<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ANALOG DEVICES, INC.
(Exact name of registrant as specified in its charter)
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MASSACHUSETTS 04-2348234
(State or other jurisdiction of (I.R.S.Employer.
incorporation or organization) Identification No.)
ONE TECHNOLOGY WAY, NORWOOD, MASSACHUSETTS 02062-9106 (617) 329-4700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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PAUL P. BROUNTAS, ESQ.
HALE AND DORR
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 526-6000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
PAUL P. BROUNTAS, ESQ.
MARK G. BORDEN, ESQ.
Hale and Dorr
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
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Approximate date of commencement of proposed sale to the public: At the
discretion of the Selling Stockholders.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
If this form is registering additional securities pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. 333- / /
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. 333- / /
If delivery of the prospectus is expected to be made pursuant Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered(1) Per Share(1) Offering Price(1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $.16 2/3 par
value......... 76,596 shares $18.375 $1,407,451.50 $485.33
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) of the Securities Act of 1933, as amended, on the basis of
the average of the high and low sales prices of the Registrant's Common
Stock on the New York Stock Exchange on July 16, 1996.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
SHALL DETERMINE.
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JULY 19, 1996
76,596 Shares
[ANALOG LOGO]
COMMON STOCK
-------------------------
The shares of Common Stock, $.16 2/3 par value per share (the "Common
Stock"), of Analog Devices, Inc. ("Analog" or the "Company") covered by this
Prospectus are issued and outstanding shares which may be offered and sold, from
time to time, for the account of certain stockholders of the Company (the
"Selling Stockholders"). See "The Selling Stockholders." The shares of Common
Stock covered by this Prospectus were issued to the Selling Stockholders in a
private placement made in connection with the acquisition of Mosaic Microsystems
Limited ("Mosaic") by the Company on July 1, 1996. All of the shares offered
hereunder are to be sold for the account of the Selling Stockholders. The
Company will not receive any of the proceeds from the sale of the shares by the
Selling Stockholders. The Common Stock of the Company is traded on the New York
Stock Exchange under the symbol "ADI." On July 16, 1996, the last reported sale
price of the Common Stock on the New York Stock Exchange was $19.375 per share.
-------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1996.
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). The reports, proxy materials and other
information filed by the Company with the Commission may be inspected and copied
at the public reference facilities maintained by the Commission at the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the Regional Offices of the Commission located at Seven World
Trade Center, Suite 1300, New York, New York 10048, and at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials also may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Common Stock of the Company is listed on the New York Stock Exchange.
Reports, proxy materials and other information concerning the Company may also
be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the shares of Common Stock offered hereby. This Prospectus does
not contain all the information set forth in the Registration Statement and the
exhibits and schedules thereto, certain portions of which are omitted as
permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the shares of Common Stock offered
hereby, reference is made to the Registration Statement, including the exhibits
and schedules. The Registration Statement, together with the exhibits and
schedules thereto, may be inspected, without charge, at the Commission's
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549, and also at
the regional offices of the Commission listed above. Copies of such material may
also be obtained from the Commission upon the payment of prescribed rates.
Statements contained in this Prospectus as to any contracts, agreements
or other documents filed as an exhibit to the Registration Statement are not
necessarily complete, and in each instance reference is hereby made to the copy
of such contract, agreement or other document filed as an exhibit to the
Registration Statement for a full statement of the provisions thereof, and each
such statement in this Prospectus is qualified in all respects by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
In accordance with the requirements of the Exchange Act, certain
reports and other information are filed by the Company periodically with the
Commission. The following documents filed by the Company with the Commission are
incorporated herein by reference: (1) the Company's Annual Report on Form 10-K
for the fiscal year ended October 28, 1995, (2) the
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Company's Quarterly Report on Form 10-Q for the quarter ended February 3, 1996,
(3) the Company's Quarterly Report on Form 10-Q for the quarter ended May 4,
1996, (4) the Company's Current Report on Form 8-K filed on July 16, 1996 and
(5) all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after July 19, 1996 and prior to the date of this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and before the
termination of the offering of the Common Stock offered hereby shall be deemed
to be a part hereof from the date of filing such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement as so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the request of any such person, a copy of any or all
of the above documents incorporated herein by reference (other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
into the documents that this Prospectus incorporates). Requests should be
directed to Joseph E. McDonough, Vice President-Finance of Analog Devices, Inc.,
One Technology Way, Norwood, MA 02062-9106; telephone number (617) 329-4700.
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RISK FACTORS
The shares of Common Stock offered hereby involve a high degree of
risk, including the risks described below. Prospective investors should
carefully consider the following risk factors in addition to the other
information contained in, or incorporated by reference in, this Prospectus
before purchasing the shares of Common Stock offered hereby.
POTENTIAL FLUCTUATIONS IN OPERATING RESULTS. The Company's operating
results are affected by a wide variety of factors, including the timing of new
product announcements or introductions by the Company and its competitors,
competitive pricing pressures, fluctuations in manufacturing yields, adequate
availability of wafers and manufacturing capacity, changes in product mix and
economic conditions in the United States and international markets. In addition,
the semiconductor market has historically been cyclical and subject to
significant economic downturns at various times. As a result of these and other
factors, there can be no assurance that the Company will not experience material
fluctuations in future operating results on a quarterly or annual basis.
DEPENDENCE ON NEW PRODUCTS AND NEW MARKETS. The Company's success
depends in part on its continued ability to develop and market new products.
There can be no assurance that the Company will be able to develop and introduce
new products in a timely manner or that such products, if developed, will
achieve market acceptance. In addition, the Company's growth is dependent on its
continued ability to penetrate new markets such as the communications, computer
and automotive segments of the electronics market, where the Company has limited
experience and competition is intense. There can be no assurance that the
markets being served by the Company will continue to grow, that the Company's
existing and new products will meet the requirements of such markets, that the
Company's products will achieve customer acceptance in such markets, that
competitors will not force prices to an unacceptably low level or take market
share from the Company or that the Company can achieve or maintain profits in
these markets. In addition, some of the customers in these markets are less well
established which could subject the Company to increased credit risk.
COMPETITION. The semiconductor industry is intensely competitive.
