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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): October 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 7.01. Regulation FD Disclosure
On October 24, 2006, Analog Devices, Inc. (the "Registrant") issued a
press release announcing a revised revenue outlook for its fiscal fourth quarter
ending October 28, 2006. The full text of the press release issued by the
Registrant concerning the foregoing is furnished herewith as Exhibit 99.1.
The information contained herein and in the accompanying exhibit shall
not be incorporated by reference into any filing of the Registrant, whether made
before or after the date hereof, regardless of any general incorporation
language in such filing, unless expressly incorporated by specific reference to
such filing. The information in this report, including the exhibit hereto, shall
not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as
amended.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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99.1 Press release dated October 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: October 24, 2006 ANALOG DEVICES, INC.
By: /s/ Joseph E. McDonough
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Joseph E. McDonough
Vice President, Finance and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated October 24, 2006
Exhibit 99.1
Analog Devices Revises Revenue Outlook for Fourth Quarter of Fiscal Year 2006
NORWOOD, Mass.--(BUSINESS WIRE)--Oct. 24, 2006--Analog Devices,
Inc. (NYSE: ADI) announced today that it estimates revenue for the
fourth quarter of fiscal year 2006, ending October 28, 2006, will be
approximately $640 to $645 million, which is approximately 3% below
the third quarter of fiscal 2006 revenue of $663.7 million. The
Company's previous outlook for fourth quarter revenue was announced on
August 10, 2006, and at that time, ADI estimated fourth quarter
revenue would be approximately flat compared to the third quarter of
fiscal 2006.
The sequential decline in revenue for the fourth quarter, as
compared to the third quarter of fiscal 2006, is primarily due to a
decline in revenue from cellular handset customers. ADI believes that
during the fourth quarter these customers depleted inventory they had
accumulated during the immediately prior quarter. ADI expects revenue
from customers in all other end markets in the aggregate will be up
slightly in the fourth quarter as compared to the third quarter of
fiscal 2006, as a result of growth in sales to the broad base of
high-performance analog and general-purpose digital signal processing
(DSP) customers.
ADI's fourth quarter financial release and conference call are
scheduled for Tuesday, November 14, 2006, at which time management
will discuss results in more detail and provide the outlook for the
first quarter of fiscal 2007.
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.
Safe harbor statement under the Private Securities Litigation
Reform Act of 1995: This press release contains forward-looking
statements, including our statements regarding expected revenue and
other financial results, that are based on our current expectations,
beliefs, assumptions, estimates, forecasts, and projections about the
industry and markets in which Analog Devices operates. The statements
contained in this release are not guarantees of future performance,
are inherently uncertain, and involve certain risks, uncertainties,
and assumptions that are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed in
such forward-looking statements, and such statements should not be
relied upon as representing Analog Devices' expectations or beliefs as
of any date subsequent to the date of this press release. We do not
undertake any obligation to update forward-looking statements made by
us. Important factors that may affect future operating results include
the effects of adverse changes in overall economic conditions,
currency exchange rate fluctuations, the timing and duration of market
upturns and downturns, the growth or contraction of the markets we
serve, demand for semiconductors generally and for our products in
particular, the risk that our backlog could decline significantly,
adverse results in various litigation matters, our ability to hire
engineers, salespeople and other qualified employees needed to meet
the expected demands of our customers, reversals or slowdowns in the
markets or customers served by our products, the adverse effects of
building inventories to meet planned growth that fails to materialize,
the occurrence and frequency of inventory and lead-time reduction
cycles, raw material availability, availability of both internal and
external manufacturing capacity, technological and product development
risks, competitors' actions and technological innovations, and other
risk factors described in our most recent Form 10-Q for the fiscal
quarter ended July 29, 2006, as filed with the Securities and Exchange
Commission.
CONTACT: Analog Devices, Inc.
Maria Tagliaferro, 781-461-3282
Director of Corporate Communications
Fax: 781-461-3491
investor.relations@analog.com