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 7, 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 June 7, 2006, Analog Devices, Inc. ("ADI" or the "Company") entered into
a stock purchase agreement to acquire privately-held Integrant Technologies,
Inc. ("Integrant") of Seoul, Korea. Integrant is an innovator in the field of
high-performance analog circuits designed for reconfigurable radio frequency
(RF) signal processing, and is the leading supplier of low-power radio tuners
that allow mobile communications, computer, and consumer devices to receive
digital television (TV) and digital radio broadcasts.
Under the terms of the stock purchase agreement, the Company expects to pay
approximately $127 million in cash at the closing in exchange for substantially
all of the outstanding shares of Integrant. A portion of the consideration
payable to the stockholders of Integrant will be placed into escrow to secure
potential indemnification claims under the stock purchase agreement and to
facilitate the acquisition of the remaining shares not acquired at closing. The
Company may pay up to an additional $33 million upon the achievement of certain
milestones. The boards of directors of both companies have approved the
acquisition, which is expected to close within approximately 60 days, following
the satisfaction of regulatory requirements and other customary closing
conditions. Upon closing, the Company will record a one-time charge for
purchased in-process research and development expenses. The amount of that
charge has not yet been determined.
Founded in 2000, Integrant has an established revenue base and gross
margins consistent with highly-differentiated, low-power RF technology. The
acquisition is expected to increase ADI's revenue by approximately 1% of sales
in each of the next few quarters.
Integrant is best known for the low-power Digital Multimedia Broadcast
(DMB) tuners it supplies to Korea's leading mobile phone manufacturers.
Integrant's highly innovative designs have resulted in over 100 patents and
patent applications worldwide, including extensive intellectual property related
to the direct conversion of RF signals to baseband frequencies, an area where
ADI has also amassed considerable intellectual property for analog and digital
signal processing. Following the closing of the acquisition, the Integrant
organization will operate as a product line within ADI's high-speed signal
processing organization, whose innovations in RF design focus on receivers and
transceivers for broadband wireless, satellite radio and terrestrial and cable
TV.
This filing contains forward-looking statements, which address a variety of
subjects including, for example, the expected closing of the transaction between
ADI and Integrant, the expected benefits of the transaction, and ADI's expected
product development and technical advances resulting from the transaction.
Statements that are not historical facts, including statements about our beliefs
and expectations, are forward-looking statements. Such statements are based on
our 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 closing of the transaction is subject to the receipt of
regulatory approvals, the receipt of third-party consents and other closing
conditions, any failure of which to satisfy may delay or prevent the closing of
the transaction; the transaction may involve unexpected costs; the expected
benefits of the transaction may not be achieved in a timely manner, or at all;
Integrant's business may not be successfully integrated with ADI's following the
closing; disruption from the transaction may adversely affect Integrant's
relationships with its customers, suppliers or employees; and ADI may be unable
to achieve the expected product development and technical advances following the
transaction. For additional information about factors that could cause 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 the risk factors contained in ADI's most recent Quarterly
Report on Form 10-Q. Forward-looking statements represent management's current
expectations and are inherently uncertain. ADI does not undertake any obligation
to update forward-looking statements made by ADI.
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 June 7, 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: June 7, 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 June 7, 2006