Certain of the Company's competitors have greater technical, marketing,
manufacturing and financial resources than the Company. The Company's
competitors also include emerging companies attempting to sell products to
specialized markets such as those served by the Company. Competitors of the
Company have, in some cases, developed and marketed products having similar
design and functionality as the Company's products. There can be no assurance
that the Company will be able to compete successfully in the future against
existing or new competitors or that the Company's operating results will not be
adversely affected by increased price competition.
MANUFACTURING CAPACITY. While the Company is planning in
fiscal 1996 to increase substantially its manufacturing capacity through
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both expansion of its production facilities and increased access to third-party
foundries, there can be no assurance that the Company will complete the
expansion of its production facilities or secure increased access to third party
foundries in a timely manner or that the Company will not encounter
unanticipated production problems at either its own facilities or at third-party
foundries. The Company relies, and plans to continue to rely, on third-party
wafer fabricators to supply most of its wafers that can be manufactured using
industry-standard digital processes, and such reliance involves several risks,
including the absence of adequate guaranteed capacity and reduced control over
delivery schedules, manufacturing yields and costs. In addition, the Company's
capacity additions will result in a significant increase in operating expenses
and, if revenue levels do not increase to offset these additional expense
levels, the Company's future operating results could be adversely affected.
The Company believes that other semiconductors manufacturers are also
expanding or planning to expand their production capacity over the next several
years, and there can be no assurance that the expansion by the Company and its
competitors will not lead to over capacity in the Company's target markets,
which could lead to price erosion that would adversely affect the Company's
operating results.
MANUFACTURING RISKS. The fabrication of integrated circuits involves
highly complex and precise processes that are continuously being modified in an
effort to improve yields and product performance. Minute impurities or other
difficulties in the manufacturing process can lower yields. As the Company
continues to increase its manufacturing output and its use of third-party
foundries, there can be no assurance that the Company will not experience a
decrease in manufacturing yields or other manufacturing problems. Decreased
yields could adversely affect gross margin and operating results. If the Company
were unable to use any manufacturing facility, as a result of a natural disaster
or otherwise, the Company's operations would be materially adversely affected.
PATENTS AND INTELLECTUAL PROPERTY. The semiconductor industry is
characterized by frequent claims and litigation involving patent and other
intellectual property rights. The Company has from time to time received, and
may in the future receive, claims from third parties asserting that the
Company's products or processes infringe their patents or other intellectual
property rights. In the event a third party makes a valid intellectual property
claim and a license is not available on commercially reasonable terms, the
Company's operating results could be materially and adversely affected.
Litigation may be necessary to enforce patents or other intellectual property
rights of the Company or to defend the Company against claims of infringement,
and such litigation can be costly and divert the attention of key personnel. See
Part II, Item 1 - "Legal Proceedings," contained in the Form 10-Q for the fiscal
quarter ended May 4, 1996 and Part I, Item 3 - "Legal Proceedings," contained in
the Company's Annual Report on Form 10-K for the fiscal year ended October 28,
1995 for information concerning pending litigation involving the Company. An
adverse resolution
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of such litigation, may, in certain cases, have a material adverse effect on the
Company's consolidated financial position or on its consolidated results of
operations or cash flows in the period in which the litigation is resolved.
INTERNATIONAL OPERATIONS. A significant portion of the Company's
revenues are derived from customers in international markets. The Company has
manufacturing facilities in Ireland, the Philippines and Taiwan. The Company is
therefore subject to the economic and political risks inherent in international
operations, including expropriation, air transportation disruptions, currency
controls and changes in currency exchange rates, tax and tariff rates and
freight rates. Although the Company engages in certain hedging transactions to
reduce its exposure to currency exchange rate fluctuations, there can be no
assurance that the Company's competitive position will not be adversely affected
by changes in the exchange rate of the U.S. dollar against other currencies.
STOCK PRICE VOLATILITY. The trading price of the Company's Common Stock
may be subject to wide fluctuations in response to quarter-to-quarter variations
in operating results, announcements of new products by the Company or its
competitors, general conditions in the semiconductor industry, changes in
earnings estimates and recommendations by analysts or other events. In future
quarters, if the Company's financial performance were to fall below the
performance predicted by securities analysts, the Company's stock price could
decline. In addition, the public stock markets have experienced extreme price
and trading volume volatility that has significantly affected the market prices
of securities of many high technology companies and that has often been
unrelated or disproportionate to the operating performance of these companies.
These factors may adversely affect the market price of the Common Stock.
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THE COMPANY
The Company designs, manufactures and markets a broad line of
high-performance linear, mixed-signal and digital integrated circuits ("ICs")
that address a wide range of real-world signal processing applications. The
Company's principal products include general-purpose, standard-function linear
and mixed-signal ICs ("SLICs"), special-purpose linear and mixed- signal ICs
("SPLICs") and digital signal processing ICs ("DSP ICs"). The Company also
manufactures and markets devices using assembled product technology.
Analog believes it is one of the world's largest suppliers of SLIC
products. The Company's SLIC products are primarily high-performance,
single-function devices. The majority of the Company's SLIC revenue is
attributable to data converters (analog-to-digital and digital-to-analog) and
amplifiers. Other SLIC products offered by the Company include analog
signal-processing devices (such as analog multipliers), voltage references and
comparators. SLICs are sold to a very large customer base for a wide variety of
applications, including applications in the medical, engineering and scientific
instruments market, factory automation market and military/ aerospace market.
Over the past five years, Analog has sought to balance its
traditionally stable SLIC business with the growth opportunities available for
SPLICs and DSP ICs, particularly in the communications and computer markets.
Analog's SPLIC and DSP IC products feature high levels of functional integration
on a single chip and are designed to address customers' needs to incorporate
increasingly greater levels of real-world signal processing capability in their
products. The Company's SPLIC and DSP ICs include products used in wireless
communication applications, such as digital mobile phones and base stations, and
computer applications, such as audio enhancement in multimedia PCs.
The Company is a Massachusetts corporation with its principal
headquarters located at One Technology Way, Norwood, Massachusetts 02062- 9106;
and its telephone number is (617) 329-4700.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock
by the Selling Stockholders.
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<PAGE> 10
THE SELLING STOCKHOLDERS
The shares of Common Stock covered by this Prospectus were issued to
the Selling Stockholders in a private placement made in connection with the
acquisition of Mosaic by the Company on July 1, 1996.
