UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2006
Analog Devices, Inc.
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(Exact name of registrant as specified in its charter)
Massachusetts 1-7819 04-2348234
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
One Technology Way, Norwood, MA 02062
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 329-4700
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
On May 24, 2006, Analog Devices, Inc. (the "Company") issued a press
release announcing that it has received a document subpoena from the U.S.
Attorney for the Southern District of New York requesting records from 2000 to
the present relating to the Company's granting of stock options. The Company
plans to cooperate fully with the office of the United States Attorney in
connection with this subpoena. The Company believes that the options at issue in
this matter are the same option grants which have been the subject of
investigation by the SEC. As previously disclosed, the Company has reached a
tentative settlement with the SEC regarding the SEC's inquiry into the Company's
stock option granting practices. The Company is continuing to work with the SEC
to finalize that settlement. The Company has determined that no restatement of
its historical financial results would be necessary due to the proposed
settlement, because the effects of using revised measurement dates for the
options in question are not material to any of the Company's fiscal years, based
on the materiality guidelines contained in SAB 99.
A copy of the press release is attached hereto as Exhibit 99.1, and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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99.1 Press release dated May 24, 2006
SIGNATURE
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 hereunto duly authorized.
Date: May 24, 2006 ANALOG DEVICES, INC.
By: /s/ Margaret K. Seif
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Margaret K. Seif
Vice President, General Counsel and
Secretary
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated May 24, 2006
Exhibit 99.1
Analog Devices Receives Subpoena
NORWOOD, Mass.--(BUSINESS WIRE)--May 24, 2006--Analog Devices,
Inc. (NYSE: ADI) announced that it has received a document subpoena
from the U.S. Attorney for the Southern District of New York
requesting records from 2000 to the present relating to the Company's
granting of stock options. The Company plans to cooperate fully with
the office of the United States Attorney in connection with this
subpoena.
The Company believes that the options at issue in this matter are
the same option grants which have been the subject of investigation by
the SEC. As previously disclosed, the Company has reached a tentative
settlement with the SEC regarding the SEC's inquiry into the Company's
stock option granting practices. That settlement would conclude that,
with respect to options granted to Company employees (including
officers) and directors on November 10, 2000, the Company should have
made disclosures in its proxy filings to the effect that the Company
priced these stock options prior to releasing favorable financial
results. Further, with respect to options granted to employees
(including officers) and directors in 2001, the settlement would
conclude that the appropriate grant date for options granted on July
18, 2001 should have been July 26, 2001 (which is five trading days
after the original date). The Company is continuing to work with the
SEC to finalize that settlement. The Company has determined that no
restatement of its historical financial results would be necessary due
to the proposed settlement, because the effects of using revised
measurement dates for the options in question are not material to any
of the Company's fiscal years, based on the materiality guidelines
contained in SAB 99.
About Analog Devices
Innovation, performance, and excellence are the cultural pillars
on which Analog Devices has built one of the longest standing, highest
growth companies within the technology sector. Acknowledged
industry-wide as the world leader in data conversion and signal
conditioning technology, Analog Devices serves over 60,000 customers,
representing virtually all types of electronic equipment. Celebrating
40 years as a leading global manufacturer of high-performance
integrated circuits used in analog and digital signal processing
applications, Analog Devices is headquartered in Norwood,
Massachusetts, with design and manufacturing facilities throughout the
world. Analog Devices' common stock is listed on the New York Stock
Exchange under the ticker "ADI" and is included in the S&P 500 Index.
CONTACT: Analog Devices, Inc.
Maria Tagliaferro, 781-461-3282
Director of Corporate Communications,
781-461-3491 (fax)
investor.relations@analog.com