<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 1996
REGISTRATION NO. 333-
================================================================================
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)
AMENDED 1988 STOCK OPTION PLAN
- --------------------------------------------------------------------------------
(Full title of the plan)
Paul P. Brountas, Esq., c/o Hale and Dorr
60 State Street, Boston, Masssachusetts 02109
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(617) 526-6000
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
<CAPTION>
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)
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 6,900,000 $28.25 $194,925,000 $67,215.52
$.16 2/3 par value Shares
------------------------------------------------------------------------------
<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
<PAGE> 2
Statement of Incorporation by Reference
---------------------------------------
This Registration Statement on Form S-8 incorporates by reference the
contents of (i) a Registration Statement on Form S-8, File No. 33-22605, (ii) a
Registration Statement on Form S-8, File No. 33-39852 and (iii) a Registration
Statement on Form S-8, File No. 33-60642, such Registration Statements relating
to the Registrant's 1988 Stock Option Plan.
Page 2 of 8
Exhibit Index on Page
<PAGE> 3
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
<PAGE> 4
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.
Signature Title Date
--------- ----- ----
(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 )
)
Page 4 of 8 Pages
<PAGE> 5
(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 )
)
Page 5 of 8 Pages
<PAGE> 6
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
4.01 Restated Articles of Organization of the
Registrant, as amended.
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).
Page 6 of 8 Pages
<PAGE> 1
EXHIBIT 4.01
THE COMMONWEALTH OF MASSACHUSETTS
KEVIN H. WHITE
Secretary of the Commonwealth
STATE HOUSE
BOSTON, MASS.
ARTICLES OF ORGANIZATION
We, Sylvia M. Sherriff, Lida P. Underhill, Burton L. Williams and
John M. Barnes, Jr. being a majority of the directors of Analog
Devices, Inc. elected at its first meeting, in compliance with the
requirements of General Laws, Chapter 156, Section 10, hereby certify
that the following is a true copy of the agreement of association to
form said corporation, with the names of the subscribers thereto:
We, whose names are hereto subscribed, do, by this agreement,
associate ourselves with the intention of forming a corporation under
the provisions of General Laws, Chapter 156.
The name by which the corporation shall be known is Analog
Devices, Inc.
The location of the principal office of the corporation in
Massachusetts is to be in the city Cambridge, and outside
Massachusetts,
[The business address of the corporation is to be
221 Fifth Street, Cambridge, Massachusetts
----------------------------------------------------------------------
Street and number (if office building, give room number), city or town.
<PAGE> 2
If such business address is not yet determined, give the name and
business address of the treasurer or other officer to receive mail.
------------------------------------------------------------------
------------------------------------------------------------------
Name and title of officer to receive mail and his complete
business address
The purpose for which the corporation is formed and the nature of
the business to be transacted by it are as follows:
To carry on a general manufacturing and merchandising business and
any business incidental thereto or in any way connected therewith,
including, but without limiting the generality of the foregoing
purpose, the trade or business of producing, manufacturing,
adapting, preparing, forming, processing, treating, finishing,
converting, testing, and otherwise acquiring, owing, holding,
consuming, disposing of and dealing in, and in interests in,
electronic devices and components and any and all other goods,
articles, materials, equipment, compounds or substances required
for, or convenient in connection with or incidental to any of the
foregoing, and any other trade or business which can conveniently
be carried on in conjunction with any of the matters aforesaid or
in or upon the premises of the corporation.
To apply for, purchase or in any manner to acquire, outright or by
way of lease, license or otherwise, patents, trademarks, trade names,
copyrights, secret processes, inventions, formulae, and improvements of
any and every nature which may be necessary, convenient, incidental or
advantageous to the Corporation or for effecting any of its purposes;
and to grant or license the same to others.
To construct, lease, purchase or otherwise acquire real estate and
personal property of any nature, or any interest therein, without limit
as to amount or value, reasonably necessary or convenient for effecting
or furthering any or all of the purposes and powers of the Corporation.
To purchase, lease or otherwise acquire, in whole or in part, as a
going concern or otherwise, the business, good-will, rights,
franchises, stocks, bonds or other securities issued by, and the
property of every kind, and assume the whole or any part of the
liabilities of, any person, firm, association or Corporation engaged in
or authorized to conduct any business identical with or similar to any
business authorized to be conducted by this Corporation or owning
property necessary or suitable for its purposes, and to exercise all
powers
-2-
<PAGE> 3
necessary or incidental to the conduct of such business. To hold, own,
use, manage, operate, improve, lease, license, mortgage, sell, dispose
of or otherwise turn to account or deal with all or any part of the
property of the Corporation or any interest therein.
Insofar as may be permitted by law, to borrow money or otherwise
incur indebtedness or liability for effecting any of its corporate
purposes or powers; to make, accept, indorse, execute and issue
promissory notes, bills of exchange, bonds, debentures or other
obligations from time to time, for the purchase of property, or for
effecting any of its corporate purposes or powers; and, if deemed
proper, to secure the payment of any such obligations by mortgage,
pledge, deed of trust, or other hypothecation of any or all of the
property of the Corporation. Insofar as may be permitted by law, to
purchase, or otherwise acquire shares of its capital stock or its
bonds, debentures or other obligations and to hold, reissue, resell,
exchange, mortgage, pledge hypothecate, dispose of, cancel, retire or
redeem the same.
Insofar as may be permitted by law, to enter into, make, perform
and carry out contracts of any kind with, and to act as agent for, any
person, firm, association or corporation, whether private, public,
quasi-public or municipal, or body politic, whether foreign or
domestic, and with and for any domestic or foreign state or government
or territory or colony thereof. To conduct its business in all
branches, so far as permitted by law, in the Commonwealth of
Massachusetts, and in any other commonwealth or state in or of the
United States, and in any Territory, district, dependency, colony or
possession thereof, and in any foreign country, and to maintain offices
and agencies in any part of the world, either within or without the
Commonwealth of Massachusetts, and to purchase, hold, mortgage, convey,
lease, sell or otherwise dispose of and deal with real and personal
property in any such place or places.
In furtherance and not in limitation of these purposes and powers,
to do any and all things and exercise any and all powers necessary,
convenient or advisable to accomplish one or more of the purposes of
the Corporation, or which shall at any time appear to be for the
benefit of the Corporation in connection therewith, which may now or
hereafter be lawful for the Corporation to do or exercise under and in
pursuance of the laws of the Commonwealth of Massachusetts, but in no
way to carry on the business of a real estate corporation as provided
in G.L. Ch. 56-S.7.
To guarantee loans and other obligations of any person, firm or
corporation, in which the Corporation has a financial interest.
-3-
<PAGE> 4
<TABLE>
The total capital stock to be authorized is as follows:
WITHOUT PAR VALUE WITH PAR VALUE
----------------- --------------
<CAPTION>
CLASS OF NUMBER OF NUMBER OF PAR VALUE AMOUNT
STOCK SHARES SHARES
------------------------------------------------------------------
<S> <C> <C> <C> <C>
Preferred None None None None
------------------------------------------------------------------
Common 7,500 None None None
------------------------------------------------------------------
</TABLE>
Restrictions, if any, imposed upon the transfer of shares:
Any stockholder, including the heirs, assigns, executors or
administrators of a deceased stockholder, desiring to sell or transfer
any stock owned by him or them, shall first offer it to the corporation
through the Board of Directors, in the manner following:
He shall notify the directors of his desire to sell or transfer by
notice in writing, which notice shall contain the price at which he is
willing to sell or transfer and the name of one arbitrator. The
Directors shall within thirty (30) days thereafter either accept the
offer, or by notice to him in writing name a second arbitrator, and
these two shall name a third. It shall then be the duty of the
arbitrators to ascertain the value of the stock, and if any arbitrator
shall neglect or refuse to appear at any meeting appointed by the
arbitrators, a majority may act in the absence of such arbitrator.
After the acceptance of the offer, or the report of the
arbitrators as to the value of the stock, the directors shall have
thirty days within which to purchase the same at such valuation, but if
at the expiration of thirty days, the corporation shall not have
exercised the rights so to purchase, the owner of the stock shall be at
liberty to dispose of the same in any manner he may see fit.
No shares of stock shall be sold or transferred on the books of
the corporation until these provisions have been complied with, but the
Board of Directors may in any particular instance waive the
requirement.
-4-
<PAGE> 5
A DESCRIPTION OF THE DIFFERENT CLASSES OF STOCK, IF THERE ARE TO
BE TWO OR MORE CLASSES, AND A STATEMENT OF THE TERMS ON WHICH THEY ARE
TO BE CREATED AND OF THE METHOD OF VOTING THEREON:
OTHER LAWFUL PROVISIONS, IF ANY, FOR THE CONDUCT AND REGULATION OF
THE BUSINESS OF THE CORPORATION, FOR ITS VOLUNTARY DISSOLUTION, OR FOR
LIMITING, DEFINING, OR REGULATING THE POWERS OF THE CORPORATION, OR OF
ITS DIRECTORS OR STOCKHOLDERS, OR OF ANY CLASS OF STOCKHOLDERS:
[IF SEVEN DAY'S NOTICE IS GIVEN, COMPLETE THE FOLLOWING PARAGRAPH.]
THE FIRST MEETING SHALL BE CALLED BY OF
[IF NOTICE IS WAIVED, FILL IN THE FOLLOWING PARAGRAPH.]
We hereby waive all requirements of the General Laws of
Massachusetts for notice of the first meeting of the incorporators for
the purpose of organization, and appoint the 18th day of January, 1965,
at 10:00 o'clock A.M., at Room 522, 80 Federal Street, Boston,
Massachusetts as the time and place for holding such first meeting.
<TABLE>
The names and residences of the incorporators and the amount of
stock subscribed for by each are as follows:
<CAPTION>
DOMICIL
NAME ACTUAL PLACE OR AMOUNT OF STOCK
FIRST NAME MUST BE RESIDENCE SUBSCRIBED FOR
WRITTEN IN FULL MUST BE GIVEN PREFERRED COMMON
<S> <C> <C> <C>
Sylvia M. Sherriff 28 Dow Avenue 0 0
Arlington, Mass.
Lida P. Underhill 56 South Russell Street 0 0
Boston, Mass.
Burton L. Williams 17 Dane Road 0 0
Lexington, Mass.
John M. Barnes, Jr. 15 Oak Street 0 0
Marblehead, Mass.
</TABLE>
-5-
<PAGE> 6
IN WITNESS WHEREOF we hereto sign our names, this 18th day of
January, 1965.
/s/
---------------------------------------
Sylvia M. Sherriff
/s/
---------------------------------------
Lida P. Underhill
/s/
---------------------------------------
Burton L. Williams
/s/
---------------------------------------
John M. Barnes, Jr.
And we further certify that:
The first meeting of the subscribers to said agreement was held on
the 18th day of January 1965.
<TABLE>
The amount of capital stock now to be issued is as follows:
<CAPTION>
------------------------------------------------------------------
NUMBER OF SHARES
CLASS OF STOCK WITHOUT PAR VALUE WITH PAR VALUE
------------------------------------------------------------------
<S> <C> <C>
Preferred 0 0
------------------------------------------------------------------
Common 95 0
------------------------------------------------------------------
</TABLE>
-6-
<PAGE> 7
<TABLE>
<CAPTION>
Preferred Common
------------------------------------------------------------------
<S> <C>
TO BE PAID FOR:
IN CASH:
In full 27
By installments
Amount of installment to be paid before commencing
business
IN PROPERTY:
REAL ESTATE
Location
Area
PERSONAL PROPERTY:
Accounts receivable
Notes receivable
Merchandise
Supplies
Securities 68
Machinery
Motor vehicles and trailers
Equipment and tools
Furniture and fixtures
patent rights
Trademarks
Copyrights
Goodwill
(1)IN SERVICES
(2)IN EXPENSES
------------------------------------------------------------------
<FN>
(1) No stock shall be at any time issued unless the cash, so far as
due, or the property, services or expenses for which it was
authorized to be issued, has been actually received or incurred
by, or conveyed or rendered to, the corporation, or is in its
possession as surplus; nor shall any note or evidence of
indebtedness, secured or unsecured, of any person to whom stock is
issued, be deemed to be payment therefor; and the president,
treasurer and directors shall be jointly and severally liable to
any stockholder of the corporation for actual damages caused to
him by such issue.
(2) SERVICES and EXPENSES: Services must have been rendered and
expenses incurred before stock is issued therefor. State clearly
the nature of such services or expenses and the amount of stock to
be issued therefor.
</TABLE>
-7-
<PAGE> 8
<TABLE>
The name, residence, and post office address of each of the
officers of the corporation is as follows:
<CAPTION>
DOMICIL POST OFFICE
NAME ACTUAL PLACE OF ADDRESS
RESIDENCE HOME OR
MUST BE GIVEN BUSINESS
<S> <C> <C>
PRESIDENT
Sylvia M. Sherriff 28 Dow Avenue Same
Arlington, Mass.
