vishay_s8.htm
| As filed with the Securities and
Exchange Commission on July 21, 2010 |
| |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT
OF 1933
________________
Vishay Precision Group, Inc.
(Exact Name of Registrant as Specified in its
Charter)
| Delaware |
27-0986328 |
| (State or Other Jurisdiction |
(I.R.S. Employer Identification
Number) |
| of Incorporation or Operation) |
|
3 Great Valley Parkway, Suite 150
Malvern,
PA 19355
(Address of
Principal Executive Offices, including Zip Code)
__________________________________________
Vishay Precision Group, Inc. 2010 Stock Incentive
Program
(Full Title of the Plan)
*See explanatory note included herein
__________________________________________
Roland Desilets
Senior Director of Legal Services
3 Great Valley
Parkway, Suite 150
Malvern, PA 19355
484-321-5300
(Name, Address And Telephone Number, Including Area Code, of Agent For
Service)
__________________________________________
Copies of communications
to:
Robert A. Friedel, Esq.
Pepper
Hamilton LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103
(215) 981-4000
__________________________________________
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 (check one):
| Large accelerated filer
o |
Accelerated filer o |
| |
| Non-accelerated filer þ |
Smaller reporting company o |
| (do not check if a smaller reporting
company) |
|
CALCULATION OF REGISTRATION
FEE
| Title of securities to be
registered |
Amount to be |
Proposed maximum |
Proposed maximum |
Amount of |
|
|
registered (1) |
offering price per
share |
aggregate offering
price |
registration fee |
| Common Stock, $0.10
par value |
500,000 |
$10.98
(2) |
$5,490,000
(2) |
$391.44 |
| |
|
|
|
|
(1) Pursuant to Rule 416
of the Securities Act of 1933, as amended (the “Securities Act”), this
registration statement shall also cover any additional shares of common stock,
$0.10 par value, of Vishay Precision Group, Inc. ( “Common Stock”) which may be
offered or become issuable by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration which results in an increase in the number of the Registrant’s
outstanding shares of Common Stock.
(2) Estimated solely for
the purposes of calculating the registration fee in accordance with Rule
457(h)(1) and (c) under the Securities Act of 1933. The price and fee were
computed based upon $10.98 per share, the average of the high and low prices for
the common stock reported on the New York Stock Exchange on July 19,
2010.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The document(s)
containing the information specified in this Part I will be sent or given to
employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the “Securities Act”). Such documents need not be filed with the
Securities and Exchange Commission (the “Commission”) either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in the
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
Item 2. Registrant Information and Employee
Plan Annual Information.
Vishay Precision
Group, Inc. (the “Registrant”) will furnish without charge to each person to
whom the prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the documents incorporated by reference, other
than exhibits to such documents (unless such exhibits are specifically
incorporated by reference to the information that is incorporated). Requests
should be directed to Vishay Precision Group, Inc., 3 Great Valley
Parkway, Suite 150, Malvern, PA 19355, Attention: Roland Desilets, Senior
Director of Legal Services; telephone number 484-321-5300.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by
Reference.
The following
documents which have been filed by the Registrant with the Commission are
incorporated by reference into this Registration Statement:
(a) The Registrant’s
Form 10 Registration Statement, as amended, filed with the Commission on June
22, 2010; and
(b) The Registrant’s
Current Reports on Form 8-K filed with the Commission on June 23, 2010, July 1,
2010 and July 7, 2010.
All documents filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered pursuant to this
Registration Statement have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the respective dates of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and
Counsel.
Not applicable.
Item 6. Indemnification of Directors and
Officers.
Section 145 of the
Delaware General Corporation Law permits a Delaware corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if such person acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful. In the case of an
action other than an action by or in the right of the corporation, the
termination of such action by judgment, order, settlement, conviction, or upon
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
In the case of an
action by or in the right of the corporation, Section 145 empowers a corporation
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action in any of the capacities
set forth above against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to our best interests, except that indemnification is
not permitted in respect of any claim, issue or matter as to which such person
is adjudged to be liable to the corporation unless and only to the extent that
the Delaware Court of Chancery, or the court in which such action or suit was
brought determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court deems proper.
Section 145 further
provides that: (i) a Delaware corporation is required to indemnify a director,
officer, employee or agent against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with any action, suit or proceeding
or in defense of any claim, issue or matter therein as to which such person has
been successful on the merits or otherwise, (ii) indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled, (iii) indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators and
(iv) empowers the corporation to purchase and maintain insurance on behalf of a
director or officer against any such liability asserted against him in any such
capacity or arising out of his status as such whether or not the corporation
would have the power to indemnify him against liability under Section 145. A
Delaware corporation may provide indemnification only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct. This determination is to be made (i) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not party to such action, suit or proceeding, (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion or (iii) by
stockholders.
