<PAGE> 1
As filed with the Securities and Exchange Commission on March 19, 1998
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 registrant as specified in its charter)
MASSACHUSETTS 04-2348234
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE TECHNOLOGY WAY
NORWOOD, MASSACHUSETTS 02062-9106
(Address of Principal Executive Offices) (Zip Code)
ANALOG DEVICES, INC.
DEFERRED COMPENSATION PLAN
(Full title of the Plan)
PAUL P. BROUNTAS, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(Name and address of agent for service)
(617) 526-6000
(Telephone number, including area code, of agent for service)
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed
Title of maximum
securities Amount aggregate Amount of
to be to be offering registration
registered(1) registered(1) price(2) fee
- ------------ ------------ --------- ------------
<S> <C> <C> <C>
Deferred $55,000,000 $55,000,000 $16,225
Compensation
Obligations
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(1) The Deferred Compensation Obligations are unsecured obligations of
Analog Devices, Inc. to pay deferred compensation in the future in
accordance with the terms of the Analog Devices, Inc. Deferred
Compensation Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) of the Securities Act of 1933, as amended.
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<PAGE> 2
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8 (File No. 033-64849) filed by
the Registrant on December 8, 1995, relating to the Registrant's Deferred
Compensation Plan, as amended by Post-Effective Amendment No. 1 to S-8 filed by
the Registrant on April 15, 1997 and Post-Effective Amendment No. 2 to Form S-8
filed by the Registrant on November 12, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Norwood, Commonwealth of Massachusetts, on this 11th
day of March, 1998.
ANALOG DEVICES, INC.
By: /s/ Jerald G. Fishman
---------------------
Jerald G. Fishman
President and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Analog Devices, Inc., hereby
severally constitute and appoint Jerald G. Fishman, Joseph E. McDonough, Paul P.
Brountas and Mark G. Borden 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.
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>
/S/ Jerald G. Fishman President, Chief Executive )
- ----------------------- Officer and Director ) March 11, 1998
JERALD G. FISHMAN )
)
/s/ Ray Stata Chairman of the Board )
- ----------------------- and Director ) March 11, 1998
RAY STATA )
)
/s/ Joseph E. McDonough Vice President-Finance )
- ----------------------- and Chief Financial ) March 11, 1998
JOSEPH E. MCDONOUGH Officer )
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ John L. Doyle Director )
- --------------------------- ) March 11, 1998
JOHN L. DOYLE )
)
/s/ Charles O. Holliday, Jr. Director )
- --------------------------- ) March 11, 1998
CHARLES O. HOLLIDAY, JR. )
)
/s/ Joel Moses Director )
- --------------------------- ) March 11, 1998
JOEL MOSES )
)
/s/ F. Grant Saviers Director )
- --------------------------- ) March 11, 1998
F. GRANT SAVIERS )
)
/s/ Lester C. Thurow Director )
- --------------------------- ) March 11, 1998
LESTER C. THUROW )
)
</TABLE>
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit
Number Description
- -------- ------------
<S> <C>
4.1 Restated Articles of Organization of Analog Devices, Inc., as
amended (incorporated herein by reference to the Registrant's
Form S-8, filed on May 30, 1996)
4.2 By-Laws of the Registrant (incorporated herein by reference to
the Registrant's Form 10-K, filed on January 28, 1998)
4.3 Rights Agreement, as amended, between the Registrant and The
First National Bank of Boston, as Rights Agent (incorporated
herein by reference to the Registrant's Form 8 filed on June
27, 1989 amending the Registration Statement on Form 8-A
relating to Common Stock Purchase Rights)
4.4 Analog Devices, Inc. Deferred Compensation Plan (incorporated
herein by reference to the Registrant's Form S-8 filed on
December 8, 1995, as amended by Post-Effective Amendment No. 1
to S-8 filed on April 15, 1997 and Post-Effective Amendment
No. 2 to Form S-8 filed on November 12, 1997
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (included on the signature page of this
Registration Statement)
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Exhibit 5
---------
HALE AND DORR LLP
60 STATE STREET
BOSTON, MA 02109
(617) 526-6000
March 19, 1998
Analog Devices, Inc.
One Technology Way
Norwood, MA 02062
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement"), to be filed with the
Securities and Exchange Commission, relating to the registration of $55,000,000
of deferred compensation obligations (the "Obligations"), which will represent
unsecured obligations of the Analog Devices, Inc. Deferred Compensation Plan
(the "Plan").
We have examined the Restated Articles of Organization and the By-Laws of
the Registrant and all amendments thereto and the Plan and have examined and
relied on the originals, or copies certified to our satisfaction, of such
records of meetings of the directors of the Registrant, documents and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.
In examination of the foregoing documents, we have assumed (i) the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, (ii) the conformity to original documents of all documents
submitted to us as conformed or photostatic copies, and (iii) the authenticity
of the originals of such latter documents.
Based upon and subject to the foregoing, we are of the opinion that
when issued by the Registrant in the manner provided in the Plan, the
Obligations will be valid and binding obligations of the Registrant, enforceable
against the Registrant in accordance with their terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization, arrangement, moratorium
and other laws of general applicability.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
HALE AND DORR LLP
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Exhibit 23.2
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Analog Devices, Inc. pertaining to the Analog Devices, Inc. Deferred
Compensation Plan of our report dated December 2, 1997, with respect to the
consolidated financial statements of Analog Devices, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended November 1, 1997
and the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
March 16, 1998
