1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 29, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from to
-------------- ---------------
Commission File No. 1-7819
Analog Devices, Inc.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2348234
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Technology Way, Norwood, MA 02062-9106
(Address of principal executive offices) (Zip Code)
(617) 329-4700
(Registrant's telephone number, including area code)
----------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
The number of shares outstanding of each of the issuer's classes of Common
Stock as of May 31, 1995 was 75,678,923 shares of Common Stock.
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(thousands except per share amounts)
Three Months Ended
------------------
April 29, 1995 April 30, 1994
-------------- --------------
Net sales $230,046 $192,027
Cost of sales 113,652 98,508
-------- --------
Gross margin 116,394 93,519
Operating expenses:
Research and development 33,266 26,360
Selling, marketing, general and
administrative 45,592 42,204
-------- --------
78,858 68,564
-------- --------
Operating income 37,536 24,955
Nonoperating expenses (income):
Interest expense 1,022 1,829
Interest income (1,991) (931)
Other 732 828
-------- --------
(237) 1,726
-------- --------
Income before income taxes 37,773 23,229
Provision for income taxes 9,066 5,345
-------- --------
Net income $ 28,707 $ 17,884
======== ========
Shares used to compute earnings per share 78,912 77,071
======== ========
Earnings per share of common stock $0.36 $0.23
======== ========
See accompanying notes.
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ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(thousands except per share amounts)
Six Months Ended
----------------
April 29, 1995 April 30, 1994
-------------- --------------
Net sales $438,051 $373,115
Cost of sales 216,797 193,101
-------- --------
Gross margin 221,254 180,014
Operating expenses:
Research and development 63,516 50,616
Selling, marketing, general and
administrative 89,263 83,201
-------- --------
152,779 133,817
-------- --------
Operating income 68,475 46,197
Nonoperating expenses (income):
Interest expense 2,304 3,659
Interest income (4,182) (1,524)
Other 1,464 1,393
-------- --------
(414) 3,528
-------- --------
Income before income taxes 68,889 42,669
Provision for income taxes 16,534 9,525
-------- --------
Net income $ 52,355 $ 33,144
======== ========
Shares used to compute earnings per share 78,671 76,762
======== ========
Earnings per share of common stock $0.66 $0.43
======== ========
See accompanying notes.
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ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(thousands except share amounts)
Assets April 29, 1995 October 29, 1994 April 30, 1994
-------------- ---------------- --------------
Cash and cash equivalents $ 66,320 $109,113 $131,317
Short-term investments 66,594 72,652 --
Accounts receivable, net 178,271 162,337 162,066
Inventories:
Finished goods 42,203 45,678 50,087
Work in process 72,149 69,771 73,638
Raw materials 20,262 15,277 14,276
-------- -------- --------
134,614 130,726 138,001
Prepaid income taxes 24,000 25,587 23,106
Prepaid expenses 5,910 5,042 5,612
-------- -------- --------
Total current assets 475,709 505,457 460,102
-------- -------- --------
Property, plant and equipment,
at cost:
Land and buildings 127,206 111,857 84,173
Machinery and equipment 553,028 477,339 461,365
Office equipment 35,870 36,613 40,892
Leasehold improvements 40,032 33,070 31,094
-------- -------- --------
756,136 658,879 617,524
Less accumulated depreciation
and amortization 399,351 377,064 370,882
-------- -------- --------
Net property, plant and
equipment 356,785 281,815 246,642
-------- -------- --------
Intangible assets, net 18,246 19,262 20,283
Deferred charges and other
assets 25,340 9,337 6,006
-------- -------- --------
Total other assets 43,586 28,599 26,289
-------- -------- --------
$876,080 $815,871 $733,033
======== ======== ========
See accompanying notes.
