Item 2.01 Completion of Acquisition or Disposition of Assets.
On
At the Effective Time, (i) all Maxim restricted stock units and Maxim restricted shares (excluding any Maxim restricted stock units and Maxim restricted shares that by their terms vested and settled upon the Effective Time) outstanding as of immediately prior to the Effective Time were automatically converted into restricted stock units or restricted shares, as applicable, denominated in shares of Company Common Stock based on the Exchange Ratio and (ii) all Maxim performance-based market stock units ("Maxim MSUs") outstanding as of immediately prior to the Effective Time (other than any Maxim MSUs that by their terms vested and settled immediately prior to the Effective Time) were automatically converted into time-based restricted stock unit awards denominated in shares of Company Common Stock based on (x) the number of shares of Maxim Common Stock subject to each Maxim MSU after giving effect to any applicable provisions in the award agreement governing the Maxim MSU with respect to a "change in control" and (y) the Exchange Ratio. Other than the foregoing adjustments, the awards governing such converted restricted stock units or restricted shares, as applicable, will generally remain subject to the same vesting and other terms and conditions that applied to the awards immediately prior to the Effective Time (including the terms and conditions of Maxim's applicable change in control plans).
The issuance of shares of Company Common Stock in connection with the Merger was
registered under the Securities Act of 1933, as amended, pursuant to the
Company's registration statement on Form S-4 (File No. 333-248092), declared
effective by the
The foregoing description of the Merger Agreement and the Merger is not intended
to be complete and is qualified in its entirety by reference to the full text of
the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed with the
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
Effective as of the Effective Time, the size of the Company's Board of Directors
(the "Board") was expanded to 13 and Tunç Doluca and
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In addition,
At the Effective Time, (i) all outstanding Maxim restricted stock units and
Maxim restricted shares held by
Item 8.01 Other Events.
On
In addition, on
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date upon which this current report on Form 8-K must be filed.
(b) Financial Statements of Business Acquired.
The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date upon which this current report on Form 8-K must be filed.
(d) Exhibits
Exhibit Description of Document 2.1 Agreement and Plan of Merger, dated as ofJuly 12, 2020 , by and amongAnalog Devices, Inc. , Maxim Integrated Products, Inc. andMagneto Corp. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with theSEC onJuly 15, 2020 ). 99.1 Press Release, datedAugust 26, 2021 (filed herewith). 99.2 Press Release, datedAugust 25, 2021 (filed herewith). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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