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 4, 2007
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 (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation
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:
|_| 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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Departure of Directors
On December 4, 2007, Lester C. Thurow retired from service as a Class I
Director of the Company, effective immediately.
Election of Directors
Also on December 4, 2007, Yves-Andre Istel was elected to the Board of
Directors of the Company, as a Class I Director, filling the vacancy left by Mr.
Thurow's departure. The Board has not yet determined the committees on which Mr.
Istel will serve. In connection with his service on the Company's Board of
Directors, Mr. Istel will be entitled to receive an annual cash retainer of
$60,000, paid quarterly. Mr. Istel will also be granted an initial stock option
to purchase 15,000 shares of common stock of the Company, and will be eligible
to receive annual stock option grants, as more fully described in the Company's
Current Report on Form 8-K (File No. 1-7819), dated September 20, 2006.
A press release related to foregoing is filed as Exhibit 99.1 to this
Current Report, 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 10, 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: December 10, 2007 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 December 10, 2007
Exhibit 99.1
Analog Devices Announces Changes to Board of Directors
NORWOOD, Mass.--(BUSINESS WIRE)--Dec. 10, 2007--Analog Devices,
Inc. (NYSE: ADI), a global leader in high-performance semiconductors
for signal processing applications, today announced that Yves-Andre
Istel has been elected as a Director of the Company.
Mr. Istel graduated from Princeton University and has had an
extensive career in investment banking and international business. He
is currently Senior Advisor of Rothschild Inc. He served as Vice
Chairman of Rothschild Inc. from 1993 to 2002 and prior to that served
as Chairman of Wasserstein Perella & Co. International and was
Co-Chairman of First Boston International Corporation. Currently Mr.
Istel serves on the Boards of Compagnie financiere Richemont A.G.,
Imperial Sugar Company, Tiedemann Trust Company and is a member of the
advisory board of Healthpoint Partners LLC.
"Yves adds substantial depth to the Board in terms of his
knowledge and experience in financial markets, international business
and investment banking. We look forward to his participation," said
Ray Stata, ADI Chairman.
Additionally, Lester Thurow, professor of management and economics
at MIT and Analog Devices Board member since 1988, retired from the
Board effective December 4, 2007. "For 19 years Analog Devices has
benefited enormously from Lester's broad understanding of global
economics and business trends," said Stata. "He provided valuable
counsel and advice as the company grew to a larger, more complex
global enterprise. His presence and contributions to the company will
be missed."
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
over 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.
Editor's Contact Information: Maria Tagliaferro; 781-461-3282;
email: investor.relations@analog.com
CONTACT: Analog Devices, Inc.
Maria Tagliaferro; 781-461-3282
investor.relations@analog.com