The following table sets forth the name and the number of shares of
Common Stock beneficially owned by the Selling Stockholders as of July 14, 1996
and the number of the shares to be offered by the Selling Stockholders pursuant
to this Prospectus.
<TABLE>
<CAPTION>
TOTAL NUMBER OF SHARES OF
SHARES OF COMMON STOCK COMMON STOCK
NAME OF SELLING STOCKHOLDER BENEFICIALLY OWNED OFFERED HEREBY
<S> <C> <C>
Simon Atkinson(1) 19,094 19,094
Jonathan Richard Strange(2) 19,094 19,094
Jane Atkinson(3) 13,953 13,953
Kate Elizabeth Baldwin(4) 13,953 13,953
Svein Olav Davidsen(5) 3,672 3,672
Timothy Doyen(6) 4,994 4,994
Christopher Schiller(7) 1,028 1,028
Christopher Saint(8) 808 808
</TABLE>
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(1) Mr. Atkinson served as a managing director of Mosaic and is currently
an employee of Mosaic, a wholly-owned subsidiary of the Company.
(2) Mr. Strange served as a managing director of Mosaic and is currently a
managing director of Mosaic, a wholly-owned subsidiary of the Company.
(3) Ms. Atkinson served as an employee of Mosaic and is currently an
employee of Mosaic, a wholly-owned subsidiary of the Company.
(4) Ms. Baldwin served as Mosaic Company Secretary.
(5) Mr. Davidsen served as a managing director of Mosaic.
(6) Mr. Doyen served as an officer and director of Mosaic Microsystems,
Inc. ("Mosaic, Inc."), a indirectly wholly-owned subsidiary of the
Company.
(7) Mr. Schiller served as an employee of Mosaic, Inc. and is currently an
employee of Mosaic, Inc., a indirectly wholly-owned subsidiary of the
Company.
(8) Mr. Saint served as an employee of Mosaic, Inc. and is currently an
employee of Mosaic, Inc., a indirectly wholly-owned subsidiary of the
Company.
The Company cannot determine the number of shares of Common Stock which
will be held by the Selling Stockholders upon the completion of the offering, as
the length of time of the offering period and the determination of whether to
buy or sell additional securities of the Company during the offering period are
at the discretion of the Selling Stockholders.
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PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold from time
to time by the Selling Stockholders. The Selling Stockholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. Such sales may be made on one or more exchanges or
in the over-the-counter market or otherwise, at prices related to the then
current market price or in negotiated transactions, including pursuant to an
underwritten offering or one or more of the following methods: (a) purchases by
a broker-dealer as principal and resale by such broker-dealer for its account
pursuant to this Prospectus; (b) ordinary brokerage transactions and
transactions in which a broker solicits purchasers; and (c) block trades in
which a broker-dealer so engaged will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction. The Company has been advised by the Selling Stockholders that they
have not made any arrangements relating to the distribution of the shares
covered by this Prospectus. In effecting sales, broker-dealers engaged by the
Selling Stockholders may arrange for other broker-dealers to participate.
Broker-dealers will receive commissions or discounts from the Selling
Stockholders in amounts to be negotiated immediately prior to the sale. The
Registration Rights annexed to the Share Purchase Agreement between the Company
and the Selling Stockholders dated July 1, 1996 provide that the Company will
indemnify the Selling Stockholders against certain liabilities, including
liabilities under the Securities Act.
In offering the shares of Common Stock covered hereby, the Selling
Stockholders and any broker-dealers and any other participating broker-dealers
who execute sales for the Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any profits realized by the Selling Stockholders and the compensation
of such broker-dealer may be deemed to be underwriting discounts and
commissions. In addition, any shares covered by this Prospectus which qualify
for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
this Prospectus. None of the shares covered by this Prospectus presently qualify
for sale pursuant to Rule 144.
The Company has advised the Selling Stockholders that during such time
as they may be engaged in a distribution of the shares of Common Stock covered
hereby they are required to comply with Rules 10b-6 and 10b-7 under the Exchange
Act (as those Rules are described in more detail below) and, in connection
therewith, that they may not engage in any stabilization activity in connection
with the Company's securities, are required to furnish to each broker-dealer
through which the shares of Common Stock covered hereby may be offered copies of
this Prospectus, and may not bid for or purchase any securities of the Company
or attempt to induce any person to purchase any Company securities except as
permitted under the Exchange Act. The Selling Stockholders have agreed to inform
the Company when the distribution of the shares of Common Stock covered hereby
is completed.
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Rule 10b-6 under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for or purchasing, for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Rule 10b-7 governs bids and purchases made in
order to stabilize the price of a security in connection with a distribution of
the security.
This offering will terminate on the earlier of (i) 24 months after the
effective date of this Prospectus or (ii) the date on which the shares of Common
Stock covered hereby have been sold by the Selling Stockholders.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 450,000,000
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 "Preferred Stock").
COMMON STOCK
As of July 15, 1996, there were 116,257,830 shares of Common Stock
outstanding and held of record by approximately 5,499 stockholders.
Holders of Common Stock are entitled to one vote for each share held on
all matters submitted to a vote of stockholders, and do not have cumulative
voting rights. Accordingly, holders of a majority of the shares of Common Stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of Common Stock are entitled to receive ratably
such dividends, if any, as may be declared by the Board of Directors out of
funds legally available therefor, subject to any preferential dividend rights of
outstanding Preferred Stock. Upon the liquidation, dissolution or winding up of
the Company, the holders of Common Stock are entitled to receive ratably the net
assets of the Company available after the payment of all debts and other
liabilities and subject to the prior rights of any outstanding Preferred Stock.
Holders of the Common Stock have no preemptive, subscription, redemption or
conversion rights. The outstanding shares of Common Stock are fully paid and
nonassessable. The rights, preferences and privileges of holders of Common Stock
are subject to, and may be adversely affected by, the rights of the holders of
shares of any series of Preferred Stock which the Company may designate and
issue in the future. There are no shares of Preferred Stock outstanding.
PREFERRED STOCK
The Board of Directors of the Company is authorized, subject to certain
limitations prescribed by law, without further stockholder approval to issue
from time to time up to an aggregate of 500,000 shares of Preferred Stock in one
or more series and to fix or alter the designations, preferences, rights and any
qualifications, limitations or restrictions of the shares of each such series
thereof, including the dividend rights, dividend rates,
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conversion rights, voting rights, terms of redemption (including sinking fund
provisions), redemption price or prices, liquidation preferences and the number
of shares constituting any series or designation of such series. The issuance of
Preferred Stock may have the effect of delaying, deferring or preventing a
change of control of the Company. The Company has no present plans to issue any
shares of Preferred Stock.
