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): September 13, 2005
Analog Devices, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 1-7819 04-2348234
--------------------------------------------------------------------------------
(State or other juris- (Commission (IRS Employer
diction of incorporation File Number) Identification No.)
One Technology Way, Norwood, MA 02062
--------------------------------------------------------------------------------
(Address of principal executive offices) (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):
[ ] 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 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Effective September 13, 2005, John C. Hodgson was elected to the Board of
Directors of Analog Devices, Inc. ("the Company"). Mr. Hodgson will also serve
on the Nominating and Corporate Governance Committee of the Company's Board. In
connection with his election to the Board and in accordance with the Company's
director compensation policy, Mr. Hodgson was granted on September 13, 2005 an
option to purchase 18,000 shares of the Company's common stock at an exercise
price of $38.35 per share under the Company's 1998 Stock Option Plan, as
amended. In connection with his service on the Company's Board, Mr. Hodgson will
also be entitled to receive an annual cash retainer pursuant to the Company's
director compensation policy. On September 14, 2005, the Company issued a press
release announcing the election of Mr. Hodgson to the Company's Board of
Directors. The full text of the press release issued in connection with this
announcement is attached as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release dated September 14, 2005 issued by Analog Devices, Inc.
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: September 16, 2005 ANALOG DEVICES, INC.
By: /s/ Joseph E. McDonough
-----------------------
Joseph E. McDonough
Vice President-Finance and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press release dated September 14, 2005 issued by
Analog Devices, Inc.