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Filed Pursuant to Rule 424(b)(3)
File No. 333-51530
ANALOG DEVICES, INC.
PROSPECTUS SUPPLEMENT NO. 1 DATED AUGUST 30, 2001
TO THE PROSPECTUS DATED JANUARY 12, 2001
The information in this prospectus supplement concerning the selling
stockholders supplements the statements set forth under the caption "Selling
Stockholders" in the prospectus. This prospectus supplement should be read in
conjunction with the prospectus, which is required to be delivered with this
prospectus supplement.
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INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 3 OF THE PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The information in the following table is presented as of August 30, 2001
and supersedes in part the information in the table appearing under the heading
"Selling Stockholders" in the prospectus:
Number of Shares of
Shares of Common Stock Beneficially Common Stock Being
Name of Selling Stockholder Owned Prior to Offering Offered (1)
- ---------------------------------------- ----------------------------------- -------------------
Number Percentage
- ---------------------------------------- --------------- ----------------- -------------------
Hari & Usha Surapaneni, Trustees of The 801,483 * 801,483
Surapaneni Revocable Trust, U/A
12/5/00 (2)
Hari & Usha Surapaneni, Trustees of The 365 * 365
Surapaneni Children's Trust, U/A
12/5/00 FBO: Sravan Kumar
Surapaneni (3)
Hari & Usha Surapaneni, Trustees of The 365 * 365
Surapaneni Children's Trust, U/A
12/5/00 FBO: Swetha Surapaneni (3)
Roshan Babu Gudapati & Krushnaveni 534,809 * 534,809
Meka, Trustees U/A 12/13/00 of The
Gudapati Family Revocable Trust (4)
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* Less than one percent.
(1) We do not know when or in what amounts a selling stockholder may offer
shares for sale. The selling stockholders may not sell any or all of
the shares offered by this prospectus. Because the selling
stockholders may offer all or some of the shares pursuant to this
offering, and because there are currently no agreements, arrangements
or understandings with respect to the sale of any of the shares, we
cannot estimate the number of the shares that will be held by the
selling stockholders after completion of the offering. However, for
purposes of this table, we have assumed that, after completion of the
offering, none of the shares covered by this prospectus will be held
by the selling stockholders.
(2) Of the total shares of common stock listed as owned by the selling
stockholder, 80,221 such shares are held in an escrow account to
secure indemnification obligations of such stockholder to us. It is
expected that these shares (less any shares that may be distributed
from the escrow account to us in satisfaction of indemnification
claims) will be released from escrow and distributed to the selling
stockholder on or before January 3, 2002. Includes 149,625 shares that
are subject to our right to require the forfeiture of such shares for
no consideration in the event that certain employment conditions are
not satisfied and 72,000 shares that are subject to our right to
require the forfeiture of such shares for no consideration in the
event that certain development milestones are not met, in each case,
pursuant to the terms of stock restriction agreements between Mr. Hari
Surapeneni and us. Includes 30,000 shares sold by the stockholder
subsequent to the
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Prospectus dated January 12, 2001. Investment and voting rights with
respect to such shares are shared by both named Trustees.
(3) Mr. Hari Surapeneni has sole investment and voting rights with respect
to such shares.
(4) Of the total shares of common stock listed as owned by the selling
stockholder, 53,481 such shares are held in an escrow account to
secure indemnification obligations of such stockholder to us. It is
expected that these shares (less any shares that may be distributed
from the escrow account to us in satisfaction of indemnification
claims) will be released from escrow and distributed to the selling
stockholder on or before January 3, 2002. Includes 99,750 shares that
are subject to our right to require the forfeiture of such shares for
no consideration in the event that certain employment conditions are
not satisfied and 48,000 shares that are subject to our right to
require the forfeiture of such shares for no consideration in the
event that certain development milestones are not met, in each case,
pursuant to the terms of stock restriction agreements between Mr.
Roshan Gudapati and us. Includes 40,000 shares sold by the stockholder
subsequent to the Prospectus dated January 12, 2001. Investment and
voting rights with respect to such shares are shared by both named
Trustees.