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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): June 7, 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 June 7, 2006, Analog Devices, Inc. ("ADI" or the "Company") entered into
a stock purchase agreement to acquire privately-held Integrant Technologies,
Inc. ("Integrant") of Seoul, Korea. Integrant is an innovator in the field of
high-performance analog circuits designed for reconfigurable radio frequency
(RF) signal processing, and is the leading supplier of low-power radio tuners
that allow mobile communications, computer, and consumer devices to receive
digital television (TV) and digital radio broadcasts.
Under the terms of the stock purchase agreement, the Company expects to pay
approximately $127 million in cash at the closing in exchange for substantially
all of the outstanding shares of Integrant. A portion of the consideration
payable to the stockholders of Integrant will be placed into escrow to secure
potential indemnification claims under the stock purchase agreement and to
facilitate the acquisition of the remaining shares not acquired at closing. The
Company may pay up to an additional $33 million upon the achievement of certain
milestones. The boards of directors of both companies have approved the
acquisition, which is expected to close within approximately 60 days, following
the satisfaction of regulatory requirements and other customary closing
conditions. Upon closing, the Company will record a one-time charge for
purchased in-process research and development expenses. The amount of that
charge has not yet been determined.
Founded in 2000, Integrant has an established revenue base and gross
margins consistent with highly-differentiated, low-power RF technology. The
acquisition is expected to increase ADI's revenue by approximately 1% of sales
in each of the next few quarters.
Integrant is best known for the low-power Digital Multimedia Broadcast
(DMB) tuners it supplies to Korea's leading mobile phone manufacturers.
Integrant's highly innovative designs have resulted in over 100 patents and
patent applications worldwide, including extensive intellectual property related
to the direct conversion of RF signals to baseband frequencies, an area where
ADI has also amassed considerable intellectual property for analog and digital
signal processing. Following the closing of the acquisition, the Integrant
organization will operate as a product line within ADI's high-speed signal
processing organization, whose innovations in RF design focus on receivers and
transceivers for broadband wireless, satellite radio and terrestrial and cable
TV.
This filing contains forward-looking statements, which address a variety of
subjects including, for example, the expected closing of the transaction between
ADI and Integrant, the expected benefits of the transaction, and ADI's expected
product development and technical advances resulting from the transaction.
Statements that are not historical facts, including statements about our beliefs
and expectations, are forward-looking statements. Such statements are based on
our current expectations and are subject to a number of factors and
uncertainties, which could cause actual results to differ materially. The
following important factors and uncertainties, among others, could cause actual
results to differ materially from those described in these forward-looking
statements: the closing of the transaction is subject to the receipt of
regulatory approvals, the receipt of third-party consents and other closing
conditions, any failure of which to satisfy may delay or prevent the closing of
the transaction; the transaction may involve unexpected costs; the expected
benefits of the transaction may not be achieved in a timely manner, or at all;
Integrant's business may not be successfully integrated with ADI's following the
closing; disruption from the transaction may adversely affect Integrant's
relationships with its customers, suppliers or employees; and ADI may be unable
to achieve the expected product development and technical advances following the
transaction. For additional information about factors that could cause actual
results to differ materially from those described in the forward-looking
statements, please refer to ADI's filings with the Securities and Exchange
Commission, including the risk factors contained in ADI's most recent Quarterly
Report on Form 10-Q. Forward-looking statements represent management's current
expectations and are inherently uncertain. ADI does not undertake any obligation
to update forward-looking statements made by ADI.
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 June 7, 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: June 7, 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 June 7, 2006
Exhibit 99.1
Analog Devices to Acquire RF Innovator, Integrant Technologies; ADI to Continue
Expansion of Its RF Signal Processing Portfolio with Acquisition of the Leader
in Low-Power Mobile TV Tuner Technology.
NORWOOD, Mass.--(BUSINESS WIRE)--June 7, 2006--Analog Devices, Inc. (NYSE:
ADI) today announced that it has entered into a definitive agreement to acquire
privately-held Integrant Technologies, Inc. (Integrant) of Seoul, Korea. An
innovator in the field of high-performance analog circuits designed for
reconfigurable radio frequency (RF) signal processing, Integrant is the leading
supplier of low-power radio tuners that allow mobile communications, computer,
and consumer devices to receive digital television (TV) and digital radio
broadcasts.
Founded in 2000, Integrant has an established revenue base and gross
margins consistent with highly-differentiated, low-power RF technology. The
acquisition is expected to increase ADI's revenue by approximately 1% of sales
in each of the next few quarters.
