UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 31, 2011
(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-
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(Commission
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(IRS Employer |
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File Number)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
On March 30, 2011, Analog Devices, Inc. (“Analog Devices”) entered into an Underwriting
Agreement among Analog Devices and Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as representatives of the several underwriters named therein (the
“Underwriting Agreement”) pursuant to which Analog Devices intends to issue $375 million aggregate
principal amount of 3.00% senior unsecured notes due April 15, 2016 (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 are to be issued under the indenture dated June 30, 2009 (the
“Indenture”), between Analog Devices and The Bank of New York Mellon Trust Company, N.A., as
trustee, as supplemented by a supplemental indenture to be entered into with the trustee, prior to
the closing of the transactions contemplated by the Underwriting Agreement.
The above description is qualified in its entirety by reference to the Underwriting Agreement
and Indenture. The Underwriting Agreement is filed as Exhibit 1.1 hereto. The Indenture was previously
filed as Exhibit 4.1 to Analog Devices’ Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on August 18, 2009. The Underwriting Agreement and Indenture are incorporated
herein by reference.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to Analog Devices, has issued an opinion to
Analog Devices dated March 30, 2011, 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.
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| Item 9.01. |
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Financial Statements and Exhibits |
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(d) |
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Exhibits |
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See Exhibit Index attached hereto. |