MASSACHUSETTS LAW AND CERTAIN PROVISIONS OF THE COMPANY'S RESTATED ARTICLES OF
ORGANIZATION AND BY-LAWS
Because the Company has more than 200 stockholders of record, it is
subject to Chapter 110F of the Massachusetts General Laws, an anti-takeover law.
In general, this statute prohibits a publicly held Massachusetts corporation
from engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
becomes an interested stockholder, unless (i) the interested stockholder obtains
the approval of the Board of Directors prior to becoming an interested
stockholder, (ii) the interested stockholder acquires 90% of the outstanding
voting stock of the corporation (excluding shares held by certain affiliates of
the corporation) at the time it becomes an interested stockholder, or (iii) the
business combination is approved by both the Board of Directors and the holders
of two-thirds of the outstanding voting stock of the corporation (excluding
shares held by the interested stockholder). An "interested stockholder" is a
person who, together with affiliates and associates, owns (or at any time within
the prior three years did own) 5% or more of the outstanding voting stock of the
corporation. A "business combination" includes a merger, a stock or asset sale,
and certain other transactions resulting in a financial benefit to the
interested stockholders.
Massachusetts General Laws Chapter 156B, Section 50A generally requires
that publicly-held Massachusetts corporation have a classified board of
directors consisting of three classes as nearly equal in size as possible,
unless the corporation elects to opt out of the statute's coverage. The
Company's By-Laws contain provisions which give effect to Section 50A.
The Company's By-Laws include a provision excluding the Company from
the applicability of Massachusetts General Laws Chapter 110D, entitled
"Regulation of Control Share Acquisitions." In general, this statute provides
that any stockholder of a corporation subject to this statute who acquires 20%
or more of the outstanding voting stock of a corporation may not vote such stock
unless the stockholders of the corporation so authorize. The Board of Directors
may amend the Company's By-Laws at any time to subject the Company to this
statute prospectively.
The Restated Articles of Organization of the Company, as amended (the
"Articles of Organization") provide that the directors and officers of the
Company shall be indemnified by the Company to the fullest extent authorized by
Massachusetts law, as it now exists or may in the future be amended, against all
liabilities and expenses incurred in connection with service for
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or on behalf of the Company. In addition, the Articles of Organization provide
that the directors of the Company will not be personally liable for monetary
damages to the Company for breaches of their fiduciary duty as directors.
STOCKHOLDER RIGHTS PLAN
The Company adopted a Stockholder Rights Plan on January 28, 1988,
which was amended on June 14, 1989 (the "Rights Plan"). Pursuant to the Rights
Plan, each share of Common Stock has an associated right (a "Right"). Each Right
entitles the registered holder to purchase from the Company one share of Common
Stock at a purchase price of $26.67 (as adjusted to account for the 50% Common
Stock dividend distributed by the Company on January 3, 1996) per share, subject
to adjustment (the "Purchase Price").
The Rights will be exercisable upon the earlier of (i) ten business
days following a public announcement that a person or group has acquired, or
obtained the right to acquire, beneficial ownership of 20% or more of the
outstanding Common Stock of the Company (an "Acquiring Person"), or (ii) ten
business days following the commencement of a tender offer or exchange offer,
the consummation of which would result in a person or group owning 30% or more
of the outstanding Common Stock (the earlier of such dates being called the
"Distribution Date"). Until a Right is exercised, the holder thereof has no
rights as a stockholder of the Company. Until the Distribution Date (or earlier
redemption or expiration of the Rights), Rights are transferred with and only
with the Common Stock.
In certain circumstances specified in the Rights Plan, including
certain circumstances occurring after any person or group becomes an Acquiring
Person, each holder of a Right, other than Rights beneficially owned by the
Acquiring Person, will thereafter have the right to receive upon exercise that
number of shares of Common Stock having a market value of two times the Purchase
Price, and in the event that the Company is acquired in a business combination
transaction or 50% or more of its assets are sold, each holder of a Right will
thereafter have the right to receive upon exercise that number of shares of
Common Stock of the acquiring company which at the time of the transaction will
have a market value of two times the Purchase Price.
The Rights have certain anti-takeover effects, in that they would cause
substantial dilution to a person or group that attempts to acquire a significant
interest in the Company on terms not approved by the Board of Directors. The
Board of Directors of the Company may in certain circumstances redeem the Rights
in whole at a price of $.0089 per Right, as adjusted.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Company's Common Stock is
Boston EquiServe L.P.
-12-
<PAGE> 15
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for the
Company by Hale and Dorr, Boston, Massachusetts.
EXPERTS
The consolidated financial statements of Analog Devices, Inc. appearing
in Analog Devices, Inc.'s Annual Report (Form 10-K) for the year ended October
28, 1995 have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
-13-
<PAGE> 16
No dealer, salesman or any other person has been authorized to give any
information or to make any representation in connection with this offering other
than those contained in this Prospectus, and any information or representation
not contained herein must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, any securities other than the registered securities to which
it relates or an offer to, or solicitation of, any person in any jurisdiction
where such an offer or solicitation would be unlawful. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstance,
create any implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained herein is
correct as of any date subsequent to the date hereof.
--------------------
TABLE OF CONTENTS
--------------------
Page
Available Information............ 2
Incorporation of Certain Documents by
Reference...................... 2
Risk Factors..................... 4
The Company...................... 7
Use of Proceeds.................. 7
The Selling Stockholders......... 8
Plan of Distribution............. 9
Description of Capital Stock..... 10
Legal Matters.................... 13
Experts.......................... 13
76,596 Shares
[ANALOG LOGO]
COMMON STOCK
--------------------
PROSPECTUS
--------------------
, 1996
-14-
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with
the issuance and distribution of the securities being registered. All amounts
shown are estimates except the Securities and Exchange Commission registration
fee.