The Integrant organization will team with ADI's high-speed signal
processing organization, whose innovations in RF design focus on receivers and
transceivers for broadband wireless, satellite radio and terrestrial and cable
TV. According to John Hussey, ADI vice president for High-Speed Signal
Processing, "As we've seen in applications from cellular telephony to digital
TVs, customers value RF solution providers that support multiple standards and
frequencies with compatible families of products. Integrant's technology
provides that same value to the rapidly emerging mobile TV markets, such as
T-DMB, ISDB-T and DVB-H, where receivers are being integrated into mobile
phones, personal video players, portable DVD players, notebook PCs, and
automotive entertainment systems."
Integrant is best known for the low-power Digital Multimedia Broadcast
(DMB) tuners it supplies to Korea's leading mobile phone manufacturers. Korea
leads the world in the deployment of mobile TV services. In addition, Integrant
ships tuners from the same product family to support the new ISDB-T mobile TV
standard in Japan. Integrant's highly innovative designs have resulted in over
100 patents and patent applications worldwide, including extensive intellectual
property related to the direct conversion of RF signals to baseband frequencies,
an area where ADI has also amassed considerable intellectual property for analog
and digital signal processing.
"The synergies between ADI and Integrant are powerful," said Integrant
company founder, Beom-Kyu (Brian) Ko. "Together we will have the technology and
systems expertise to provide customers with a complete signal chain for
multi-standard multimedia applications."
Under the terms of the definitive stock purchase agreement, ADI expects to
pay approximately $127 million in cash at the closing in exchange for
substantially all of the outstanding shares of Integrant. A portion of the
consideration payable to the stockholders of Integrant will be placed into
escrow to secure potential indemnification claims under the acquisition
agreement and to facilitate the acquisition of the remaining shares not acquired
at closing. ADI may pay up to an additional $33 million upon the achievement of
certain milestones. The boards of directors of both companies have approved the
acquisition, which is expected to close within approximately 60 days, following
the satisfaction of regulatory requirements and other customary closing
conditions. Upon closing, ADI will record a one-time charge for purchased
in-process research and development expenses. The amount of that charge has not
yet been determined.
About Analog Devices
Innovation, performance, and excellence are the cultural pillars on which
Analog Devices has built one of the most long-standing, high-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 around the world, representing virtually all types of
electronics equipment. Celebrating more than 40 years as a leading global
manufacturer of high-performance integrated circuits used in analog and digital
signal processing applications, Analog Devices, Inc. is headquartered in
Norwood, Massachusetts, and employs approximately 8,900 people worldwide. It has
manufacturing facilities in Massachusetts, California, North Carolina, Ireland,
and the Philippines. Analog Devices' common stock is listed on the New York
Stock Exchange and ADI is included in the S&P 500 Index.
About Integrant
Integrant Technologies, Inc. is a privately held company based in Seoul
Korea with approximately 78 employees. The company's focus has been development
of low-cost, low- power, high-performance RF technology based on
direct-conversion architectures in standard CMOS processes. With RF experience
in a number of areas, including cell phone transceivers and satellite set top
boxes, Integrant's focus over several years has been application of their RF
technology to tuners for satellite and terrestrial mobile TV applications. In
mass production for almost two years, Integrant was the first to successfully
commercialize CMOS RF tuners for these applications and is the leading worldwide
supplier of these devices.
This press release contains forward-looking statements, which address a
variety of subjects including, for example, the expected closing of the
transaction between ADI and Integrant, the expected benefits of the transaction,
and ADI's expected product development and technical advances resulting from the
transaction. Statements that are not historical facts, including statements
about our beliefs and expectations, are forward-looking statements. Such
statements are based on our current expectations and are subject to a number of
factors and uncertainties, which could cause actual results to differ
materially. The following important factors and uncertainties, among others,
could cause actual results to differ materially from those described in these
forward-looking statements: the closing of the transaction is subject to the
receipt of regulatory approvals, the receipt of third-party consents and other
closing conditions, any failure of which to satisfy may delay or prevent the
closing of the transaction; the transaction may involve unexpected costs; the
expected benefits of the transaction may not be achieved in a timely manner, or
at all; Integrant's business may not be successfully integrated with ADI's
following the closing; disruption from the transaction may adversely affect
Integrant's relationships with its customers, suppliers or employees; and ADI
may be unable to achieve the expected product development and technical advances
following the transaction. For additional information about factors that could
cause actual results to differ materially from those described in the
forward-looking statements, please refer to ADI's filings with the Securities
and Exchange Commission, including the risk factors contained in ADI's most
recent Quarterly Report on Form 10-Q. Forward-looking statements represent
management's current expectations and are inherently uncertain. We do not
undertake any obligation to update forward-looking statements made by us.
CONTACT: Financial Inquiries Contact:
Analog Devices, Inc.
Maria Tagliaferro, 781-461-3282
or 781-461-3491 (fax)
Director of Corporate Communications
or
Press Inquiries Contact:
Porter-Novelli
Andrew MacLellan, 617-897-8270 (office)
or 617-593-4985 (mobile) or 617-897-8203 (fax)