TREASURER
Matthew Lorber 60 Brattle Street Same
Cambridge, Mass.
CLERK
Burton L. Williams 17 Dane Road Same
Lexington, Mass.
DIRECTORS
Sylvia M. Sherriff 28 Dow Avenue Same
Arlington, Mass.
Lida P. Underhill 56 South Russell St. Same
Boston, Mass.
Burton L. Williams 17 Dane Road Same
Lexington, Mass.
John M. Barnes, Jr. 15 Oak St. Same
Marblehead, Mass.
</TABLE>
e. We, bring a majority of the directors of Analog Devices, Inc.
do hereby certify that the provisions of sections eight and nine of
Chapter 156 relative to the calling and holding of the first meeting of
the corporation, and the election of a temporary clerk the adoption of
by-laws and the election of officers have been complied with.
f. The final day of the corporation's fiscal year is October 31
and the date provided in the by-laws for the annual meeting is the
third Wednesday of November.
-8-
<PAGE> 9
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we hereto
sign our names this 18th day of January, 1965.
/s/ Sylvia M. Sheriff
-----------------------------------
Sylvia M. Sherriff
/s/ Lida P. Underhill
-----------------------------------
Lida P. Underhill
/s/ Burton L. Williams
-----------------------------------
Burton L. Williams
/s/ John M. Barnes, Jr.
-----------------------------------
John M. Barnes, Jr.
-9-
<PAGE> 10
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156, SECTION 10
=====================================
I hereby certify that, upon an examination of the within-written
articles of organization, duly submitted to me, it appears that the
provisions of the General Laws relative to the organization of
corporations have been complied with, and I hereby approve said
articles and cause them to be recorded and filed when validated.
/s/ Kevin H. White
Secretary of the Commonwealth
-10-
<PAGE> 11
THE COMMONWEALTH OF MASSACHUSETTS
Kevin H. White
Secretary of the Commonwealth
State House, Boston, Mass.
ISSUE OF CAPITAL STOCK
This certificate must be submitted to the Secretary of the Commonwealth
within thirty days after the date of the vote of the directors, in
accordance with General Laws, Chapter 156, Section 16.
The filing fee to accompany this Certificate is $25.00. Make check
payable to THE COMMONWEALTH OF MASSACHUSETTS.
----------------
We, Sylvia M. Sherriff, President, Matthew Lorber, Treasurer
Sylvia M. Sherriff, Lida P. Underhill, John M. Barnes, Jr. and
Burton L. Williams, being a majority of the directors of ANALOG
DEVICES, INC.
located at 221 Fifth Street, Cambridge, Massachusetts in compliance
with the provision of General Laws, Chapter 156, Section 16, do hereby
certify that at a meeting of the stockholders of the corporation held
on March 10, 1965 it was voted to issue five shares of Class A Common
and one hundred shares of Class B Common shares without par value of
its authorized capital stock, this amount being in addition to amounts
previously issued and the certificates therefor filed in the office of
the Secretary of the Commonwealth; and that
( None shares preferred
The total amount of capital stock ( None shares common
authorized is (7,500 common shares without
(3750a and 3750b) ( par value
( None shares preferred
The amount of capital stock ( None shares common
already issued for cash ( None shares without par
payable by installments is ( value
<PAGE> 12
($ None paid on preferred stock
The amount paid thereon is ($ None paid on common stock
($ None paid on shares without
$__________________ ( par value
( None shares preferred
The amount of fully paid stock( None shares common
already issued for cash is ( 27 common a shares without
( par value
( None shares preferred
for property is ( None shares common
( 68 common a shares without
par value
( None shares preferred
for services and expenses is ( None shares common
( None shares without
par value
We further certify that the amount of additional capital stock to be
issued for cash, property, services, or expenses is:
WITH PAR VALUE ( None shares preferred
$ ( None shares common
---------------
Amount of additional issue ( None shares preferred
WITHOUT PAR VALUE ( 105 shares common
------------------------------------------------------------------
<TABLE>
TO BE PAID FOR: PREFERRED COMMON
<CAPTION>
<S> <C>
IN CASH:
In full......................... 27
By installments.................
Amount of first installment.....
IN PROPERTY:
REAL ESTATE:
Location........................
Area............................
PERSONAL PROPERTY:
Accounts receivable.............
Notes receivable................
Merchandise.....................
Supplies........................
Securities...................... 78
</TABLE>
-2-
<PAGE> 13
Machinery.......................
Motor vehicles and trailers.....
Equipment and tools.............
Furniture and fixtures..........
Patent rights...................
Trademarks.....................
Copyrights......................
Goodwill........................
Stock Dividend .................
(Show Balance Sheet on Page 3)
(2)IN SERVICES.......................
(2)IN EXPENSES.......................
---------------------------------------------------------------
(1) No stock shall be at any time issued unless the cash, so far as
due, or the property, services or expenses for which it was
authorized to be issued, has been actually received or incurred
by, or conveyed or rendered to, the corporation, or is in its
possession as surplus; nor shall any note or evidence of
indebtedness, secured or unsecured, of any person to whom stock is
issued, be deemed to be payment therefor; and the president,
treasurer and directors shall be jointly and severally liable to
any stockholder of the corporation for actual damages caused to
him by such issue.
(2) SERVICES AND EXPENSES: Services must have been rendered and
expenses incurred before stock is issued therefor. State
clearly the nature of such services or expenses and the
amount of stock to be issued therefor.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names, this tenth day of March in the year 1965.
/s/ Sylvia M. Sherriff
--------------------------------
Sylvia M. Sherriff
/s/ Matthew Lorber
---------------------------------
Matthew Lorber
/s/ Lida P. Underhill
---------------------------------
Lida P. Underhill
-3-
<PAGE> 14
/s/ John M. Barnes, Jr.
---------------------------------
John M. Barnes, Jr.
/s/ Burton L. Williams
---------------------------------
Burton L. Williams
-4-
<PAGE> 15
THE COMMONWEALTH OF MASSACHUSETTS
ISSUE OF CAPITAL STOCK
GENERAL LAWS, CHAPTER 156, SECTION 16
I hereby and herewith approve and file the within certificate this
tenth day of March 1965.
/s/ Kevin H. White
Secretary of the Commonwealth
-5-
<PAGE> 16
THE COMMONWEALTH OF MASSACHUSETTS
DEPARTMENT OF CORPORATION AND TAXATION
240 State House, Boston 33, Mass.
ISSUE OF CAPITAL STOCK
This certificate must be submitted to the Commissioner of Corporation
and Taxation within thirty days after the date of the vote of the
directors, in accordance with General Laws, Chapter 156, Section 16.
The filing fee to accompany this Certificate is $25.00. Make check
payable to THE COMMONWEALTH OF MASSACHUSETTS.
----------------
We, MATTHEW LORBER, President, RAYMOND STATA, Treasurer
MATTHEW LORBER
RAYMOND STATA
SYLVIA M. SHERRIFF
being a majority of the directors of
ANALOG DEVICES, INC.
located at 221 Fifth Street, Cambridge, Massachusetts in compliance
with the provision of General Laws, Chapter 156, Section 16, do hereby
certify that at a meeting of the directors of the directors of the
corporation held on the twenty-fourth day of March, 1965 it was voted
to issue 7 Class A Common and dollars and 7 Class B Common shares
without par value of its authorized capital stock, this amount being in
addition to amounts previously issued and the certificates therefor
filed in the office of the Secretary of the Commonwealth; and that
( None shares preferred
The total amount of capital stock ( None shares common
authorized is (7,500 shares without
par value)
( None shares preferred
The amount of capital stock already( None shares common
issued for cash payable by ( None shares without par
installments is ( value
-6-
<PAGE> 17
($ None paid on preferred stock
The amount paid thereon is ($ None paid on common stock $
$ ($ None paid on shares without
--------------- ( par value
( None shares preferred
The amount of fully paid stock ( None shares common
already issued for cash is ( 54 common shares without
( par value
( None shares preferred
for property is ( None shares common
( 146 common shares without
par value
( None shares preferred
for services and expenses is ( None shares common
( None shares without
par value
We further certify that the amount of additional capital stock to be
issued for cash, property, services, or expenses is:
WITH PAR VALUE ( None shares preferred
( None
$ ( None shares common
---------------
Amount of additional issue (
( None shares preferred
WITHOUT PAR VALUE (
( 14 shares common
------------------------------------------------------------------
TO BE PAID FOR: PREFERRED COMMON
IN CASH:
In full..........................
By installments..................
Amount of first installment......
IN PROPERTY:
REAL ESTATE:
Location.........................
Area.............................
-7-
<PAGE> 18
PERSONAL PROPERTY:
Accounts receivable..............
Notes receivable.................
Merchandise......................
Supplies.........................
Securities.......................
Machinery........................
Motor vehicles and trailers......
Equipment and tools..............
Furniture and fixtures...........
Patent rights....................
Trademarks......................
Copyrights.......................
Goodwill.........................
Stock Dividend ..................
(Show Balance Sheet on Page 3)
(2)IN SERVICES for consulting services in
the amount of $5,185.32..... 14
(2)N EXPENSES.........................
----------------------------------------------------------------
(1) No stock shall be at any time issued unless the cash, so far as
due, or the property, services or expenses for which it was
authorized to be issued, has been actually received or incurred
by, or conveyed or rendered to, the corporation, or is in its
possession as surplus; nor shall any note or evidence of
indebtedness, secured or unsecured, of any person to whom stock is
issued, be deemed to be payment therefor; and the president,
treasurer and directors shall be jointly and severally liable to
any stockholder of the corporation for actual damages caused to
him by such issue.
(2) SERVICES AND EXPENSES: Services must have been rendered and
expenses incurred before stock is issued therefor. State
clearly the nature of such services or expenses and the
amount of stock to be issued therefor.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names, this twenty-fourth day of March in the year 1965.
/s/ Matthew Lorber
------------------------------------
Matthew Lorber
-8-
<PAGE> 19
/s/ Ray Stata
------------------------------------
Ray Stata
/s/ Sylvia M. Sherriff
------------------------------------
Sylvia M. Sherriff
THE COMMONWEALTH OF MASSACHUSETTS
WRITE NOTHING BELOW
Analog Devices, Inc.
-9-
<PAGE> 20
THE COMMONWEALTH OF MASSACHUSETTS
JOHN F. X. DAVOREN
SECRETARY OF THE COMMONWEALTH
STATE HOUSE, BOSTON, MASS.
RESTATED ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 74
This certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the date of the vote of
stockholders adopting the restated articles or organization. The fee
for filing this certificate is prescribed by General Laws, Chapter
156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
We, Matthew Lorber, President and J. Barry Morrissey, Assistant
clerk of
ANALOG DEVICES, INC.
located at 241 Binney Street, Cambridge, Massachusetts do hereby
certify that the following restatement of the articles of organization
of the corporation was duly adopted by unanimous consent on October 29,
1968, by vote of 170 shares of Class A Common out of 170 shares
outstanding, and 166 shares of Class B Common Stock out of 166 shares
outstanding being at least two-thirds of each class of stock
outstanding and entitled to vote and of each class of series of stock
adversely affected thereby:
1. The name by which the corporation shall be known is:
Analog Devices, Inc.
2. The purposes for which the corporation is formed are as
follows: To manufacture, produce, assemble, fabricate, import, lease,
purchase or otherwise acquire; to invest in, own, hold, use, license
the use of, install, handle, maintain, service or repair; to sell,
pledge, mortgage, exchange, export, distribute, lease, assign and
otherwise dispose of, and generally to trade and deal in and with, the
principal or agent, at wholesale, retail, on commission or otherwise,
electronic systems, equipment and components, and electrical and
electro-mechanical apparatus and equipment of all kinds and
descriptions, electronics, telecommunications, communications and
similar equipment of all descriptions, supplies, parts, equipment,
apparatus, machinery improvements, appliances, tools, and goods, wares,
merchandise,
<PAGE> 21
commodities, articles of commerce and property of every kind and
description, and any and all products, machinery, equipment and
supplies used or useful in connection therewith: and
To have and to exercise, without limitation, all of the powers granted
by Massachusetts law to business corporations, including those powers
set forth in section 9 of G.L., Ch. 156B, and in any amendment thereof
or addition thereto.
3. The total number of shares and par value, if any, of each class
of stock which the corporation is authorized to issue is as follows:
<TABLE>
WITHOUT PAR VALUE WITH PAR VALUE
<CAPTION>
---------------------------------------------------------------------
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
---------------------------------------------------------------------
<S> <C> <C> <C>
Preferred ----- ----- -----
--------------------------------------------------------
Common ----- 1,500,000 $.25
--------------------------------------------------------
</TABLE>
*4. If more than one class is authorized, a description of each of
the different classes of stock with, if any, the preferences, voting
powers, qualifications, special or relative rights or privileges as to
each class thereof and any series now established:
None.
*5. The restrictions, if any, imposed by the articles of
organization upon the transfer of shares of stock of any class are
as follows:
None.
