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 9, 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 1.01. Entry Into a Material Definitive Agreement
On September 9, 2007, Analog Devices, Inc. ("Analog") entered into a
Purchase and Sale Agreement with MediaTek Inc. ("MediaTek") pursuant to which
Analog agreed to sell or license to MediaTek the assets related to its
Othello(R) radio and SoftFone(R) baseband chipset product lines, as well as
certain cellular handset baseband support operations (the "Business"), for
approximately $350 million in cash. The Purchase and Sale Agreement contains
customary representations and warranties, covenants, conditions and post-closing
indemnities. Following the closing of the transaction, Analog shall be subject
to certain non-competition covenants related to the activities of the Business
for a four-year period.
The transaction will also include the license by Analog to MediaTek of
certain technology and intellectual property rights related to the Business,
subject to certain field of use restrictions related to the activities of the
Business. In addition, Analog will receive a license back of the technology and
intellectual property to be sold to MediaTek, subject to certain restrictions on
use related to the activities of the Business for a seven-year period.
Analog has also agreed to provide MediaTek with various transition services
following the closing of the transaction.
The closing of the transaction is subject to the satisfaction of regulatory
requirements, the receipt of necessary consents, the execution by MediaTek of
certain license agreements and other closing conditions. Tax assessments and
additional closing costs will reduce the net amount of proceeds received by
Analog from the transaction.
A copy of the press release issued by Analog on September 10, 2007
concerning 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 September 10, 2007
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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: September 13, 2007
By: /s/ Margaret K. Seif
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Margaret K. Seif
Vice President and General Counsel
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of the Registrant, dated September 10, 2007.