<PAGE> 1
As filed with the Securities and Exchange Commission
on July 31, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ANALOG DEVICES, INC.
(Exact name of issuer as specified in its charter)
<TABLE>
<S> <C>
MASSACHUSETTS 04-2348234
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE TECHNOLOGY WAY, P.O. BOX 9106, NORWOOD, MA 02062-9106
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
1994 DIRECTOR OPTION PLAN
(Full title of the plan)
PAUl P. BROUNTAS, ESQ.
HALE AND DORR
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(Name and address of agent for service)
(617) 526-6000
(Telephone number, including area code, of agent for service)
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
- ---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, 200,000 $35.25(1) $7,050,000(1) $ 2,431.04
$.16 2/3 shares
par value
- --------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low prices of the Common Stock on
the New York Stock Exchange on July 25, 1995 in accordance with Rules
457(c) and 457(h) of the Securities Act of 1933.
</TABLE>
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<PAGE> 2
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the 1994 Director Option Plan of Analog Devices, Inc. (the
"Registrant") pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934 (as
amended, the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:
(1) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
to Rule 424(b), or otherwise, under the Securities Act that contains,
either directly or by incorporation by reference, audited financial
statements for the Registrant's latest fiscal year for which such
statements have been filed.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports
or the prospectus referred to in (1) above.
(3) The description of the common stock of the Registrant, par value
$.16 2/3 per share ("Common Stock"), contained in a registration statement
filed under the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
(4) The Registrant's definitive proxy statement or information
statement, if any, filed pursuant to Section 14 of the Exchange Act in
connection with the latest annual meeting of its stockholders, and any
definitive proxy or information statements so filed in connection with any
subsequent special meetings of its stockholders.
(5) Information as to stock options, including the amount
outstanding, exercises, prices and expiration dates, included in the
Registrant's definitive proxy statement, described in (4) above and which
will be included in the future either in the Registrant's proxy statements,
annual reports or appendices to the prospectus.
<PAGE> 3
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Hale and Dorr, Boston, Massachusetts, will pass upon the validity of
the shares offered hereby for the Company. Paul P. Brountas, a partner of Hale
and Dorr, is Clerk of the Company and owns 20,544 shares of the Company's Common
Stock.
Item 6. Indemnification
Article 6A of the Registrant's Restated Articles of Organization, as
amended (the "Articles of Organization") provides for indemnification of
directors and officers to the full extent permitted under Massachusetts law.
Section 67 of Chapter 156B of the Massachusetts General Laws provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in the best interests of the
corporation, provided that, no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged not to be entitled to
indemnification under Section 67.
Article 6A of the Registrant's Articles of Organization also provides for
indemnification of directors and officers of the Registrant against liabilities
and expenses in connection with any legal proceedings to which they may be made
a party or with which they may become involved or threatened by reason of having
been an officer or director of the Registrant or of any other organization at
the request of the Registrant. Article 6A generally provides that a director or
officer of the Registrant (i) shall be indemnified by the Registrant for all
expenses of such legal proceedings unless he has been adjudicated not to have
acted in good faith in the reasonable belief that his action was in the best
interests of the Registrant, and (ii) shall be indemnified by the Registrant for
the expenses, judgments, fines and amounts paid in settlement and compromise of
such proceedings.
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No indemnification will be made to cover costs of settlements and
compromises if the Board determines by a majority vote of a quorum consisting
of disinterested directors (or, if such quorum is not obtainable, by a majority
of the disinterested directors of the Registrant), that such settlement or
compromise is not in the best interests of the Registrant.
Article 6A permits the payment by the Registrant of expenses incurred in
defending a civil or criminal action in advance of its final disposition,
subject to receipt of an undertaking by the indemnified person to repay such
payment if it is ultimately determined that such person is not entitled to
indemnification under the Articles of Organization. No advance may be made if
the Board of Directors determines, by a majority vote of a quorum consisting of
disinterested directors (or, if such quorum is not obtainable, by a majority of
the disinterested directors of the Registrant), that such person did not act in
good faith in the reasonable belief that his action was in the best interest of
the Registrant.
Article 6D of the Registrant's Articles of Organization provides that no
director shall be liable to the Registrant or its stockholders for monetary
damages for breach of his fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 61 or
62 of Chapter 156B, or (iv) for any transaction from which the director derived
an improper personal benefit.
The Registrant has directors and officers liability insurance for the
benefit of its directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE> 5
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. Undertakings.