*6. Other lawful provisions, if any, for the conduct and
regulation of the business and affairs of the corporation, for its
voluntary dissolution, or for limiting, defining, or regulating the
powers of the corporation, or of its directors or stockholders, or of
any class of stockholders:
See continuation sheet, items 6A through 6C.
-2-
<PAGE> 22
6A. INDEMNIFICATION.
The Corporation shall indemnify any and all of its directors or
officers or former directors or officers or any person who may have
served at its request as a director or officer of another corporation
(and his heirs or personal representatives) in which it owns shares of
capital stock or of which it is a creditor against expenses, including
the amount of any judgement, payment in settlement, and attorney's
fees, actually and reasonably incurred by them in connection with the
defense of any action, suit or proceeding in which they, or any of them
are made parties, or a party, by reason of being or having been
directors or officers or a director or officer of the Corporation, or
of such other corporation, except in relation to matters as to which
any such director or officer or former director or officer or person
shall be adjudged in such action, suit or proceeding (or by independent
counsel, if the matter is settled or compromised) not to have acted in
good faith in the performance of duty.
6B. STOCKHOLDERS' MEETINGS
Meetings of Stockholders of the Corporation may be held any where
in the United States.
6C. AMENDMENT OF BY-LAWS
The power to make, amend or repeal by-laws shall be in the
Stockholders, provided, however, that the by-laws may provide that the
directors may make, amend or repeal the by-laws in whole or in part,
except with respect to any provisions thereof which according to law,
the Articles of Organization or by-laws requires action by the
Stockholders.
*We further certify that the foregoing restated articles of
organization effect no amendments to the articles or organization of
the corporation as heretofore amended, except amendments to the
following articles 2, 3, 4, 5 and 6. (*If there are no such amendments,
state "None".)
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this 30th day of October, in the year 1968.
/s/ Matthew Lorber President
-------------------------------------------
/s/ Barry Morrissey Assistant Clerk
-------------------------------------------
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<PAGE> 23
THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B, Section 74)
I hereby approve the within restated articles
of organization and the filing fee in the amount of
$850.00 having been paid, said articles are deemed
to have been filed with me this 31st day of
October, 1968.
/s/ John T. X. Davoren
Secretary of the Commonwealth
State House, Boston, Mass.
Return to: J. Barry Morrissey, Esq.
Hale and Dorr
60 State Street
Boston, Massachusetts
-4-
<PAGE> 24
THE COMMONWEALTH OF MASSACHUSETTS
JOHN F.X. DAVOREN
Secretary of the Commonwealth
STATE HOUSE, BOSTON, MASS.
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the date of the vote of
stockholders adopting the amendment. The fee for filing this
certificate is prescribed by General Laws, Chapter 156B, Section
114. Make check payable to the Commonwealth of Massachusetts.
---------------
We, Emil B. Rechsteiner, President and Paul P. Brountas,
clerk of
ANALOG DEVICES, INC.
located at 241 Binney Street, Cambridge, Massachusetts do hereby
certify that the following amendment to the articles of
organization of the corporation was duly adopted at a meeting held
on January 24, 1969, by vote of 766,278 shares of
Common Stock out of 791,556 shares outstanding,
CROSS OUT being at least two-thirds of each class outstanding
INAPPLICABLE and entitled to vote thereon and of each class or
CLAUSE series of stock whose rights are adversely affected
thereby:
See continuation sheets 2A, 2B and 2C hereto.
<PAGE> 25
FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:
(_________ shares preferred) with
(1,500,000 shares common ) par
The total amount of capital ( ) value
stock already authorized is
(_________ shares preferred) without
(_________ shares common ) par
( ) value
( 500,000 shares preferred) with
(1,500,000 shares common ) par
The amount of additional ( ) value
capital stock authorized is
(_________ shares preferred) without
(_________ shares common ) par
( ) value
<TABLE>
VOTED: To amend the Articles of Organization of this corporation,
as amended, by (1) increasing the authorized Common Stock, $.25 par
value, of the corporation by 1,500,000 shares, (2) authorizing a new
class of Preferred Stock of 500,000 shares, $1.00 par value, and (3)
reducing the par value per share of the Common Stock of the
corporation from $.25 to $.16 2/3 par value per share, so that after
the effective date of this amendment the total number of shares of
capital stock which the corporation shall have authority to issue
shall be as follows:
<CAPTION>
Class of Stock Number of Shares Par Value Per Share
-------------- ---------------- -------------------
<S> <C> <C>
Preferred Stock 500,000 $1.00
Common Stock 3,000,000 .16 2/3
</TABLE>
-2-
<PAGE> 26
FURTHER
VOTED: To further amend the Articles of Organization of this
corporation, as amended, by amending Section 4 of said Articles of
Organization to read as follows:
"4. If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting
powers, qualifications, special or relative rights or privileges as to
each class thereof and any series now established:
Rights, Preferences, Limitations and Restrictions on Capital
Stock.
The following is a statement of the designations and the powers,
preferences and rights and the qualifications, limitations or
restrictions thereof, in respect of the authorized capital stock of
the corporation.
A. Issuance in Series.
The Preferred Stock may be issued in one or more series at such
time or times and for such consideration or considerations as the
Board of Directors may determine. Each series shall be so designated
as to distinguish the shares thereof from the shares of all other
series and classes. Except as to the relative rights and preferences
referred to in paragraph B below, in respect of any or all of which
there may be variations between different series, all shares of
Preferred Stock shall be identical. Different series of Preferred
Stock shall not be construed to constitute different classes of shares
for the purpose of voting by classes.
B. Authority to Establish Variations Between Series.
The Board of Directors is expressly authorized, subject to the
limitations prescribed by law and the provisions of these Articles of
Organization, to provide by adopting a vote or votes, a certificate of
which shall be filed in accordance with the Business Corporation Law
of the Commonwealth of Massachusetts for the issue of the Preferred
Stock in one or more series, each with such designations, preferences
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof as shall be stated
in the vote or votes creating such series. The authority of the Board
of Directors with respect to each such series shall include without
limitation of the foregoing the right to determine and fix:
(1) the distinctive designation of such series and the number of
shares to constitute such series;
-3-
<PAGE> 27
(2) The rate at which dividends on the shares of such series
shall be declared and paid, or set aside for payment, whether
dividends at the rate so determined shall be cumulative, and whether
the shares of such series shall be entitled to any participating or
other dividends in addition to dividends at the rate so determined,
and if so on what terms;
(3) The right, if any, of the corporation to redeem shares of the
particular series and, if redeemable, the price, terms and manner of
such redemption;
(4) The special and relative rights and references, if any, and
the amount of amounts per share, which the shares of such series shall
be entitled to receive upon any voluntary or involuntary liquidation,
dissolution or winding up of the corporation;
(5) the terms and conditions, if any, upon which shares of such
series shall be convertible into, or exchangeable for, shares of stock
of any other class or exchangeable for, shares of stock of any other
class or classes, including the price or prices or the rate or rates
of conversion or exchange and the terms of adjustment, if any;
(6) The obligation, if any, of the corporation to retire or
purchase shares of such series pursuant to a sinking fund or fund of a
similar nature or otherwise, and the terms and conditions of such
obligations;
(7) Voting rights, if any, provided that the shares of all series
with voting rights shall not have more than one vote per share;
(8) limitations, if any, on the issuance of additional shares of
such series or any shares of any other series of Preferred Stock; and
(9) Such other preferences or restrictions or qualifications
thereof as the Board of Directors may deem advisable and are not
inconsistent with law and the provisions of these Articles.
C. Statement of Limitations, Relative Rights and Powers in
Respect of Shares of Common Stock.
(1) After the requirements with respect to preferential dividends
on the Preferred Stock (fixed in accordance with the provisions of
paragraph 5 above) shall have been met and after the
-4-
<PAGE> 28
corporation shall have complied with all the requirements, if any,
with respect to the setting aside of sums as sinking funds or
redemption or purchase accounts (fixed in accordance with the
provisions of said paragraph B), then and not otherwise the holders of
Common Stock shall be entitled to receive such dividends as may be
declared from time to time by the Board of Directors.
(2) After distribution in full of the preferential amount (fixed
in accordance with the provisions of said paragraph B) to be
distributed to the holders of Preferred Stock in the event of
voluntary or involuntary liquidation, distribution or sale of assets,
dissolution or winding up of this corporation, the holders of the
Common Stock shall be entitled to receive all the remaining assets of
this corporation, tangible and intangible, of whatever kind available
for distribution to the stockholders ratably in proportion to the
number of shares of Common Stock held by them respectively.
(3) Except as may otherwise be required by law or the provisions
of these Articles, or by the Board of Directors pursuant to authority
granted in these Articles, each holder of Common Stock shall have one
vote in respect of each share of stock held by him in all matters
voted upon by the stockholders.
D. Denial of Preemptive rights.
No holder of shares of the Common Stock or of the Preferred Stock
shall be entitled as such, as a matter of right, to subscribe for or
purchase any part of any new or additional issue of stock of any class
whatsoever of the corporation, or of securities convertible into stock
of any class, whether now or hereafter authorized, or whether issued
for cash or other consideration or by way of dividend."
The foregoing amendment will become effective when these articles
of amendment are filed in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such
filing, in which event the amendment will become effective on such
later date.
-5-
<PAGE> 29
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have
hereto signed our names this 24th day of January, in the year
1969.
/s/ Emil B. Rechsteiner President
-----------------------
/s/ Paul P. Brountas Clerk
-----------------------
-6-
<PAGE> 30
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment and,
the filing fee in the amount of $1,025.00 having been paid,
said articles are deemed to have been filed with me this 24th
day of January, 1969.
/s/ John F.X. Davoren
Secretary of the Commonwealth
State House, Boston, Mass.
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO: Paul P. Brountas, Esq.
c/o Hale and Dorr
60 State Street
Boston, Massachusetts 02109
Copy mailed 1-28-69
-7-
<PAGE> 31
THE COMMONWEALTH OF MASSACHUSETTS
Secretary of the Commonwealth
State House, Boston, Mass.
ARTICLES OF
MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
Pursuant to General Laws, Chapter 156B, SECTION 82
This certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the meeting of the board of
directors at which the merger is voted. The fee for filing this
certificate is prescribed by General laws, Chapter 156B, Section 114.
Make check payable to the Commonwealth of Massachusetts.
We, Ray S. Stata and Paul P. Brountas, President and Clerk of
Analog Devices, Inc. organized under the laws of Massachusetts and
herein called the parent corporation, do hereby certify as follows:
1. That the subsidiary corporation(s) to be merged into the
parent corporations is as follows:
State of Date of
Name Organization Organization
Resistor Products, Inc. Massachusetts 12/4/72
2. That the parent corporation owns at least ninety percent of
the outstanding shares of each class of the stock of each subsidiary
corporation to be merged into the parent corporation.
3. That at a meeting of the directors of the parent corporation
held on January 26, 1973, the following vote pursuant to subsection (a)
of General Laws, Chapter 156B, Section 62, was duly adopted:
VOTED: That Resistor Products, Inc., a wholly owned
subsidiary of this corporation, be merged with and
into this corporation and that following such
merger, this corporation shall be the surviving
corporation.
<PAGE> 32
FURTHER
VOTED: That the effective date of such merger shall be
February 5, 1973 and on that date all of the
property, real, personal and mixed, and the rights,
privileges and franchises of said Resistor
Products, Inc., subject, however, to all of the
liabilities and obligations (including taxes) of
Resistor Products, Inc. and the rights of creditors
and Resistor Products, Inc., for which this
corporation shall be liable in the same manner and
to the same extent as if it had itself incurred
such liabilities and obligations.
FURTHER
VOTED: That the President and Clerk of this Corporation,
and each of them acting singly, be and hereby is
authorized to execute and deliver, in the name and
on behalf of this corporation, any and all
documents and instruments required, or incidental,
to effectuate and implement the merger of Resistor
Products, Inc. into this corporation in such form
as the officer so acting may deem necessary and
advisable.
4. The effective date of the merger as specified in the
vote set out under Paragraph 4 is February 5, 1973.
IN WITNESS WHEREOF and the penalties of perjury we have
hereto signed our names this 1st day of February, 1973.
/s/ Ray Stata President
---------------------
Ray S. Stata
/s/ Paul P. Brountas Clerk
---------------------
Paul P. Brountas
-2-
<PAGE> 33
COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws, Chapter 156B, Section 82)
I hereby approve the within articles of merger of parent and
subsidiary corporation and, the filing fee in the amount of $100.00
having been paid, said articles are deemed to have been filed with me
this 5th day of February, 1973.
/s/ John F.X. Davoren
---------------------------------
Secretary of the Commonwealth
State House, Boston, Mass.
Atty John E. Ryan
Hale and Dorr
28 State St.
Boston, Mass. 02109
February 14, 1973
-3-
<PAGE> 34
THE COMMONWEALTH OF MASSACHUSETTS
Secretary of the Commonwealth
State House Boston, Mass.
