<PAGE> 1
Filed Pursuant to Rule 424(b)(2)
Registration File No. 333-87053
PROSPECTUS DATED SEPTEMBER 24, 1999
2,000,000 SHARES
ANALOG DEVICES, INC.
COMMON STOCK
The shares of Common Stock, of Analog Devices, Inc. covered by this
prospectus may be issued, or transferred, by Analog from time to time to the
trust established by Analog and PNC Bank, National Association, the "Trustee"
pursuant to Analog's Deferred Compensation Plan. All of the shares covered by
this prospectus may be offered and sold for the account of the Trust, and the
proceeds of the sale of the shares will be held by the Trustee separate and
apart from other funds of Analog and applied for the uses and purposes of
participants in Analog's Deferred Compensation Plan. See "Deferred Compensation
Plan" and "Use of Proceeds."
Neither the Securities and Exchange Commission nor any state Securities'
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is September 24, 1999.
1
<PAGE> 2
AVAILABLE INFORMATION
Analog is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports and
other information with the Securities and Exchange Commission, also referred to
as the Commission. Reports, proxy materials and other information filed by
Analog with the Commission, pursuant to the informational requirements of the
Exchange Act, may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's regional offices located at Seven World Trade Center,
13th Floor, New York, New York 10048, and at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials also may
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, Analog is
required to file electronic versions of these documents with the Commission
through the Commission's Electronic Data Gathering, Analysis and Retrieval
(EDGAR) system. The Commission maintains a World Wide Web site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The common stock of Analog is listed on the New York Stock Exchange
and traded under the symbol "ADI." Reports, proxy materials and other
information concerning Analog may also be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.
Analog has filed with the Commission a Registration Statement on Form S-3
under the Securities Act of 1933, as amended, 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 Analog and the shares of
common stock offered hereby, reference is made to the Registration Statement,
including the exhibits and schedules thereto, which may be inspected, without
charge, at the Commission's principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and also at the regional offices of the Commission
listed above. Copies of such materials may also be obtained from the Commission
upon the payment of prescribed rates.
Statements contained in this prospectus as to any contracts, agreements or
other documents filed as an exhibit to the Registration Statement are not
necessarily complete, and in each instance reference is hereby made to the copy
of such contract, agreement or other document filed as an exhibit to the
Registration Statement for a full statement of the provisions thereof, and each
such statement in this prospectus is qualified in all respects by such
reference.
2
<PAGE> 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Analog with the Commission are
incorporated herein by reference:
(1) Analog's Annual Report on Form 10-K for the fiscal year ended October
31, 1998;
(2) Analog's Quarterly Reports on Form 10-Q for each of the quarters ended
January 30, 1999, May 1, 1999 and July 31, 1999;
(3) Analog's Registration Statement on Form 8-A (File No. 0-4407) filed
with the Commission on March 2, 1970; and
(4) All documents filed by Analog pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after September 13, 1999 and prior to the date of this
prospectus.
All documents filed by Analog 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.
This prospectus may contain and/or incorporate by reference forward-looking
statements within the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. For this purpose, any statements contained herein
or incorporated herein by reference that are not statements of material fact may
be deemed to be forward-looking statements. Without limiting the foregoing, the
words "believes," "anticipates," "plans," "expects" and similar expressions are
intended to identify forward-looking statements. Reference is made in particular
to the discussion set forth under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in Analog's Annual Report on Form
10-K for the fiscal year ended October 31, 1998, and the other reports
periodically filed with the Commission pursuant to the Exchange Act and
incorporated in this prospectus by reference. Such statements are based on then
current expectations that involve a number of uncertainties. Actual results
could differ materially from those projected in any such forward looking
statements.
Analog will provide without charge to each person to whom this prospectus
is delivered, upon the request of such person, a copy of any or all of the above
documents incorporated herein by reference (without exhibits to such documents
other than exhibits specifically incorporated by reference into the documents
that this prospectus incorporates). Requests for such copies should be directed
to Joseph E. McDonough, Vice President-Finance of Analog Devices, Inc., One
Technology Way, Norwood, MA 02062-9106; telephone number (617) 329-4700.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS, AND ANY INFORMATION OR REPRESENTATION
NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
ANALOG. 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 ANALOG
SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY DATE SUBSEQUENT TO THE DATE HEREOF.
