<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 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
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Technology Way, Norwood, MA 02062-9106
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(Address of Principal Executive Offices) (Zip Code)
AMENDED 1991 RESTRICTED STOCK PLAN
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(Full title of the plan)
Paul P. Brountas, Esq., c/o Hale and Dorr
60 State Street, Boston, Massachusetts 02109
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(Name and address of agent for service)
(617) 526-6000
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(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Proposed
Title of Proposed Maximum
Securities Amount to Maximum Aggregate Amount of
to be be Offering Price Offering Registration
Registered Registered Per Share (1) Price (1) Fee (1)
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<S> <C> <C> <C> <C>
Common Stock, 450,000 $28.25 $12,712,500 $4,383.62
$.16 2/3 par value Shares
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<FN>
(1) 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 May
24, 1996.
</TABLE>
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 a Registration Statement on Form S-8, File No. 33-39851, relating to
the Registrant's 1991 Restricted Stock Plan.
Page 2 of 8
Exhibit Index on Page
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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 29th
day of May, 1996.
ANALOG DEVICES, INC.
By: /s/ Ray Stata
------------------------------------
Ray Stata
Chairman of the Board
and Chief Executive officer
Page 3 of 8 Pages
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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.
<TABLE>
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.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
(i) Principal Executive
Officers
/s/ Ray Stata Chairman of the Board )
---------------------------- Chief Executive Officer, )
Ray Stata and Director ) May 29, 1996
)
)
)
/s/ Jerald G. Fishman President, Chief Operating )
---------------------------- Officer and Director )
Jerald G. Fishman )
)
)
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Page 4 of 8 Pages
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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 ) May 29, 1996
Joseph E. McDonough Officer )
)
)
)
(iii) Board of Directors )
)
)
)
/s/ John L. Doyle Director )
- ----------------------------- )
John L. Doyle )
)
)
/s/ Samuel H. Fuller Director ) May 29, 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
</TABLE>
Page 5 of 8 Pages
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<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit
Number Description
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<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 the date hereof, whereby the Registrant
registered 6,900,000 shares of its Common Stock for issuance
under its Amended 1988 Stock Option Plan).
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).
</TABLE>
Page 6 of 8 Pages
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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
May 30, 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 450,000 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 Amended 1991 Restricted Stock Plan (as
amended, 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 stockholders 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
Page 7 of 8 Pages
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Exhibit 23.02
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CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Amended 1991 Restricted Stock Plan of Analog Devices,
Inc. of our report 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.
ERNST & YOUNG LLP
Boston, Massachusetts
May 28, 1996
Page 8 of 8 Pages