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ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(thousands except share amounts)
Liabilities and
Stockholders' Equity April 29, 1995 October 29, 1994 April 30, 1994
-------------- ---------------- --------------
Short-term borrowings and current
portion of long-term debt $ 3,081 $ 22,917 $ 23,108
Obligations under capital leases 133 236 348
Accounts payable 68,458 74,506 49,105
Deferred income on shipments to
domestic distributors 21,075 18,881 19,769
Income taxes payable 31,133 29,425 17,346
Accrued liabilities 82,934 60,221 60,683
-------- -------- --------
Total current liabilities 206,814 206,186 170,359
-------- -------- --------
Long-term debt 80,000 80,000 80,000
Noncurrent obligations under
capital leases -- 61 119
Deferred income taxes 4,000 3,225 8,201
Other noncurrent liabilities 5,583 4,484 5,342
-------- -------- --------
Total noncurrent liabilities 89,583 87,770 93,662
-------- -------- --------
Commitments and Contingencies
Stockholders' equity:
Preferred stock, $1.00 par value,
500,000 shares authorized,
none outstanding -- -- --
Common stock, $.16 2/3 par value,
300,000,000 shares authorized,
75,627,515 shares issued
(75,252,112 in October 1994,
51,175,331 in April 1994) 12,605 12,542 8,529
Capital in excess of par value 146,756 141,159 146,099
Retained earnings 414,549 362,194 320,842
Cumulative translation adjustment 6,123 6,020 5,781
-------- -------- --------
580,033 521,915 481,251
-------- -------- --------
Less 14,221 shares in treasury,
at cost (none in October 1994
and 1,577,703 in April 1994) 350 -- 12,239
-------- -------- --------
Total stockholders' equity 579,683 521,915 469,012
-------- -------- --------
$876,080 $815,871 $733,033
======== ======== ========
See accompanying notes.
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ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(thousands)
Six Months Ended
----------------
April 29, 1995 April 30, 1994
-------------- --------------
OPERATIONS
Cash flows from operations:
Net income $ 52,355 $ 33,144
Adjustments to reconcile net income
to net cash provided by operations:
Depreciation and amortization 30,741 30,550
Deferred income taxes 658 (385)
Other noncash expenses 52 1,257
Changes in operating assets and liabilities 4,866 10,763
-------- --------
Total adjustments 36,317 42,185
-------- --------
Net cash provided by operations 88,672 75,329
-------- --------
INVESTMENTS
Cash flows from investments:
Additions to property, plant and
equipment, net (102,480) (26,723)
Maturities of short-term investments 76,588 --
Purchase of short-term investments (70,530) --
Increase in other assets (15,473) (265)
-------- --------
Net cash used for investments (111,895) (26,988)
-------- --------
FINANCING ACTIVITIES
Cash flows from financing activities:
Payments on fixed rate borrowings (20,000) --
Proceeds from employee stock plans 1,457 1,900
Payments on capital lease obligations (164) (165)
Net increase (decrease) in variable
rate borrowings (10) 906
-------- --------
Net cash provided by (used for)
financing activities (18,717) 2,641
-------- --------
Effect of exchange rate changes on cash (853) (333)
-------- --------
Net increase (decrease) in cash
and cash equivalents (42,793) 50,649
Cash and cash equivalents at beginning
of period 109,113 80,668
-------- --------
Cash and cash equivalents at end of period $ 66,320 $131,317
======== ========
SUPPLEMENTAL INFORMATION
Cash paid during the period for:
Income taxes $ 11,608 $ 5,704
======== ========
Interest $ 2,611 $ 3,573
======== ========
See accompanying notes.
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Analog Devices, Inc.
Notes to Condensed Consolidated Financial Statements
April 29, 1995
Note 1 - In the opinion of management, the information furnished in the
accompanying financial statements reflects all adjustments, consisting only of
normal recurring adjustments, which are necessary to a fair statement of the
results for this interim period and should be read in conjunction with the most
recent Annual Report to Stockholders.
Note 2 - Certain amounts reported in the previous year have been reclassified to
conform to the 1995 presentation.
Note 3 - Commitments and Contingencies
As previously reported in the Company's Annual Report on Form 10-K for the
fiscal year ended October 29, 1994 and as set forth in Item 1, "Legal
Proceedings" in this Form 10-Q for the fiscal quarter ended April 29, 1995, the
Company is engaged in an enforcement proceeding brought by the International
Trade Commission related to patent infringement litigation with Texas
Instruments, Inc., and antitrust litigation with Maxim Integrated Products, Inc.
