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): December 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 December 7, 2006, Analog Devices, Inc. (the "Company") announced that
its Board of Directors increased the Company's quarterly dividend to $0.18 per
outstanding share of common stock, commencing with the expected dividend payable
in March 2007. Quarterly dividends will continue at $0.18 per share, subject to
declaration or change by the Board. As previously announced, the Company will
pay a quarterly dividend of $0.16 per share on December 13, 2006. The Company
also announced that the Board of Directors authorized the repurchase by the
Company of an additional $1 billion of the Company's common stock. A copy of the
Company's 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 December 7, 2006
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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: December 7, 2006 ANALOG DEVICES, INC.
By: /s/ Margaret K. Seif
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Margaret K. Seif
Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated December 7, 2006
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Exhibit 99.1
Analog Devices Increases Quarterly Cash Dividend and Share Repurchase Program
Board of Directors increases quarterly cash dividend to $0.18 per
share and adds $1 billion to share repurchase program
NORWOOD, Mass.--(BUSINESS WIRE)--Dec. 7, 2006--Analog Devices, Inc. (NYSE:
ADI) today announced that the Board of Directors increased the Company's
quarterly dividend to $0.18 per outstanding share of common stock, commencing
with the expected dividend payable in March 2007. Quarterly dividends will
continue at $0.18 per share, subject to declaration or change by the Board. As
previously announced, the Company will pay a quarterly dividend of $0.16 per
share on December 13, 2006.
Also today, the Board authorized the repurchase of an additional $1 billion
of ADI common stock. This authorization brings the total amount available under
the Company's repurchase program to $3 billion, of which approximately $1.3
billion remains available for the purchase of ADI common stock. Under the
program, the Company may repurchase shares from time to time on the open market
or in privately negotiated transactions. ADI management will determine the
timing and amount of shares repurchased.
"During the past three fiscal years, ADI has paid $395 million in cash
dividends and repurchased approximately 14% of the shares outstanding for $1.7
billion," said Ray Stata, Chairman of the Board. "Today's announcements
demonstrate our continued commitment to use the Company's excellent cash flow
for the benefit of our shareholders."
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 release may be deemed to contain forward-looking statements, which are
subject to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include, among other
things, our statements regarding expected quarterly dividends and share
repurchases that are based on our current expectations, beliefs, assumptions,
estimates, forecasts, and projections about Analog Devices and the industry and
markets in which we operate. 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. The following important factors and
uncertainties, among others, could cause actual results to differ materially
from those described in these forward-looking statements: 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-K, as filed with the
Securities and Exchange Commission.
CONTACT: Analog Devices
Maria Tagliaferro, 781-461-3282
Director of Corporate Communications
investor.relations@analog.com