closing conditions, including obtaining all necessary
governmental approvals and clearances, and finalization of schedules and other
related documentation. Signing of definitive agreements is expected to take
place by Friday, November 10, 2006, and the transaction is expected to close in
February 2007.

    During the first 12 months of operation the acquisition has a potential to
increase its net profit from break-even to a rate of approximately $40 million.
At the completion of restructuring, expected after two to three years, potential
net profits should reach about $50 million per year.

    The earnings estimates of the acquisition are based on the evaluation of the
corporate allocations, which have been applied against the operations of this
business by International Rectifier. Our evaluation of the business anticipates
a significant reduction of allocations applied against SG&A and manufacturing
costs. In addition, the potential earnings are based on major synergies
predominantly in the area of SG&A as well as manufacturing, purchasing and other
overheads.

    The PCS business develops, manufactures and markets planar high voltage
MOSFETs, Schottky diodes, diode rectifiers, fast recovery diodes, high power
diodes and thyristors, power modules (a combination of power diodes, thyristors,
MOSFETs, and IGBTs), and automotive modules and assemblies.

    By extending its product offering for high power and high voltage discrete
semiconductors and modules, Vishay will further enhance its position as one of
the industry's largest manufacturers of discrete semiconductors and passive
components. In addition, this acquisition will provide Vishay with a new
platform to integrate Vishay's passive components into the acquired modules,
creating a new product line through the synergy of passive and semiconductor
components.

    We expect a smooth integration of these product groups into Vishay's
existing organization.

    In summary, Vishay's acquisition of the PCS business from International
Rectifier has the potential to substantially improve Vishay's growth in sales,
return on investment, and profits. It complies with Vishay's policy of being
accretive to net earnings during the first year after the acquisition.

    Dr. Felix Zandman, Chairman of the Board and Chief Technical and Business
Development Officer, and Dr. Gerald Paul, President and Chief Executive Officer
of Vishay Intertechnology, Inc. consider International Rectifier's PCS business
as an excellent acquisition based on the potential of earnings. Furthermore, the
product extension should bring to Vishay additional product synergies and market
growth.

<PAGE>

    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, sensors, and
transducers). These components are used in virtually all types of electronic
devices and equipment, in the industrial, computing, automotive, consumer,
telecommunications, military, aerospace, and medical markets. Its product
innovations, successful acquisition strategy, and ability to provide "one-stop
shop" service have made Vishay a global industry leader. Vishay can be found on
the Internet at http://www.vishay.com.

    This release contains statements concerning the potential benefits of
Vishay's acquisition of the Power Control Business of International Rectifier.
These forward-looking statements are within the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. They are based on current
expectations and are subject to certain risks, uncertainties and assumptions,
many of which are outside the control of Vishay. These risks and uncertainties
include, but are not limited to: the future performance of the PCS business; the
timing and success of Vishay's integration of the PCS business with Vishay's
existing businesses, including the successful transition of the PCS business
from the information systems of International Rectifier to systems used by
Vishay; the ability to realize anticipated synergies of the PCS business with
Vishay's existing businesses; the ability to realize the anticipated benefits of
intellectual property rights being acquired by Vishay as part of the PCS
business; competition and technological changes in the industries of which the
PCS business is a part and in which Vishay otherwise operates; and general
economic, business and political conditions. For a detailed discussion of
factors affecting Vishay's business generally and other factors that may
influence future results, please see Vishay's filings with the U.S. Securities
and Exchange Commission. Vishay does not undertake any obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

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

SOURCE  Vishay Intertechnology, Inc.
    -0-                             11/01/2006
    /CONTACT:  Richard N. Grubb, Executive Vice President and Chief Financial
Officer, or Peter G. Henrici, Senior Vice President Corporate Communications,
both of Vishay Intertechnology, Inc., +1-610-644-1300/
    /Web site:  http://www.vishay.com /
    (VSH IRF)
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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