Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
October 20 2016 - 8:12AM
Edgar (US Regulatory)
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):
October
20, 2016
|
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)
|
Registrant’s telephone number, including area code: (781) 329-4700
|
N/A
|
(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:
⊠
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))
On October 20, 2016, Analog Devices, Inc. (the “Company”) and Linear
Technology Corporation (“Linear”) issued a joint press release
announcing antitrust clearances in the United States and Germany
relating to the proposed combination of the Company and Linear. 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
|
Exhibit No.
|
|
Description
|
|
|
99.1
|
|
Press release, dated October 20, 2016
|
Important Additional Information Will Be Filed With The SEC
In connection with the proposed transaction, Analog Devices, Inc. (the
“Company”) and Linear Technology Corporation (“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 Linear’s 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 Company’s website at
www.analog.com or at the SEC’s 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 Linear’s website at www.linear.com or at the
SEC’s 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.
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: October 20, 2016
|
ANALOG DEVICES, INC.
|
|
|
|
|
|
|
By:
|
/s/ David A. Zinsner
|
|
|
|
David A. Zinsner
|
|
|
|
Senior Vice President, Finance and
Chief Financial Officer
|
|
EXHIBIT INDEX
Exhibit No.
|
|
Description
|
|
|
|
99.1
|
|
Press release, dated October 20, 2016
|
-4-
Analog Devices (NASDAQ:ADI)
Historical Stock Chart
From Mar 2024 to Apr 2024
Analog Devices (NASDAQ:ADI)
Historical Stock Chart
From Apr 2023 to Apr 2024