<TABLE>
<S> <C>
SEC Registration Fee.................................. $ 485.33
NYSE Listing Fee...................................... 1,500.00
Transfer Agent and Registrar.......................... 500.00
Accounting Fees and Expenses.......................... 4,000.00
Legal Fees and Expenses............................... 10,000.00
Printing and Engraving................................ 3,000.00
Miscellaneous......................................... 2,514.67
----------
Total................................................. $22,000.00
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 6A of the Registrant's Articles of Organization, as amended
(the "Articles of Organization") provides for indemnification of directors and
officers to the full extent permitted under Massachusetts law. Section 67 of
Chapter 156B of the Massachusetts General Laws provides that a corporation has
the power to indemnify a director, officer, employee or agent of the corporation
and certain other persons serving at the request of the corporation and certain
other persons serving at the request of the corporation in related capacities
against amounts paid and expenses incurred in connection with an action or
proceeding to which he is or is threatened to be made a party by reason of such
position, if such person shall have acted in good faith and in a manner he
reasonably believed to be in the best interests of the corporation, provided
that, no indemnification shall be made with respect to any matter as to which
such person shall have been adjudged not to be entitled to indemnification under
Section 67.
Article 6A also provides for indemnification of directors and officers
of the Registrant against liabilities and expenses in connection with any legal
proceedings to which they may be made a party or with which they may become
involved or threatened by reason of having been an officer or director of the
Registrant or of any other organization at the request of the Registrant.
Article 6A generally provides that a director or officer of the Registrant (i)
shall be indemnified by the Registrant for all expenses of such legal
proceedings unless he has been adjudicated not to have acted in good faith in
the reasonable belief that his action was in the best interests of the
Registrant, and (ii) shall be indemnified by the Registrant for the expenses,
judgments, fines and amounts paid in settlement and
II-1
<PAGE> 18
compromise of such proceedings. No indemnification will be made to cover
costs of settlements and compromises if the Board determines by a majority
vote of a quorum consisting of disinterested directors (or, if such quorum
is not obtainable, by a majority of the disinterested directors of the
Registrant), that such settlement or compromise is not in the best interests
of the Registrant.
Article 6A permits the payment by the Registrant of expenses incurred
in defending a civil or criminal action in advance of its final disposition,
subject to receipt of an undertaking by the indemnified person to repay such
payment if it is ultimately determined that such person is not entitled to
indemnification under the Articles of Organization. No advance may be made
if the Board of Directors determines, by a majority vote of a quorum
consisting of disinterested directors (or, if such quorum is not obtainable,
by a majority of the disinterested directors of the Registrant), that such
person did not act in good faith in the reasonable belief that his action
was in the best interest of the Registrant.
Article 6D of the Registrant's Articles of Organization provides that
no director shall be liable to the Registrant or its stockholders for
monetary damages for breach of his fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 61 or 62 of Chapter 156B, or (iv) for any transaction from
which the director derived an improper personal benefit.
The Registrant has directors and officers liability insurance for the
benefit of its directors and officers.
ITEM 16. EXHIBITS.
See Exhibit Index included immediately preceding the Exhibits to this
Registration Statement, which is incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
II-2
<PAGE> 19
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") that are
incorporated by reference in this Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering
thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under "Item
15 -- Indemnification of Directors and Officers" above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
(c) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act, (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
bona fide offering thereof.
II-3
<PAGE> 20
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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Norwood, Commonwealth of
Massachusetts, on this 19th day of July, 1996.
ANALOG DEVICES, INC.
By: /S/ RAY STATA
-------------------------------------
Ray Stata
Chairman of the Board and
Chief Executive Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C> <C>
(i) Principal Executive Officers )
)
/S/ RAY STATA Chairman of the Board, Chief )
------------------------- Executive Officer and Director
RAY STATA )
)
/S/ JERALD G. FISHMAN President, Chief Operating )
------------------------- Officer and Director
JERALD G. FISHMAN )
)
(ii) Principal Financial Officer and Principal Accounting Officer)
)
/S/ JOSEPH E. MCDONOUGH Vice President-Finance and )
------------------------- Chief Financial Officer
JOSEPH E. MCDONOUGH )
</TABLE>
II-4
<PAGE> 21
<TABLE>
<CAPTION>
<S> <C> <C> <C>
(iii) Board of Directors )July 19, 1996
)
/S/ JOHN L. DOYLE Director )
-------------------------
JOHN L. DOYLE )
)
/S/ SAMUEL H. FULLER Director )
-------------------------
SAMUEL H. FULLER )
)
/S/ PHILIP L. LOWE Director )
-------------------------
PHILIP L. LOWE )
)
/S/ GORDON C. MCKEAGUE Director )
-------------------------
GORDON C. MCKEAGUE )
)
/S/ JOEL MOSES Director )
-------------------------
JOEL MOSES )
)
/S/ LESTER C. THUROW Director )
-------------------------
LESTER C. THUROW
</TABLE>
II-5
<PAGE> 22
<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
<S> <C> <C>
4.01 Restated Articles of Organization of the Registrant, as
amended (incorporated herein by reference to the Registrant's
Form S-8, dated as of May 30, 1996).
4.02 By-Laws of the Registrant, as amended (incorporated herein by
reference to the Registrant's Form 10-K for the fiscal year
ended October 31, 1992).
4.03 Rights Agreement, as amended, between the Registrant and The
First National Bank of Boston, as Rights Agent (incorporated
herein by reference to a Form 8 filed on June 27, 1989
amending the Registration Statement on Form 8-A relating to
Common Stock Purchase Rights).
4.04 The registration rights of the Selling Stockholders
referenced in and annexed to the Share Purchase Agreement
between the Registrant and the Selling Stockholders dated
July 1, 1996.
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 page II-4).
</TABLE>
<PAGE> 1
Exhibit 4.04
REGISTRATION RIGHTS
This document constitutes the Registration Rights Agreement (the
"Registration Rights Agreement") referred to in Article 7 of the
Agreement by and among Analog Devices, Inc. and the Shareholders, as
defined therein, dated July 1, 1996 (the "Share Purchase Agreement").
1. Definitions.
As used in this document, the following terms shall have the
meanings ascribed to them below:
1.1. "BUSINESS DAY" means any Monday, Tuesday, Wednesday, Thursday
or Friday that is not a day on which banking institutions in the City
of New York are authorized by law, regulation or executive order to
close.