ARTICLES OF
MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 82
This certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the meeting of the board of
directors at which the merger is voted. The fee for filing this
certificate is prescribed by General Laws Chapter 156B, Section 114.
Make check payable to the Commonwealth of Massachusetts.
We, Ray Stata and Paul P. Brountas President and Clerk of
Analog Devices, Inc. organized under the laws of Massachusetts and
herein called the parent corporation, do hereby certify as
follows:
1. That the subsidiary corporation to be merged into the
parent corporations is as follows:
State of Date of
Name Organization Organization
Nova Devices, Inc. Delaware 9/17/69
2. That the parent corporation owns at least ninety per cent of
the outstanding shares of each class of the stock of each subsidiary
corporation to be merged into the parent corporation.
3. That in the case of each of the above-named corporations the
laws of the state of its organization, if other than Massachusetts,
permit the merger herein provided for and that all action required
under the laws of each such state in connection with this merger has
been duly taken. (If all the corporations are organized under the laws
of Massachusetts and if General Laws, Chapter 156B is applicable to
them, then Paragraph 3 may be deleted.)
<PAGE> 35
4. That by unanimous written consent of the directors of the
parent corporation executed on October 23, 1973, the following vote
pursuant to subsection (a) of General Laws, Chapter 156B Section 82,
was duly adopted:
VOTED: That Nova Devices, Inc., a wholly owned subsidiary
of this corporation, be merged with and into this corporation and
that following such merger, this corporation shall be the
surviving corporation; and
FURTHER
VOTED: That the effective date of such merger shall be November 5,
1973 and on that date all of the property, real, personal and mixed,
and the rights, privileges and franchises of Nova Devices, Inc. shall
vest in and be held by this corporation, as the same were held and
owned by Nova Devices, Inc., subject, however, to all of the
liabilities and obligations (including taxes) of Nova Devices, Inc.,
for which this corporation shall be liable in the same manner and to
the same extent as if it had itself incurred such liabilities and
obligations; and
FURTHER
VOTED: That the President and Clerk of this corporation, and each
of them acting singly, be and hereby is authorized to execute and
deliver, in the name and on behalf of this corporation, any and all
documents and instruments required, or incidental, to effectuate and
implement the merger of Nova Devices, Inc. into this corporation in
such form as the officer so acting may deem necessary and advisable.
5. The effective date of the merger as specified in the vote
set out under Paragraph 4 is November 5, 1973.
-2-
<PAGE> 36
IN WITNESS WHEREOF and the penalties of perjury we have hereto
signed our names this 23rd day of October, 1973.
/s/ Ray Stata President
--------------------
/s/ Paul P. Brountas Clerk
--------------------
COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND
SUBSIDIARY CORPORATIONS
(General Laws, Chapter 156B, Section 82)
I hereby approve the within articles of merger of parent and
subsidiary corporations and the filing fee in the amount of $100.00
having been paid, said articles are deemed to have been filed with me
this 2nd day of November, 1973.
/s/ John F.X. Davoren
Secretary of the Commonwealth
State House, Boston, Mass.
Atty John E. Ryan
Hale and Dorr
28 State Street
Boston, Mass. 02109
-3-
<PAGE> 37
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of State
FEDERAL IDENTIFICATION
NO.
------------------
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
We, Ray Stata, President, and Paul P. Brountas, Clerk of
ANALOG DEVICES, INC.
located at Route 1 Industrial Park, Norwood, MA do hereby certify that the
following amendment to the articles or organization of the corporation was duly
adopted at a meeting held on March 13, 1979, by vote of 1,703,461 shares of
Common Stock out
of 2,373,186 shares outstanding, being at least a majority of each class
outstanding and entitled to vote thereon.
FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:
The total amount of 500,000 shares preferred)
capital stock already )with par value
authorized is 3,000,000 shares common)
___________ shares preferred)
)without par value
__________ shares common)
<PAGE> 38
The amount of __________ shares preferred)
additional stock )with par value
authorized is 7,000,000 shares common )
__________ shares preferred)
) without par value
__________ shares common )
VOTED: To amend the Articles of Organization of the corporation, as
amended, to increase the authorized Common Stock, $.16 2/3 par
value per share, of the corporation from 3,000,000 shares to
10,000,000 shares, so that after the effective date of such
amendment the total number of authorized shares of Common Stock,
$.16 2/3 par value per share, of the corporation shall be
10,000,000 shares.
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B of The General Laws unless
these articles specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this thirteenth (13th) day of March, in the year 1979.
/s/ Ray Stata President
- -------------
/s/ Paul P. Brountas Clerk
--------------------------
-2-
<PAGE> 39
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment and, the filing fee
in the amount of $3,500.00 having been paid, said articles are deemed
to have been filed with me this 20th day of March, 1979.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF AMENDMENT TO BE SENT
TO: Mark G. Borden
Hale and Dorr
60 State Street
Boston, MA 02109
Telephone: 742-9100
Copy mailed March ___, 1981
-3-
<PAGE> 40
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of the Commonwealth
STATE HOUSE, BOSTON, MASS.
FEDERAL IDENTIFICATION
NO.
------------------
CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING
A SERIES OF A CLASS OF STOCK
General Laws, Chapter 156B, Section 26
The filing fee to accompany this certificate is $50.00. Make check payable
to the Commonwealth of Massachusetts.
----------------
We, Ray Stata, President and Paul P. Brountas, Clerk of
ANALOG DEVICES, INC.
located at Route 1 Industrial Park, Norwood, MA 02062 do hereby certify that at
a meeting of the directors of the corporation held on September 11, 1980, the
following vote establishing and designating a series of a class of stock and
determining the relative rights and preferences thereof was duly adopted.
<PAGE> 41
ANALOG DEVICES, INC.
Votes of Board of Directors
Creating Series A Convertible Preferred Stock
VOTED: That pursuant to authority expressly vested in the Board of Directors
of the Corporation by Article 4 of the Articles of Organization of the
Corporation, as amended, the Board of Directors hereby authorizes the
issuance of a series of Preferred Stock, $1.00 par value per share, of
the Corporation, consisting of 10,000 shares and designated as "Series
A Convertible Preferred Stock" of the Corporation; and
FURTHER
VOTED: That the relative rights, preferences, powers, qualifications,
limitations and restrictions of the Series A Convertible Preferred
Stock (hereinafter referred to as the "Series A Stock") authorized to
be issued pursuant to the foregoing vote shall be as follows:
1. Dividends. In each fiscal year of the Corporation holders of
shares of Series A Stock shall be entitled to receive, before any cash
dividends shall be declared and paid upon or set aside for the Common
stock in such fiscal year, when and as declared by the Board of
Directors of the Corporation, out of funds legally available for that
purpose, dividends payable in cash in an amount per share for such
fiscal year at least equal to the per share amount, if any, of any
cash dividend for the Common Stock during such fiscal year. All
dividends declared upon Series A Stock shall be declared pro rata per
share.
2. Liquidation, Dissolution or Winding Up. In the event of any
liquidation, dissolution or winding up of the Corporation, the holders
of shares of Series A Stock then outstanding shall, unless they elect
to convert their Series A Stock into Common Stock as set forth in
Section 4(d) hereof, be entitled to be paid out of the assets of the
Corporation available for distribution to its stockholders, whether
from capital, surplus or earnings, before any payment shall be made to
the holders of any stock ranking on liquidation junior to the Series A
Stock (with respect to rights on liquidation, dissolution or winding
up, the Series A
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<PAGE> 42
Stock shall rank prior to the Common Stock) an amount equal to One
Thousand Dollars ($1,000) per share. If upon any liquidation,
dissolution or winding up of the Corporation the assets of the
Corporation available for the distribution to its stockholders shall
be insufficient to pay the holders of shares of Series A Stock the
full amounts to which they respectively shall be entitled, the holders
of shares of Series A Stock and any class of stock ranking on
liquidation on a parity with the Series A Stock shall share ratably in
any distribution of assets according to the respective amounts which
would be payable in respect of the shares held by them upon such
distribution if all amounts payable on or with respect to said shares
were paid in full. The merger or consolidation of the Corporation into
or with another corporation, the merger or consolidation of any other
corporation into or with the Corporation, or the sale, transfer,
mortgage, pledge or lease of all or substantially all the assets of
the Corporation shall not be deemed to be a liquidation, dissolution
or winding up of the Corporation.
3. Voting. The shares of Series A Stock shall have no voting rights
or power and the holders of such shares shall not be entitled to vote
such shares upon or in respect of any matter submitted to stockholders
for vote or action, except (a) as otherwise required by law and (b)
that the affirmative vote or consent of the holders of sixty-six and
two-thirds percent (66-2/3%) of the shares of outstanding Series A
Stock shall be required to authorize any issuance of Common Stock or
securities convertible into shares of Common Stock by the Corporation
in a transaction or series of related transactions designed to
increase the Corporation's equity ownership in an entity (or the
assets of an entity) in which the Corporation's initial investment was
funded with the proceeds of the sale of shares of Series A Stock and
such issuance increases the number of outstanding shares of Common
Stock on a fully converted basis (treating as outstanding for this
purpose all common stock equivalents determined in accordance with
generally accepted accounting principles) by two percent (2%) or more.
If any matter is to be submitted to the vote or consent of the holders
of Series A Stock pursuant to the provisions of this Section 3, the
Corporation shall provide such holders with not less than ten (10)
days' prior written notice thereof and each share of Series A Stock
shall be entitled to one vote (in person or by proxy) with respect to
such
-3-
<PAGE> 43
matter, voting in the manner provided for in the By-laws of the
Corporation.
4. Conversion.
(a) Shares of Series A Stock may be converted, at the
option of the holder thereof, in the manner hereinafter provided, into
fully paid and non-assessable shares of Common Stock of the
Corporation, at any time during the one-year period (the "Conversion
Period") commencing (i) on the day ("Conversion Date") which is five
(5) years from the date of issue of such shares of Series A Stock by
the Corporation ("Issue Date") and ending (ii) on the day ("Expiration
Date") which is six (6) years from the Issue Date of such shares of
Series A Stock. If any holder of such shares does not elect to convert
such shares at any time during the Conversion Period, such shares
shall automatically, without any action on the part of the holder
thereof, be converted into shares of Common Stock of the Corporation
on the Expiration Date for such shares of Series A Stock. The Series A
Stock shall be converted into Common Stock of the Corporation during
the Conversion Period, whether such conversion is voluntary or
involuntary, by the Corporation's issuance of that number of shares of
Common Stock determined by multiplying the number of shares of Series
A Stock then being converted by a fraction of which the numerator
shall be $2,000 and the denominator shall be the greater of (x) the
fair market value per share of Common Stock on the Conversion Date or
(y) one and one-half (1-1/2) times the book value per share of Common
Stock, as such book value per share is shown on the balance sheet of
the Corporation as of the end of the fiscal quarter immediately
preceding the Conversion Date. For the purpose hereof, "fair market
value per share" shall mean the average closing price per share of the
Common stock of the Corporation on the New York Stock Exchange
Composite Tape for the sixty (60) day period ending ten (10) days
prior to the Conversion Date; provided, however, that if the Common
Stock of the Corporation is not then listed on the New York Stock
Exchange such fair market value shall be the average of the mean
between the closing bid and asked prices of the Common Stock of the
Corporation for such 60-day period in the over-the-counter market or,
if such shares are not then traded in the over-the-counter market or
any other national securities exchange, such fair market value shall
be determined by the Board of Directors of the Corporation.
-4-
<PAGE> 44
(b) In case of any consolidation of the corporation with, or
merger of the Corporation into, another corporation (other than a
consolidation or merger in which the Corporation is the continuing
corporation) or in case of any sale or conveyance to another
corporation of the assets of the Corporation as an entirety or
substantially as an entirety, which shall occur while any shares of
Series A Stock are outstanding, each share of Series A Stock shall
automatically, without any action on the part of the holder thereof,
be converted into Common Stock, immediately prior to or
contemporaneously with such consolidation, merger, sale or conveyance,
and the holders of Series A Stock shall thereafter be entitled to
receive, together with all other holders of Common Stock, the kind and
amount of shares of stock and other securities and property receivable
upon such consolidation, merger, sale or conveyance by the holders of
Common Stock. The conversion of Series A Stock for purposes of this
paragraph (b) shall be effected by the Corporation's issuance of that
number of shares of Common Stock determined by multiplying the number
of shares of Series A Stock then being converted by a fraction of
which the numerator shall be the sum of $1,000 plus the product of (x)
$16.66 2/3 multiplied by (y) the number of months (but not in excess
of sixty (60) months in the aggregate) which elapse during the period
commencing with the Issue Date and ending as of the end of the month
immediately preceding the date of such consolidation, merger, sale or
conveyance, and the denominator shall be the average closing price per
share of the Common Stock of the Corporation on the New York Stock
Exchange Composite Tape for the sixty (60) day period ending thirty
(30) days prior to the date that the Corporation shall have first
publicly announced the proposed consolidation, merger, sale or
conveyance; provided, however, that if the Common Stock of the
Corporation is not then listed on the New York Stock Exchange, such
per share price shall be determined, on the basis of such 60-day
period, as set forth in Section 4(a) hereof.
