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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 February 3, 1996
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 March 1, 1996 was 115,249,442 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
------------------
February 3, 1996 January 28, 1995
---------------- ----------------
Net sales $280,769 $208,005
Cost of sales 138,219 103,145
-------- --------
Gross margin 142,550 104,860
Operating expenses:
Research and development 40,857 30,250
Selling, marketing, general and
administrative 48,803 43,671
-------- --------
89,660 73,921
-------- --------
Operating income 52,890 30,939
Nonoperating expenses (income):
Interest expense 1,828 1,282
Interest income (3,899) (2,191)
Other 783 732
-------- --------
(1,288) (177)
-------- --------
Income before income taxes 54,178 31,116
Provision for income taxes 14,086 7,468
-------- --------
Net income $ 40,092 $ 23,648
======== ========
Shares used to compute earnings per share 124,185 117,647
======== ========
Earnings per share of common stock $0.33 $0.20
======== ========
See accompanying notes.
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ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(thousands except share amounts)
Assets February 3, 1996 October 28, 1995 January 28, 1995
---------------- ---------------- ----------------
Cash and cash equivalents $ 195,549 $ 69,303 $101,133
Short-term investments 174,355 81,810 57,548
Accounts receivable, net 190,400 181,327 169,752
Inventories:
Finished goods 48,839 44,109 40,448
Work in process 84,398 77,526 68,055
Raw materials 24,531 22,327 18,184
---------- ---------- --------
157,768 143,962 126,687
Prepaid income taxes 41,700 39,650 25,000
Prepaid expenses 12,926 9,966 6,424
---------- ---------- --------
Total current assets 772,698 526,018 486,544
---------- ---------- --------
Property, plant and equipment,
at cost:
Land and buildings 139,658 139,718 122,040
Machinery and equipment 686,776 633,124 510,608
Office equipment 43,855 41,260 34,040
Leasehold improvements 45,164 42,165 37,620
---------- ---------- --------
915,453 856,267 704,308
Less accumulated depreciation
and amortization 438,930 424,305 382,567
---------- ---------- --------
Net property, plant and
equipment 476,523 431,962 321,741
---------- ---------- --------
Intangible assets, net 16,722 17,230 18,754
Deferred charges and other
assets 43,434 26,438 9,381
---------- ---------- --------
Total other assets 60,156 43,668 28,135
---------- ---------- --------
$1,309,377 $1,001,648 $836,420
========== ========== ========
See accompanying notes.
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ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(thousands except share amounts)
Liabilities and Stockholders'
Equity February 3, 1996 October 28, 1995 January 28, 1995
---------------- ---------------- ----------------
Short-term borrowings and current
portion of long-term debt $ 2,193 $ 2,299 $ 3,938
Obligations under capital leases 7,024 60 191
Accounts payable 96,243 100,217 86,655
Deferred income on shipments to
domestic distributors 34,182 27,588 21,450
Income taxes payable 35,717 50,086 32,171
Accrued liabilities 82,101 74,138 57,072
---------- ---------- --------
Total current liabilities 257,460 254,388 201,477
---------- ---------- --------
Long-term debt 310,000 80,000 80,000
Noncurrent obligations under
capital leases 26,248 - 24
Deferred income taxes 6,000 5,039 3,250
Other noncurrent liabilities 8,516 6,255 4,746
---------- ---------- --------
Total noncurrent liabilities 350,764 91,294 88,020
---------- ---------- --------
Commitments and Contingencies
Stockholders' equity:
Preferred stock, $1.00 par value,
500,000 shares authorized,
none outstanding - - -
Common stock, $.16 2/3 par value,
450,000,000 shares authorized,
114,990,492 shares issued
(114,583,932 in October 1995,
75,438,343 in January 1995) 19,165 19,098 12,573
Capital in excess of par value 155,173 149,775 142,621
Retained earnings 521,556 481,464 385,842
Cumulative translation adjustment 5,574 5,870 5,964
--------- ---------- --------
701,468 656,207 547,000
Less 50,713 shares in treasury,
at cost (51,876 in October 1995,
and 3,433 in January 1995) 315 241 77
---------- ---------- --------
Total stockholders' equity 701,153 655,966 546,923
---------- ---------- --------
$1,309,377 $1,001,648 $836,420
========== ========== ========
See accompanying notes.