Although the Company believes it should prevail in these matters, the Company is
unable to determine their ultimate outcome or estimate the ultimate amount of
liability, if any, at this time. An adverse resolution of these matters could
have a material adverse effect on the Company's consolidated financial position
or on its consolidated results of operations or cash flows in the period in
which the matters are resolved.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Second Quarter of Fiscal 1995 Compared to the Second Quarter of Fiscal 1994
Net sales of $230.0 million for the second quarter of fiscal 1995 grew $38.0
million or 20% from net sales of $192.0 million for the second quarter of
fiscal 1994. Second quarter sales growth was principally attributable to
significant increases in sales volumes of both standard linear IC and
system-level IC products as the Company benefited from strong worldwide demand
in the semiconductor industry. Demand for the Company's standard linear IC and
system-level IC products was broad based across all served application markets
and geographies with the highest growth in the communications, computer and
industrial markets. The distributor channel continued to have a very positive
effect on sales growth, particularly for standard linear IC products, as
worldwide sales through distribution increased approximately 58% from the same
period last year to comprise approximately 43% of total sales in the second
quarter of fiscal 1995. Geographically, the largest year-over-year sales gains
were registered in Europe, Japan and North American distribution, with a weaker
average dollar exchange rate contributing to a portion of the international
sales increase.
Assuming continued increases in demand, further increases in sales will be
constrained in the near term by the Company's manufacturing capacity. See
"Liquidity and Capital Resources" below for a discussion of the Company's
efforts to address its capacity issues.
Gross margin increased to 50.6% of sales from 48.7% in the second quarter of
fiscal 1994. This increase resulted principally from an increased mix of
higher-margined standard linear IC products and improvement in system level IC
gross margins as this product area continues to grow and reach higher volume
efficiencies. Gross margin on all IC products, which include both standard
linear and system-level ICs, was approximately 52% of sales compared to 50% for
the year ago quarter.
R&D expenses for the second quarter of fiscal 1995 increased 26.2% over the
same quarter last year to 14.5% of sales as the Company continued to fund the
most promising initiatives in new product and process development. Selling,
marketing, general and administrative expense (SMG&A) growth was held to 8%
compared to the second quarter of fiscal 1994 despite a weaker dollar, as the
Company continued to constrain spending growth to a rate significantly below
sales growth. As a result, the SMG&A-to-sales ratio decreased to 19.8% from
22.0% in the second quarter of fiscal 1994.
Operating profit rose 50% to 16.3% of sales compared to 13.0% of sales in
fiscal 1994's second quarter reflecting the combination of accelerated demand
for the Company's products, improved gross margin and continuing commitment to
growing expenses more slowly than sales.
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Nonoperating expenses decreased $2.0 million in total, aided in large part by a
decrease in interest expense and an increase in interest income. The decrease
in interest expense related primarily to the maturity of a $20 million term
loan in the first quarter of fiscal 1995 while the increased interest income
reflected a higher average level of cash, cash equivalents and short-term
investments together with an increase in investment rates.
The effective income tax rate increased slightly from 23.0% for the year ago
quarter to 24.0% for the second quarter of fiscal 1995 due to a shift in the
mix of worldwide income.
The growth in sales and improved operating performance yielded a 61% increase
in net income which rose from $17.9 million or $0.23 per share for the
year-earlier period to $28.7 million or $0.36 per share for the second quarter
of fiscal 1995.
Second Quarter of Fiscal 1995 Compared to the First Quarter of Fiscal 1995
Net sales rose from $208.0 million for the first quarter of fiscal 1995 to
$230.0 million for the second quarter of fiscal 1995, an increase of $22.0
million or 11% as the strong order rate experienced during the first quarter
continued into the second quarter. The sales increase resulted largely from
increased sales volumes of IC products, including both standard linear and
system-level ICs. Sales volumes of assembled products also increased from the
prior quarter. Increased penetration of the distributor channel coupled with
well accepted new product offerings contributed significantly to overall sales
growth for the quarter. Worldwide sales through distribution increased
approximately 27% from the prior quarter with distribution now the fastest
growing channel for the Company's standard linear IC products. Sales were
strong throughout all geographic regions with North American and international
sales both increasing by 11% from the first quarter. A weaker average dollar
exchange rate compared to the previous quarter accounted for some of the
international sales improvement.
Gross margin improved slightly from 50.4% in the first quarter to 50.6% in the
second quarter. R&D expenses for the second quarter rose $3.0 million from the
first quarter but as a percentage of sales remained at 14.5%. SMG&A expenses
declined as a percentage of sales to 19.8% from 21.0% for the first quarter of
fiscal 1995. Higher sales, improved gross margin and further reduction in total
operating expenses as a percentage of sales generated a sequential gain in
operating income of 21% with operating income reaching 16.3% of sales compared
to 14.9% in the preceding quarter.
After nonoperating income of $237,000 and an effective income tax rate of 24%,
both essentially unchanged from the prior quarter, the Company recorded a 21%
increase in net income to $28.7 million or $0.36 per share compared to $23.6
million or $0.30 per share for last quarter.
