To: Jim Oravetz who wrote (2862 ) 11/16/2005 1:00:32 PM From: Jim Oravetz Read Replies (1) | Respond to of 2882 Analog Devices Settles SEC Probe By CHARLES FORELLE Staff Reporter of THE WALL STREET JOURNAL November 16, 2005; Page B2 Microchip maker Analog Devices Inc. said it and Jerald G. Fishman, its chief executive, reached a "tentative settlement" with the Securities and Exchange Commission over a probe of stock-option pricing. Analog Devices disclosed in November 2004 that the SEC was looking into its option grants to executives, some of which came shortly before favorable financial results that lifted the stock price. As part of the settlement, the company will pay a $3 million penalty and reprice options granted to Mr. Fishman and other directors, and Mr. Fishman will pay a $1 million penalty and unspecified disgorgement, Analog Devices said. The company, based in Norwood, Mass., said neither it nor Mr. Fishman would admit or deny any charges. An SEC spokesman declined to comment. The SEC has been examining options pricing at several companies, and has put a focus on whether companies picked the grant dates -- and thereby the strike prices -- to occur on days when the stock price dipped, giving executives favorable prospects for gains. The SEC's options pricing probe was the subject of a page one story in The Wall Street Journal last week. Analog said Tuesday that it "retracts" comments by its spokeswoman for that story. The company said the SEC would conclude in the settlement that the company recorded the wrong grant dates for three options awards. It said the settlement would conclude that the company should have disclosed in its proxy statement that two grants were priced before Analog released "favorable" financial results. Separately, Analog Devices said sales in its fourth quarter ended Oct. 29, were $622.1 million, down 1.6% from a year earlier. It said net income was $68.3 million, hurt by charges and down from $132.3 million a year ago.