Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 163 875K
Business-Combination Transaction
2: EX-9.1 Voting Trust Agreement 4 21K
3: EX-23.1 Consent of Experts or Counsel 1 6K
4: EX-23.2 Consent of Experts or Counsel 1 6K
5: EX-99.1 Miscellaneous Exhibit 2 9K
6: EX-99.2 Miscellaneous Exhibit 2 10K
7: EX-99.3 Miscellaneous Exhibit 1 7K
EXHIBIT 9.1
VISHAY INTERTECHNOLOGY, INC. VOTING AGREEMENT
This Voting Agreement ("Agreement") is made and entered into as of July 31,
2001 between General Semiconductor, Inc., a Delaware corporation ("Company"),
and the undersigned stockholder ("Stockholder") of Vishay
Intertechnology, Inc., a Delaware corporation ("Parent").
RECITALS
A. Concurrently with the execution of this Agreement, Parent, Company, and
Vishay Acquisition Corp., Inc., a Delaware corporation and a wholly owned
subsidiary of Parent ("Merger Sub"), have entered into an Agreement and Plan of
Merger of even date herewith (the "Merger Agreement") which provides for the
merger (the "Merger") of Merger Sub with and into Company. Pursuant to the
Merger, shares of Common Stock of Company will be converted into 0.563 shares of
Common Stock of Parent ("Parent Stock") in the manner set forth in the Merger
Agreement.
B. The Stockholder is the record holder and/or beneficial owner (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of such number of shares of the outstanding Common Stock and
Class B Common Stock of Parent as is indicated on the final page of this
Agreement (collectively, the "Shares").
C. As a material inducement to enter into the Merger Agreement, Company
desires the Stockholder to agree, and the Stockholder is willing to agree, not
to transfer or otherwise dispose of any of the Shares, or any other shares of
capital stock of Parent acquired hereafter and prior to the Expiration Date (as
defined in Section 1.1 below), except as otherwise permitted hereby, and to vote
the Shares and any other such shares of capital stock of Parent in favor of the
Parent Stockholders Meetings Proposals (as defined in the Merger Agreement.)
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, the parties agree as follows:
1. AGREEMENT TO RETAIN SHARES.
1.1 TRANSFER AND ENCUMBRANCE. A Stockholder shall be deemed to have
effected a "Transfer" of a security if he or she directly or indirectly:
(i) sells, makes any short sales of, lends, hypothecates, pledges,
encumbers, enters into any type of equity swap or hedging of, grants an
option with respect to, transfers or disposes of such security or any
interest in such security; or (ii) enters into an agreement or commitment
providing for the sale of, making any short sale of, lending of, pledge of,
encumbrance of, equity swap or hedging of, grant of an option with respect
to, transfer of or disposition of such security or any interest therein.
Stockholder agrees not to Transfer (except as may be specifically
required by court order or operation of law) the Shares or any New Shares
(as defined in Section 1.2 below), or to make any offer or agreement
relating thereto, at any time prior to the Expiration Date unless each party
to which such Shares or New Shares or any interest in any of such Shares or
New Shares is or may be transferred shall have (i) executed a counterpart of
this Voting Agreement and (ii) agreed to hold such Shares or New Shares or
interest in such Shares or New Shares subject to all of the terms and
provisions of this Agreement; PROVIDED, HOWEVER, that in no event will
Stockholder Transfer the Shares or New Shares or make any offer or agreement
relating thereto if such Transfer would result in the conversion of any
Shares or New Shares from Class B Common Stock into Common Stock or
otherwise cause a diminution of the voting power represented by the shares
subject to this Agreement and the voting agreement of the contemplated
transferee. As used herein, the term "Expiration Date" shall mean the
earlier to occur of (i) such date and time as the Merger shall become
effective in accordance with the terms and provisions of the Merger
Agreement and (ii) such date and time as the Merger Agreement shall be
terminated in accordance with its terms.
1.2 ADDITIONAL PURCHASES. Stockholder agrees that any shares of
capital stock of Parent that Stockholder purchases or with respect to which
Stockholder otherwise acquires beneficial ownership (as such term is defined
in Rule 13d-3 under the Exchange Act) after the execution of this Agreement
and prior to the Expiration Date ("New Shares") shall be subject to the
terms and conditions of this Agreement to the same extent as if they
constituted Shares.
