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 19, 2011
Analog Devices, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Massachusetts
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1-7819
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04-2348234 |
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(State or Other Juris-
diction of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| One Technology Way, Norwood, Massachusetts
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02062 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (781) 329-4700
Not applicable.
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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| Item 5.04 |
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Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans. |
On December 16, 2011, Analog Devices, Inc. (the “Company”) received a notice required by Section
101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, regarding a
blackout period, described below, under The Analog Devices, Inc. Investment Partnership Plan (the
“Plan”), as a result of the conversion of the Analog Devices Stock Fund (the “Stock Fund”) from a
unitized stock fund to a real-time traded fund. Due to this change, Plan participants will be
temporarily unable to request exchanges or obtain loans or distributions involving Plan assets
invested in the common stock of the Company through the Stock Fund during a temporary blackout
period that is scheduled to begin at 4:00 p.m., Eastern Standard Time, on Monday, January 23, 2012,
and is expected to end on or about Thursday, January 26, 2012 (the “Plan Blackout Period”).
On December 19, 2011 the Company sent a blackout trading restriction notice (the “BTR Notice”) to
its executive officers and directors informing them that, pursuant to Section 306(a) of the
Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, they would be prohibited during
the Plan Blackout Period from purchasing or selling shares of the Company’s common stock (including
derivative securities pertaining to such shares) acquired in connection with their service or
employment as a director or an executive officer.
A copy of the BTR Notice is attached hereto as Exhibit 99.1 and is incorporated herein by
reference. Any inquiries regarding the Plan Blackout Period may be directed to Fidelity
Investments at 1-888-ADI-7300.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
See the Exhibit Index attached to this Current Report on Form 8-K, which is incorporated herein by
reference.