As filed with the Securities and Exchange Commission on March 26, 2010
File No. [ ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 10
______________
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
Vishay Precision Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 27-0986328 |
| (State or other jurisdiction of | (IRS employer identification no.) |
| incorporation or organization) | |
3 Great Valley Parkway, Suite 150
Malvern, PA 19355
(Address of principal executive offices)
484-321-5300
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Common Stock, $0.10 par value | New York Stock Exchange |
| (Title of Class) | (Exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer o | Accelerated filer o |
| Non-accelerated filer x(Do not check if a smaller reporting company) | Smaller reporting company o |
Item 1. Business
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
- Summary
- Risk Factors
- Forward-Looking Information
- Description of Our Business
- Management’s Discussion and Analysis of Financial Condition and Results of Operations
- Certain Relationships and Related Party Transactions – Agreements with Vishay Intertechnology
- Where You Can Find More Information
Item 1A. Risk Factors
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
- Risk Factors
- Forward-Looking Information
Item 2. Financial Information
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
- Summary
- Risk Factors
- Capitalization
- Selected Historical Financial Data
- Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Properties
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
- Description of Our Business—Properties
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
- Security Ownership of Certain Beneficial Owners
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Item 5. Directors and Executive Officers
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
Item 6. Executive Compensation
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
- Management
- Executive Compensation
- Historical Compensation Tables
Item 7. Certain Relationships and Related Transactions
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
- Summary
- Risk Factors
- Management’s Discussion and Analysis of Financial Condition and Results of Operations
- Management
- Certain Relationships and Related Transactions
Item 8. Legal Proceedings
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
- Description of Our Business—Legal Proceedings
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
- Summary
- The Spin-off
- Risk Factors
- Dividend Policy
- Description of Our Capital Stock
Item 10. Recent Sales of Unregistered Securities
Not applicable
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Item 11. Description of Registrant’s Securities to be Registered
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
- Description of Our Capital Stock
Item 12. Indemnification of Directors and Officers
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
- Description of Our Capital Stock – Limitation on Liability of Directors and Indemnification of Directors and Officers
Item 13. Financial Statements and Supplementary Data
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
- Summary
- Selected Historical Financial Data
- Management’s Discussion and Analysis of Financial Condition and Results of Operations
- Unaudited Pro Forma Combined and Consolidated Financial Statements
- Index to Combined and Consolidated Financial Statements (and the financial statements referenced therein)
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable
Item 15. Financial Statements and Exhibits
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
- Index to Combined and Consolidated Financial Statements (and the financial statements referenced therein)
| Exhibits | | |
| 3.1 | | Form of Amended and Restated Certificate of Incorporation of the Registrant |
| | |
| 3.2 | | Form of Amended and Restated Bylaws of the Registrant |
| | |
| 10.1 | | Form of Master Separation and Distribution Agreement between the Registrant and Vishay Intertechnology, Inc. (“Vishay Intertechnology”) |
| | |
| 10.2* | | Form of Tax Matters Agreement between the Registrant and Vishay Intertechnology |
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| Exhibits, continued |
| 10.3 | | Form of Trademark License Agreement between Registrant and Vishay Intertechnology |
| | |
| 10.4 | | Form of Employee Matters Agreement between the Registrant and Vishay Intertechnology |
| | |
| 10.5 | | Form of Transition Services Agreement between the Registrant and Vishay Intertechnology |
| | |
| 10.6 | | Form of Supply Agreement between the Registrant and Vishay Intertechnology |
| | |
| 10.7 | | Form of Secondment Agreement between the Registrant and Vishay Intertechnology |
| | |
| 10.8 | | Form of Patent License Agreement between the Registrant and Vishay Dale Electronics, Inc., a subsidiary of Vishay Intertechnology |
| | |
| 10.9 | | Form of Real Property Lease Agreement between Vishay Advanced Technologies, Ltd., a subsidiary of the Registrant and Dale Israel Electronic Industries Ltd., a subsidiary of Vishay Intertechnology (Be’er Sheva, Israel) |
| | |
| 10.10 | | Form of Vishay Precision Group, Inc. 2010 Stock Incentive Program |
| | |
| 10.11** | | Form of Warrant Agreement |
| | | |
| 10.12** | | Form of Note Instrument |
| | | |
| 10.13** | | Form of Put and Call Agreement. |
| | | |
| 21 | | Subsidiaries of the Registrant |
| | |
| 99.1 | | Preliminary Information Statement, dated as of March 26, 2010 |
____________________
| * | | To be filed by amendment |
| | | |
| ** | | The Form of Warrant Agreement, the Form of Note Instrument and the Form of Put and Call Agreement will be substantially the same as the corresponding agreements to which Vishay Intertechnology is a party. The Warrant Agreement, the Note Instrument and the Put and Call Agreement to which Vishay Intertechnology is a party, each dated as of December 13, 2002, are available on Vishay Intertechnology’s current report on Form 8-K filed December 23, 2002. |
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized, in Malvern, Pennsylvania, on March 26, 2010.
| Vishay Precision Group, Inc. |
| |
| |
| By: | /s/ Ziv Shoshani | |
| |
| Ziv Shoshani |
| President |
| Chief Executive Officer designee |
| principal executive officer |
| |
| |
| By: | /s/ William M. Clancy | |
| |
| William M. Clancy |
| Chief Financial Officer designee |
| principal financial officer |
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