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Filed pursuant to Rule 424(b)(2)
Registration No. 333-17651
1,000,000 Shares
ANALOG DEVICES, INC.
COMMON STOCK
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The shares of Common Stock, $.16 2/3 par value per share (the "Common
Stock") of Analog Devices, Inc. ("Analog" or the "Company") covered by this
Prospectus may be issued by the Company from time to time to the trust (the
"Trust") established by the Company and Boatmens' Trust Company (the "Trustee")
pursuant to the Company's Deferred Compensation Plan. All of the shares covered
by this Prospectus may be offered and sold for the account of the Trust, and the
proceeds of the sale of the shares will be held by the Trustee separate and
apart from other funds of the Company and applied for the uses and purposes of
participants in the Company's Deferred Compensation Plan. See "Deferred
Compensation Plan" and "Use of Proceeds."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is December 18, 1996.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
materials and other information filed by the Company with the Commission,
pursuant to the informational requirements of the Exchange Act, may be
inspected and copied at the public reference facilities maintained by the
Commission at the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Regional Offices of the
Commission located at Seven World Trade Center, Suite 1300, New York, New
York 10048, and at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such materials also may be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. In addition, the Company is
required to file electronic versions of these documents with the Commission
through the Commission's Electronic Data Gathering, Analysis and Retrieval
(EDGAR) system. The Commission maintains a World Wide Web site at
http://www.sec.gov that contains reports, proxy and information statements
and other information regarding registrants that file electronically with
the Commission. The Common Stock of the Company is listed on the New York
Stock Exchange and traded under the symbol "ADI." Reports, proxy materials
and other information concerning the Company may also be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the shares of Common Stock offered hereby. This
Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits and schedules thereto, certain
portions of which are omitted as permitted by the rules and regulations of
the Commission. For further information with respect to the Company and the
shares of Common Stock offered hereby, reference is made to the
Registration Statement, including the exhibits and schedules thereto, which
may be inspected, without charge, at the Commission's principal office at
450 Fifth Street, N.W., Washington, D.C. 20549, and also at the regional
offices of the Commission listed above. Copies of such materials may also
be obtained from the Commission upon the payment of prescribed rates.
Statements contained in this Prospectus as to any contracts,
agreements or other documents filed as an exhibit to the Registration
Statement are not necessarily complete, and in each instance reference is
hereby made to the copy of such contract, agreement or other document filed
as an exhibit to the Registration Statement for a full statement of the
provisions thereof, and each such statement in this Prospectus is qualified
in all respects by such reference.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
October 28, 1995;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
February 3, 1996;
(3) The Company's Quarterly Report on Form 10-Q/A for the quarter
ended February 3, 1996;
(4) The Company's Quarterly Report on Form 10-Q for the quarter ended
May 4, 1996;
(5) The Company's Quarterly Report on Form 10-Q for the quarter ended
August 3, 1996;
(6) The Company's Current Report on Form 8-K filed on November 5,
1996;
(7) The Company's Registration Statement on Form 8-A (File No.
0-4407) filed with the Commission on March 2, 1970; and
(8) All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after December 11, 1996 and prior to
the date of this Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and
before the termination of the offering of the Common Stock offered hereby
shall be deemed to be a part hereof from the date of filing such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement as so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
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The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the request of such person, a copy of any or
all of the above documents incorporated herein by reference (without
exhibits to such documents other than exhibits specifically incorporated by
reference into the documents that this Prospectus incorporates). Requests
for such copies should be directed to Joseph E. McDonough, Vice
President-Finance of Analog Devices, Inc., One Technology Way, Norwood, MA
02062-9106; telephone number (617) 329-4700.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS
OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND ANY INFORMATION
OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER
THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER TO, OR
SOLICITATION OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCE, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT
AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
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THE COMPANY
The Company designs, manufactures and markets a broad line of
high-performance linear, mixed-signal and digital integrated circuits
("ICs") that address a wide range of real-world signal processing
applications. The Company's principal products include general-purpose,
standard-function linear and mixed-signal ICs ("SLICs"), special-purpose
linear and mixed-signal ICs ("SPLICs") and digital signal processing ICs
("DSP ICs"). The Company also manufactures and markets devices using
assembled product technology.
DEFERRED COMPENSATION PLAN
The Company has established the Analog Devices, Inc. Deferred
Compensation Plan (the "Plan") to provide certain management and highly
compensated employees and directors of the Company with the opportunity to
defer receipt of portions of their compensation payable for services
rendered to the Company. The obligations of the Company under such deferral
arrangements (the "Obligations") are unfunded and unsecured general
obligations of the Company to pay in the future the value of the deferred
compensation adjusted to reflect the performance, whether positive or
negative, of selected investment measurement options chosen by each
participant during the deferral period in accordance with the terms of the
Plan. Eligible participants in the Plan ("Eligible Employees") are
designated from time to time, by name, group or description by the
Administrative Committee for the Plan.
