Form8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 28, 2013

 
Analog Devices, Inc.
(Exact name of registrant as specified in its charter)
 

 
 
 
 
 
Massachusetts
 
1-7819
 
04-2348234
(State or other jurisdiction
of incorporation
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
 
 
 
One Technology Way, Norwood, MA
 
02062
(Address of principal executive offices)
 
(Zip Code)
 
 
 
 
 
 
 
 Not Applicable
 
 
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.

On March 29, 2013, the Board of Directors of Analog Devices appointed Vincent T. Roche as interim Chief Executive Officer, pursuant to the Company’s by-laws, following the death of Jerald G. Fishman on March 28, 2013.

Mr. Roche, 53, will continue to serve as the Company’s President, a position he has held since November 2012. Previously, Mr. Roche was the Company’s Vice President, Sales and Strategic Market Segments Group from 2009 to November 2012, and was the Company’s Vice President, Worldwide Sales from 2001 to 2009. There are no reportable family relationships or related person transactions involving Analog Devices and Mr. Roche.

A copy of the press release issued by the Company on March 29, 2013 is filed with this Report as Exhibit 99.1.

Item 8.01.      Other Events

On March 29, 2013, the Company issued a press release announcing the death of its Chief Executive Officer, Jerald G. Fishman on March 28, 2013. A copy of the press release is filed with this Report as Exhibit 99.1.

Item 9.01.      Financial Statements and Exhibits

(d)
Exhibits
 
 
 
Exhibit No.
 
Description
 
 
 
99.1
 
Press Release, dated March 29, 2013
 
 
 
 
 
 


 



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: March 29, 2013
ANALOG DEVICES, INC.
 
By:
/s/ David A. Zinsner
 
 
David A. Zinsner
 
 
Vice President, Finance and Chief Financial Officer








EXHIBIT INDEX

 
 
 
Exhibit No.
 
Description
 
 
 
99.1
 
Press Release, dated March 29, 2013
 
 
 



EX 99.1

EXHIBIT 99.1

ANALOG DEVICES GRIEVES SUDDEN PASSING OF JERRY FISHMAN, CHIEF EXECUTIVE OFFICER

NORWOOD, Mass. – Analog Devices Inc. (NASDAQ: ADI), with great sadness, announced today that Jerald G. Fishman passed away suddenly from an apparent heart attack yesterday evening. Mr. Fishman was 67 years old.
“This is a terrible loss for me personally and for all of us here at ADI,” said Ray Stata, Chairman of the Board. “Jerry dedicated his entire career to building ADI into a great company—one of which we all are enormously proud. Jerry’s commitment to ADI occupied a central part of his life and his passion for success was infectious. Jerry not only developed enormous respect both inside and outside the company as one of our industry’s greatest leaders, but also for those like me who knew him well, he engendered a sense of affection and loyalty through his candor, openness, and integrity and through his unique sense of humor. While Jerry was extraordinarily passionate about his work and ADI, his greatest pride was his family and our thoughts are with them at this time. We shall miss Jerry deeply.”
Jerry was born in 1945 and grew up in Flushing, NY. He graduated from the City College of New York with a BSEE degree. He went on to earn an MSEE degree from Northeastern University, an MBA from Boston University, and Juris Doctor degree from Suffolk Law School.
Jerry joined Analog Devices in 1971 in product marketing. His responsibilities and his contributions expanded quickly as he rose through the ranks of the company, and in 1991 he was named President and Chief Operating Officer. In 1996, he was named President and Chief Executive Officer. Jerry’s contributions to ADI and the industry were recognized throughout his career.
In accordance with the Company’s bylaws, ADI’s President Vincent Roche has been appointed Chief Executive Officer on an interim basis by ADI’s Board of Directors.
“Vince, together with the leadership team Jerry put in place, know the company well and know what they have to do to continue the company’s success,” said Mr. Stata.