2. AGREEMENT TO VOTE SHARES. At every meeting of the stockholders of
Parent called with respect to, and at every adjournment thereof, and on every
action or approval by written consent of the stockholders of Parent with respect
to, approval of the Parent Stockholders Meeting Proposals, Stockholder shall
vote the Shares and any New Shares in favor of the Parent Stockholders Meeting
Proposals. Stockholder agrees not to take any actions contrary to Stockholder's
obligations under this Agreement.
3. PROXY. Stockholder hereby revokes all proxies with respect to the
Shares executed or granted on or prior to the date hereof and agrees from and
after the date of this Agreement not to grant any proxy, become party to any
voting trust or other agreement that grants any other person or entity the
right, directly or indirectly to vote the Shares or the New Shares, in each case
with respect to (i) the Parent Stockholder Meeting Proposals, other than a proxy
granted for the sole purpose of voting in favor of such proposals or (ii) any
other matter in respect of which any action (x) which may be taken pursuant to
such proxy, or (y) is required to be taken pursuant to such voting trust or
other agreement, is contrary to the Stockholder's other obligations under this
Agreement.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
STOCKHOLDER. Stockholder hereby represents, warrants and covenants to Company
that Stockholder (i) is the beneficial owner of the Shares, which at the date
hereof and at all times up until the Expiration Date will be free and clear of
any liens, claims, options, charges or other encumbrances; (ii) does not
beneficially own any shares of capital stock of Parent other than the Shares
(excluding shares as to which Stockholder currently disclaims beneficial
ownership in accordance with applicable law); and (iii) has full power and
authority to make, enter into and carry out the terms of this Agreement.
5. TERMINATION. This Agreement shall terminate and shall have no further
force or effect as of the Expiration Date.
6. MISCELLANEOUS.
6.1 SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, then the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
6.2 BINDING EFFECT AND ASSIGNMENT. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, but,
except as otherwise specifically provided herein, neither this Agreement nor
any of the rights, interests or obligations of the parties hereto may be
assigned by either of the parties without prior written consent of the
other.
6.3 AMENDMENTS AND MODIFICATION. This Agreement may not be modified,
amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.
6.4 SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF. The parties hereto
acknowledge that Company will be irreparably harmed and that there will be
no adequate remedy at law for a violation of any of the covenants or
agreement of Stockholder set forth herein. Therefore, it is agreed that, in
addition to any other remedies that may be available to Company upon any
such violation, Company shall have the right to enforce such covenants and
agreements by specific performance,
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injunctive relief or by any other means available to Company at law or in
equity and in any such case will not be required to post a bond to obtain
such remedy.
6.5 NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if delivered in
person, by cable, telegram or telex, or sent by mail (registered or
certified mail, postage prepaid, return receipt requested) or overnight
courier (prepaid) to the respective parties as follows:
[Download Table]
If to Company: General Semiconductor, Inc.
10 Melville Park Road
Melville, NY 11747-3113
Attention: Stephen B. Paige, Esq.
Facsimile: (631) 847-3033
With a copy to: Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004
Attention: Lois Herzeca, Esq.
Facsimile: (212) 859-8587
If to Stockholder: Address provided on signature page hereto
With a copy to: Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, NY 10022
Attention: Abbe L. Dienstag, Esq.
Facsimile: (212) 715-8000
or to such other address as any party may have furnished to the other in
writing in accordance herewith, except that notices of change of address
shall only be effective upon receipt.
6.6 GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware without
giving effect to the conflicts of laws principles thereof.
6.7 ENTIRE AGREEMENT. This Agreement and the Merger Agreement contain
the entire understanding of the parties in respect of the subject matter
hereof, and supersede all prior negotiations and understandings between the
parties with respect to such subject matter.
6.8 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
6.9 EFFECT OF HEADINGS. The section headings herein are for
convenience only and shall not affect the construction of interpretation of
this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be duly
executed on the date and year first above written.
[Download Table]
GENERAL SEMICONDUCTOR, INC.
By:
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Name:
Title:
STOCKHOLDER
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Name:
Stockholder's Address for Notice:
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[Enlarge/Download Table]
CLASS B COMMON STOCK COMMON STOCK
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Number of Shares Beneficially Owned:................
Number of Shares Held of Record.....................
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Dates Referenced Herein and Documents Incorporated by Reference
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