Analog Devices, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Massachusetts
|
|
1-7819
|
|
04-2348234
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
One Technology Way, Norwood, MA
|
|
02062
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants 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:
x
|
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 Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b) On September 19, 2016, Analog Devices, Inc. (the
Company
)
announced that Richard Meaney, Senior Vice President, Industrial, Healthcare and Consumer Business Group, will leave the Company effective December 31, 2016 (the
Separation Date
). Rick D. Hess, who currently leads the
Communications and Automotive business groups will assume leadership of the Industrial, Healthcare and Consumer business groups, previously run by Mr. Meaney. Mr. Meaney will remain an executive officer through October 29, 2016 and
will serve as Special Advisor to the Chief Executive Officer through his Separation Date. As of his Separation Date, Mr. Meaney will receive (i) a payment equal to two years of his base salary and bonus at target, and (ii) continued
coverage under the Companys group health plans for 12 months following the Separation Date. In consideration of Mr. Meaneys execution of a non-competition and non-solicitation agreement, as of his Separation Date, all outstanding
stock options, restricted stock units and performance restricted stock units that were scheduled to vest on or before March 31, 2017, will accelerate and vest in full. The equity awards subject to performance-based vesting criteria will vest as
if all applicable performance parameters had been met at target levels.
Item 8.01 Other Events.
On September 15, 2016, the Company voluntarily withdrew its filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR
Act) relating to the proposed acquisition of Linear Technology Corporation (Linear) in order to provide the Federal Trade Commission with additional time to review the proposed acquisition. The Company resubmitted its HSR Act
filing on September 19, 2016, commencing a new waiting period under the HSR Act. The Company and Linear continue to work cooperatively with the Federal Trade Commission staff in their review of the proposed transaction.
Important Additional Information Will Be Filed With The SEC
In connection with the proposed transaction, the Company and Linear have filed and will file relevant information with the Securities and Exchange Commission
(the SEC), including a registration statement of the Company on Form S-4 (the registration statement) that includes a prospectus of the Company and a proxy statement of Linear (the proxy
statement/prospectus). INVESTORS AND SECURITY HOLDERS OF LINEAR ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, LINEAR AND THE PROPOSED TRANSACTION. A definitive proxy statement/prospectus has been sent to Linears shareholders. The registration statement, proxy statement/prospectus and other documents filed by the Company
with the SEC may be obtained free of charge at the Companys website at www.analog.com or at the SECs website at www.sec.gov. These documents may also be obtained free of charge from the Company by requesting them by mail at Analog
Devices, Inc., One Technology Way, P.O. Box 9106, Norwood, MA 02062-9106, Attention Investor Relations, or by telephone at (781) 461-3282. The documents filed by Linear with the SEC may be obtained free of charge at Linears website at
www.linear.com or at the SECs website at www.sec.gov. These documents may also be obtained free of charge from Linear by requesting them by mail at Linear Technology Corporation, 1630 McCarthy Blvd., Milpitas, CA, 95035-7417, Attention:
Investor Relations, or by telephone at (408) 432-2407.
Participants in the Solicitation
Linear, the Company and certain of their directors, executive officers and employees may be deemed participants in the solicitation of proxies from Linear
shareholders in connection with the proposed transaction. Information regarding the persons who may be deemed to be participants in the solicitation of
Linear shareholders in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the proxy
statement/prospectus filed with the SEC on September 16, 2016. Information about the directors and executive officers of the Company and their ownership of the Company common stock is set forth in the definitive proxy statement for the
Companys 2016 annual meeting of shareholders, as previously filed with the SEC on January 28, 2016. Information about the directors and executive officers of Linear and their ownership of Linear common stock is set forth in the proxy
statement/prospectus that Linear filed with the SEC on September 16, 2016. Free copies of these documents may be obtained as described in the paragraphs above.
Non-Solicitation
This communication shall not constitute
an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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 19, 2016
|
|
|
|
ANALOG DEVICES, INC.
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Margaret K. Seif
|
|
|
|
|
|
|
Margaret K. Seif
|
|
|
|
|
|
|
Senior Vice President, Chief Legal Officer and Secretary
|
Linear (NASDAQ:LLTC)
Historical Stock Chart
From Aug 2024 to Sep 2024
Linear (NASDAQ:LLTC)
Historical Stock Chart
From Sep 2023 to Sep 2024