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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 31, 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 December 31, 2007, Analog Devices, Inc. ("Analog") completed the
sale of its CPU voltage regulation and PC thermal monitoring product line,
pursuant to the terms of the Purchase and Sale Agreement entered into by Analog
with certain subsidiaries of ON Semiconductor Corporation ("ON"). Analog
previously announced the transaction in November 2007. The parties also entered
into a one-year manufacturing supply arrangement. ON paid total consideration to
Analog of approximately $184 million in cash.
A copy of the press release issued by Analog on January 2, 2008
concerning the completion of 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 January 2, 2008
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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: January 2, 2008
By: /s/ Margaret K. Seif
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Margaret K. Seif
Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of the Registrant, dated January 2, 2008.
Exhibit 99.1
Analog Devices Completes Sale of CPU Voltage and PC Thermal Monitoring
Business to ON Semiconductor
NORWOOD, Mass.--(BUSINESS WIRE)--Jan. 2, 2008--Analog Devices,
Inc. (NYSE: ADI) today announced that it has completed the sale of its
CPU voltage regulation and PC thermal monitoring business to ON
Semiconductor Corporation (NASDAQ: ONNN), which was previously
announced in November 2007. The total cash consideration of
approximately $184 million paid to ADI includes the purchase price for
the acquired assets and intellectual property related to the product
lines as well as amounts paid under a one-year manufacturing supply
agreement with ON Semiconductor. ADI will record a one-time gain in
the first quarter of fiscal year 2008 related to this transaction. In
addition, beginning in the first quarter of fiscal year 2008 ADI will
account for the divested operations, including the operating results
related to the one-year manufacturing supply agreement, as
discontinued operations.
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.
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
benefits of the transaction to ADI, the expected accounting treatment
of the transaction, 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 expected benefits of the transaction may not be achieved in a
timely manner, or at all; ADI may not achieve its future power
management strategy in a timely manner, 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 Annual Report on Form 10-K. 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