Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - ANALOG DEVICES INC | b89544e8vk.htm |
EXHIBIT 99.1
MEMORANDUM
To:
|
Directors and Executive Officers of Analog Devices, Inc. | |
From:
|
Margaret K. Seif, Vice President and General Counsel | |
Date:
|
December 19, 2011 | |
Subject:
|
Notice of Trading Blackout Period |
Analog Devices, Inc. is making a change to the Analog Devices, Inc. Investment Partnership Plan
(the “TIP Plan”) to convert the Analog Devices Stock Fund (the “Stock Fund”) from a unitized fund
to a real-time traded fund. This change will enable Stock Fund participants to buy and sell ADI
shares in real time, which is the manner in which most corporate stock funds at other companies are
now organized.
Fidelity will need at least two days to complete this conversion, and so we will be imposing a
blackout period prohibiting transactions in the Stock Fund during the conversion period. The
blackout period will begin at 4:00 p.m. ET on Monday, January 23, 2012, and is expected to end by
Thursday, January 26, 2012 (note that there is a small possibility that Fidelity may require an
extra day or two to complete the conversion). During the blackout period, those TIP Plan
participants and beneficiaries with an investment in the Stock Fund will be unable to direct or
diversify investments in their individual accounts, obtain a loan, make a withdrawal, or take other
distributions involving TIP Plan assets invested in the Stock Fund.
Because of the trading blackout imposed on Stock Fund participants, Section 306(a) of the
Sarbanes-Oxley Act of 2002 and Regulation BTR under the Securities Exchange Act of 1934, as
amended, requires us to impose a trading blackout on all ADI Directors and Executive Officers
during this conversion period (the “BTR Blackout Period”), regardless of whether those individuals
are invested in the Stock Fund. However, because the BTR Blackout Period will take place during
the Company’s quarter-end blackout (which commences on January 14, 2012 and ends on February 27,
2012), as a practical matter the BTR Blackout Period will not result in any additional restrictions
on Directors and Executive Officers beyond those already in effect due to the quarter-end blackout.
During the BTR Blackout Period, you may not, directly or indirectly, purchase, sell or otherwise
acquire or transfer any shares of ADI common stock (including any stock options or other derivative
securities) (“Company Securities”), subject to certain narrow exceptions set forth below. This
trading restriction includes any indirect trading where you have a pecuniary interest in the
transaction. Accordingly, acquisitions and dispositions by family members, partnerships,
corporations, or trusts where you have a pecuniary interest are prohibited during the BTR Blackout
Period.
There are limited exceptions to the BTR Blackout Period for certain transactions in Company
Securities. Subject to compliance with our normal quarter-end blackout policies, during the BTR
Blackout Period, you may:
| • | give Company Securities as a gift, though the transaction will be scrutinized to ensure that the gift is bona fide; and | ||
| • | engage in transactions pursuant to a Rule 10b5-1 plan that was not entered into at a time when you knew about the upcoming BTR Blackout Period. |
As these exceptions are narrow, and because of the overlay of the Company’s quarter-end blackout
period, please discuss any proposed transactions with a member of ADI’s Legal Department before you
or your family members take any action concerning Company Securities during the BTR Blackout
Period.
If you have any questions about the BTR Blackout Period or the information contained in this memo,
please contact Kevin Lanouette, ADI’s Assistant General Counsel at 781-461-3455.