VSH » Topics » THE PARTIES

This excerpt taken from the VSH DEFA14A filed May 4, 2006.

THE PARTIES

          2.        Plaintiff is and has been at all relevant times a holder of Class A common stock of Vishay.

          3.        Vishay is a Delaware corporation headquartered in Malvern, Pennsylvania.  The Company is a manufacturer and supplier of semiconductors and passive electronic components.  As of December 31, 2005, Vishay had cash and cash equivalents totaling $622.6 million.  Vishay currently has two classes of common stock.  The Class A common stock is publicly traded and has one vote per share.  There are 300 million shares of Class A authorized.  The Class B common stock is not publicly traded or freely transferable and has ten votes per share.  There are 40 million shares of Class B stock authorized.  The Class B is convertible at the option of the holder into Class A on a share-for-share basis.  Dr. Zandman owns or controls the voting of more than 99% of the Class B stock.  As of December 31, 2005, Vishay had approximately $752 million of outstanding long-term debt.  Substantially all Vishay’s debt instruments are convertible into Class A stock, including its convertible subordinated notes, due 2023 (the “Convertible Notes”) and its Liquid Yield Option Notes, due 2021 (the “LYONs”).

          4.        The Vishay Board is not disinterested and independent.  The Board includes the founder (Dr. Zandman), his son (Marc Zandman), his nephew (Ziv Shoshani), both of whom are also officers, as well as Dr. Zandman’s wife (Ruta Zandman) who is also employed by the Company.  The Board also includes Vishay’s president and chief executive officer (Dr. Gerald Paul) who is also a director.  Another board member is a former officer of a Vishay subsidiary (Philippe Gazeau).  Another director (Marc I. Solomon) is the Chairman of a private investment fund in which the Zandman family has invested millions of dollars.

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One director (Thomas C. Wertheimer) also served as a director of Siliconix Incorporated, a Vishay subsidiary until Vishay acquired 100% of Siliconix in a 2005 short-form merger.  The Company has maintained operations in Israel for 35 years and currently has substantial manufacturing operations there.  The remaining directors are affiliated with various Israeli companies, and on information and belief, are business contacts and cronies of Dr. Zandman.  All the directors were elected by the votes of the founder.

          5.        Defendant Dr. Felix Zandman was a founder of the Company and its Chief Executive Officer until December 31, 2004.  He has been Vishay’s Chairman of the Board since 1989 and became “Chief Technical and Business Development Officer” on January 1, 2005.  In 2005, he continued to receive the same $975,000 salary he had received as CEO.  On March 7, 2006 Vishay’s Board approved the same salary for him in 2006.  In 2004, he received a bonus of $2,925,000 and other compensation of $247,600.  He owns only 153 Class A shares. Dr. Zandman is 77 years old.  According to the Company’s Corporate Governance Principles, adopted February 27, 2004, directors may not stand for re-election after the age of 75 unless otherwise waived by the Board, and in no event may a director stand for re-election after reaching the age of 85.  The policy expressly provides that it does not apply to Dr. Zandman.

          6.        According to Vishay’s April 10, 2006 Proxy Statement, defendant Ruta Zandman, age 68, has been “employed by the Company since 1993 as a Public Relations Associate.”  She became a Vishay director in 2001.  She owns only 1,159 Class A shares. The Proxy Statement does not disclose her salary.

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          7.        Defendant Marc Zandman, age 44, has been Vishay’s Vice Chairman since March 2003 and President of Vishay Israel Limited, a wholly owned Vishay subsidiary, since 1998.  He has been employed by Vishay since 1984 when he was 21 years old. Like his mother, he became a Vishay director in 2001. In 2004, he was paid beyond his substantial salary and bonus, an additional $347,638, including $154,138 “to compensate him for six years...of Vishay Israel Limited salary benefits that would have been received by [him] had $635,000 paid to [him] by Vishay Intertechnology, Inc. over such six year period been paid by Vishay Israel Limited.” Marc Zandman owns only 4,278 shares of Class A stock and 1500 shares of Class B stock.