The Plan, adopted on November 3, 1995, was amended by the Board of
Directors on December 3, 1996 to permit Eligible Employees to defer not
only salary and bonuses but also the gains that would otherwise be
recognized upon the exercise of non-statutory stock options held by
Eligible Employees ("Deferred Option Gains").
Ordinarily, upon the exercise of non-statutory stock options, Eligible
Employees would be required to recognize, for federal income tax purposes,
an amount equal to the difference between the option exercise price and the
fair market value of the Company's Common Stock issued upon the option
exercise. To defer the Deferred Option Gains, Eligible Employees are
required to deliver an irrevocable election to the Company prior to the
option exercise. After the deferral election has been delivered and the
option is exercised, the Company will issue to the Trust (established for
the Deferred Compensation Plan by a Trust Agreement between the Company and
the Trustee), that number of shares of Common Stock which, based on the
then fair market value, represents the gain that would otherwise be
realized upon the option exercise. The Trust is considered to be a grantor
trust for federal income tax purposes. Such shares shall be held by the
Trustee together with any other funds or assets deposited with the Trustee
by the Company pursuant to the terms of the Trust Agreement.
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The assets of the Trust, and any earnings thereon, shall be held
separate and apart from other funds of the Company for the uses and
purposes of Plan participants. The Company's obligation with respect to an
Eligible Employee's Deferred Option Gains is an unfunded and unsecured
promise by the Company to pay in the future the value of the Deferred
Option Gains, adjusted either up or down to reflect the performance of
selected investment measurement options available to each participant
during the deferral period in accordance with the Plan and the Trust
Agreement. Shares of the Company's Common Stock issued with respect to
Deferred Option Gains shall be sold from time to time in the open market
for the account of the Trust when an Eligible Employee advises the Company
to change his/her investment from Analog Common Stock to one or more of the
several investment measurement options available to Plan participants.
After such stock is sold, investment earnings credited to the Eligible
Employee's account will be indexed to the mutual funds or indices selected
by the Eligible Employee. The Company is not actually required to invest
the deferred compensation in the types of funds specified by a Plan
participant. However, such use of the Trust may assist the Company in
meeting its future Obligations.
The Company has filed with the Commission a Registration Statement on
Form S-8 under the Securities Act with respect to the Company's Obligations
under the Plan (Registration Statement No. 33-64849).
The address of the Trustee is Boatmens' Trust Company, Attention: John
Bascio, LBT 970, P.O. Box 14737, St. Louis, MO 63178-4737.
USE OF PROCEEDS
As set forth under "Deferred Compensation Plan," the proceeds from the
sale of any shares of Company Common Stock shall be held by the Trustee
separate and apart from other funds of the Company and applied for the use
and purposes of participants in the Plan. Such proceeds, together with
other assets held by the Trust, shall be subject to the claims of the
Company's general creditors under federal and state laws in the event of
the Company's insolvency.
The Company cannot determine the number of shares of Common Stock
which will be sold pursuant to this Prospectus because that number is
dependent upon the extent to which Eligible Employees elect to defer the
recognition of gains from their exercise of stock options granted by the
Company.
PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold by the
Company for the account of the Trust. Such sales may be made on the New
York Stock Exchange in
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open market transactions including one or more of the following methods:
(a) purchases by a broker-dealer as principal for resale on the open market
by such broker or dealer for its account pursuant to this Prospectus; (b)
ordinary open market brokerage transactions and open market transactions in
which a broker solicits purchasers; and (c) block trades in which a
broker-dealer so engaged will attempt to sell on the open market the shares
as agent but may position and resell a portion of the block as principal to
facilitate the transaction. In effecting sales, broker-dealers engaged to
sell the shares may arrange for other broker-dealers to participate.
Broker-dealers will receive commissions or discounts from the Company in
amounts to be negotiated immediately prior to the sale.
In offering the shares of Common Stock covered hereby, any
broker-dealers and any other participating broker-dealers who execute sales
may be deemed to be "underwriters" within the meaning of the Securities Act
in connection with such sales, and the compensation of such broker-dealers
may be deemed to be underwriting discounts and commissions.
This offering will terminate on the date on which all shares offered
hereby have been sold.
INDEMNIFICATION MATTERS
The Restated Articles of Organization of the Company, as amended (the
"Articles of Organization") provide that the directors and officers of the
Company shall be indemnified by the Company to the fullest extent
authorized by Massachusetts law, as it now exists or may in the future be
amended, against all liabilities and expenses incurred in connection with
service for or on behalf of the Company. In addition, the Articles of
Organization provide that the directors of the Company will not be
personally liable for monetary damages to the Company for breaches of their
fiduciary duty as directors.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, the
Registrant has been informed 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.
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for the
Company by Hale and Dorr, Boston, Massachusetts.
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EXPERTS
The consolidated financial statements and schedule of Analog Devices,
Inc. appearing in Analog Devices, Inc.'s Annual Report (Form 10-K) for the
year ended October 28, 1995 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such financial statements and
schedule are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and
auditing.
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