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ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(thousands) Three Months Ended
------------------
February 3, 1996 January 28, 1995
---------------- ----------------
OPERATIONS
Cash flows from operations:
Net income $ 40,092 $ 23,648
Adjustments to reconcile net income
to net cash provided by operations:
Depreciation and amortization 17,263 15,023
Deferred income taxes 992 43
Other noncash expenses 25 402
Changes in operating assets and liabilities (25,143) 10,953
-------- --------
Total adjustments (6,863) 26,421
-------- --------
Net cash provided by operations 33,229 50,069
-------- --------
INVESTMENTS
Cash flows from investments:
Additions to property, plant and equipment, net (62,059) (54,764)
Purchase of short-term investments available
for sale (139,627) (35,088)
Maturities of short-term investments
available for sale 47,082 50,192
Increase in other assets (11,797) (85)
-------- ---------
Net cash used for investments (166,401) (39,745)
-------- --------
FINANCING ACTIVITIES
Cash flows from financing activities:
Net proceeds from issuance of long-term debt 224,385 -
Proceeds from equipment financing 35,000 -
Net increase in variable rate borrowings 12 1,035
Payments on capital lease obligations (1,788) (82)
Proceeds from employee stock plans 684 685
Payments on long-term debt - (20,000)
-------- --------
Net cash provided by (used for) financing
activities 258,293 (18,362)
-------- --------
Effect of exchange rate changes on cash 1,125 58
-------- --------
Net increase (decrease) in cash and cash
equivalents 126,246 (7,980)
Cash and cash equivalents at beginning of period 69,303 109,113
-------- --------
Cash and cash equivalents at end of period $195,549 $101,133
======== ========
SUPPLEMENTAL INFORMATION
Cash paid during the period for:
Income taxes $ 24,122 $ 2,954
======== ========
Interest $ 170 $ 135
======== ========
See accompanying notes.
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Analog Devices, Inc.
Notes to Condensed Consolidated Financial Statements
February 3, 1996
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 1996 presentation.
Note 3 - Debt
On December 18, 1995 the Company completed a public offering of $230,000,000 of
five-year 3 1/2% Convertible Subordinated Notes due December 1, 2000 with
semiannual interest payments on June 1 and December 1 of each year, commencing
June 1, 1996. The Notes are convertible, at the option of the holder, into the
Company's common stock at any time after 60 days following the date of original
issuance, unless previously redeemed, at a conversion price of $27.917 per
share, subject to adjustment in certain events. The net proceeds of the offering
were approximately $224 million after payment of the underwriting discount and
expenses of the offering which will be amortized over the term of the Notes. As
of February 3, 1996, the Company's total long-term debt was $310,000,000,
comprised of the $230,000,000 of 3 1/2% Convertible Subordinated Notes and
$80,000,000 of 6 5/8% Notes.
Note 4 - Commitments and Contingencies
As previously reported in the Company's Annual Report on Form 10-K for the
fiscal year ended October 28, 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
First Quarter of Fiscal 1996 Compared to the First Quarter of Fiscal 1995
Net sales for the 14-week first quarter of 1996 increased 35% to $280.8 million,
as compared to net sales of $208.0 million for the 13-week first quarter of
fiscal 1995. The sales increase was principally attributable to significant
increases in sales volumes of both standard linear IC and system-level IC
products as the Company continued to benefit from strong worldwide demand for
its IC products. Sales of the Company's standard linear IC products, the largest
and most profitable part of the Company's business, increased approximately 32%
from last year's first quarter. Excluding sales of hard disk drive products,
revenues from system level IC products, including both general-purpose digital
signal processing and mixed signal ICs, grew approximately 71% year over year.
Revenues from disk drive manufacturers declined $3.1 million from the prior
year. Assembled product sales remained relatively flat in comparison to the
first quarter of fiscal 1995.
Demand for standard linear IC products was particularly strong in the industrial
and instrumentation markets and in high-growth applications in the
communications market. Sales of system-level IC products were strongest in
wireless communications, pin electronics for automatic test equipment, and both
fixed-point and floating-point general-purpose DSPs. The distributor channel
continued to have a very positive effect on sales growth, as worldwide sales
through distribution increased approximately 47% from the same period last year
to comprise approximately 41% of total sales in the first quarter of fiscal
1996. Geographically the largest year over year sales gains were registered in
North American distribution, Europe and Japan.
