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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): July 31, 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 July 31, 2006, Analog Devices, Inc. ("ADI" or the "Company")
completed the acquisition of privately held Integrant Technologies, Inc.
Under the terms of the share purchase agreement, ADI paid 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
shareholders of Integrant was placed into escrow to secure potential
indemnification claims under the share purchase 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 satisfaction of certain conditions. The
acquisition is expected to increase ADI's revenue by approximately 1% of sales
in each of the next few quarters. ADI expects to record a one-time charge of
approximately $12 million in the fourth quarter of fiscal 2006, which ends
October 28, 2006, for purchased in-process research and development expenses.
Located in Seoul, Korea, 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. Integrant is best
known for the low-power Digital Multimedia Broadcast (DMB) mobile TV 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.
This filing contains forward-looking statements, which address a
variety of subjects including, for example, the expected benefits of the
Integrant acquisition, the expected charge related to in-process research and
development expenses resulting from the acquisition, and ADI's expected revenue,
product development, technical advances and customer support plans following 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 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 July 31, 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: July 31, 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 July 31, 2006
Exhibit 99.1
Analog Devices Completes Acquisition of Integrant Technologies
NORWOOD, Mass.--(BUSINESS WIRE)--July 31, 2006--Analog Devices,
Inc. (NYSE: ADI) announced today that it has completed the acquisition
of privately held Integrant Technologies, Inc.
The acquisition is expected to increase ADI's revenue by
approximately 1% of sales in each of the next few quarters. ADI
expects to record a one-time charge of approximately $12 million in
the fourth quarter of fiscal 2006, which ends October 28, 2006, for
purchased in-process research and development expenses.
Located in Seoul, Korea, 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. Integrant is best known for the low-power Digital
Multimedia Broadcast (DMB) mobile TV 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.
Under the terms of the share purchase agreement, ADI paid
approximately $127 million in cash at the closing, which occurred
during the fourth quarter of fiscal year 2006, in exchange for
substantially all of the outstanding shares of Integrant. A portion of
the consideration payable to the shareholders of Integrant was placed
into escrow to secure potential indemnification claims under the share
purchase agreement and to facilitate the acquisition of the remaining
shares not acquired at closing. ADI may pay up to an additional $33
million upon satisfaction of certain conditions.
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.
Forward Looking Statements
This press release contains forward-looking statements, which
address a variety of subjects including, for example, the expected
benefits of the Integrant acquisition, the expected charge related to
in-process research and development expenses resulting from the
acquisition, and ADI's expected revenue, product development,
technical advances and customer support plans following 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 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: Analog Devices, Inc.
Maria Tagliaferro, 781-461-3282
Fax: 781-461-3491
investor.relations@analog.com