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 25, 2009
Analog Devices, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Massachusetts
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1-7819
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04-2348234 |
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(State or Other Juris-
diction of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| One Technology Way, Norwood, MA
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02062 |
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| (Address of Principal Executive Offices)
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(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 (see General
Instruction A.2. below):
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))
TABLE OF CONTENTS
Item 8.01. Other Events
On June 30, 2009, Analog Devices, Inc. (“Analog Devices”) issued $375 million aggregate
principal amount of 5.00% notes due July 1, 2014 (the “Notes”) in a public offering pursuant to a
registration statement on Form S-3 (File No. 333-160215) (the “Registration Statement”) and a
related prospectus and prospectus supplement, each as filed with the Securities and Exchange
Commission. The Notes were issued under an indenture dated June 30, 2009 (the “Indenture”), between
Analog Devices and The Bank of New York Mellon Trust Company, N.A., as supplemented by a
supplemental indenture dated June 30, 2009 (the “Supplemental Indenture”). The sale of the Notes
was made pursuant to the terms of an Underwriting Agreement dated June 25, 2009 (the “Underwriting
Agreement”), between Analog Devices and Credit Suisse Securities (USA) LLC, as representative of
the several underwriters named therein. Analog Devices received net proceeds from the sale of the
Notes, after deducting expenses and underwriting discounts and commissions, of approximately $370
million.
The above description is qualified in its entirety by reference to the Underwriting Agreement,
form of Indenture, Supplemental Indenture and form of 5.00% Global Note due July 1, 2014. The
Underwriting Agreement is filed as Exhibit 1.1 hereto. The form of Indenture has been previously
filed as Exhibit 4.1 to the Registration Statement. The Supplemental Indenture is filed as Exhibit
4.1 hereto and the form of 5.00% Global Note due July 1, 2014 is filed as Exhibit 4.2 hereto. The
Underwriting Agreement, form of Indenture, Supplemental Indenture and form of 5.00% Global Note due July
1, 2014 are incorporated herein by reference.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to Analog Devices, has issued an opinion to
Analog Devices dated June 25, 2009, regarding the legality of the Notes upon issuance and sale
thereof. A copy of the opinion as to legality is filed as Exhibit 5.1 hereto.
Item 9.01. Financial Statements and Exhibits
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(d) |
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Exhibits |
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See Exhibit Index attached hereto. |