Item 2.01 Completion of Acquisition or Disposition of Assets.
On August 26, 2021, Maxim Integrated Products, Inc., a Delaware corporation (the
"Company"), completed its previously announced combination with Analog Devices,
Inc., a Massachusetts corporation ("ADI"). Pursuant to the Agreement and Plan of
Merger, dated as of July 12, 2020 (the "Merger Agreement"), by and among the
Company, ADI and Magneto Corp., a Delaware corporation and a wholly owned
subsidiary of ADI ("Merger Sub"), Merger Sub was merged with and into the
Company (the "Merger"), with the Company surviving the Merger and becoming a
wholly owned subsidiary of ADI.
At the effective time of the Merger (the "Effective Time"), pursuant to the
Merger Agreement, each share of common stock, par value $0.001 per share, of the
Company (the "Company Common Stock"), issued and outstanding immediately prior
to the Effective Time (other than treasury shares and any shares of Company
Common Stock held directly by ADI or Merger Sub) was converted into the right to
receive 0.6300 (the "Exchange Ratio") of a fully paid and non-assessable share
of common stock, par value $0.16 2/3 per share, of ADI (the "ADI Common Stock"),
and, if applicable, cash in lieu of fractional shares, subject to any applicable
tax withholding. In addition, at the Effective Time, (i) all Company restricted
stock units and Company restricted shares (excluding any Company restricted
stock units and Company restricted shares that by their terms become 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 ADI Common Stock
based on the Exchange Ratio and (ii) all Company performance-based market stock
units ("Company MSUs") outstanding as of immediately prior to the Effective Time
(other than any Company 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 ADI Common Stock based on
(x) the number of shares of Company Common Stock subject to each Company MSU
after giving effect to any applicable provisions in the award agreement
governing the Company 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 the Company's applicable change in control plans).
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the
Current Report on Form 8-K filed by the Company with the U.S. Securities and
Exchange Commission (the "SEC") on July 13, 2020 and is incorporated by
reference herein. A copy of the Merger Agreement has been included as Exhibit
2.1 to this Current Report on Form 8-K to provide investors with information
regarding its terms and not to provide any factual information about the Company
or ADI.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information contained in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.01.
On August 26, 2021, the Company notified the NASDAQ Global Select Market
("Nasdaq") of the consummation of the Merger and that each outstanding share of
Company Common Stock had been converted into the right to receive ADI Common
Stock. The Company requested that Nasdaq (i) halt trading of the Company Common
Stock on Nasdaq prior to the open of trading on August 26, 2021, (ii) withdraw
the Company Common Stock from listing on Nasdaq and (iii) file with the SEC a
Notification of Removal from Listing and/or Registration under Section 12(b) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25
to report that the Company Common Stock is no longer listed on Nasdaq and to
apply for the deregistration of the Company Common Stock under Section 12(b) of
the Exchange Act. As a result, the shares of Company Common Stock, which
previously traded under the symbol "MXIM," will no longer be listed on Nasdaq.
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In addition, the Company intends to file a certification on Form 15 with the SEC
to suspend the Company's reporting obligations under Sections 13 and 15(d) of
the Exchange Act.
Item 3.03 Material Modification to Rights of Security Holders.
The information contained in Item 2.01, Item 3.01 and Item 5.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
The information contained in Item 2.01, Item 3.01 and Item 5.02 of this Current
Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger on August 26, 2021, at the
Effective Time a change in control of the Company occurred and the Company
became a wholly owned subsidiary of ADI.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information contained in Item 2.01 and Item 5.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 5.02.
As a result of the Merger, each of Tracy Accardi, James R. Bergman, Joseph R.
Bronson, Tunç Doluca, Robert E. Grady, Mercedes Johnson, William P. Sullivan,
William D. Watkins and MaryAnn Wright resigned and ceased to be directors of the
Company as of the Effective Time, and the directors of Merger Sub became the
directors of the Company.
As of the Effective Time, each of the Company's executive officers as of
immediately prior to the Effective Time ceased to be officers of the Company,
and the officers of Merger Sub became the officers of the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the Merger Agreement, effective as of the Effective Time, the
certificate of incorporation and the bylaws of the Company were amended and
restated in their entirety to be in the form of the certificate of incorporation
and bylaws of Merger Sub in effect as of immediately prior to the Effective
Time, subject to certain changes as set forth in the Merger Agreement. Copies of
the amended and restated certificate of incorporation and amended and restated
bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report
on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1* Agreement and Plan of Merger, dated as of July 12, 2020, by and
among Maxim Integrated Products, Inc., Analog Devices, Inc. and
Magneto Corp (incorporated by reference to Exhibit 2.1 of the
Company's Current Report on Form 8-K filed with the SEC on July 13,
2020).
3.1 Amended and Restated Certificate of Incorporation of Maxim
Integrated Products, Inc.
3.2 Amended and Restated Bylaws of Maxim Integrated Products, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Maxim
Integrated Products, Inc. hereby undertakes to furnish supplementally a copy of
any omitted schedule upon request by the SEC.
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