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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1996
REGISTRATION NO. 333-
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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)
Massachusetts 04-2348234
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Technology Way, Norwood, MA 02062-9106
(Address of Principal Executive Offices) (Zip Code)
THE INVESTMENT PARTNERSHIP PLAN
(Full title of the plan)
Paul P. Brountas, Esq., c/o 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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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered (1) Registered Per Share (2) Price (2) Fee (2)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common
Stock, 3,000,000 Shares $18.375 $55,125,000.00 $19,008.62
$.16 2/3
- --------------------------------------------------------------------------------------
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(1) There may also be offered shares of Common Stock of the Registrant
which may be issued to participants in The Investment Partnership Plan by reason
of future stock dividends, exchange rights or stock splits. In addition,
pursuant to Rule 416(c) of the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold
under The Investment Partnership Plan.
(2) Estimated solely for the purpose of calculating the registration
fee in accordance with sections (c) and (h) of Rule 457 of the Securities Act of
1933, as amended, and based on the average of the high and low sale prices of
the Common Stock on the New York Stock Exchange on July 16, 1996.
Page 1 of 8
Exhibit Index on Page
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Statement of Incorporation by Reference
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statements listed below relating to the
Registrant's employee benefit plans formerly entitled The Investment
Partnership Plan ("TIP I") and the Choice Pay Plan ("Choice I"). TIP I was
merged into Choice I which was renamed The Investment Partnership Plan which is
referred to herein as "The Investment Partnership Plan (formerly the Choice Pay
Plan)." The following Registration Statements are incorporated herein: (i) a
Registration Statement on Form S-8, File No. 2-95495 (relating to TIP I), (ii)
a Registration Statement on Form S-8, File No. 33-2502 (relating to TIP I),
(iii) a Registration Statement on Form S-8, File No. 33-43128 (relating to
Choice I), and (iv) the Annual Report of The Investment Partnership Plan
(formerly the Choice Pay Plan) on Form 11-K for the year ended December 31,
1995.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 City of Norwood, Commonwealth of Massachusetts, on this 19th
day of July, 1996.
ANALOG DEVICES, INC.
By: /s/ Ray Stata
-----------------------------------
Ray Stata
Chairman of the Board
and Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned officers and directors of Analog Devices, Inc.,
hereby severally constitute and appoint Ray Stata, Jerald G. Fishman and Joseph
E. McDonough, 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 filed herewith, and any
and all amendments (including post-effective amendments) to said Registration
Statement (or any other Registration Statement for the same offering that is to
be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933) 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 the Securities Act of 1933, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to any such Registration
Statement and any and all amendments thereto.
Witness our hands and common seal on the date set forth below.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
(i) Principal Executive
Officers
/s/ Ray Stata Chairman of the Board )
- ------------------------
Ray Stata Chief Executive Officer, )
and Director ) July 19, 1996
)
)
)
/s/ Jerald G. Fishman President, Chief Operating )
- ------------------------
Jerald G. Fishman Officer and Director )
)
)
)
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<TABLE>
<S> <C> <C>
(ii) Principal Financial )
Officer and Principal )
Accounting Officer )
)
)
)
/s/ Joseph E. McDonough Vice President-Finance )
- --------------------------- and Chief Financial )
Joseph E. McDonough Officer ) July 19, 1996
)
)
)
)
(iii) Board of Directors )
)
)
)
/s/ John L. Doyle Director )
- --------------------------- )
John L. Doyle )
)
)
)
/s/ Samuel H. Fuller Director ) July 19, 1996
- --------------------------- )
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 )
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EXHIBIT INDEX
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Exhibit
Number Description
- ------- -----------
<S> <C>
4.01 Restated Articles of Organization of the Registrant, as amended
(incorporated herein by reference to the Registrant's Form S-8, dated
as of May 30, 1996).
4.02 By-Laws of the Registrant, as amended (incorporated herein by reference
to the Registrant's Form 10-K for the fiscal year ended October 31,
1992).
4.03 Rights Agreement, as amended, between the Registrant and The First
National Bank of Boston, as Rights Agent (incorporated herein by
reference to a Form 8 filed on June 27, 1989 amending the Registration
Statement on Form 8-A relating to Common Stock Purchase Rights).
5.01 Opinion of Hale and Dorr.
23.01 Consent of Hale and Dorr (included in Exhibit 5.01).
23.02 Consent of Ernst & Young LLP.
24.01 Powers of Attorney (included on pages 4-5).
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EXHIBIT 5.01
HALE AND DORR
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 - FAX 617-526-5000
July 19, 1996
Analog Devices, Inc.
One Technology Way
Norwood, MA 02062-9106
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 3,000,000 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 Investment Partnership Plan ( formerly the
Choice Pay Plan)(the "Plan").
We have examined the Restated Articles of Organization and the By-Laws
of the Company, and all amendments thereto, the Registration Statement and
originals, or copies certified to our satisfaction of such records of meetings
of the directors and shareholders of the Company, and such other documents and
instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.
In our 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 upon and subject to the foregoing, we are of the opinion that the
Shares covered by the Registration Statement to be issued under the Plan have
been duly and validly authorized for issuance, and when issued and paid for 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 as an exhibit to the Registration Statement.
Very truly yours,
HALE AND DORR
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Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to The Investment Partnership Plan (formerly the Choice Pay
Plan) of Analog Devices, Inc. of our reports (a) dated November 28, 1995, except
for the fifth paragraph of Note 4 as to which the date is December 18, 1995,
with respect to the consolidated financial statements and schedule of Analog
Devices, Inc. included in its Annual Report (Form 10-K) for the year ended
October 28, 1995, and (b) dated April 26, 1996, with respect to the financial
statements of The Investment Partnership Plan (formerly the Choice Pay Plan)
included in the Plan's Annual Report (Form 11-K), for the year ended December
31, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
July 15, 1996
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