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): November 14, 2005
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 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 November 14, 2005, Analog Devices, Inc. and Jerald G. Fishman ("Executive")
entered into an Employment Agreement ("Employment Agreement"). Under the
Employment Agreement, the Company has agreed to continue to employ the
Executive, and the Executive has agreed to continue to serve, as President and
Chief Executive Officer of the Company for a term of 5 years. The Employment
Agreement provides for base salary at the Executive's current base salary rate,
subject to future increase by the Compensation Committee, and provides for the
payment of annual bonuses and annual equity incentive awards as determined by
the Compensation Committee. The Employment Agreement also provides for the
establishment of a long-term equity and/or cash retention arrangement for
Executive upon such terms that may be agreed upon by the Executive and the
Compensation Committee. The Employment Agreement provides for severance benefits
if the Executive is terminated without Cause or terminates for Good Reason (as
defined in the Employment Agreement). Mr. Fishman also currently serves on the
Board of Directors of the Company.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 Employment Agreement dated November 14, 2005 between Jerald G. Fishman and
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: November 15, 2005 ANALOG DEVICES, INC.
By: /s/ Joseph E. McDonough
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Joseph E. McDonough
Vice President-Finance and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description
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10.1 Employment Agreement dated November 14, 2005 between Jerald
G. Fishman and Analog Devices, Inc.