The Company's manufacturing capacity continued to be constrained throughout the
first quarter of fiscal 1996. See "Liquidity and Capital Resources" below for a
discussion of the Company's efforts to address its capacity issues.
Gross margin improved slightly to 50.8% of sales from 50.4% in the first quarter
of 1995, despite a continuing mix shift to higher volume, lower-margin
system-level products.
Research and development expense for the first quarter of 1996 grew 35% over
the same quarter last year to 14.6% of sales as the Company continued to
increase its R&D investment in opportunities in communications, computers,
digital signal processing, accelerometer and linear ICs. Selling, marketing,
general and administrative (SMG&A) expense grew only 11.8%, a rate
significantly below the sales growth rate. As a result, SMG&A as a percentage
of sales decreased for the first quarter to 17.4% from 21.0% for the year ago
period.
The operating income ratio rose to 18.8% of sales compared to 14.9% for the
first quarter of fiscal 1995. This performance gain resulted primarily from
maintaining the gross margin ratio on increased sales while lowering the SMG&A
expense-to-sales ratio.
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Nonoperating income increased $1.1 million, benefiting from increased interest
income on a higher level of cash, cash equivalents and short-term investments.
Interest income increased from $2.2 million in the first quarter of fiscal 1995
to $3.9 million in the first quarter of fiscal 1996. The increase in interest
income was partly offset by an increase in interest expense of $0.5 million,
both resulting from the sale of $230,000,000 of 3 1/2% Convertible Subordinated
Notes during the first quarter of 1996.
The effective income tax rate increased from 24.0% of sales for the year ago
quarter to 26.0% for the first quarter of fiscal 1996 due to a shift in the mix
of worldwide profits.
The growth in sales, improved operating performance and lower nonoperating
expenses led to a 70% increase in net income to $40.1 million for the first
quarter of fiscal 1996. Earnings per share increased to $.33 from $.20 for last
year's first quarter.
First Quarter of Fiscal 1996 Compared to the Fourth Quarter of Fiscal 1995
Continued strength in orders coupled with a strong backlog led to an increase in
net sales from $257.2 million for the previous 13-week quarter to $280.8 million
for the 14-week first quarter, an increase of 9%. The first quarter sales
increase resulted largely from greater sales volumes of both standard linear IC
and system-level IC products. Sales growth was particularly strong for
communications and digital signal processing products, along with continued
strong sales of high-speed standard linear ICs. The largest sales increases
occurred in Europe and Japan.
The gross margin-to-sales ratio remained flat compared to the fourth quarter's
50.8%. R&D expenses increased $5.1 million over the preceding quarter as the
funding of new product development continued. As a percentage of sales, R&D
expenses increased to 14.6% compared to 13.9% for the fourth quarter. SMG&A
expenses were relatively flat compared to the prior quarter in dollars and as a
percentage of sales decreased from 18.8% to 17.4%.
The higher sales and tight control over operating expenses generated a
sequential gain in operating income of 13.5% with operating income reaching
18.8% of sales compared to 18.1% in the previous quarter.
Nonoperating income increased slightly from $1.0 million in the fourth quarter
to $1.3 million in the first quarter of fiscal 1996 as increased interest income
was only partially offset by increased interest expense. The sale of
$230,000,000 of 3 1/2% Convertible Subordinated Notes during December 1995
created both additional interest income from the investment of the proceeds and
additional interest expense. The effective income tax rate for the first quarter
was approximately 26%, the same as for the prior quarter.
Net income grew 14.1%, increasing from $35.1 million or $.29 per share for the
fourth quarter of fiscal 1995 to $40.1 million or $.33 per share for the first
quarter of fiscal 1996. As a percentage of sales, net income improved to 14.3%
from 13.7% for the fourth quarter.
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Liquidity and Capital Resources
At February 3, 1996, cash, cash equivalents and short-term investments totaled
$369.9 million, an increase of $218.8 million from the fourth quarter of fiscal
1995 and an increase of $211.2 million from the first quarter of fiscal 1995.