1. The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however that paragraphs (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Company pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference
in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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2. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Norwood, Commonwealth of Massachusetts on the 28th
day of July, 1995.
ANALOG DEVICES, INC.
By: /s/ RAY STATA
-----------------------------------
Ray Stata
Chairman and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Analog Devices, Inc. hereby
severally constitute Ray Stata, Joseph E. McDonough, Paul P. Brountas and Mark
G. Borden, and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Analog Devices, Inc. to comply with all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
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<PAGE> 8
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ RAY STATA Chairman, Chief )
- ----------------------------- Executive Officer )
Ray Stata and Director (Principal )
Executive Officer )
)
)
/s/ JOSEPH E. MCDONOUGH Vice President, Finance )
- ----------------------------- (Principal Financial )
Joseph E. McDonough and Accounting Officer) )
)
)
/s/ JERALD G. FISHMAN President, Chief )
- ----------------------------- Operating Officer and )
Jerald G. Fishman Director )
)
)
Director )
- ----------------------------- )
John L. Doyle )
)
)
/s/ SAMUEL H. FULLER Director ) July 28, 1995
- ----------------------------- )
Samuel H. Fuller )
)
)
/s/ PHILIP L. LOWE Director )
- ----------------------------- )
Philip L. Lowe )
)
)
/s/ GORDON C. MCKEAGUE Director )
- ----------------------------- )
Gordon C. McKeague )
)
)
/s/ JOEL MOSES Director )
- ----------------------------- )
Joel Moses )
)
)
/s/ LESTER C. THUROW Director )
- ----------------------------- )
Lester C. Thurow )
</TABLE>
-8-
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
------- ----------- ----
<S> <C> <C>
4.1 (1) Restated Articles of Organization, as amended,
of the Company --
4.2 (2) Amended and Restated By-laws of the Company --
4.3 (3) Rights Agreement, as amended, by and between
the Company and The First National Bank of
Boston, as Rights Agent. --
5 Opinion of Hale and Dorr
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hale and Dorr (included in Exhibit 5) --
24 Power of Attorney (see page 7 of this
Registration Statement) --
<FN>
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(1) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended April 29, 1995 (File No. 1-7819) and incorporated herein by
reference.
(2) Filed as an Exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1992, (File No. 1-7819) and incorporated
herein by reference.
(3) Filed as an exhibit to Form 8, filed on June 27, 1989, amending the
Registration Statement on Form 8-A relating to Common Stock Purchase
Rights, and incorporated herein by reference.
</TABLE>
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<PAGE> 1
EXHIBIT 5
HALE AND DORR
COUNSELLORS AT LAW
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
617 526-6000 FAX 617 526-5000
July 28, 1995
Analog Devices, Inc.
One Technology Way
P.O. Box 9106
Norwood, MA 02062-9106
Re: 1994 Director Option Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 200,000 shares of Common Stock, $.16 2/3 par value per
share (the "Shares"), of Analog Devices, Inc., a Massachusetts corporation (the
"Company"), issuable under the Company's 1994 Director Option Plan (the "Plan").
We have examined the Restated Articles of Organization of the Company, as
amended, the Amended and Restated By-laws of the Company, and originals, or
copies certified to our satisfaction, of all pertinent records of the meetings
of the directors and stockholders of the Company, the Registration Statement and
such other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based on the foregoing, we are of the opinion that the Company has duly
authorized for issuance the shares of its Common Stock covered by the
Registration Statement to be issued under the Plan, as described in the
Registration Statement, and such shares,
<PAGE> 2
Analog Devices, Inc.
July 28, 1995
Page 2
when issued in accordance with the terms of the Plan, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Paul P. Brountas, Clerk of the Company, is a partner of Hale and Dorr. Mr.
Brountas owns 20,544 shares of the Company's Common Stock.
Very truly yours,
HALE AND DORR
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1994 Director Option Plan of Analog Devices, Inc. of our
report dated November 29, 1994, with respect to the consolidated financial
statements of Analog Devices, Inc. included in its Annual Report (Form 10-K) for
the year ended October 29, 1994, filed with the Securities and Exchange
Commission. Our report mentioned above includes the following explanatory
paragraph: As discussed in Note 6 to the consolidated financial statements,
claims and actions have been brought against Analog Devices, Inc. and the
ultimate outcome of these claims and actions cannot presently be determined.
Accordingly, no such provision for any liability, if any, that may result has
been made in the financial statements.
Boston, Massachusetts Ernst & Young LLP
July 28, 1995
