UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report

Pursuant to Section 13 ORor 15(d) of the Securities Exchange Act of 1934

~~The~~Date ~~Securities~~of ~~Exchange~~Report: ~~Act~~December of23, ~~1934~~2004

~~September~~Date 2,of ~~2004~~Earliest ~~(June~~Event 30Reported: December 22, 2004)

SI TECHNOLOGIES, INC.

Delaware		0-12370		95-3381440
(State or Other Jurisdiction of Incorporation)		(Commission file number)		(I.R.S. Employer Identification No.)

(Exact Name of Registrant as Specified in its Charter)

~~14192~~Delaware ~~Franklin Avenue, Tustin, CA 92780~~

(~~Address~~State ofor ~~Principal~~Other ~~Executive~~Jurisdiction ~~Offices,~~of ~~Zip Code~~Incorporation)

Registrant’s telephone number, including area code 714-505-6483


0-12370		95-3381440
(Commission File Number)		(I.R.S. Employer Identification No.)

14192 Franklin Avenue, Tustin, California		92780
(Address of Principal Executive Offices)		(Zip Code)

~~Check~~(714) ~~the appropriate box below if the Form 8~~505-K6483 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

¨(Registrant’s ~~Written~~Telephone ~~communications~~Number, ~~pursuant~~Including toArea ~~Rule 425 under the Securities Act (17 CFR 230.425~~Code)

¨N/A ~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~

¨(Former ~~Pre-commencement~~Name ~~communications~~or ~~pursuant~~Former toAddress, ~~Rule~~if ~~14d-2(b)~~Changed ~~under~~Since ~~the~~Last ~~Exchange Act (17 CFR 240.14d-2(b~~Report))

¨Check ~~Pre~~the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~13e-4(c)~~satisfy ~~under~~the filing obligation of the ~~Exchange~~registrant ~~Act~~under any of the following provisions (17see ~~CFR~~General ~~240~~Instruction A.~~13e-4(c~~2. below)):

~~Item~~¨ ~~4.01.~~Written ~~Changes~~communications inpursuant ~~Registrant’s~~to ~~Certifying~~Rule ~~Accountants~~425 under the Securities Act (17 CFR 230.425).

~~The~~x ~~Audit~~Soliciting ~~Committee~~material ofpursuant SIto ~~Technologies,~~Rule ~~Inc.~~14a-12 ~~(the~~under “Company”) has notified Arenthals Grant Thornton of Amsterdam, Netherlands that it has been replaced by RSM Niehe Lancee BV of Amsterdam, Netherlands effective June 30, 2004. The audit firm RSM Niehe Lancee BV is a network firm of the ~~Company’s~~Exchange ~~lead~~Act ~~audit firm of McGladrey & Pullen, LLP located in Irvine, California. RSM Niehe Lancee BV will audit the financial statements of Revere Transducers Europe BV~~ (~~“Revere~~17 ~~Europe”),~~CFR ~~a consolidated subsidiary of the Company~~240. ~~Although Grant Thornton LLP was dismissed as the independent auditors of the Company effective July 16, 2003, as reported in the Company’s current report on Form 8~~14a-~~K filed on July 22, 2003, Arenthals Grant Thornton audited the financial statements of Revere Europe for the fiscal year ended July 31, 2003~~12). The audit report of Arenthals Grant Thornton was included with the Company’s Form 10-K for the fiscal year ended July 31, 2003, and the audit report of McGladrey & Pullen, LLP for the 2003 fiscal year indicated its reliance upon this report.

~~Prior~~¨ toPre-commencement ~~engaging~~communications ~~RSM~~pursuant ~~Niehe~~to ~~Lancee BV,~~Rule ~~neither the Company nor anyone acting on its behalf~~ 14d-2(~~including Revere Europe~~b) ~~consulted~~under ~~with RSM Niehe Lancee BV regarding~~ the ~~application~~Exchange ofAct ~~accounting~~(17 ~~principles~~CFR ~~to a specified transaction or the type of audit opinion that might be rendered on the financial statements of Revere Europe~~240. 14d-2(b)).

~~The~~¨ ~~report~~Pre-commencement ofcommunications ~~McGladrey~~pursuant ~~& Pullen,~~to ~~LLP~~Rule ~~for~~13e-4(c) ~~the~~under ~~financial statements of~~ the ~~Company~~Exchange ~~for~~Act ~~the~~(17 ~~fiscal~~CFR year ended July 31, 2003, and the report of Grant Thornton LLP for the financial statements of the Company for the fiscal year ended July 31, 2002 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles240. 13e-4(c)).