(c) In case any person shall make a tender offer to purchase at
least fifty-one percent (51%) of the then outstanding shares of Common
Stock of the Corporation ("Tender Offer") at any time while Series A
Stock is outstanding, each holder of shares of Series A Stock shall
have the right, at his election, to convert such shares into Common
Stock of the Corporation during the period commencing with the first
public announcement of
-5-
<PAGE> 45
the Tender Offer ("Offer Date") and ending on the date of expiration
of the Tender Offer. If any holder elects to so convert his Series A
Stock pursuant to this paragraph (c), the conversion shall be effected
by the Corporation's issuance of that number of shares of Common Stock
determined by multiplying the number of shares of Series A Stock then
being converted by a fraction of which the numerator shall be the sum
of $1,000 plus the product of (x) $16.66 2/3 multiplied by (y) the
number of months (but not in excess of sixty (60) months in the
aggregate) which elapse during the period commencing with the Issue
Date and ending as of the end of the month immediately preceding the
Offer Date, and the denominator shall be the average closing price per
share of the Common Stock of the Corporation on the new York Stock
Exchange Composite Tape for the sixty (60) day period ending thirty
(30) days prior to the Offer Date; provided, however, that if the
Common Stock of the Corporation is not then listed on the New York
Stock Exchange, such per share price shall be determined, on the basis
of such 60-day period, as set forth in Section 4(a) hereof.
(d) In case of any liquidation, dissolution or winding up of the
Corporation ("liquidation"), whether voluntary or involuntary, in lieu
of the right to receive the payments specified in Section 2 hereof,
the holders of shares of Series A Stock then outstanding shall have
the right to convert the Series A Stock into Common Stock, up to and
until the close of business on the full business day next preceding
the date fixed for the liquidation of the Corporation, the conversion
thereof to be effected by the Corporation's issuance of that number of
shares of Common Stock of the Corporation determined by multiplying
the number of shares of Series A Stock then being converted by a
fraction of which the numerator shall be the sum of $1,000 plus the
product of (x) $16.66 2/3 multiplied by (y) the number of months (but
not in excess of 60 months in the aggregate) which elapse during the
period commencing with the Issue Date and ending as of the end of the
month immediately preceding the date of such liquidation, and the
denominator shall be the amount (or value if other than cash) per
share of Common Stock to be distributed to the holders of Common Stock
in liquidation of the Corporation.
(e) The Corporation shall not issue fractions of shares of
Common Stock upon conversion of Series A Stock or scrip in lieu
thereof. If any fraction of a share of
-6-
<PAGE> 46
Common Stock would, except for the provisions of this paragraph (e),
be issuable upon conversion of Series A Stock, the Corporation shall
in lieu thereof pay to the person entitled thereto an amount in cash
equal to the current value of such fraction, calculated to the nearest
one-thousandth (1/1000) of a share, to be computed (i) if the Common
Stock is listed on any national securities exchange on the basis of
the last sales price of the Common Stock on such exchange (or the
quoted closing bid price if there shall have been no sales) on the
Conversion Date (or Merger Date, Offer Date or date of liquidation, as
the case may be), or (ii) if the Common Stock shall not be so listed,
on the basis of the mean between the closing bid and asked prices for
the Common Stock on the Conversion Date (or Merger Date, Offer Date or
date of liquidation, as the case may be) as reported by NASDAQ, or its
successor, and if there are no such closing bid and asked prices, on
the basis of the fair market value per share as determined by the
Board of Directors of the Corporation.
(f) In order to exercise the conversion privilege, the holder of
any Series A Stock to be converted shall surrender his or its
certificate or certificates therefor to the principal office of the
transfer agent for the Series A Stock (or if no transfer agent be at
the time appointed, then to the Corporation at its principal office),
and shall give written notice to the Corporation at such office that
the holder elects to convert the Series A Stock represented by such
certificates. Such notice shall also state the name or names (with
address) in which the certificate or certificates for shares of Common
Stock which shall be issuable on such conversion shall be issued. As
soon as practicable after receipt of such notice and the surrender of
the certificate or certificates for Series A Stock as aforesaid, the
Corporation shall cause to be issued and delivered at such office to
such holder, or on his or its written order, a certificate or
certificates for the number of full shares of Common Stock issuable on
such conversion in accordance with the provisions hereof and cash as
provided in paragraph (e) hereof in respect of any fraction of a share
of Common Stock otherwise issuable upon such conversion.
(g) On the date that any conversion takes effect hereunder, all
shares of Series A Stock then to be converted shall cease to have any
rights with respect to such stock, and the sole rights of the holders
of such stock shall be with respect to the Common Stock into
-7-
<PAGE> 47
which such shares have been so converted. Each holder of an
outstanding certificate of Series A Stock which, prior to conversion
represented shares of Series A Stock, shall be entitled to receive
therefor, on and after the date that any such conversion takes effect,
a certificate or certificates representing the number of shares of
Common Stock into which such shares shall have been converted, upon
surrender of such certificate or certificates to such agent or agents
as may be appointed by the Corporation. If so required by the
Corporation, certificates surrendered for conversion shall be endorsed
or accompanied by a written instrument or instruments of transfer in
form satisfactory to the Corporation, duly executed by the registered
holder or by his attorney duly authorized in writing. All certificates
evidencing shares of Series A Stock which are required to be
surrendered for conversion in accordance with the provisions hereof
shall, from and after the date such certificates are so required to be
surrendered, be deemed to have been retired and cancelled and the
shares of Series A Stock represented thereby converted into Common
Stock for all purposes, notwithstanding the failure of the owner or
owners thereof to surrender such certificates on or prior to said
date.
(h) In case:
(i) of any consolidation or merger to which the Corporation
is a party and for which approval of any stockholders of the
Corporation is required, or of the sale or transfer of all or
substantially all of the assets of the Corporation; or
(ii) of the involuntary or voluntary dissolution,
liquidation or winding up of the Corporation;
then the Corporation shall cause to be filed at the office of the
transfer agent of the Series A Stock and shall cause to be mailed to
the holders of the Series A Stock, at their last addresses as they
shall appear upon the record of such transfer agent at least twenty
(20) days before the date specified herein below, a notice stating the
date on which such consolidation, merger, sale, transfer, dissolution,
liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their shares of Common Stock for
securities or other property
-8-
<PAGE> 48
deliverable upon such consolidation, merger, sale, transfer,
dissolution, liquidation or winding up.
(i) The Corporation shall use its best efforts, at all times
when the Series A Stock shall be outstanding, to reserve and keep
available out of its authorized but unissued stock, for the purpose of
effecting the conversion of the Series A Stock, such number of its
duly authorized shares of Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding Series A Stock.
Before taking any action which would cause an adjustment reducing the
conversion price below the then par value of the shares of Common
Stock issuable upon conversion of the Series A Stock, the Corporation
will take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Corporation may validly and
legally issue fully paid and non-assessable shares of such Common
Stock at such adjusted conversion price.
(j) Upon any such conversion, no adjustment shall be made for
accrued and unpaid dividends on the Series A Stock surrendered for
conversion or on the Common Stock delivered.
(k) All shares of Series A Stock which shall have been
surrendered for conversion as herein provided shall no longer be
deemed to be outstanding and all rights with respect to such shares,
including the rights, if any, to receive notices and to vote, shall
forthwith cease and terminate except only the right of the holders
thereof to receive Common Stock in exchange therefor. Any shares of
Series A Stock so converted shall be retired and cancelled and shall
not be reissued, and the Corporation may from time to time take such
appropriate action as may be necessary to reduce the authorized Series
Stock accordingly.
5. Definitions. The term "Common Stock" shall be deemed to refer
to the Common Stock, $.16 2/3 par value per share, authorized by the
Articles of Organization of the Corporation, as amended and in effect
on the date hereof, and to any additional share of stock of any class
of the Corporation other than preferred stock with a fixed limit on
dividends and a fixed amount payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation.
-9-
<PAGE> 49
FURTHER
VOTED: That the President or any Vice Present and the Clerk or an Assistant
Clerk be and hereby are authorized to execute, on behalf of the
Corporation and under its corporate seal, a certificate setting forth
a copy of the foregoing votes, and to cause such certificate to be
filed with Secretary of State of the Commonwealth of Massachusetts all
in accordance with the provisions of the Business Corporation Law of
the Commonwealth of Massachusetts.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 14th day of October in the year 1980.
/s/ Ray Stata President
- ------------------------------,
/s/ Paul P. Brountas Clerk
- ------------------------------,
-10-
<PAGE> 50
THE COMMONWEALTH OF MASSACHUSETTS
CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING
A SERIES OF A CLASS OF STOCK
(General Laws, Chapter 156B, Section 26)
I hereby approve the within certificate and, the
filing fee in the amount of $50.00
having been paid, said certificate is hereby filed this 16th of October, 1980.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of the Commonwealth
of Massachusetts
State House, Boston, Mass.
TO BE FILED IN BY CORPORATION
PHOTOCOPY OF CERTIFICATE TO BE SENT
TO:
Paul Brountas
Hale and Dorr
60 State Street
Boston, MA 02109
Copy Mailed Oct. 20, 1980
-11-
<PAGE> 51
ISSUE OF CAPITAL STOCK
GENERAL LAWS, CHAPTER 156, SECTION 16
Filed in the office of the Secretary of the Commonwealth
Kevin H. White
----------------
I hereby approve the within certificate, this 6th day of April,
1965
/s/ Kevin H. White
Secretary of State
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of State
FEDERAL IDENTIFICATION
NO.
------------------
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
We, Ray Stata , President and
Paul P. Brountas , Clerk of
Analog Devices, Inc.
located at Route 1 Industrial Park, Norwood, MA do hereby certify that the
following amendment to the articles or organization of the corporation was duly
adopted at a meeting held on March 10, 1981, by vote of 4,625,863 shares of
Common Stock out of 6,850,507
<PAGE> 52
shares outstanding, being at least a majority of each class outstanding and
entitled to vote thereon.
See Vote on Page 3
-2-
<PAGE> 53
FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:
( 500,000 shares preferred) with
(10,000,000 shares common ) par
The total amount of capital ( ) value
stock already authorized is ( shares preferred) without
----------
( shares common ) par
----------
( ) value
( shares preferred) with
----------
(20,000,000 shares common ) par
The amount of additional ( ) value
capital stock authorized is
( shares preferred) without
----------
( shares common ) par
----------
( ) value
VOTED: To amend the Articles of Organization of the corporation, as
amended, to increase the authorized Common Stock, $.16 2/3 par
value per share, of the corporation from 10,000,000 shares to
30,000,000 shares, so that after the effective date of such
amendment the total number of authorized shares of Common Stock,
$.16 2/3 par value per share, of the corporation shall be
30,000,000 shares.
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
-3-
<PAGE> 54
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this tenth (10th) day of March, in the year 1981.
/s/ Ray Stata President
-------------------------
/s/ Paul P. Brountas Clerk
--------------------------
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment and, the filing fee
in the amount of $10,000.00 having been paid, said articles are deemed
to have been filed with me this 16th day of March, 1981.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF AMENDMENT TO BE SENT
TO: Mark G. Borden
Hale and Dorr
60 State Street
Boston, MA 02109
Telephone: 742-9100
Copy mailed March ___, 1981
-4-
<PAGE> 55
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
FEDERAL IDENTIFICATION
No. 04-2348234
Secretary of the Commonwealth
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING
A SERIES OF A CLASS OF STOCK
General Laws, Chapter 156B, Section 26
The Filing fee to accompany this certificate is $50. Make check payable to the
Commonwealth of Massachusetts
-------------
We, Ray Stata, President and Paul P. Brountas, Clerk of Analog Devices,
Inc. located at Route 1 Industrial Park, Norwood, Massachusetts do hereby
certify that at a meeting of the directors of the corporation held on October 2,
1981, the following vote establishing and designating a series of a class of
stock and determining the relative rights and preferences thereof was duly
adopted:
WHEREAS, pursuant to authority expressly vested in the Board of Directors
of the corporation by Article 4 of the Articles of Organization of the
corporation, as amended, the Board of Directors, by votes adopted at a meeting
of the Board of Directors held September 11, 1980, authorized the issuance of a
series of Preferred Stock, $1.00 par value per share, of the corporation,
consisting of 10,000 shares and designated as "Series A Convertible Preferred
Stock" of the corporation; and
WHEREAS, the Board of Directors of the corporation desires to increase the
number of shares of Series A Convertible Preferred Stock by an additional 10,000
shares;
NOW, THEREFORE, it is hereby unanimously
VOTED: That the number of shares of Series A Convertible Preferred Stock
established and authorized for issuance by action of the Board of Directors
of the corporation on September 11, 1980
<PAGE> 56
be and hereby is increased from 10,000 to 20,000 shares, and that the relative
rights, preferences, powers, qualifications, limitations and restrictions of
such additional 10,000 shares shall be the same as those established with
respect to the original 10,000 shares by vote of the Board of Directors adopted
September 11, 1980.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 2nd day of November in the year 1981.