1.2. "REGISTRABLE SECURITIES" means (i) the Analog Shares received
by the Shareholders and (ii) any securities issued or issuable in
respect of or in exchange for any of the Analog Shares referred to in
clause (i) by way of a stock dividend or stock split or in connection
with a combination of shares of Analog Shares, recapitalization,
reclassification, merger, consolidation, or exchange offer. For
purposes of this Agreement, a Registrable Security ceases to constitute
a Registrable Security (a) when such Registrable Security shall have
been effectively registered under the Securities Act and disposed of
pursuant to the Registration Statement, (b) when such Registrable
Security shall have been sold pursuant to Rule 144 (or any successor
provision) under the Securities Act, (c) when such Registrable Security
shall have been otherwise transferred and a new certificate for such
Registrable Security not bearing a legend restricting further transfer
shall have been delivered by Analog following Analog's receipt of an
opinion of counsel satisfactory to it that the issuance and delivery of
such a certificate is legal and proper, or (d) when such Registrable
Security shall have ceased to be outstanding.
1.3. "REGISTRATION STATEMENT" shall have the meaning set forth in
Section 2.1.
1.4. "SEC" shall mean the United States Securities and Exchange
Commission.
1.5. "SECURITIES ACT" shall mean the United States Securities Act
of 1933, as amended.
Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Share Purchase Agreement.
<PAGE> 2
2. Shelf Registration. As soon as practicable following, and in any
event, within thirty days of, the Completion Date, Analog shall file
with the SEC under the Securities Act a Registration Statement (the
"REGISTRATION STATEMENT") on Form S-3 covering the sale on a continuous
or delayed basis of all of the Analog Shares. Analog shall use its
reasonable efforts to cause the Registration Statement to be declared
effective by the SEC as soon as practicable. Analog shall cause the
Registration Statement to remain effective until the date two years
after the Completion Date or such earlier time as all of the Analog
Shares covered by the Registration Statement have been sold pursuant
thereto.
3. Registration Procedures.
3.1. Analog Procedures. In connection with Analog's registration
obligations pursuant to Section 2 Analog shall keep the Registration
Statement continuously effective for the period of time provided in
Section 2, to permit the sale of Registrable Securities pursuant to the
Registration Statement in accordance with the intended method or
methods of distribution thereof specified in the Registration Statement
or in the related prospectus(es) (the "PROSPECTUS"), and shall:
3.1.1 comply with such provisions of the Securities Act as
may be necessary to facilitate the disposition of all Registrable
Securities covered by the Registration Statement during the
applicable period in accordance with the intended method or
methods of disposition thereof set forth in the Registration
Statement or such Prospectus or supplement thereto;
3.1.2 notify the Shareholders, promptly (A) when the
Registration Statement, Prospectus or supplement thereto or
post-effective amendment has been filed, and, with respect to the
Registration Statement or post-effective amendment when it has
become effective, (B) of any request by the SEC for amendments or
supplements to the Registration Statement or Prospectus or for
additional information, (C) of the issuance by the SEC of any
comments with respect to any filing and of any stop order
suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose, (D) of the receipt
by Analog of any notification with respect to the suspension of
the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding
for such purpose, (E) of the happening of any event that makes any
statement made in the Registration Statement, Prospectus or any
other document incorporated therein by reference untrue or that
requires the making of any changes in the Registration Statement,
Prospectus or any document incorporated therein by reference in
order that such documents not contain any untrue statement of a
material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading, and (F) of Analog's determination
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<PAGE> 3
that a post-effective amendment to the Registration Statement
would be appropriate;
3.1.3 furnish to each Shareholder, at such Shareholder's
request and without charge, as many conformed copies as may
reasonably be requested by such Shareholder, of the Registration
Statement and any post-effective amendments thereto, including
financial statements and schedules, all documents incorporated
therein by reference and all exhibits (including those
incorporated by reference);
3.1.4 deliver to each Shareholder, without charge, as many
copies of the then effective Prospectus covering the Registrable
Securities and any amendments or supplements thereto as such
Shareholder may reasonably request;
3.1.5 register, qualify, obtain an exemption therefrom, or
cooperate with the Shareholders and their respective counsel in
connection with the registration or qualification or exemption
therefrom of the Registrable Securities for offer and sale under
the securities or blue sky laws of such jurisdictions as may be
reasonably requested in writing by the Shareholders and do any and
all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Registrable Securities
covered by the then-effective Registration Statement; provided,
however, that Analog shall not be required to (w) qualify as a
foreign corporation or generally to transact business in any
jurisdiction where it is not then so qualified, (x) qualify as a
dealer (or other similar entity) in securities, (y) otherwise
subject itself to taxation in connection with such activities, or
(z) take any action which would subject it to general service of
process in any jurisdiction where it is not then so subject;
3.1.6 cooperate with the Shareholders to facilitate the
timely preparation and delivery of certificates representing
Registrable Securities to be sold;
3.1.7 upon the occurrence of any event contemplated by
clauses (E) or (F) of paragraph 3.1.2 above, promptly prepare and
file, if necessary, a post-effective amendment to the Registration
Statement or a supplement to the related Prospectus or any
document incorporated therein by reference or file any other
required document so that the Registration Statement and the
Prospectus will not thereafter contain an untrue statement of a
material fact or omit to state any material fact necessary to make
the statements therein not misleading;
-3-
<PAGE> 4
3.1.8 otherwise comply with all applicable rules and
regulations of the SEC relating to such registration and the
distribution of the securities being offered;
3.1.9 in no event later than five (5) Business Days before
filing the Registration Statement, any post-effective amendment
thereto, any Prospectus or any amendment or supplement thereto
(other than any amendment or supplement made solely as a result of
incorporation by reference of documents), furnish to the
Shareholders copies of all such documents proposed to be filed;
3.1.10 not file the Registration Statement or any amendment
thereto or any Prospectus or any supplement thereto (other than
any amendment or supplement made solely as a result of
incorporation by reference of documents) to which the Shareholders
holding a majority of the Registrable Securities shall have
reasonably objected in writing, within two (2) Business Days after
delivery of such documents to the address of such Shareholder as
set forth in the Share Purchase Agreement or such other address
which shall have been provided to Analog in writing (the
"Shareholder Address"), to the effect that the Registration
Statement or amendment thereto or Prospectus or supplement thereto
does not comply in all material respects with the requirements of
the Securities Act (including, without limitation, in respect of
any information describing the manner in which the Shareholders
acquired such Registrable Securities and the intended method or
methods of distribution of such Registrable Securities), (provided
that the foregoing shall not limit the right of any Shareholder
reasonably to object, within two (2) Business Days after delivery
of such documents to the Shareholder Address, to any particular
information relating specifically to such Shareholder that is to
be contained in the Registration Statement, Prospectus or
Supplement, including, without limitation, any information
describing the manner in which such Shareholder acquired such
Registrable Securities and the intended method or methods of
distribution of such Registrable Securities), and if Analog is
unable to file any such document due to the objections of the
Shareholders, Analog shall use its reasonable efforts to cooperate
with the Shareholders to prepare, as soon as practicable, a
document that is responsive in all material respects to the
reasonable objections of the Shareholders;
3.1.11 promptly after the filing of any document that is to
be incorporated by reference into the Registration Statement or
Prospectus, provide copies of such document to the Shareholders;
3.1.12 subject to the proviso in paragraph 3.1.5 above, cause
the Registrable Securities to be registered with or approved by
such other governmental agencies or authorities within the United
States of America as
-4-
<PAGE> 5
may be reasonably necessary to enable the seller or sellers
thereof to consummate the disposition of such Registrable
Securities;
3.1.13 use its reasonable efforts to cause all Registrable
Securities covered by the Registration Statement to be listed on
each securities exchange or market, if any, on which similar
securities issued by Analog are then listed, provided that the
applicable listing requirements are satisfied; and
3.1.14 take all actions reasonably required to prevent the
entry of any stop order by the SEC or by any state securities
regulators or to remove any such order if entered.
