S-3ASR 1 ny20076868x1_s3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on June 29, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VISHAY INTERTECHNOLOGY, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware			38-1686453
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

63 Lancaster Avenue

Malvern, Pennsylvania 19355-2143

(610) 644-1300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Joel Smejkal

President and Chief Executive Officer

Vishay Intertechnology, Inc.

63 Lancaster Avenue

Malvern, Pennsylvania 19355

(610) 644-1300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Brian M. Katz

David S. Wolpa

Betty Linkenauger Segaar

Troutman Pepper Locke LLP

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA 19103-2799

(215) 981-4000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐


			Page
ABOUT THIS PROSPECTUS			1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			2
OUR COMPANY			4
RISK FACTORS			5
USE OF PROCEEDS			6
DESCRIPTION OF OUR COMMON STOCK			7
DESCRIPTION OF OUR PREFERRED STOCK			10
DESCRIPTION OF OUR DEBT SECURITIES			12
DESCRIPTION OF OUR WARRANTS			18
DESCRIPTION OF OUR UNITS			19
DESCRIPTION OF OUR SUBSCRIPTION RIGHTS			20
PLAN OF DISTRIBUTION			21
LEGAL MATTERS			23
EXPERTS			23
WHERE YOU CAN FIND MORE INFORMATION			23
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			24


SEC registration fee			$ ⁽¹⁾
FINRA fees			$⁽²⁾
Trustee’s fees			$⁽²⁾
Printing expenses			$⁽²⁾
Rating agency fees			$⁽²⁾
Accounting fees and expenses			$⁽²⁾
Legal fees and expenses			$⁽²⁾
Blue Sky fees and expenses			$⁽²⁾
Miscellaneous			$ ⁽²⁾
Total			$ ⁽²⁾


Exhibit No.			Description
1.1**			Form of Underwriting / Agency Agreement.

3.1			Corrected Amended and Restated Certificate of Incorporation of Vishay Intertechnology, Inc. dated June 5, 2012 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 5, 2012).

3.2			Amended and Restated Bylaws dated June 1, 2011 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed June 2, 2011).

3.3			First Amendment to Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 11, 2015).

3.4			Second Amendment to Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 21, 2023).

4.1**			Form of Certificate of Designations.

4.2**			Specimen Stock Certificate evidencing shares of preferred stock.

4.3**			Form of Warrant Agreement.

4.4*			Form of Indenture.

4.5**			Form of Note.

4.6**			Form of Unit Agreement.

4.7**			Form of Subscription Rights Agreement.

5.1*			Opinion of Troutman Pepper Locke LLP.

23.1*			Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1).

23.2*			Consent of Ernst & Young LLP.

24.1*			Power of attorney (included on the signature page hereto).

25.1**			Statement of Eligibility of Trustee Under Debt Indenture.

107*			Filing Fee Table.


			VISHAY INTERTECHNOLOGY, INC.

			By:			/s/ David L. Tomlinson
			Name:			David L. Tomlinson
			Title:			Senior Vice President and Chief Accounting Officer


Signature			Title

/s/ Joel Smejkal			President, Chief Executive Officer and Director (Principal Executive Officer)
Joel Smejkal

/s/ David E. McConnell			Executive Vice President and Chief Financial Officer (Principal Financial Officer)
David E. McConnell

/s/ David L. Tomlinson			Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
David L. Tomlinson

/s/ Marc Zandman			Executive Chairman of the Board of Directors
Marc Zandman

/s/ Dr. Renee B. Booth			Director
Dr. Renee B. Booth

/s/ Michael J. Cody			Director
Michael J. Cody

/s/ Dr. Michiko Kurahashi			Director
Dr. Michiko Kurahashi

/s/ Dr. Abraham Ludomirski			Director
Dr. Abraham Ludomirski

/s/ John Malvisi			Director
John Malvisi

/s/ Ruta Zandman			Director
Ruta Zandman

/s/ Raanan Zilberman			Director
Raanan Zilberman