The increase in cash, cash equivalents and short-term investments from the first
and fourth quarters of fiscal 1995 was a result of the sale of $230,000,000 of
3 1/2% Convertible Subordinated Notes during the first quarter of 1996. The net
proceeds from the offering were approximately $224 million.
Cash provided by operating activities was $33.2 million or 11.8% of sales in the
first quarter of 1996 compared to $50.1 million or 24.1% of sales in the first
quarter of 1995. The decrease in operating cash flows from the year earlier
period was principally due to an increase in working capital requirements.
Accounts receivable of $190.4 million at the end of the first quarter of fiscal
1996 increased $9.1 million or 5% and $20.6 million or 12.2% from the end of
the fourth and first quarters of fiscal 1995, respectively. These increases
reflected the higher sales levels. As a percentage of annualized quarterly
sales, accounts receivable was reduced to 17.0% from 17.6% and 20.4% for the
previous quarter and the first quarter of fiscal 1995, respectively.
Inventories rose $13.8 million or 9.6% to $157.8 million as compared to the
fourth quarter of fiscal 1995, and $31.1 million or 24.5% compared to the first
quarter of fiscal 1995. This growth resulted primarily from a build in inventory
levels to service increasing sales volumes. Inventories as a percentage of
annualized quarterly sales remained flat compared to the fourth quarter of
fiscal 1995 at 14.0% and decreased from 15.2% for the first quarter of fiscal
1995. As additional manufacturing capacity becomes available, the Company
intends to further increase inventory levels in order to improve customer
response times.
As previously discussed above and in the Company's "Management's Discussion and
Analysis of Financial Condition and Results of Operations" contained in its Form
10-K for the fiscal year ended October 28, 1995, the Company's revenue and order
growth has been capacity constrained. The Company has several capacity expansion
programs underway that should provide substantially greater capacity during the
remainder of fiscal 1996.
Net additions to property, plant and equipment of $62.1 million for the first
quarter of fiscal 1996 were funded with a combination of internally generated
cash flow from operations and cash on hand. A large portion of these
expenditures in the first quarter related to adding six-inch capacity to the
Company's existing wafer fabrication facilities in Wilmington, Massachusetts and
Limerick, Ireland. The additional capacity from these projects is expected to
become available during fiscal 1996. During fiscal 1995 the Company also
purchased an existing six-inch wafer fabrication module located close to its
Santa Clara, California site. This facility is still in the process of being
upgraded and modernized to produce advanced linear technology ICs, and is
expected to go into production during the latter half of fiscal 1996.
In January 1996, in accordance with a previous agreement, the Company made an
additional $7.0 million equity investment in Chartered Semiconductor
Manufacturing Pte., Ltd. ("CSM") for a total equity investment of $21.0 million,
in exchange for a less than 5% ownership interest. This investment is structured
to provide access to CSM's new eight-inch 0.5 micron wafer fabrication facility
through wafer supply and
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pricing commitments beginning in 1996. The investment in CSM is classified in
the balance sheet line item, "Deferred Charges and Other Assets."
The Company entered into an additional agreement with CSM during January 1996,
whereby the Company will provide a total deposit of approximately $20.0 million
to be paid in several installments in 1996 and 1997. Under the terms of this
agreement, the deposit will guarantee access to certain quantities of sub-micron
wafers through fiscal 2000.
During the first quarter of fiscal 1996 the Company entered into a five year
operating lease agreement for additional manufacturing space in Cambridge,
Massachusetts. The Company intends to use this additional capacity for the
manufacture of its accelerometer products.
The Company currently plans to make capital expenditures of approximately $275
million during fiscal 1996, primarily in connection with the continued expansion
of its manufacturing facilities. In addition, the Company is continuing to
explore various options for increasing its manufacturing capacity, including
joint ventures, acquisitions, equity investments in, or loans to, wafer
suppliers and construction of additional facilities.
