Item 8.01. Other Events
On June 30, 2009, Analog Devices, Inc. ("Analog Devices") issued $375 million aggregate principal amount of 5.00% notes due July 1, 2014 (the "Notes") in a public offering pursuant to a registration statement on Form S-3 (File No. 333-160215) (the "Registration Statement") and a related prospectus and prospectus supplement, each as filed with the Securities and Exchange Commission. The Notes were issued under an indenture dated June 30, 2009 (the "Indenture"), between Analog Devices and The Bank of New York Mellon Trust Company, N.A., as supplemented by a supplemental indenture dated June 30, 2009 (the "Supplemental Indenture"). The sale of the Notes was made pursuant to the terms of an Underwriting Agreement dated June 25, 2009 (the "Underwriting Agreement"), between Analog Devices and Credit Suisse Securities (USA) LLC, as representative of the several underwriters named therein. Analog Devices received net proceeds from the sale of the Notes, after deducting expenses and underwriting discounts and commissions, of approximately $370 million.
The above description is qualified in its entirety by reference to the Underwriting Agreement, form of Indenture, Supplemental Indenture and form of 5.00% Global Note due July 1, 2014. The Underwriting Agreement is filed as Exhibit 1.1 hereto. The form of Indenture has been previously filed as Exhibit 4.1 to the Registration Statement. The Supplemental Indenture is filed as Exhibit 4.1 hereto and the form of 5.00% Global Note due July 1, 2014 is filed as Exhibit 4.2 hereto. The Underwriting Agreement, form of Indenture, Supplemental Indenture and form of 5.00% Global Note due July 1, 2014 are incorporated herein by reference.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to Analog Devices, has issued an opinion to Analog Devices dated June 25, 2009, regarding the legality of the Notes upon issuance and sale thereof. A copy of the opinion as to legality is filed as Exhibit 5.1 hereto. Item 9.01. Financial Statements and Exhibits
(d) Exhibits

See Exhibit Index attached hereto.

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