          8.        Defendant Philippe Gazeau was a long-term Vishay employee and served as Chairman, president and Chief Executive Officer of Vishay, S.A., a Vishay subsidiary.  He owns only 1000 shares of Class A stock.

          9.        Defendant Ziv Shoshani, age 39, has been employed by Vishay since 1995 and is currently “Assistant Chief Operating Officer” and is an Executive Vice President of two Vishay subsidiaries.  He became a Vishay director in 2001, the same year as his cousin, Marc Zandman. He owns only 6,376 shares of Class A stock.

          10.      Defendant Dr. Gerald Paul became Vishay’s Chief Executive Officer on January 1, 2005.  He has been a director and employed by Vishay in various capacities since 1993.  He owns only 62,004 Class A shares.

          11.      Defendant Thomas C. Wertheimer became a Vishay director in 2004.  He was a director of Siliconix, a Vishay subsidiary, prior to May 2005 when Vishay became 100% owner of Siliconix in a short-form merger.  He owns only 1400 Class A shares.

          12.      Defendant Zvi Grinfas has been a technology consultant to Israeli companies since 1988.  He owns only 1000 Class A shares.

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          13.      Defendant Eliyahu Hurvitz is Chairman of the Board of Teva Pharmaceutical Industries Ltd.  He has been a Vishay director since 1994.  He owns only 11,996 shares of Class A stock.

          14.      Dr. Abraham Ludomirski is managing director of a life sciences fund and Chairman of the Board of Sightline Technologies Ltd., an Israeli high technology company.  He owns only 1000 Class A shares.

          15.      Defendant Mark I. Solomon is Chairman of CMS Companies, a private investment fund based in Philadelphia, whose clients are select entrepreneurs.  The Zandmans have invested approximately $2 million in funds managed by CMS Companies.  Mr. Solomon has been a Vishay director since 1993.  He owns only 16,552 Class A shares.

This excerpt taken from the VSH DEFA14A filed Apr 19, 2006.

THE PARTIES

          2.          Plaintiff is and has been at all relevant times a holder of Class A common stock of Vishay.

          3.          Vishay is a Delaware corporation headquartered in Malvern, Pennsylvania.  The Company is a manufacturer and supplier of semiconductors and passive electronic components.  As of December 31, 2005, Vishay had cash and cash equivalents totaling $622.6 million.  Vishay currently has two classes of common stock.  The Class A common stock is publicly traded and has one vote per share.  There are 300 million shares of Class A authorized.  The Class B common stock is not publicly traded or freely transferable and has ten votes per share.  There are 40 million shares of Class B stock authorized.  The Class B is convertible at the option of the holder into Class A on a share-for-share basis.  Dr. Zandman owns or controls the voting of more than 99% of the Class B stock.  As of December 31, 2005, Vishay had approximately $752 million of outstanding long-term debt.  Substantially all Vishay’s debt instruments are convertible into Class A stock, including its convertible subordinated notes, due 2023 (the “Convertible Notes”) and its Liquid Yield Option Notes, due 2021 (the “LYONs”).

          4.          The Vishay Board is not disinterested and independent.  The Board includes the founder (Dr. Zandman), his son (Marc Zandman), his nephew (Ziv Shoshani), both of whom are also officers, as well as Dr. Zandman’s wife (Ruta Zandman) who is also employed by the Company.  The Board also includes Vishay’s president and chief executive officer

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(Dr. Gerald Paul) who is also a director.  Another board member is a former officer of a Vishay subsidiary (Philippe Gazeau).  Another director (Marc I. Solomon) is the Chairman of a private investment fund in which the Zandman family has invested millions of dollars.  One director (Thomas C. Wertheimer) also served as a director of Siliconix Incorporated, a Vishay subsidiary until Vishay acquired 100% of Siliconix in a 2005 short-form merger.  The Company has maintained operations in Israel for 35 years and currently has substantial manufacturing operations there.  The remaining directors are affiliated with various Israeli companies, and on information and belief, are business contacts and cronies of Dr. Zandman.  All the directors were elected by the votes of the founder.

