Defendant Name: Analog Devices, Inc.

Defendant Type: Public Company
SIC Code: 3674
CUSIP: 03265410

Document Reference: 33-8923

Document Details

Legal Case Name In the Matter of Analog Devices, Inc. and Jerald G. Fishman
Document Name Order Instituting Cease-and-Desist Proceedings, Making Findings, and Imposing a Cease-and-Desist Order Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934
Document Date 30-May-2008
Document Format Administrative Proceeding
File Number 3-13050
Allegation Type Issuer Reporting and Disclosure
Document Summary On May 30, 2008, the SEC instituted settled cease-and-desist proceedings against Analog Devices, Inc. and Jerald G. Fishman, stating: "During at least 1998 through 2002, Analog Devices, Inc. (“Analog” or “the company”) and its CEO Jerald G. Fishman (“Fishman”) engaged in an improper course of conduct involving backdating stock option grants that operated as a fraud on Analog’s shareholders and resulted in Fishman and other executives, directors and employees of Analog receiving undisclosed compensation."

Disgorgement & Penalty Information

Resolutions
Cease and Desist Order
Other Undertakings: "Analog undertakes to re-price the unexercised options that were granted to Fishman in order to eliminate the benefit of the lower exercise prices that resulted from backdating the options. The re-pricing shall occur within 30 days of entry of this Order and, promptly thereafter, Analog agrees to provide to the Commission staff documents or information acceptable to the staff to reflect that the re-pricing has been completed. . . . Analog undertakes to re-price two of the three option grants discussed in this Order that were awarded to Fishman but that he has not yet exercised. Specifically, the options granted on November 29, 1999, shall be re-priced from $28.75 to $28.97 per share, the split-adjusted trading price of the company’s common stock on November 30, 1999. The options represented to have been granted on July 18, 2001, shall be re-priced from $39.06 to $48.27 per share, the closing price of the company’s common stock on July 26, 2001, the date the Compensation Committee granted the options."

Related Documents:

2008-102_3-13050 30-May-2008 Press Release--Administrative Proceeding
Analog Devices and CEO Settle Stock Option Backdating Charges
On May 30, 2008, the SEC stated that: "[It] charged Massachusetts high-tech company Analog Devices, Inc. and its CEO Jerald Fishman for reporting false compensation and related financial information to investors by backdating stock option grants to officers, directors and employees. Without admitting or denying the SEC's findings, Analog and Fishman agreed to settle charges against them by consenting to the entry of an administrative cease-and-desist order."

Other Defendants in Action:

Related Actions:

SEC v. Analog Devices, Inc., and Jerald G. Fishman