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): May 24, 2006
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 jurisdiction (Commission (IRS Employer
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 May 24, 2006, Analog Devices, Inc. (the "Company") issued a press
release announcing that it has received a document subpoena from the U.S.
Attorney for the Southern District of New York requesting records from 2000 to
the present relating to the Company's granting of stock options. The Company
plans to cooperate fully with the office of the United States Attorney in
connection with this subpoena. The Company believes that the options at issue in
this matter are the same option grants which have been the subject of
investigation by the SEC. As previously disclosed, the Company has reached a
tentative settlement with the SEC regarding the SEC's inquiry into the Company's
stock option granting practices. The Company is continuing to work with the SEC
to finalize that settlement. The Company has determined that no restatement of
its historical financial results would be necessary due to the proposed
settlement, because the effects of using revised measurement dates for the
options in question are not material to any of the Company's fiscal years, based
on the materiality guidelines contained in SAB 99.
A copy of the press release is attached hereto 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 dated May 24, 2006
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: May 24, 2006 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 May 24, 2006