          5.          Defendant Dr. Felix Zandman was a founder of the Company and its Chief Executive Officer until December 31, 2004.  He has been Vishay’s Chairman of the Board since 1989 and became “Chief Technical and Business Development Officer” on January 1, 2005.  In 2005, he continued to receive the same $975,000 salary he had received as CEO.  On March 7, 2006 Vishay’s Board approved the same salary for him in 2006.  In 2004, he received a bonus of $2,925,000 and other compensation of $247,600.  He owns only 153 Class A shares. Dr. Zandman is 77 years old.  According to the Company’s Corporate Governance Principles, adopted February 27, 2004, directors may not stand for re-election after the age of 75 unless otherwise waived by the Board, and in no event may a director stand for re-election after reaching the age of 85.  The policy expressly provides that it does not apply to Dr. Zandman.

          6.          According to Vishay’s April 10, 2006 Proxy Statement, defendant Ruta Zandman, age 68, has been “employed by the Company since 1993 as a Public Relations Associate.”  She became a Vishay director in 2001.  She owns only 1,159 Class A shares. The Proxy Statement does not disclose her salary.

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          7.          Defendant Marc Zandman, age 44, has been Vishay’s Vice Chairman since March 2003 and President of Vishay Israel Limited, a wholly owned Vishay subsidiary, since 1998.  He has been employed by Vishay since 1984 when he was 21 years old.  Like his mother, he became a Vishay director in 2001. In 2004, he was paid beyond his substantial salary and bonus, an additional $347,638, including $154,138 “to compensate him for six years...of Vishay Israel Limited salary benefits that would have been received by [him] had $635,000 paid to [him] by Vishay Intertechnology, Inc. over such six year period been paid by Vishay Israel Limited.” Marc Zandman owns only 4,278 shares of Class A stock and 1500 shares of Class B stock.

          8.          Defendant Philippe Gazeau was a long-term Vishay employee and served as Chairman, president and Chief Executive Officer of Vishay, S.A., a Vishay subsidiary.  He owns only 1000 shares of Class A stock.

          9.          Defendant Ziv Shoshani, age 39, has been employed by Vishay since 1995 and is currently “Assistant Chief Operating Officer” and is an Executive Vice President of two Vishay subsidiaries.  He became a Vishay director in 2001, the same year as his cousin, Marc Zandman. He owns only 6,376 shares of Class A stock.

          10.          Defendant Dr. Gerald Paul became Vishay’s Chief Executive Officer on January 1, 2005.  He has been a director and employed by Vishay in various capacities since 1993.  He owns only 62,004 Class A shares.

          11.          Defendant Thomas C. Wertheimer became a Vishay director in 2004.  He was a director of Siliconix, a Vishay subsidiary, prior to May 2005 when Vishay became 100% owner of Siliconix in a short-form merger.  He owns only 1400 Class A shares.

          12.          Defendant Zvi Grinfas has been a technology consultant to Israeli companies since 1988.  He owns only 1000 Class A shares.

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          13.          Defendant Eliyahu Hurvitz is Chairman of the Board of Teva Pharmaceutical Industries Ltd.  He has been a Vishay director since 1994.  He owns only 11,996 shares of Class A stock.

          14.          Dr. Abraham Ludomirski is managing director of a life sciences fund and Chairman of the Board of Sightline Technologies Ltd., an Israeli high technology company.  He owns only 1000 Class A shares.

          15.          Defendant Mark I. Solomon is Chairman of CMS Companies, a private investment fund based in Philadelphia, whose clients are select entrepreneurs.  The Zandmans have invested approximately $2 million in funds managed by CMS Companies.  Mr. Solomon has been a Vishay director since 1993.  He owns only 16,552 Class A shares.

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