/s/ Ray Stata, President
---------------------
/s/ Paul P. Brountas, Clerk
---------------------
-2-
<PAGE> 57
THE COMMONWEALTH OF MASSACHUSETTS
Certificate of Vote of Directors Establishing
A Series of Class of Stock
(General Laws, Chapter 156B, Section 26)
I hereby approve the within certificate and, the filing fee in the amount
of $75.00 having been paid, said certificate is hereby filed this 10th day of
November, 1981.
/s/ Michael Joseph Connolly
Secretary of the Commonwealth
State House, Boston, Mass.
TO BE FILED IN BY CORPORATION
PHOTO COPY OF CERTIFICATE TO BE SENT
TO:
Mark G. Borden, Esq.
Hale and Dorr
60 State Street
Boston, MA 02109
Copy Mailed Nov 16, 1981
-3-
<PAGE> 58
THE COMMONWEALTH OF MASSACHUSETTS
FEDERAL
IDENTIFICATION
NO. 04-2348234
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE FEDERAL
BOSTON, MASS. 02108 IDENTIFICATION
NO. 87-0366029
ARTICLES OF MERGER
PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 79
The fee for filing this certificate is prescribed by General
Laws, Chapter 156B, Section 114.
Make checks payable to the Commonwealth of Massachusetts.
* * * *
MERGER OF M Signal Processing Circuits, Inc., a
Delaware Corporation, and
S Analog Devices, Inc., a
Massachusetts Corporation
the constituent corporations
into Analog Devices, Inc.
one of the constituent corporations organized under the laws of
Massachusetts as specified in the agreement referred to in Paragraph 1
below.
The undersigned officers of each of the constituent corporations
certify under the penalties of perjury as follows:
1. An agreement of merger has been duly adopted in compliance with
the requirements of subsections (b) and (c) of General Laws, Chapter
156B, Section 79, and will be kept as provided by subsection (c)
thereof. The surviving corporation will furnish a copy of said
agreement to any of its stockholders, or to any person who was a
stockholder of any constituent corporation, upon written request and
without charge.
<PAGE> 59
2. The effective date of the merger determined pursuant to the
agreement referred to in paragraph 1 shall be October 31, 1983.
3. (For a merger)
The following amendments to the articles of organization of
the SURVIVING corporation have been affected pursuant to the
agreement of merger referred to in paragraph 1:
NONE
4. (This paragraph 4 may be deleted if the surviving corporation
is organized under the laws of a state other than Massachusetts.)
The following information shall not for any purpose be treated as a
permanent part of the articles of organization of the surviving
corporation:
(a) The post office address of the initial principal office
of the surviving corporation in Massachusetts is: Route 1
Industrial Park, Norwood, Massachusetts 02062
(b) The name, residence and post office address of each of the
initial directors and President, Treasurer and Clerk of the surviving
corporation is as follows:
Post Office
Name Residence Address
President
Ray Stata 80 Sears Road Same
Brookline, MA 02146
Treasurer
James R.F. Kunkemueller 2 Raleigh Road Same
Dover, MA 02030
Clerk
Paul P. Brountas 22 Conant Rd. Same
Weston, MA 02193
Directors SEE ATTACHMENT 4(b)
(c) The date initially adopted on which the fiscal year of
the surviving corporation ends is: Saturday closest to last day
of October
-2-
<PAGE> 60
(d) The date initially fixed in the by-laws for the Annual
Meeting of stockholder of the surviving corporation is: 2nd
Tuesday in March
-3-
<PAGE> 61
Attachment 4(b)
Directors
Name Residence Post Office Address
Ray Stata 80 Sears Road Same
Brookline, MA 02146
Philip L. Lowe 330 Beacon Street Same
Boston, MA 02116
Gordon C. McKeague 20332 Arcadia Drive Same
Olympia Fields, IL 60461
Matthew Lorber 180 Beacon Street Same
Boston, MA 02116
Joel Moses 5 Bryant Road Same
Lexington, MA 02173
-4-
<PAGE> 62
FOR MASSACHUSETTS CORPORATIONS
The undersigned President, Vice President and Clerk, Assistant Clerk of
Analog Devices, Inc., a corporation organized under the laws of Massachusetts
further state under the penalties of perjury that the agreement of merger
referred to in paragraph 1 has been duly executed on behalf of such corporation
and duly approved in the manner required by General Laws, Chapter 156B, Section
79.
/s/ Joseph M. Hinchey Vice President
------------------------------
/s/ James R.F. Kunkemueller Assistant Clerk
------------------------------
FOR CORPORATIONS ORGANIZED OTHER THAN IN MASSACHUSETTS
The undersigned President and Secretary/Treasurer of Signal Processing
Circuits, Inc. a corporation organized under the laws of Delaware further state
under the penalties of perjury that the agreement of consolidation merger
referred to in paragraph 1, has been duly adopted by such corporation in the
manner required by the laws of Delaware.
/s/ John W. Hansen President
-------------------------
/s/ Secretary/Treasurer
-------------------------
-5-
<PAGE> 63
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER
(General Laws, Chapter 156B, Section 79)
I hereby approve the within articles of consolidation/merger and, the
filing fee in the amount of $200,000 having been paid, said articles are deemed
to have been filed with me this 31st day of October, 1983.
Effective Date
/s/ MICHAEL JOSEPH CONNOLLY
------------------------------
Secretary of State
TO BE FILLED IN BY CORPORATION
Photocopy of Articles of Merger To Be Sent
TO: Philip J. Flink, Esq.
Hale and Dorr
60 State Street
Boston, Massachusetts 02109
Telephone: 742-9100
Copy Mailed
-6-
<PAGE> 64
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MA 02105
FEDERAL IDENTIFICATION
NO. 04-2348234
CERTIFICATE OF VOTE OF DIRECTORS INCREASING
A SERIES OF A CLASS OF STOCK
General Laws, Chapter 156B, Section 26
----------
We, Ray Stata, President and Paul P. Brountas, Clerk of ANALOG DEVICES,
INC. located at Route 1 Industrial Park, Norwood, Massachusetts 02142 do hereby
certify that at a meeting of the directors of the corporation held on December
14, 1984 the following vote established and designating a series of a class of
stock and determining the relative rights and preferences thereof was duly
adopted:
WHEREAS, pursuant to authority expressly vested in the Board of Directors
of the corporation by Article 4 of the Articles of Organization of the
corporation, as amended, the Board of Directors, by votes adopted at a meeting
of the Board of Directors held September 11, 1980, authorized the issuance of a
series of Preferred Stock, $1.00 par value per share, of the corporation,
consisting of 10,000 shares and designated as "Series A Convertible Preferred
Stock" of the corporation; and
WHEREAS, by votes adopted at a meeting of the Board of Directors held
October 2, 1981, the number of shares of Series A Convertible Preferred Stock
was increased by 10,000 shares to 20,000 shares; and
WHEREAS, the Board of Directors of the corporation desires to further
increase the number of shares of Series A Convertible Preferred Stock by an
additional 10,000 shares;
NOW, THEREFORE, it is hereby unanimously
VOTED: That the number of shares of Series A Convertible Preferred Stock
established and authorized for issuance by actions of the Board of Directors of
the corporation on September 11, 1980
<PAGE> 65
and October 2, 1981 be and hereby is increased from 20,000 to 30,000 shares, and
that the relative rights, preferences, powers, qualifications,limitations and
restrictions of such additional 10,000 shares shall be the same as those
established with respect to the 20,000 shares by votes of the board of Directors
adopted September 11, 1980 and October 2, 1981.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this 4th day of January in the year 1984.
/s/ Ray Stata, President
---------------------
/s/ Paul P. Brountas, Clerk
---------------------
-2-
<PAGE> 66
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY
Secretary
FEDERAL IDENTIFICATION
NO. 04-2348234
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
We, Ray Stata, President and Paul P. Brountas, Clerk of Analog Devices, Inc.
located at Route 1 Industrial Park, Norwood, Massachusetts do hereby certify
that the following amendment to the articles of organization of the corporation
was duly adopted at a meeting held on March 13, 1984, by vote of
14,579,305 shares of Common Stock out of 18,875,482 shares outstanding, being at
least a majority of each class outstanding and entitled to vote thereon.
See Vote on Page 2
<PAGE> 67
TO CHANGE the number of shares and the par value, if any, of each class
of stock within the corporation fill in the following:
The total presently authorized is:
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
- ----------------------------------------------------------------------
COMMON 30,000,000 $ .16 2/3
- ----------------------------------------------------------------------
PREFERRED 500,000 $1.00
- ----------------------------------------------------------------------
CHANGE the total to:
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
- ---------------------------------------------------------------------
COMMON 100,000,000 $ .16 2/3
- ---------------------------------------------------------------------
PREFERRED 500,000 $1.00
- ---------------------------------------------------------------------
VOTED: To amend the Articles of Organization of the corporation, as
amended, to increase the authorized Common Stock, $.16 2/3 par
value per share, of the corporation from 30,000,000 shares to
100,000,000 shares, so that after the effective date of such
amendment the total number of authorized shares of Common Stock,
$.16 2/3 par value per share, of the corporation shall be
100,000,000 shares.
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
-2-
<PAGE> 68
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 20th day of March, in the year 1984.
/s/ Ray Stata President
------------------------
/s/ Paul P. Brountas Clerk
------------------------
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment and, the filing fee
in the amount of $35,000.00 having been paid, said articles are deemed
to have been filed with me this 21st day of March, 1984.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF AMENDMENT TO BE SENT
TO: Mark G. Borden
Hale and Dorr
60 State Street
Boston, MA 02109
Telephone: 742-9100
Copy mailed
-3-
<PAGE> 69
TO BE FILED IN BY CORPORATION:
CHARTER TO BE SENT TO
Maloney, Williams, Boser & Doukas
80 Federal Street
Boston, Massachusetts
FILING FEE: 1/20 of 1% of the total amount of the authorized capital stock with
par value, and one cent a share for all authorized shares without par value, but
not less than $75. General Laws, Chapter 156, Section 53.
FEDERAL IDENTIFICATION
NO. 04-2348234
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, SECRETARY
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
CERTIFICATE OF VOTE OF DIRECTORS INCREASING
A SERIES OF A CLASS OF STOCK
General Laws, Chapter 156B, Section 26
----------------
We, Ray Stata, President, and Paul P. Brountas, Clerk of ANALOG DEVICES,
INC. located at Route 1 Industrial Park, Norwood, Massachusetts 02062 do hereby
certify that at a meeting of the directors of the corporation held on February
6, 1985, the following vote establishing the designating a series of a class of
stock and determining the relative rights and preferences thereof was duly
adopted.
<PAGE> 70
WHEREAS, pursuant to authority expressly vested in the Board of Directors
of the corporation by Article FOURTH of the Articles of Organization of the
corporation, as amended, the Board of Directors, by votes adopted at a meeting
of the Board of Directors held September 11, 1980, authorized the issuance of a
series of preferred stock, $1.00 par value per share, of the corporation,
consisting of 10,000 shares and designated as "Series A Convertible Preferred
Stock" of the corporation; and
WHEREAS, the Board of Directors has previously increased the authorized
number of shares of Series A Convertible Preferred Stock to 30,000 shares; and
WHEREAS, the Board of Directors of the corporation desires to further
increase the number of shares of Series A Convertible Preferred Stock by an
additional 5,000 shares;
NOW, THEREFORE, it is hereby unanimously
VOTED: That the number of shares of Series A Convertible Preferred Stock
established and authorized for issuance by actions of the Board
of Directors of the corporation on September 11, 1980, October 2,
1981 and December 14, 1983, be and hereby is increased from
30,000 to 35,000 shares, and that the relative rights,
preferences, powers, qualifications, limitations and restrictions
on such additional 5,000 shares shall be the same as those
established with respect to the previously-authorized 30,000
shares.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this 6th day of March in the year 1985.
/s/ RAY STATA President
- -------------------------,
Ray Stata
/s/ PAUL P. BROUNTAS Clerk
- -------------------------,
Paul P. Brountas
-2-
<PAGE> 71
THE COMMONWEALTH OF MASSACHUSETTS
CERTIFICATE OF VOTE OF DIRECTORS INCREASING
A SERIES OF A CLASS OF STOCK
(General Laws, Chapter 156B, Section 26)
I hereby approve the within certificate and, the filing fee in the amount
of $75.00 having been paid, said certificate is hereby filed this 7th day of
March, 1985.
/s/ Michael Joseph Connolly
----------------------------------
Michael Joseph Connolly
Secretary of State
TO BE FILED IN BY CORPORATION
PHOTOCOPY OF CERTIFICATE TO BE SENT
TO: Mark G. Borden, Esq.