During the Company’s two most recent fiscal years and the subsequent interim period through the date of this report, there were no disagreements between Arenthals Grant Thornton and the Company or Revere Europe on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Arenthals Grant Thornton’s satisfaction, would have caused Arenthals Grant Thornton to make reference to the subject matter of the disagreement in connection with its reports. There were no reportable events as described in Item ~~304 (a)(~~1~~)(v) of Regulation S-K~~.01. ~~The~~Entry ~~Company has~~into ~~provided Arenthals Grant Thornton with~~ a ~~copy~~Material ofDefinitive ~~the~~Agreement ~~foregoing disclosures and requested Arenthals Grant Thornton to furnish it a letter addressed to the Commission stating whether it agrees with the above statements.~~

~~SIGNATURE~~SI Technologies, Inc. (the “Company”) has entered an Agreement and Plan of Merger dated December 22, 2004 (the “Merger Agreement”) with Vishay Intertechnology, Inc. (“Vishay”) pursuant to which, on the terms and subject to the conditions of the Merger Agreement, Vishay has agreed to acquire the Company. The acquisition will be accomplished through the merger (the “Merger”) of an newly formed subsidiary of Vishay with and into the Company, with the Company as the surviving corporation. Upon the effectiveness of the Merger, the stockholders of the Company will receive cash in the amount of $4.00 per share and the Company will become a wholly owned subsidiary of Vishay. Vishay has agreed to cause the Company’s credit facilities to be paid at or promptly following the effectiveness of the Merger.

~~Pursuant~~Completion ~~to the requirements~~ of the ~~Securities~~merger ~~Exchange~~is subject ~~Act of 1934, the registrant has duly caused this report~~ to becertain ~~signed~~closing onconditions, ~~its~~including ~~behalf~~the byapproval of the ~~undersigned~~ ~~hereunto~~Company’s ~~duly authorized~~stockholders.

	SI TECHNOLOGIES, INC.
Dated: September 2, 2004	By:	/s/ HOWARD GEORGE
		Howard George
		Chief Financial Officer

In connection with the Merger Agreement, four director/stockholders and their spouses who hold shares of the Company’s Common Stock have entered into stockholder agreements with Vishay (each, a “Stockholder Agreement”), whereby such stockholders have agreed to vote their shares in favor of the Merger Agreement. These stockholders hold approximately 40.7% of the outstanding Common Stock.

Additional Information About the Merger

The Company will be filing documents concerning the merger with the Securities and Exchange Commission (the “SEC”), including a proxy statement that will be distributed to stockholders of the Company. Investors and security holders of the Company are urged to read the proxy statement carefully when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. Investors will be able to obtain a copy of the proxy statement, as well as other filings of the Company, free of charge on the SEC’s Internet site (http://www.sec.gov). In addition, documents filed by the Company with the SEC can be obtained, without charge, by directing a request to the Company 14192 Franklin Road, Tustin, California 92780, Attention: Howard George, Chief Financial Officer, telephone: (714) 505-6483.

Information Concerning Participants

Directors, executive officers and certain key employees of the Company may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Merger. Information about the directors and executive officers of the Company and their ownership of the Company’s Common Stock is set forth in the Company’s Annual Report on Form 10-K/A, as filed with the SEC on November 29, 2004. Additional information regarding the interests of those participants may be obtained by reading the proxy statement regarding the proposed merger when it becomes available.

Forward-Looking Statements

Included in this release are certain “forward-looking” statements which are covered by the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction with Vishay Intertechnology, Inc. Such statements are subject to certain risks and uncertainties that may cause actual results to differ materially from those referred to or implied by such statements. These risks and uncertainties include, but are not limited to: the failure of the parties to satisfy the closing conditions in the merger agreement; the possibility that the Company’s stockholders will not approve the merger agreement; disruptions to the Company’s business as a result of the announcement and pendency of the merger; continued acceptance of the Company’s products in the marketplace, competitive factors, dependence upon third-party vendors, and other risks described from time to time in the Company’s filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. By making these forward- looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date hereof.

Item 9.01. Financial Statements and Exhibits


Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of December 22, 2004, by and among Vishay Intertechnology, Inc., Vishay SI Technologies, Inc., and SI Technologies, Inc.

99.1		Form of Stockholder Agreement, dated as of December 22, 2004 by and between Vishay Intertechnology, Inc. and each of Ralph Crump, Marjorie Crump, Rick Beets, Edward Alkire, Scott Crump and Lisa Crump.

99.2		Press Release issued on December 23, 2004

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: December 23, 2004	SI TECHNOLOGIES, INC.

	By:	/s/ Marvin Moist
		Marvin Moist, President

Exhibit Index


Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of December 22, 2004, by and among Vishay Intertechnology, Inc., Vishay SI Technologies, Inc., and SI Technologies, Inc.

99.1		Form of Stockholder Agreement, dated as of December 22, 2004 by and between Vishay Intertechnology, Inc. and each of Ralph Crump, Marjorie Crump, Rick Beets, Edward Alkire, Scott Crump and Lisa Crump.

99.2		Press Release issued on December 23, 2004

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