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First Six Months of Fiscal 1995 Compared to the First Six Months of Fiscal 1994
Net sales of $438.1 million increased $64.9 million or approximately 17% from
the same period of fiscal 1994. Overall market demand for integrated circuit
products accelerated during the first half of fiscal 1995 with the Company
benefiting from this demand both in its standard linear IC and system-level IC
product areas. The sales increase was mostly volume-based and was widespread
across all product lines, markets and geographies. Total IC sales, representing
both standard linear and system-level ICs constituted more than 90% of total
sales for the first six months of fiscal 1995, continuing the long-term trend
of IC sales becoming a larger portion of the Company's revenues.
The highest growth for both the Company's standard linear IC and system-level
IC products was in applications targeted for the communications and computer
sectors. Sales growth for the Company's core standard linear products was also
very strong in the first half of fiscal 1995 in the Company's traditional
industrial and instrumentation markets for such products as high-performance op
amps and converters and pin electronics for automatic test equipment.
Sales to North American and international customers increased 13% and 21%,
respectively, over the same period last year with the translation of local
currency sales to a weaker average U.S. dollar accounting for some of this
improvement. The distributor channel was a major contributor to sales growth in
North America as well as in Europe and Japan, especially for standard linear
products, as worldwide sales through distribution increased 46% compared to the
year ago period. For the first six months of fiscal 1995, approximately 40% of
the Company's sales were derived from sales through distributors.
Gross margin increased more than two points from 48.2% for the first half of
fiscal 1994 to 50.5% of sales for the first half of fiscal 1995. This increase
resulted primarily from significantly stronger sales of higher-margin standard
linear IC products and improvement in gross margin of system-level IC products
as variable manufacturing costs decreased and fixed costs were spread over a
larger production base.
R&D expenses increased $12.9 million or 25.5% over the prior year reflecting
continued investment in high growth initiatives in the computer,
communications, consumer and automotive markets. As a percentage of sales, R&D
increased from 13.6% last year to 14.5% for the first six months of fiscal
1995. SMG&A expense growth was held to 7.3%, leading to a reduction in SMG&A as
a percentage of sales from 22.3% for the first six months of fiscal 1994 to
20.4% for the first six months of fiscal 1995 consistent with the Company's
focus on maintaining tight control on operating expenses in order to provide
additional operating profit leverage as revenues grow.
Operating profit reached $68.5 million or 15.6% of sales for the first half of
fiscal 1995, an increase of 48% from $46.2 million or 12.4% of sales for the
first half of fiscal 1994. This performance gain reflected growth in sales,
improvement in gross margin and a slower rate of SMG&A expense growth versus
sales.
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Nonoperating expenses decreased $3.9 million year-to-year due in large part to
increased interest income on a higher average level of cash investments and a
higher weighted average investment rate. A reduction in interest expense from
$3.7 million to $2.3 million related to the maturity of a $20 million term loan
early in the first quarter of fiscal 1995 also contributed to the decrease in
nonoperating expenses. The effective income tax rate increased to 24.0% from
22.3% for the year ago period due to a change in the mix of worldwide profits.
Net income grew 58% to $52.4 million or $0.66 per share compared to $33.1
million or $0.43 per share for the first six months of fiscal 1994. As a
percentage of sales, net income improved to 12% from 8.9% for the year-earlier
period.
Liquidity and Capital Resources
At April 29, 1995, cash and cash equivalents and short-term investments totaled
$132.9 million, compared to $181.8 million and $131.3 million at the end of the
fourth and second quarters of fiscal 1994, respectively. The $48.9 million
decrease in cash, cash equivalents and short-term investments from the end of
the fourth quarter of fiscal 1994 resulted from cash used to fund a portion of
capital expenditures, the maturity of the Company's $20.0 million term loan in
the first quarter of fiscal 1995, and an investment made in an external wafer
foundry in the second quarter of fiscal 1995 as discussed below. Cash, cash
equivalents and short-term investments were, in the aggregate, relatively
unchanged from the second quarter of fiscal 1994 as the continued generation of
cash flow from operations was offset by a significant increase in additions to
property, plant and equipment associated with capacity expansion.