3.2. Limitations on Registration Rights.
(a) Analog may, by written notice to the Shareholders, (i)
delay the filing or effectiveness of the Registration Statement or (ii)
suspend the Registration Statement after effectiveness and require that
the Shareholders immediately cease sales of Registrable Securities
pursuant to the Registration Statement in the event that Analog (A)
files a registration statement (other than a registration statement on
Form S-8 or its successor form) with the SEC for a public offering of
its securities, (B) is ineligible for use of a Form S-3 or (C) Analog
shall have delivered a notice in writing to the Shareholders stating
that a delay in the disposition of Registrable Securities is necessary
because Analog, in its reasonable judgment, has determined that sales
of Registrable Securities would require public disclosure by Analog of
material non-public information that Analog deems it advisable not to
disclose; provided, however, that no such delay shall be imposed unless
Analog shall equally prohibit during the period of such delay any sale
of Analog's securities by any executive officer or director of Analog.
(b) In the event of the delivery of the notice described in
clause 3.2(a)(ii) above by Analog, Analog shall use its reasonable
efforts to amend the Registration Statement or amend or supplement the
Prospectus, if necessary and to take all other actions necessary to
allow the proposed disposition to take place as promptly as practicable
after the conditions referred to therein have ceased to exist;
(c) Analog shall not restrict dispositions under clause
3.2(a)(ii) above for a period exceeding forty five (45) days; and
(d) In no event shall Analog be permitted to extend the
restriction period under clause 3.2(a)(ii) above beyond such forty five
(45) day period, and Analog shall not restrict sales of the Registrable
Securities under clause 3.2(a)(ii) above more than a total of twice in
any twelve (12) month period.
-5-
<PAGE> 6
(e) If Analog delays or suspends the Registration Statement
or requires the Shareholders to cease sales of shares pursuant to
paragraph 3.2(a) above, Analog shall, as promptly as practicable
following the termination of the circumstance which entitled Analog to
do so, take such actions as may be necessary to file or reinstate the
effectiveness of the Registration Statement and/or give written notice
to all Shareholders authorizing them to resume sales pursuant to the
Registration Statement. If as a result thereof the Prospectus included
in the Registration Statement has been amended to comply with the
requirements of the Securities Act, Analog shall enclose such revised
Prospectus with the notice to Shareholders given pursuant to this
paragraph 3.2(b), and the Shareholders shall make no offers or sales of
shares pursuant to the Registration Statement other than by means of
such revised Prospectus.
3.3. Requirements of Shareholders. Analog shall not be required to
include any Analog Shares in the Registration Statement unless the
Shareholder owning such Shares furnishes to Analog in writing such
information regarding such Shareholder and the proposed sale of Analog
Shares by such Shareholder as Analog may reasonably request in writing
in connection with the Registration Statement or as shall be required
in connection therewith by the SEC or any state securities law
authorities.
4. Registration Expenses.
All expenses incident to Analog's performance of or compliance
with this Agreement, including without limitation all registration and
filing fees, fees and expenses of compliance with state securities or
blue sky laws (including fees and disbursements of counsel in
connection with blue sky qualifications or registrations (or the
obtaining of exemptions therefrom) of the Registrable Securities),
printing expenses (including expenses of printing Prospectuses),
messenger and delivery expenses, internal expenses (including, without
limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), fees and disbursements of its
counsel and its independent certified public accountants, securities
acts liability insurance (if Analog elects to obtain such insurance),
and reasonable fees and expenses of any special experts retained by
Analog in connection with any registration hereunder (all of such
expenses herein referred to as "REGISTRATION EXPENSES"), and the fees
of one counsel for the Shareholders shall be borne by Analog; provided,
however, that the Registration Expenses shall not include any sales or
underwriting discounts, commissions or fees attributable to the sale of
the Registrable Securities and provided further that the fees and
expenses of counsel to the Shareholders borne by Analog shall not
exceed $2,500.
-6-
<PAGE> 7
5. Indemnification: Contribution.
5.1. Indemnification by Analog. Analog shall indemnify and hold
harmless, to the full extent permitted by law, each Shareholder, and
his respective representatives and agents, and each person who controls
(within the meaning of the Securities Act) such Shareholder, against
all losses, claims, damages, liabilities and expenses (including
reasonable costs of investigation and legal expenses) resulting from
any untrue or alleged untrue statement of a material fact contained in
the Registration Statement, any Prospectus, or any amendment or
supplement thereto, or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, except in each case insofar as the same arises out of or is
based upon an untrue statement or alleged untrue statement of a
material fact or an omission or alleged omission to state a material
fact in such Registration Statement, Prospectus, amendment or
supplement, as the case may be, made or omitted, as the case may be, in
reliance upon and in conformity with written information furnished to
Analog by such Shareholder for use therein. This indemnity is in
addition to any liability that Analog may otherwise have.
