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, 2007 Analog Devices, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 1-7819 04-2348234 - ---------------------------- ------------------ -------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation File Number) Identification No.) One Technology Way, Norwood, MA 02062 - ---------------------------------------- ------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (781) 329-4700 - -------------------------------------------------------------------------------- (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: |_| 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, 2007, the Company announced that its Board of Directors had authorized the repurchase by the Company of an additional $1 billion of the Company's common stock. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description - ---------- ----------- 99.1 Press release dated June 7, 2007 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, 2007 ANALOG DEVICES, INC. By: /s/ Joseph E. McDonough ----------------------------------- Joseph E. McDonough Vice President, Finance and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 99.1 Press release dated June 7, 2007
EXHIBIT 99.1 Analog Devices Announces $1 Billion Increase to Share Repurchase Program NORWOOD, Mass.--(BUSINESS WIRE)--June 7, 2007--Analog Devices, Inc. (NYSE: ADI) today announced that its Board of Directors has authorized the repurchase of an additional $1 billion of ADI common stock, which brings the total funds currently available to approximately $1.4 billion. From the commencement of the Company's repurchase program in fiscal year 2004 through today, the Company has repurchased approximately $2.6 billion, or approximately 20%, of its shares outstanding. This includes approximately $196 million repurchased during the third quarter of fiscal 2007, which began May 6, 2007. The authorization announced today brings the total amount of the Company's repurchase program to $4 billion. 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. 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 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. Important factors that may affect future operating results include the effects of changes in customer demand for our products and for end products that incorporate our products, competitive pricing pressures, unavailability of raw materials or wafer fabrication, assembly and test capacity, any delay or cancellation of significant customer orders, any inability to manage inventory to meet customer demand, changes in geographic, product or customer mix, adverse changes in economic conditions in the United States and international markets, adverse results in litigation matters, and other risk factors described in our most recent Form 10-Q, as filed with the Securities and Exchange Commission. CONTACT: Analog Devices Maria Tagliaferro, 781-461-3282 Director of Corporate Communications investor.relations@analog.com