Article Ninth of our
certificate of incorporation provides that every person (and the heirs,
executors and administrators of such person) who is or was a director, officer,
employee or agent of the Registrant, or serves or served in such capacities at
any other corporation, partnership, joint venture, trust or other enterprise at
the request of the Registrant, shall be indemnified by the Registrant against
all expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Registrant) in which such person is a party or is threatened to be
made a party by reason of his being or having been such director, officer,
employee or agent if either (a) such person is wholly successful, on the merits
or otherwise, in defending such derivative or third-party action or (b) in the
judgment of a court of competent jurisdiction or, in the absence of such a
determination, in the judgment of a majority of a quorum of the Board of
Directors of the Registrant (which quorum shall not include any director who is
a party to or is otherwise involved in such action) or, in the absence of such a
disinterested quorum, in the opinion of independent legal counsel (i) in the
case of a derivative action, such person acted in good faith in what he
reasonably believed to be the best interest of the Registrant and was not
adjudged liable to the Registrant or such other company or (ii) in the case of a
third-party action, such person acted in good faith in what he reasonably
believed to be the best interest of the Registrant or such other company, and,
in addition, in any criminal action, had no reasonable cause to believe that his
action was unlawful; provided that, in the case of a derivative action, such
indemnification shall not be made in respect of any payment to the Registrant or
such other company or any stockholder thereof in satisfaction of judgment or in
settlement unless either (x) a court of competent jurisdiction has approved such
settlement, if any, and the reimbursement of such payment or (y) if the court in
which such action has been instituted lacks jurisdiction to grant such approval
or such action is settled before the institution of judicial proceedings, in the
opinion of independent legal counsel the applicable standard of conduct
specified in the preceding sentence has been met, such action was without
substantial merit, such settlement was in the best interests of the corporation
or such other company and the reimbursement of such payment is permissible under
applicable law. In case such person is successful, on the merits or otherwise,
in defending part of such action or, in the judgment of such a court or such
quorum of the Board of Directors or in the opinion of such counsel, has met the
applicable standard of conduct specified in the preceding sentence with respect
to part of such action, he shall be indemnified by the Registrant against the
judgments, settlements, payments, fines, penalties and other costs and expenses
attributable to such part of such action.
The directors may
authorize the advancement of such amounts necessary to cover the reasonable
costs and expenses incurred by any director, officer or employee in connection
with the action, suit, proceeding, investigation or claim prior to final
disposition thereof to the extent permitted under Delaware law.
The foregoing rights
of indemnification and advancement of expenses shall be in addition to any
rights to which any such director, officer, employee, or agent may otherwise be
entitled under this Amended and Restated Certificate of Incorporation, any
agreement or vote of stockholders or at law or in equity or
otherwise.
No director shall
have any personal liability to the Registrant or its stockholders for any
monetary damages for breach of fiduciary duty as a director, except that this
Article shall not eliminate or limit the liability of each director (i) for any
breach of such director’s duty of loyalty to the Registrant or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which such
director derived an improper personal benefit. This Article shall not eliminate
or limit the liability of such director for any act or omission occurring prior
to the date when this Article becomes effective.
Any repeal or
modification of the foregoing provisions of this Article Ninth shall not
adversely affect any right or protection hereunder of any person in respect of
any act or omission occurring prior to the time of such repeal or modification.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
| 4.1 |
|
Vishay Precision Group, Inc. 2010 Stock Incentive Program dated
(incorporated by reference to Exhibit 10.10 to the Form 10 Registration
Statement, filed June 2, 2010). |
|
|
|
|
| 5.1* |
|
Opinion of Pepper Hamilton LLP as to the validity of the securities
being registered. |
|
|
|
|
| 23.1* |
|
Consent of Ernst & Young LLP |
|
|
|
|
| 23.2 |
|
Consent of Pepper Hamilton LLP (included in Exhibit 5.1
hereto). |
|
|
|
|
| 24.1 |
|
Powers of Attorney (included on the signature page
hereto). |
____________________
* Filed
herewith.
Item 9. Undertakings.
The undersigned
Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Malvern,
commonwealth of Pennsylvania, on July 20, 2010.
|
|
Vishay Precision Group,
Inc. |
| |
|
|
|
By: |
/s/ Ziv Shoshani |
|
|
|
Ziv Shoshani |
|
|
President and Chief
Executive Officer |
POWER OF ATTORNEY
Each person whose
signature appears below hereby constitutes and appoints Ziv Shoshani and Roland
Desilets, or either of them acting individually, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him or her in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission, granting unto such attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary in connection with such matters and hereby
ratifying and confirming all that such attorney-in-fact and agent or his
substitutes may do or cause to be done by virtue hereof.
Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities indicated on the date
indicated below:
| Signature |
|
Title |
|
Date |
| /s/ Ziv
Shoshani |
|
President and Chief Executive
Officer |
|
July 20,
2010 |
| Ziv Shoshani |
|
(Principal Executive Officer) |
|
|
| |
| /s/ William
Clancy |
|
Executive Vice President & Chief
Financial Officer |
|
July 20,
2010 |
| William Clancy |
|
(Principal Financial and Accounting
Officer) |
|
|
| |
| /s/ Marc
Zandman |
|
Director |
|
July 20,
2010 |
| Marc Zandman |
|
|
|
|
| |
| /s/ Samuel
Broydo |
|
Director |
|
July 20,
2010 |
| Samuel Broydo |
|
|
|
|
| |
| /s/ Saul V.
Reibstein |
|
Director |
|
July 20,
2010 |
| Saul V. Reibstein |
|
|
|
|
| |
| /s/ Timothy V.
Talbert
|
|
Director |
|
July 20,
2010 |
| Timothy V. Talbert |
|
|
|
|
EXHIBIT INDEX
Exhibits
| 4.1 |
|
Vishay Precision Group, Inc. 2010 Stock Incentive Program dated
(incorporated by reference to Exhibit 10.10 to the Form 10 Registration
Statement, filed June 2, 2010). |
|
|
|
|
| 5.1* |
|
Opinion of Pepper Hamilton LLP as to the validity of the securities
being registered. |
| |
| 23.1* |
|
Consent of Ernst & Young LLP. |
|
|
|
|
| 23.2 |
|
Consent of Pepper Hamilton LLP (included in Exhibit 5.1
hereto). |
|
|
|
|
| 24.1 |
|
Powers of Attorney (included on the signature page
hereto). |
____________________
*Filed herewith.