5.2. Indemnification by Shareholders. Each seller of Registrable
Securities, severally and not jointly, shall indemnify and hold
harmless, to the full extent permitted by law, Analog, each of its
directors and officers and each person, if any, who controls (within
the meaning of the Securities Act) Analog, against all losses, claims,
damages, liabilities and expenses (including reasonable costs of
investigation and legal expenses) resulting from any untrue or alleged
untrue statement of a material fact contained in the Registration
Statement, any Prospectus, or any amendment or supplement thereto, or
any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, if the
statement or omission was made in reliance upon and in conformity with
written information furnished to Analog by such Shareholder for use in
the Prospectus. This indemnity is in addition to any liability that any
such selling Shareholder may otherwise have.
5.3. Conduct of Indemnification Proceedings. Each party entitled
to indemnification under this Section 5 (the "INDEMNIFIED PARTY") shall
give notice to the party required to provide indemnification (the
"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual
knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim
or any litigation resulting therefrom; provided, that the failure of
any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations except to the extent
that its defense of the claim or litigation involved is prejudiced by
such failure. The Indemnified Party may participate in such defense at
such Party's expense; provided, however, that the Indemnifying Party
shall pay such expense if representation of such Indemnified
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<PAGE> 8
Party by the counsel retained by the Indemnifying Party would be
inappropriate due to actual or potential conflicts of interest between
the Indemnified Party and any other party represented by such counsel
in such proceeding. No Indemnifying Party, in the defense of any such
claim or litigation, except with the consent of each Indemnified Party,
shall consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party of a release from
all liability in respect of any claim or litigation, and no Indemnified
Party will consent to entry of any judgment or settle any claim or
litigation without the prior written consent of the Indemnifying Party.
Each Indemnified Party shall furnish such information regarding himself
or itself and the claim in question as the Indemnifying Party may
reasonably request and as shall be reasonably required in connection
with the defense of such claim and litigation resulting therefrom.
5.4. Contribution.
5.4.1 If for any reason the indemnification provided for in
this Section 5 from an Indemnifying Party, although otherwise
applicable by its terms, is determined by a court of competent
jurisdiction to be unavailable to an Indemnified Party hereunder, then
the Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified
Party as a result of such losses, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and the Indemnified Party in connection
with the actions that resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and
Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged
untrue statement of a material fact, has been made by, or relates to
information supplied by, the Indemnifying Party or the Indemnified
Party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The
amount paid or payable by a Party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to
include, subject to the limitations set forth in Section 5.3, any legal
or other fees or expenses reasonably incurred by such Party in
connection with any investigation or proceeding. Notwithstanding the
foregoing, no Shareholder will be required to contribute any amount in
excess of the proceeds to such Shareholder of all Registrable
Securities sold by such Shareholder pursuant to the Registration
Statement.
5.4.2 The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 5.4 were determined
by pro rata allocation or by any other method of allocation that does
not take account of the equitable considerations referred to in the
immediately preceding paragraph. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities
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<PAGE> 9
Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
6. Rule 144.
Analog shall take such further action as any Shareholder may
reasonably request to the extent required from time to time to enable
such Shareholder to sell Registrable Securities without registration
under the Securities Act, subject to the limitations of the exemption
provided by Rule 144, if applicable.
7. Future Mergers.
Analog covenants and agrees that it will not, directly or
indirectly, enter into any merger, consolidation or reorganization in
which Analog shall not be the surviving corporation (a "Merger") unless
prior to such Merger, the proposed surviving corporation shall agree in
writing to assume the obligations of Analog under this Registration
Agreement and for that purpose, references hereunder to "Registrable
Securities" shall be deemed to refer to the securities that the
Shareholders would be entitled to receive in exchange for Registrable
Securities under any such Merger, provided, however, that the
provisions of this Section 7 shall not apply in the event of any Merger
if the holders of Registrable Securities are entitled to receive in
exchange therefor (a) cash or (b) securities of the acquiring
corporation that may be immediately sold to the public without
limitations as to amount or procedure.
8. Assignment of Rights.
A Shareholder may not assign any of its rights under this
Registration Agreement except in connection with the transfer of some
or all of his or her Analog Shares to a child or spouse, or trust for
their benefit, provided each such transferee agrees in a written
instrument delivered to Analog to be bound by the provisions of this
Registration Agreement.
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<PAGE> 1
EXHIBIT 5.01
HALE AND DORR
60 State Street
Boston, Massachusetts 02109
July 19, 1996
Analog Devices, Inc.
One Technology Way
Norwood, MA 02062-9106
Dear Sirs:
This opinion is furnished to you in connection with a Registration
Statement on Form S-3 (the "Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, for the registration of 76,596
shares of Common Stock, $.16 2/3 par value per share (the "Shares"), of
Analog Devices, Inc., a Massachusetts corporation (the "Company"), held
by the Selling Stockholders, as defined in the Registration Statement.
We have examined the Registration Statement and all exhibits
thereto, all as filed with the Commission. We have also examined and
relied upon the originals, or copies of minutes of meetings or actions
taken by unanimous written consent of the Board of Directors of the
Company, the By-laws of the Company and the Restated Articles of
Organization of the Company, as amended, 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 (i)
the genuineness of all signatures and the authenticity of any documents
submitted to us as originals, (ii) the conformity to the originals of
any documents submitted to us as conformed or photostatic copies and
(iii) the authenticity of the originals of the latter documents.
We have not made an independent review of the laws of any state or
jurisdiction other than the Commonwealth of Massachusetts and the
United States. Accordingly, we express no opinion herein with respect
to the laws of any state or jurisdiction other than the Commonwealth of
Massachusetts and the United States.
<PAGE> 2
Based upon the foregoing, we are of the opinion that the Shares
have been duly authorized and will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as part of the
Registration Statement and to the use of our name therein and in the
related Prospectus under the caption "Legal Matters."
Very truly yours,
HALE AND DORR
<PAGE> 1
EXHIBIT 23.02
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3) and related
Prospectus of Analog Devices, Inc. for the registration of 76,596
shares of its common stock and to the incorporation by reference
therein 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, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
July 15, 1996
