UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Under the Securities Exchange Act of 1934
SCHEDULE 13G
(AMENDMENT)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Vishay Intertechnology, Inc.
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
928298108
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(CUSIP Number)
December 31, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
Page 1 of 6 Pages
SCHEDULE 13G
CUSIP No. 928298108 Page 2 of 6 Pages
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1) NAME OF REPORTING PERSON
Dr. Felix Zandman
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3) SEC USE ONLY
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4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5) SOLE VOTING POWER
NUMBER 6,562,369
OF -------------------------------------------------
SHARES 6) SHARED VOTING POWER
BENEFICIALLY 8,000,100
OWNED BY -------------------------------------------------
EACH 7) SOLE DISPOSITIVE POWER
REPORTING 617,887
PERSON -------------------------------------------------
WITH 8) SHARED DISPOSITIVE POWER
8,000,100
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9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,562,469
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10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
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11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9%
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12) TYPE OF REPORTING PERSON
IN
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Schedule 13G
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Item 1(a). Name of Issuer:
Vishay Intertechnology, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
63 Lincoln Highway
Malvern, Pennsylvania 19355-2143
Item 2(a). Name of Person Filing:
Dr. Felix Zandman
Item 2(b). Address of Principal Business Office or, if None, Residence:
63 Lincoln Highway
Malvern, Pennsylvania 19355-2143
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, par value $.10 per share
Item 2(e). CUSIP Number:
928298108
Item 3. If this statement is filed pursuant to ss.ss. 240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or Dealer Registered Under Section 15 of the Act
(15 U.S.C. 78o)
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c)
(c) |_| Insurance Company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c)
(d) |_| Investment Company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8)
(e) |_| Investment Adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E)
(f) |_| Employee benefit plan or endowment fund in accordance
with ss. 240.13d-1(b)(1)(ii)(F)
(g) |_| Parent Holding Company or control person in accordance
with ss.240.13d-1(b)(ii)(G)
3
(h) |_| Savings Association as defined in ss.3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813)
(i) |_| Church plan that is excluded from the definition of an
investment company under ss.3(c)(15) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3)
(j) |_| Group, in accordance with ss.240.13d-1(b)(ii)(J)
Item 4. Ownership.
(a) Amount beneficially owned: 14,562,469(1)
(b) Percent of class: 7.9%(2)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
6,562,369(3)
(ii) Shared power to vote or to direct the vote:
8,000,100(4)
(iii) Sole power to dispose or to direct the disposition
of: 617,887(5)
(iv) Shared power to dispose or to direct the
disposition of: 8,000,100(6)
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(1) Consists of 153 shares of common stock and 14,562,316 shares of class B
common stock. Each share of class B common stock is convertible into one share
of common stock. Does not include 1,159 shares of common stock held by Dr.
Zandman's spouse. The class B common stock beneficially owned by Dr. Zandman
includes 617,734 shares directly owned by Dr. Zandman, 8,000,100 shares held in
a family trust, of which Dr. Zandman is the trustee and over which Dr. Zandman
shares voting and dispositive control and 5,944,482 shares held in a voting
trust, of which Dr. Zandman is the trustee and over which Dr. Zandman has sole
voting control. The shares held in a voting trust consist of 3,134,074 shares
deposited by the Estate of Mrs. Luella B. Slaner and 2,810,408 shares deposited
by Mrs. Slaner's children and various trusts for the benefit of Mrs. Slaner's
children and grandchildren. The voting trust agreement that governs the voting
trust will remain in effect until the earlier of (x) February 1, 2050 or (y) the
death or resignation or inability to act of Dr. Zandman, but will terminate at
any earlier time upon the due execution and acknowledgment by the trustee of a
deed of termination, duly filed with the registered office of the Company.
(2) The class B common stock is entitled to 10 votes per share. The shares
beneficially owned by Dr. Zandman constitute approximately 46% of the
outstanding voting power.
(3) Consists of 153 shares of common stock and 617,734 shares of class B common
stock owned directly by Dr. Zandman and 5,944,482 shares of class B common stock
held in a voting trust, of which Dr. Zandman is the trustee and over which Dr.
Zandman has sole voting control.
(4) Consists of 8,000,100 shares of class B common stock held in a family trust,
of which Dr. Zandman is the trustee and over which Dr. Zandman shares voting and
dispositive control.
(5) Consists of 153 shares of common stock and 617,734 shares of class B common
stock.
(6) See footnote 4.
4
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
Not applicable
5
SIGNATURE
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
February 14, 2006
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Date
/s/ Dr. Felix Zandman
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Signature
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