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): November 8, 2007
Analog Devices, Inc.
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(Exact Name of Registrant as Specified in Charter)
Massachusetts 1-7819 04-2348234
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(State or Other Juris- (Commission (IRS Employer
diction 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 November 8, 2007, Analog Devices, Inc. ("Analog") entered into a
Purchase and Sale Agreement with certain subsidiaries of ON Semiconductor
Corporation ("ON") pursuant to which Analog agreed to sell or license to ON the
assets and intellectual property related to Analog's CPU voltage regulation and
PC thermal monitoring product line. The product line to be sold consists of core
voltage regulator products for the central processing unit (CPU) in computing
and gaming applications and temperature sensors and fan-speed controllers for
managing the temperature of the CPU. The parties will also enter into a one-year
manufacturing supply arrangement. ON will pay total consideration to Analog of
approximately $185 million in cash.
The Purchase and Sale Agreement contains customary representations and
warranties, covenants, conditions and post-closing indemnities. Following the
closing of the transaction, Analog shall be subject to certain non-competition
covenants related to the activities of the product line being sold for a
three-year period. Analog has also agreed to provide ON with various transition
services following the closing of the transaction.
The closing of the transaction is subject to the satisfaction of
regulatory requirements and other customary closing conditions.
A copy of the press release issued by Analog on November 8, 2007
concerning the foregoing transaction is filed herewith 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 of the Registrant, dated November 8, 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.
ANALOG DEVICES, INC.
Date: November 9, 2007
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 of the Registrant, dated November 8, 2007.
Exhibit 99.1
Analog Devices to Sell CPU Voltage and PC Thermal Monitoring
Product Line to ON Semiconductor
NORWOOD, Mass.--(BUSINESS WIRE)--Nov. 8, 2007--Analog Devices,
Inc. (NYSE: ADI) today announced that it has signed a definitive
agreement to sell its CPU voltage regulation and PC thermal monitoring
product line to ON Semiconductor Corporation (NASDAQ: ONNN). The
product line to be sold consists of core voltage regulator products
for the central processing unit (CPU) in computing and gaming
applications and temperature sensors and fan-speed controllers for
managing the temperature of the CPU.
The divestiture is consistent with ADI's ongoing transition of its
power management portfolio to high-performance products that
complement the company's market-leading portfolio of signal-processing
solutions for industrial, medical and scientific instrumentation, as
well as communications infrastructure and consumer electronics.
"This agreement allows us to further focus our power management
team on areas such as portable medical devices, wireless
infrastructure equipment, and digital TVs, where ADI has outstanding
systems expertise and an unparalleled reputation for delivering high
performance signal processing solutions," said Peter Henry, ADI's vice
president for Power Management Products.
"Power considerations play an important role with customers as
they look for ways to improve the sound, picture, and connectivity
features, as well as the battery life of their products. With a
complementary portfolio of power management products, ADI can help
customers innovate and achieve new levels of differentiation from
their signal processing subsystems," Mr. Henry continued.
Pursuant to the agreement, Analog Devices will sell to ON certain
assets and intellectual property related to the product line and will
enter into a one-year manufacturing supply arrangement for a total
consideration of approximately $185 million in cash. The product line
represented approximately $80 million in revenue for ADI during fiscal
year 2007, which ended November 3, 2007.
ADI management plans to discuss the transaction in more detail
during its fiscal 2007 fourth quarter earnings conference call
scheduled for Tuesday, November 27, at 4:30 p.m. ET.
The boards of directors of both companies have approved the
transaction, which is expected to close during ADI's first quarter of
fiscal 2008, following the satisfaction of regulatory requirements and
other customary closing conditions.
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 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. For more information, please visit
ADI's website at www.analog.com.
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 ON, the expected benefits
of the transaction to ADI, ON, and customers, and ADI's future power
management strategy. Statements that are not historical facts,
including statements about beliefs and expectations, are
forward-looking statements. Such statements are based on 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, and other material closing
conditions, any failure of which to satisfy may delay or prevent the
closing of the transaction; the transaction may involve unexpected
costs, thereby reducing the net proceeds to ADI; the expected benefits
of the transaction may not be achieved in a timely manner, or at all;
and disruption from the transaction may adversely affect relationships
with customers, suppliers, or employees. For detailed information
about factors that could cause ADI's 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 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
Director of Corporate Communications
maria.tagliaferro@analog.com