For the first half of fiscal 1995, the Company generated cash flow from
operations of $88.7 million or 20.2% of sales compared to $75.3 million or
20.2% of sales for the same period of fiscal 1994. The change in operating cash
flow compared to the first six months of fiscal 1994 principally reflected
higher net income offset in part by an increase in inventories. Cash flow from
operations generated for the second quarter of fiscal 1995 was $38.6 million or
16.8% of sales versus $50.1 million or 24.1% of sales for the prior quarter and
$54.0 million or 28.1% of sales for the second quarter of fiscal 1994. The
decrease in operating cash flows compared to both of these quarters was mainly
attributable to higher net working capital requirements in the second quarter
of fiscal 1995, as increased net income was more than offset by a reduction in
accounts payable and growth in inventories.
Accounts receivable of $178.3 million increased $8.5 million or 5%, $15.9
million or 9.8% and $16.2 million or 10% from the end of the first quarter of
1995, the fourth quarter of 1994 and the second quarter of 1994, respectively.
All of these increases reflected the higher sales levels combined with the
translation of local currency denominated receivables to a weaker U.S. dollar,
particularly in Japan. As a percentage of annualized quarterly sales, however,
accounts receivable was reduced to 19.4% from 20.4%, 20.0% and 21.1% for the
previous quarter and the fourth and second quarters of 1994, respectively, due
to improved collection of receivables.
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Inventories rose $7.9 million during the second quarter of 1995 as a result of
heightened customer demand and the need to improve response times for incoming
orders. As a percentage of annualized quarterly sales, inventories decreased
to 14.6% from 15.2% for the prior quarter, 16.1% for the fourth quarter of 1994
and 18.0% for the year-earlier quarter.
Cash flow from operations together with cash on hand for both the second
quarter and first six months of fiscal 1995 were used largely to fund net
additions to property, plant and equipment of $47.7 million and $102.5
million, respectively. Capital expenditures were significantly higher than the
comparable periods of 1994 with the majority of these expenditures related to
the addition of a 6-inch, 0.6-micron wafer module for the production of fine
line CMOS and BiCMOS products at the Company's current wafer fabrication
facility in Limerick, Ireland. This module is expected to be on line in early
1996.
Stronger-than-planned customer demand for virtually all products has begun to
stress manufacturing capacity. In response, the Company has undertaken an
intensive effort focused on both internal and external capacity expansion.
These actions are expected to begin providing incremental capacity increases
beginning in the first quarter of fiscal 1996.
The Company's programs to address capacity shortages related to its internal
manufacturing facilities, in addition to the ongoing expansion of the Company's
facility in Limerick, Ireland, include upgrading its Wilmington, Massachusetts
wafer fabrication facility to provide new six-inch capability, primarily for
high speed linear products. The Company has also signed a letter of intent to
purchase the assets of an existing six-inch wafer fab from Performance
Semiconductor Corporation in Sunnyvale, California, which when modernized and
converted to advanced linear technology, is planned to support initiatives in
power management and other standard and special purpose linear products. The
Company also plans to shift production of disk drive IC products from its
facility in Limerick, Ireland to foundries in order to free up capacity for
higher margin linear products. These actions in total are expected to provide
significant upside capacity in fiscal 1996 to accommodate the higher growth
currently experienced in the Company's core linear products.
Other programs aimed at providing additional internal capacity include an
expansion of the Company's assembly and test facilities in the Philippines and
a building expansion program at the Company's facility in North Carolina to
provide capability to produce newer hybrids and multi-chip modules for
communications and other high growth applications.
The Company's programs to address capacity shortages related to its external
wafer supply, particularly for products in the computer and communications
sectors, include expanding and formalizing its relationship with Taiwan
Semiconductor Manufacturing Company (TSMC), the Company's primary wafer
foundry, to provide significantly higher baseline and option capacity over the
1996-1999 time frame. Also, to secure access to additional external wafer
capacity, the Company invested $14 million in the second quarter of fiscal 1995
to acquire a minority interest in an external foundry, Chartered Semiconductor
in Singapore. This supply agreement is scheduled to begin providing access to
eight-inch, 0.5-micron wafer capacity in 1996. The cost of this investment
will be amortized over the wafer output period.
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Despite these investments, the Company expects demand will continue to exceed
available supply for the balance of 1995. The Company believes it has capacity
sufficient to grow revenues by approximately 20% for the second half of the
year, compared to the same period last year, assuming demand continues strong
during this period.
The total effect of these actions, including the current expansion in Limerick,
is expected to result in over $300 million in capital spending between fiscal
1995 and 1996. These expenditures are currently expected to be financed with
cash, cash equivalents and short-term investments on hand, coupled with
internally generated cash flow from operations. As a result of internal
expansion, depreciation expense is expected to be incrementally higher in
fiscal 1996 as these planned additions begin to ramp up.
