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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: AUGUST 1, 2001
DATE OF EARLIEST EVENT REPORTED: July 31, 2001
GENERAL SEMICONDUCTOR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-15442 13-3575653
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
10 MELVILLE PARK ROAD
MELVILLE, NEW YORK 11747
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (631) 847-3000
ITEM 5. OTHER EVENTS
On August 1, 2001, General Semiconductor, Inc. (the "Company")
issued a press release (the "Press Release") announcing that the Company
had entered into an Agreement and Plan of Merger, dated as of July 31, 2001
(the "Merger Agreement"), by and among Vishay Intertechnology, Inc.
("Parent") and Vishay Acquisition Corp. ("Merger Sub") pursuant to which,
among other things, Merger Sub will be merged with and into the Company,
whereafter the Company, as surviving corporation in the Merger, will be a
wholly owned subsidiary of Parent (the "Merger").
Pursuant to the Merger, each share of Common Stock of the Company
will be converted into the right to receive a fraction of a share of Common
Stock of Parent and cash will be paid in lieu of any fractional share of
Common Stock of Parent which would otherwise be issued to holders of Common
Stock of the Company in the Merger.
As a material inducement to the Company's entering into the
Merger Agreement, concurrently with the execution thereof, certain
stockholders of Parent have agreed to enter into a voting agreement with
the Company of even date with the Merger Agreement (the "Voting Agreement")
pursuant to which, among other things, such stockholders of Parent will
agree to vote all Common Stock and Class B Common Stock of Parent
beneficially owned or controlled by them in favor of the Parent Stockholder
Meeting Proposals (as defined in the Merger Agreement).
The Press Release is being filed as an exhibit to this
Registration Statement and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Description
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99.1 Press Release issued by the Company on August 1, 2001
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
Dated: August 1, 2001
GENERAL SEMICONDUCTOR, INC.
By: /s/ Robert J. Gange
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Robert J. Gange
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
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99.1 Press Release issued by the Company on August 1, 2001