Hale and Dorr
60 State Street
Boston, MA 02109
742-9100
-3-
<PAGE> 72
COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
One Ashburton Place, Boston, Mass. 02108
FEDERAL IDENTIFICATION NO. 04-2348234
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
-----------
We, Joseph M. Hinchey, Vice President, and Paul P. Brountas, Clerk of
Analog Devices, Inc. located at One Technology Way, P.O. Box 9106, Norwood, MA
02062-9106 do hereby certify that the following amendment to the articles of
organization of the corporation was duly adopted at a meeting held on March 10,
1987, by vote of 34,389,050 shares of Common Stock out of 44,000,130 shares
outstanding (increase authorized), 34,037,403 shares of Common Stock out of
44,000,130 shares outstanding (director's liability), and 35,159,309 shares of
Common Stock out of 44,000,130 shares outstanding (Indemnification) being at
least a majority of each class outstanding and entitled to vote thereon:
two-thirds of each class outstanding and entitled to vote thereon and of each
class or series of stock whose rights are adversely affected thereby:
See Continuation Sheets A-1 through A-6
For amendments adopted pursuant to Chapter 156B, Section 70.
For amendments adopted pursuant to Chapter 156B, Section 71.
<PAGE> 73
TO CHANGE the number of shares and the par value, if any, of each class
of stock within the corporation fill in the following:
The total presently authorized is:
------------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE
KIND OF NUMBER OF NUMBER OF PAR
STOCK SHARES SHARES VALUE
------------------------------------------------------------------
COMMON 100,000,000 $.16 2/3
------------------------------------------------------------------
PREFERRED 500,000 $1.00
------------------------------------------------------------------
CHANGE the total to:
------------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE
KIND OF NUMBER OF NUMBER OF PAR
STOCK SHARES SHARES VALUE
------------------------------------------------------------------
COMMON 150,000,000 $.16 2/3
------------------------------------------------------------------
PREFERRED 500,000 $1.00
------------------------------------------------------------------
-2-
<PAGE> 74
CONTINUATION SHEET
VOTED: That Article 3 of the Articles of Organization of the Corporation shall
be amended by increasing the authorized shares of Common Stock, $.16 2/3 par
value per share, of the Corporation from 100,000,000 shares to 150,000,000
shares, so that after the effective date of such amendment the total number of
shares and the par value of each class of capital stock which the Corporation
shall have the authority to issue shall be as follows:
Class of Stock Number of Shares Par Value Per Share
-------------- ---------------- -------------------
Common Stock 150,000,000 $ .16 2/3
Preferred Stock 500,000 $1.00
FURTHER
VOTED: That Article 6 of the Articles of Organization of the Corporation
shall be amended by deleting in its entirety the current Article 6A, and by
substituting new Article 6A therefor, to read as follows:
6A. INDEMNIFICATION
Section 1. Actions, Suits and Proceedings. Except as otherwise provided
below, the Corporation shall, to the fullest extent authorized by Chapter 156B
of the Massachusetts General Laws, as the same exists or may hereafter be
amended (in the case of any such amendment, only to the extent that such
amendment either (i) permits the Corporation to provide broader indemnification
rights than such laws permitted prior to such amendment or (ii) prohibits or
limits any of the indemnification rights previously set forth in such laws),
indemnify each person who is, or shall have been, a director or officer of the
Corporation or who is or was a director or employee of the Corporation and is
serving, or shall have served, at the request of the Corporation, as a director
or officer of another organization or in any capacity with respect to any
employee benefit plan of the Corporation, against all liabilities and expenses
(including judgments, fines, penalties, amounts paid or to be paid in
settlement, and reasonable attorneys' fees) imposed upon or incurred by any such
person (the "Indemnitee") in connection with, or arising out of, the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
in which he may be a defendant or with which he may be threatened
-3-
<PAGE> 75
or otherwise involved, directly or indirectly, by reason of his being or having
been such a director or officer or as a result of his serving or having served
with respect to any such employee benefit plan; provided, however, that the
Corporation shall provide no indemnification with respect to any matter as to
which any such Indemnitee shall be finally adjudicated in such action, suit or
proceeding not to have acted in good faith in the reasonable belief that his
action was (i) in the best interests of the Corporation or (ii) to the extent
such matter relates to service with respect to an employee benefit plan, in the
best interests of the participants or beneficiaries of such employee benefit
plan.
Section 2. Settlements. The right to indemnification conferred in this
Article shall include the right to be paid by the Corporation for liabilities
and expenses incurred in connection with the settlement or compromise of any
such action, suit or proceeding, pursuant to a consent decree or otherwise,
unless a determination is made, within 45 days after receipt by the Corporation
of a written request by the Indemnitee for indemnification, that such settlement
or compromise is not in the best interests of the Corporation or, to the extent
such matter relates to service with respect to an employee benefit plan, that
such settlement or compromise is not in the best interests of the participants
or beneficiaries of such plan. Any such determination shall be made (i) by the
Board of Directors of the corporation by a majority vote of a quorum consisting
of disinterested directors, or (ii) if such quorum is not obtainable, by a
majority of the disinterested directors of the Corporation then in office.
Notwithstanding the foregoing, if there are less than two disinterested
directors then in office, the Board of Directors shall promptly direct that
independent legal counsel (who may be regular legal counsel to the Corporation)
determine, based on facts known to such counsel at such time, whether such
Indemnitee acted in good faith in the reasonable belief that his action was in
the best interests of the Corporation or the participants or beneficiaries of
any such employee benefit plan, as the case may be; and, in such event,
indemnification shall be made to such Indemnitee unless, within 45 days after
receipt by the Corporation of the request by such Indemnitee for
indemnification, such independent legal counsel in a written opinion to the
Corporation determines that such Indemnitee did not act in good faith in the
reasonable belief that his action was in the best interests of the Corporation
or the participants or beneficiaries of any such employee benefit plan, as the
case may be.
Section 3. Notification and Defense of Claim. As a condition precedent to
his right to be indemnified, the Indemnitee must give to the Corporation notice
in writing as soon as
-4-
<PAGE> 76
practicable of any action, suit or proceeding involving him for which indemnity
will or could be sought. With respect to any action, suit or proceeding of which
the Corporation is so notified, the Corporation will be entitled to participate
therein at its own expense and/or to assume the defense thereof at its own
expense, with legal counsel reasonably acceptable to such Indemnitee. After
notice from the Corporation to the Indemnitee of its election so to assume such
defense, the Corporation shall not be liable to such Indemnitee for any legal or
other expenses subsequently incurred by such Indemnitee in connection with such
claim, but the fees and expenses of such counsel incurred after notice from the
Corporation of its assumption of the defense thereof shall be at the expense of
the Indemnitee unless (i) the employment of counsel by the Indemnitee has been
authorized by the Corporation, (ii) counsel to the Indemnitee shall have
reasonably concluded that there may be a conflict of interest or position on any
significant issue between the Corporation and the Indemnitee in the conduct of
the defense of such action or (iii) the Corporation shall not in fact have
employed counsel to assume the defense of such action, in each of which cases,
the fees and expenses of counsel for the Indemnitee shall be at the expense of
the Corporation, except as otherwise expressly provided by this Article. The
Corporation shall not be entitled to assume the defense of any claim brought by
or on behalf of the Corporation or as to which counsel for the Indemnitee shall
have reasonably made the conclusion provided for in (ii) above.
Section 4. Advance of Expenses. Subject to Section 3 above, the right to
indemnification conferred in this Article shall include the right to be paid by
the Corporation for expenses (including reasonable attorneys' fees) incurred in
defending a civil or criminal action, suit or proceeding in advance of its final
disposition, subject to receipt of an undertaking by the Indemnitee to repay
such payment if it is ultimately determined that the Indemnitee is not entitled
to indemnification under this Article. Such undertaking may be accepted without
reference to the financial ability of such Indemnitee to make such repayment.
Notwithstanding the foregoing, no advance shall be made by the Corporation under
this Section 4 if a determination is reasonably and promptly made by the Board
of Directors 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 Corporation then in office or, if there are not
at least two disinterested directors then in office, by independent legal
counsel (who may be regular legal counsel to the Corporation) in a written
opinion that, based on facts known to the Board or counsel at such time, such
Indemnitee did not act in good faith in the reasonable belief that his action
was in the best interests of the Corporation or the participants or
beneficiaries of an employee benefit plan of the Corporation, as the case may
be.
-5-
<PAGE> 77
Section 5. Partial Indemnity. If an Indemnitee is entitled under any
provision of this Article to indemnification by the Corporation for some or a
portion of the liabilities or expenses imposed upon or incurred by such
indemnitee in the investigation, defense, appeal or settlement of any action,
suit or proceeding but not, however, for the total amount thereof, the
Corporation shall nevertheless indemnify the Indemnitee for the portion of such
iabilities or expenses to which such Indemnitee is entitled.
Section 6. Rights Not Exclusive. The right to indemnification and the
payment of expenses incurred in defending any action, suit or proceeding in
advance of its final disposition conferred in this Article shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Articles of Organization, By-Laws,
agreement, vote of stockholders or directors or otherwise. Without limiting the
generality of the foregoing, the Corporation, acting through its Board of
Directors, may enter into agreements with any director, officer, employee or
agent of the Corporation providing for indemnification rights equivalent to or
greater than the indemnification rights set forth in this Article.
Section 7. Insurance. The Corporation may purchase and maintain insurance,
at its expense, to protect itself and any director, officer, employee or agent
of the Corporation or another organization or employee benefit plan against any
expense or liability incurred by him in any such capacity, or arising out of the
status as such, whether or not the Corporation would have the power to indemnify
such person against such expense or liability under Chapter 156B of the
Massachusetts General Laws.
Section 8. Insurance Offset. The Corporation's obligation to provide
indemnification under this Article shall be offset to the extent of any other
source of indemnification or any otherwise applicable insurance coverage under a
policy maintained by the Corporation or any other person.
Section 9. Amendment. Without the consent of a person entitled to the
indemnification and other rights provided in this rticle (unless otherwise
required by Chapter 156B of the Massachusetts General Laws), no amendment
modifying or terminating such rights shall adversely affect such person's rights
under this Article with respect to the period prior to such Amendment.
Section 10. Mergers, Etc. If the Corporation is merged into or consolidated
with another corporation and the Corporation is not the surviving corporation,
or if substantially all of the assets of the Corporation are acquired by any
other corporation, or in the event of any other similar reorganization involving
the
-6-
<PAGE> 78
Corporation, the Board of Directors of the Corporation or the board of directors
of any corporation assuming the obligations of the Corporation shall assume the
obligations of the Corporation under this Article, through the date of such
merger, consolidation, sale or reorganization, with respect to each person who
is entitled to indemnification rights under this Article as of such date.
Section 11. Savings Clause. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Indemnitee as to any liabilities
and expenses with respect to any action, suit or proceeding to the full extent
permitted by any applicable portion of this Article that shall not have been
invalidated and to the full extent permitted by applicable law.
Section 12. Definitions. As used in this Article, the term "director",
"officer" and "person" include their respective heirs, executors,
administrators, and legal representatives, and an "interested" director is one
against whom in such capacity the proceedings in question or another proceeding
on the same or similar grounds is then pending.
FURTHER
VOTED: That Article 6 of the Articles of Organization of the Corporation
shall be amended by adding new Article 6D, to read as follows:
6D. LIMITATION OF DIRECTOR LIABILITY
To the fullest extent permitted by Chapter 156B of the Massachusetts
General Laws, as it may be amended from time to time, a director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
notwithstanding any provision of law imposing such liability.
The foregoing amendment will become effective when these articles of
Amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
-7-
<PAGE> 79
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this 27th day of March, in the year 1987
/s/ Joseph M. Hinchey Vice President
---------------------
/s/ Paul P. Brountas Clerk
---------------------
-8-
<PAGE> 80
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of State
Federal Identification No. 95-3562937
- -------- ONE ASHBURTON PLACE
Examiner BOSTON, MASS. 02108
ARTICLES OF
MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
Pursuant to General Laws, Chapter 156B, Section 82
The fee for filing this certificate is prescribed by General Laws, Chapter
156B, Section 114. Make check payable to the Commonwealth of Massachusetts
* * * *
We, Ray Stata and Paul P. Brountas, President and Clerk of Analog Devices,
Inc. organized under the laws of the Commonwealth of Massachusetts and herein
called the parent corporation, do hereby certify as follows:
1. That the subsidiary corporation(s) to be merged into the parent
corporations are/is as follows:
State of Date of
Name Organization Organization
----------- ------------- -------------
Precision Monolithics, Inc. Delaware 12/15/80
2. That the parent corporation owns at least ninety percent of the
outstanding shares of each class of the stock of each subsidiary corporation to
be merged into the parent corporation.
<PAGE> 81
3. That in the case of each of the above-named corporations the laws
of the state of its organization, if other than Massachusetts, permit the merger
herein provided for and that all action required under the laws of each such
state in connection with this merger has been duly taken. (If all the
corporations are organized under the laws of Massachusetts and if General Laws,
Chapter 156B is applicable to them, then Paragraph 5 may be deleted.)