On December 18, 1995 the Company completed a public offering of $230,000,000 of
five-year 3 1/2% Convertible Subordinated Notes due December 1, 2000 with
semiannual interest payments on June 1 and December 1 of each year, commencing
June 1, 1996. The Notes are convertible, at the option of the holder, into the
Company's common stock at any time after 60 days following the date of original
issuance, unless previously redeemed, at a conversion price of $27.917 per
share, subject to adjustment in certain events. The net proceeds of the offering
were approximately $224 million after payment of the underwriting discount and
expenses of the offering which will be amortized over the term of the Notes. As
of February 3, 1996, the Company's total long-term debt was $310,000,000,
comprised of the $230,000,000 of 3 1/2% Convertible Subordinated Notes and
$80,000,000 of 6 5/8% Notes.
At February 3, 1996, substantially all of the Company's lines of credit were
unused, including its $60 million credit facility which expires in 1998.
The Company believes that its existing sources of liquidity and cash expected to
be generated from future operations, together with current and anticipated
available long-term financing, will be sufficient to fund operations, capital
expenditures and research and development efforts for the foreseeable future.
Litigation
As set forth in Note 4 to the Condensed Consolidated Financial Statements
contained in this Form 10-Q for the fiscal quarter ended February 3, 1996, 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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Factors Affecting Future Results
The Company's future operating results are difficult to predict and may be
affected by a number of factors including the timing of new product
announcements or introductions by the Company and its competitors, competitive
pricing pressures, fluctuations in manufacturing yields, adequate availability
of wafers and manufacturing capacity, changes in product mix and economic
conditions in the United States and international markets. In addition, the
semiconductor market has historically been cyclical and subject to significant
economic downturns at various times. While the Company and other semiconductor
companies in recent periods have experienced increased demand and production
capacity constraints, it is uncertain how long these conditions will continue.
As a result of these and other factors, there can be no assurance that the
Company will not experience material fluctuations in future operating results on
a quarterly or annual basis.
The Company's success depends in part on its continued ability to develop and
market new products. There can be no assurance that the Company will be able to
develop and introduce new products in a timely manner or that such products, if
developed, will achieve market acceptance. In addition, the Company's growth is
dependent on its continued ability to penetrate new markets such as the
communications, computer and automotive segments of the electronics market,
where the Company has limited experience and competition is intense. There can
be no assurance that the markets being served by the Company will continue to
grow; that the Company's existing and new products will meet the requirements of
such markets; that the Company's products will achieve customer acceptance in
such markets; that competitors will not force prices to an unacceptably low
level or take market share from the Company; or that the Company can achieve or
maintain profits in these markets. Also, some of the customers in these markets
are less well established which could subject the Company to increased credit
risk.
The semiconductor industry is intensely competitive. Certain of the Company's
competitors have greater technical, marketing, manufacturing and financial
resources than the Company. The Company's competitors also include emerging
companies attempting to sell products to specialized markets such as those
served by the Company. Competitors of the Company have, in some cases, developed
and marketed products having similar design and functionality as the Company's
products. There can be no assurance that the Company will be able to compete
successfully in the future against existing or new competitors or that the
Company's operating results will not be adversely affected by increased price
competition.
The Company's manufacturing facilities are operating at full capacity, and
therefore the Company's business is currently constrained. While the Company is
planning in fiscal 1996 to increase substantially its manufacturing capacity
through both expansion of its production facilities and increased access to
third-party foundries; there can be no assurance that the Company will complete
the expansion of its production facilities or secure increased access to third
party foundries in a timely manner; that the Company will not encounter
unanticipated production problems at either its own facilities or at third-party
foundries; or that the increased capacity will be sufficient to satisfy demand
for its products. The Company relies, and plans to continue to rely, on
third-party wafer fabricators to supply most of its wafers that can be
manufactured using industry-standard digital processes, and such reliance
involves several risks, including the absence of adequate guaranteed capacity
and reduced control over delivery schedules, manufacturing yields and costs.
Continued manufacturing capacity constraints could adversely affect the business
of the
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Company's customers and cause them to seek alternative sources for the products
currently obtained from the Company. In addition, the Company's capacity
additions will result in a significant increase in operating expenses, and if
revenue levels do not increase to offset these additional expense levels, the
Company's future operating results could be adversely affected. The Company also
believes that other semiconductor manufacturers are also expanding or planning
to expand their production capacity over the next several years, and there can
be no assurance that the expansion by the Company and its competitors will not
lead to overcapacity in the Company's target markets, which could lead to price
erosion that would adversely affect the Company's operating results.