At April 29, 1995, substantially all of the Company's lines of credit were
unused, including its four-year, $60 million credit facility.
The Company believes that its strong financial condition, existing sources of
liquidity, available capital resources and cash expected to be generated from
operations leave it well positioned to obtain the funds required to meet its
current and future business requirements.
Litigation
As set forth in Note 3 to the Condensed Consolidated Financial Statements and
Item 1, "Legal Proceedings" contained in this Form 10-Q for the fiscal quarter
ended April 29, 1995, the Company is engaged in an enforcement proceeding
brought by the International Trade Commission related to patent infringement
litigation with Texas Instruments, Inc., and antitrust litigation with Maxim
Integrated Products, Inc.
Although the Company believes it should prevail in these matters, the Company
is unable to determine their ultimate outcome or estimate the ultimate amount
of liability, if any, at this time. An adverse resolution of these matters
could have a material adverse effect on the Company's consolidated financial
position or on its consolidated results of operations or cash flows in the
period in which the matters are resolved.
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PART II - OTHER INFORMATION
ANALOG DEVICES, INC.
Item 1. Legal Proceedings
Texas Instruments Litigation
As previously reported, the Company was a defendant in two lawsuits brought in
Texas by Texas Instruments, Inc. ("TI"), alleging patent infringement, including
patent infringement arising from certain plastic encapsulation processes, and
seeking an injunction and unspecified damages against the Company. The alleged
infringement of one of these patents is also the subject matter of a proceeding
brought by TI against the Company before the International Trade Commission (the
"ITC"). On January 10, 1994, the ITC brought an enforcement proceeding against
the Company alleging that the Company had violated the ITC's cease and desist
order of February 1992 (as modified in July 1993), and seeking substantial
penalties against the Company for these alleged violations. In addition, in June
1992, the Company commenced a lawsuit against TI in Massachusetts alleging
certain TI digital signal processors infringed one of the Company's patents.
Effective April 1, 1995, the Company and TI settled both Texas lawsuits and the
Massachusetts lawsuit principally by means of a royalty-free cross license of
certain of the Company's and TI's patents. On April 24, 1995, the Company filed
with the ITC a motion to terminate the ITC enforcement proceeding on the grounds
that further action by the ITC is unnecessary in light of the Company's
settlement with TI. On May 8, 1995, an Administrative Law Judge issued a
recommended determination to the ITC to grant the Company's motion to terminate,
and that motion is pending before the ITC.
Item 4. Submission of Matters to a Vote of Security holders
At the Annual Meeting of Stockholders held on March 14, 1995, the stockholders
of the Company elected Messrs. Jerald G. Fishman and Gordon C. McKeague to serve
as Class II Directors for a term of three years by the following votes:
Nominee Votes For Votes Withheld Broker Non votes
- ------------------ ---------- -------------- ----------------
Jerald G. Fishman 67,317,940 152,185 -0-
Gordon C. McKeague 67,338,401 131,724 -0-
The terms of office of Messrs. John L. Doyle, Samuel H. Fuller, Philip L. Lowe,
Joel Moses, Ray Stata and Lester C. Thurow continued after the meeting.
At the same meeting, the stockholders approved an amendment to be Company's
Articles of Organization increasing the authorized shares of Common Stock from
150,000,000 shares to 300,000,000 shares by a vote of 62,054,381 in favor,
5,261,645 opposed and 154,099 abstaining. The stockholders also approved the
Company's 1994 Director Option Plan by a vote of 50,343,542 in favor, 16,865,232
opposed and 261,351 abstaining. A description of the 1994 Director Option Plan
appears in the Company's Proxy Statement dated March 14, 1995.
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PART II - OTHER INFORMATION
ANALOG DEVICES, INC.
Item 6. Exhibits and reports on Form 8-K
(a) See Exhibit Index
(b) There were no reports on Form 8-K filed for the three months ended
April 29, 1995.
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SIGNATURES
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, thereunto duly authorized.
Analog Devices, Inc.
--------------------
(Registrant)
Date: June 12, 1995 By:/s/ Ray Stata
-----------------------------
Ray Stata
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date: June 12, 1995 By:/s/ Joseph E. McDonough
-----------------------------
Joseph E. McDonough
Vice President-Finance
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
Analog Devices, Inc.
Item
3.1 Restated Articles of Organization of Analog Devices, Inc., as amended
27 Financial Data Schedule
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