4. That at a meeting of the directors of the parent corporation the
following vote, pursuant to subsection (a) of General Laws, Chapter 156B,
Section 82, was duly adopted:
VOTED: That pursuant to Section 82 of Chapter 156B of the Massachusetts
General Laws and Section 253 of the Delaware General Corporation Law, the
Corporation is hereby authorized to merge Precision Monolithics, Inc., a
Delaware corporation, which is a wholly-owned subsidiary of the Corporation,
into the Corporation on the terms and conditions set forth in the Agreement of
Merger between the Corporation and Precision Monolithics, Inc. in substantially
the form presented to the directors at this meeting, with such changes and
additions as the President of the Corporation shall approve, the execution and
delivery thereof by the President or any Vice President of the Corporation to be
conclusive evidence of such approval (the "Agreement of Merger") it being the
intention that said merger qualifies as a complete liquidation of a subsidiary
under Sections 332 and 337 of the Internal Revenue Code of 1986, as amended;
FURTHER
VOTED: That the President and any Vice President of the Corporation be,
and each of them acting singly hereby is, authorized and directed to execute and
deliver the Agreement of Merger, to make and execute a Certificate of Ownership
and Merger setting forth a copy of the votes with respect to the merger of
Precision Monolithics, Inc. into the Corporation, and the date of adoption
thereof, and to cause the same to be filed with the Secretary of State and a
certified copy recorded in the office of the Recorder of Deeds of New Castle
County, to make and execute Articles of Merger of Parent and Subsidiary
Corporations with respect to the merger of Precision Monolithics, Inc. into the
Corporation and to cause the same to be filed with the Secretary of State of the
Commonwealth of Massachusetts and to take all such other actions and to execute
all such other instruments and agreements which may be in any way necessary or
proper to effect said merger; and
-2-
<PAGE> 82
FURTHER
VOTED: That the merger of Precision Monolithics, Inc. into the Corporation
shall be effective at 5:00 p.m., California time, on November 3, 1990.
5. The effective date of the merger as specified in the vote set out under
Paragraph 4 is November 3, 1990.
6. (This Paragraph 6 may be deleted if the parent corporation is organized
under the laws of Massachusetts.)
IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed
our names this 31st day of October, 1990.
/s/ Ray Stata President
--------------------
Ray Stata
/s/ Paul P. Brountas Clerk
--------------------
Paul P. Brountas
-3-
<PAGE> 83
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment and, the filing fee in the
amount of $25,075.00 having been paid, said articles are deemed to have been
filed with me this 7th day of April, 1987.
/s/ Michael Joseph Connolly
----------------------------
Michael Joseph Connolly
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF AMENDMENT TO BE SENT
TO: John E. Osborn, Esq.
c/o Hale and Dorr
60 State Street
Boston, MA 02109
Telephone (617) 742-9100
<PAGE> 84
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of State
Federal Identification
- --------- ONE ASHBURTON PLACE
Examiner BOSTON, MASS. 02108 No. 95-3562;937
ARTICLES OF
MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
Pursuant to General Laws, Chapter 156B, Section 82
The fee for filing this certificate is prescribed by General Laws, Chapter 156B,
Section 114. Make check payable to the Commonwealth of Massachusetts
****
We, Ray Stata and Paul P. Brountas, President and Clerk of Analog Devices, Inc.
organized under the laws of the Commonwealth of Massachusetts and herein called
the parent corporation, do hereby certify as follows:
1. That the subsidiary corporation(s) to be merged into the parent
corporations are/is as follows:
State of Date of
Name Organization Organization
---- ------------ ------------
Precision Monolithics, Inc. Delaware 12/15/80
2. That the parent corporation owns at least ninety percent of the
outstanding shares of each class of the stock of each subsidiary corporation to
be merged into the parent corporation.
<PAGE> 85
3. That in the case of each of the above-named corporations the laws of the
state of its organization, if other than Massachusetts, permit the merger herein
provided for and that all action required under the laws of each such state in
connection with this merger has been duly taken. (If all the corporations are
organized under the laws of Massachusetts and if General Laws, Chapter 156B is
applicable to them, then Paragraph 5 may be deleted.)
4. That at a meeting of the directors of the parent corporation the
following vote, pursuant to subsection (a) of General Laws, Chapter 156B,
Section 82, was duly adopted:
VOTED: That pursuant to Section 82 of Chapter 156B of the Massachusetts General
Laws and Section 253 of the Delaware General Corporation Law, the
Corporation is hereby authorized to merge Precision Monolithics, Inc., a
Delaware corporation, which is a wholly-owned subsidiary of the
Corporation, into the Corporation on the terms and conditions set forth
in the Agreement of Merger between the Corporation and Precision
Monolithics, Inc. in substantially the form presented to the directors
at this meeting, with such changes and additions as the President of the
Corporation shall approve, the execution and delivery thereof by the
President or any Vice President of the Corporation to be conclusive
evidence of such approval (the "Agreement of Merger") it being the
intention that said merger qualifies as a complete liquidation of a
subsidiary under Sections 332 and 337 of the Internal Revenue Code of
1986, as amended;
FURTHER
VOTED: That the President and any Vice President of the Corporation be,
and each of them acting singly hereby is, authorized and directed to
execute and deliver the Agreement of Merger, to make and execute a
Certificate of Ownership and Merger setting forth a copy of the votes
with respect to the merger of Precision Monolithics, Inc. into the
Corporation, and the date of adoption thereof, and to cause the same to
be filed with the Secretary of State and a certified copy recorded in
the office of the Recorder of Deeds of New Castle County, to make and
execute Articles of Merger of Parent and Subsidiary Corporations with
respect to the merger of Precision Monolithics, Inc. into the
Corporation and to cause the same to be filed with the Secretary of
State of the Commonwealth of Massachusetts and to take all such other
actions and to execute all such other instruments and agreements which
may be in any way necessary or proper to effect said merger; and
FURTHER
VOTED: That the merger of Precision Monolithics, Inc. into the Corporation
shall be effective at 5:00 p.m., California time, on November 3, 1990.
-2-
<PAGE> 86
5. The effective date of the merger as specified in the vote set out under
Paragraph 4 is November 3, 1990.
6. (This Paragraph 6 may be deleted if the parent corporation is organized
under the laws of Massachusetts.)
IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed
our names this 31 st day of October, 1990.
/s/Ray Stata President
-----------------
Ray Stata
/s/Paul P. Brountas Clerk
<PAGE> 87
COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws, Chapter 156B, Section 82)
I hereby approve the within articles of merger of parent and subsidiary
corporations and, the filing fee in the amount of $250.00 having been paid, said
Articles are deemed to have been filed with me this 2nd day of November, 1990.
/s/ Michael Joseph Connolly
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Merger To Be Sent
TO: Paul P. Brountas, Esq.
Hale and Dorr
60 State Street
Boston, MA 02109
(617) 742-9100
<PAGE> 88
THE COMMONWEALTH OF MASSACHUSETTS
- ----------- OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
Examiner MICHAEL J. CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF AMENDMENT FEDERAL
GENERAL LAWS, CHAPTER 156B, IDENTIFICATION
SECTION 72 NO. 04-2348234
We, Jerald G. Fishman, President and Paul P. Brountas, Clerk of
Analog Devices, Inc. located at One Technology Way, P.O. Box 9106
Norwood, MA 02062-9106 do hereby certify that these ARTICLES OF
AMENDMENT affecting Articles NUMBERED: 3 of the Articles of
- ----------- Organization were duly adopted at a Name meeting held on March 14,
Name 1995, by vote of 57,071,806 shares Approved of Common Stock out of
Approved 75,434,102 shares outstanding, being at least a majority of each
type, class or series outstanding and entitled to vote thereon:(1)
To CHANGE the number of shares and the par value (if any) of any
type, class or series of stock which the corporation is authorized
to issue, fill in the following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
-----------------------------------------------------------------
NUMBER OF NUMBER OF
TYPE SHARES TYPE SHARES PAR VALUE
-----------------------------------------------------------------
COMMON: COMMON: 150,000,000 $.16 2/3
-----------------------------------------------------------------
PREFERRED: PREFERRED 500,000 $1.00
-----------------------------------------------------------------
CHANGE the total authorized to:
----------------------
(1) For amendments adopted pursuant to Chapter 156B,
Section 70.
-2-
<PAGE> 89
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ------------------------------------------------------------------
NUMBER OF NUMBER OF
TYPE SHARES TYPE SHARES PAR VALUE
- ------------------------------------------------------------------
COMMON: COMMON: 300,000,000 $.16 2/3
- ------------------------------------------------------------------
PREFERRED: PREFERRED 500,000 $1.00
- ------------------------------------------------------------------
VOTED: To amend the Articles of Organization of the Corporation, as
amended, to increase the authorized Common Stock, $.16 2/3 par value per share,
of the Corporation from 150,000,000 shares to 300,000,000 shares, so that after
the effective date of such amendment the total authorized capital stock of the
Corporation shall consist of 300,000,000 shares of Common Stock, $.16 2/3 par
value per share, and 500,000 shares of Preferred Stock, $1.00 par value per
share.
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date. LATER
EFFECTIVE DATE:
------------------
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto
signed our names this 28th day of April, in the year 1995.
/s/ Jerald G. Fishman
---------------------------------------- President
/s/ Paul P. Brountas
---------------------------------------- Clerk
-3-
<PAGE> 90
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
- --------------------------------------------------------------------------------
I hereby approve the within articles of amendment and, the filing fee in
the amount of $15,000 having been paid, said articles are deemed to have been
filed with me this 2nd day May of 1995.
MICHAEL J. CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT
TO: Jay E. Bothwick, Esq.
Hale and Dorr
60 State Street
Boston, MA 02109
(617) 526-6000
-4-
<PAGE> 91
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
================================================================================
I hereby approve the within Articles of Amendment and, the filing fee in the
amount of $150,000 having been paid, said articles are deemed to have been filed
with me this 2nd day of April, 1996.
Effective date: ____________________________
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Ms. Katherine Fogarty
Hale and Dorr
60 State Street
Boston, MA 02109
<PAGE> 92
FEDERAL IDENTIFICATION
NO. 04-2348234
----------------
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108-1512
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
We, Jerald G. Fishman , President
------------------------------------------------------------
and Paul P. Brountas , Clerk
------------------------------------------------------------
of Analoy Devices, Inc. ,
-------------------------------------------------------------------------
(Exact name of corporation)
located at One Technology Way, P.O. Box 9106, Norwood, MA 02062-9106
----------------------------------------------------------------,
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered: 3
- --------------------------------------------------------------------------------
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on
MARCH 12, 1996, by vote of:
100,526,641 shares of Common Stock of 114,754,541 shares outstanding,
- ------------ ------------------ -------------
(type, class & series, if any)
0 shares of Preferred Stock of 0 shares outstanding, and
- ------------ ------------------ ----------
(type, class & series, if any)
shares of of shares outstanding,
- ------------ ------------------ ----------
(type, class & series, if any)
being at least a majority of each type, class or series outstanding and
entitled to vote thereon:
<PAGE> 93
To CHANGE the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total PRESENTLY authorized is:
- --------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ------------------------------------ ---------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------ ----------------------------------------
Common: Common: 300,000,000 $.16 2/3
- ------------------------------------ ----------------------------------------
Preferred: Preferred: 500,000 $1.00
- ------------------------------------ ----------------------------------------
Change the total authorized to:
- --------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ------------------------------------ ---------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------ ---------------------------------------
Common: Common: 450,000,000 $.16 2/3
- ------------------------------------ ---------------------------------------
Preferred: Preferred: 500,000 $1.00
- ------------------------------------ ---------------------------------------
VOTED: To amend the Articles of Organization of the Corporation, as
amended, to increase the authorized Common Stock, $.16 2/3 par
value per share, of the Corporation from 300,000,000 shares to
450,000,000 shares, so that after the effective date of such
amendment the total authorized capital stock of the Corporation
shall consist of 450,000,000 shares of Common Stock, $.16 2/3 par
value per share, and 500,000 shares of Preferred Shock, $1.00 par
value per share.
<PAGE> 94
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date: ________________________.
SIGNED UNDER THE PENALTIES OF PERJURY, this 2nd day of April, 1996,
--- ------ -----
/s/ Jerald G. Fishman , President
- ----------------------------------
Jerald G. Fishman
/s/ Paul P. Brountas , Clerk
- ----------------------------------
Paul P. Brountas
<PAGE> 95
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
==============================================================
I hereby approve the within Articles of Amendment and, the filing
fee in the amount of $150,000 having been paid, said articles
are deemed to have been filed with me this 2nd day of April
1996.
Effective date: ____________________________________
/s/ William Francis Galvin
William Francis Galvin
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Ms. Katherine Fogarty
Hale and Dorr
60 State Street
Boston, MA 02109
<PAGE> 1
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 6,900,000 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 1988 Stock Option 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
<PAGE> 1
Exhibit 23.02
-------------
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Amended 1988 Stock Option 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