For the first quarter of fiscal 1996, 57% of the Company's revenues were derived
from customers in international markets. The Company has manufacturing
facilities in Ireland, the Philippines and Taiwan. The Company is therefore
subject to the economic and political risks inherent in international
operations, including expropriation, air transportation disruptions, currency
controls and changes in currency exchange rates, tax and tariff rates and
freight rates. Although the Company engages in certain hedging transactions to
reduce its exposure to currency exchange rate fluctuations, there can be no
assurance that the Company's competitive position will not be adversely affected
by changes in the exchange rate of the U.S. dollar against other currencies.
The semiconductor industry is characterized by frequent claims and litigation
involving patent and other intellectual property rights. The Company has from
time to time received, and may in the future receive, claims from third parties
asserting that the Company's products or processes infringe their patents or
other intellectual property rights. In the event a third party makes a valid
intellectual property claim and a license is not available on commercially
reasonable terms, the Company's operating results could be materially and
adversely affected. Litigation may be necessary to enforce patents or other
intellectual property rights of the Company or to defend the Company against
claims of infringement, and such litigation can be costly and divert the
attention of key personnel. See Item 3 - "Legal Proceedings" for information
concerning pending litigation involving the Company. An adverse resolution of
such litigation, may, in certain cases, 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 litigation is resolved.
Because of these and other factors, past financial performance should not be
considered an indicator of future performance. Investors should not use
historical trends to anticipate future results and should be aware that the
trading price of the Company's common stock may be subject to wide fluctuations
in response to quarter-to-quarter variations in operating results, general
conditions in the semiconductor industry, changes in earnings estimates and
recommendations by analysts or other events.
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PART II - OTHER INFORMATION
ANALOG DEVICES, INC.
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders held on March 12, 1996, the stockholders
of the Company elected Messers. John L. Doyle, Samuel H. Fuller and Ray Stata to
serve as Class III Directors for a term of three years by the following votes:
Nominee Votes for Votes Withheld Broker Non Votes
- ------- --------- -------------- ----------------
John L. Doyle 103,414,548 1,262,126 -0-
Samuel H. Fuller 103,370,756 1,305,918 -0-
Ray Stata 103,313,270 1,363,404 -0-
The terms of office of Messrs. Jerald G. Fishman, Philip L. Lowe, Gordon C.
McKeague, Joel Moses and Lester C. Thurow continued after the meeting.
At the same meeting, the stockholders approved an amendment to the Company's
Articles of Organization increasing the number of authorized shares of Common
Stock from 300,000,000 shares to 450,000,000 shares, by a vote of 100,526,641 in
favor, 3,697,912 opposed and 452,121 abstaining.
In addition, the stockholders ratified and approved an amendment to the
Company's 1988 Stock Option Plan to increase the number of shares available for
issuance under the plan from 15,525,000 to 22,425,000, by a vote of 70,936,839
in favor, 24,257,957 opposing and 544,111 abstaining. There were 8,937,767
broker non votes on the proposal.
The stockholders also ratified and approved an amendment to the Company's 1991
Restricted Stock Plan to increase the number of shares available for issuance
under the plan from 1,575,000 to 2,025,000, by a vote of 69,903,955 in favor,
25,285,474 opposing and 549,479 abstaining. There were 8,937,767 broker non
votes on the proposal.
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
February 3, 1996.
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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: March 18, 1996 By:/s/ Ray Stata
----------------------
Ray Stata
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date: March 18, 1996 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
*10-1 Manufacturing Agreement dated as of March 17, 1995 between Chartered
Semiconductor Manufacturing Pte. Ltd. and Analog Devices B.V.
*10-2 Deposit Agreement dated January 30, 1996 between Chartered Semiconductor
Manufacturing Pte. Ltd. and Analog Devices B.V.
10-3 Lease Agreement dated February 8, 1996 between Analog Devices, Inc. and
Massachusetts Institute of Technology, relating to premises located at
21 Osborn Street, Cambridge, Massachusetts.
11-1 Computation of Earnings per share
27 Financial Data Schedule
<FN>
* Confidential treatment has been requested as to certain portions of these
exhibits.
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