3
<PAGE> 4
THE COMPANY
Analog is a semiconductor company that designs, manufactures and markets
precision high-performance integrated circuits ("ICs") used in analog and
digital signal processing ("DSP"). Virtually all of Analog's products are
components, which are typically incorporated by original equipment manufacturers
("OEMs") in a wide range of equipment and systems for use in communications,
computer, industrial, instrumentation, military/aerospace, automotive and
high-performance consumer electronics applications.
Analog's principal products include general-purpose, standard-function
analog and mixed-signal ICs and DSP ICs. DSP ICs include general-purpose digital
signal processing ICs and application-specific devices that typically
incorporate analog and mixed-signal circuitry and a DSP core.
DEFERRED COMPENSATION PLAN
Analog has established the Analog Devices, Inc. Deferred Compensation Plan
(the "Plan") to provide (i) certain management and highly compensated employees
of Analog and (ii) the non-employee directors of Analog with the opportunity to
defer receipt of all or any portion of their compensation payable for services
rendered to Analog. The obligations of Analog under such deferral arrangements
(the "Obligations") are unfunded and unsecured general obligations of Analog to
pay in the future the value of the deferred compensation adjusted to reflect the
performance, whether positive or negative, of selected investment measurement
options chosen by each participant during the deferral period in accordance with
the terms of the Plan. Eligible participants in the Plan ("Eligible
Participants") are Analog's non-employee directors and certain Company employees
designated from time to time, by name, group or description by the
Administrative Committee for the Plan.
The Plan was adopted on November 3, 1995 and amended on December 3, 1996,
March 11, 1997 and November 5, 1997 and permits Eligible Participants to defer
(i) salary and bonuses, (ii) in the case of non-employee directors, director
fees and meeting fees and (iii) the gains that would otherwise be recognized
upon the exercise of non-statutory stock options held by Eligible Participants
("Deferred Option Gains") and gains that would otherwise be recognized upon the
lapse or termination of the restrictions and forfeiture provisions applicable to
grants of restricted stock held by Eligible Participants.
Ordinarily, upon the exercise of non-statutory stock options, Eligible
Participants would be required to recognize, for federal income tax purposes, an
amount equal to the difference between the option exercise price and the fair
market value of Analog's common stock issued upon the option exercise. To defer
the Deferred Option Gains, Eligible Participants are required to deliver an
irrevocable election to Analog prior to the option exercise. The Eligible
Participant must specify at the time the irrevocable election is made whether
such election relates to (i) all the shares issuable pursuant to a specified
option or (ii) only those shares issuable pursuant to the specified option
which, based on the then fair market value, represents the gain that would
otherwise be realized upon the option exercise (the "Gain Shares"). After the
deferral election has been delivered and the option is exercised, Analog will
issue to the Trust (established for the Plan by a Trust Agreement between Analog
and the Trustee), in accordance with the prior election, either (i) all of the
shares issuable upon the exercise of such option or (ii) the Gain Shares, as the
case may be, (collectively, the "Deferred Option Shares").
From time to time, certain employees of Analog are granted stock awards
("Restricted Stock Awards") that are subject to certain restrictions and/or
risks of forfeiture (collectively, "Restrictions"). Ordinarily, upon the lapse
or termination of such Restrictions, such employees would realize income for
Federal Tax purposes in an amount equal to the difference between the price paid
for the shares granted pursuant to the Restricted Stock Award, which is
ordinarily a nominal amount, and the fair market value of the stock on the date
the Restrictions lapse or terminate. The Plan allows Eligible Participants to
defer the payment of the taxes which would otherwise be due at the time the
Restrictions lapse or terminate ("Restricted Stock Gains"). In order to defer
Restricted Stock Gains, Eligible Participants must deliver an irrevocable
election to Analog prior to the date that the Restrictions on such shares lapse
or terminate. After such an election has been made, the holders of such
restricted shares will cause Analog to transfer such shares ("Deferred
Restricted Stock Shares") to the Trust.
4
<PAGE> 5
The Trust is considered to be a grantor trust for federal income tax
purposes. Deferred Option Shares and Deferred Restricted Stock Shares
(collectively, "Deferred Shares") issued to the Trust are held by the Trustee
together with any other funds or assets deposited with the Trustee by Analog
pursuant to the terms of the Plan and the Trust Agreement. The assets of the
Trust, and any earnings thereon, are held separate and apart from other funds of
Analog for the uses and purposes of Plan participants. Analog's obligations with
respect to an Eligible Participant's Deferred Shares are unfunded and unsecured
promises by Analog to pay in the future the value of the Deferred Shares,
adjusted either up or down to reflect the value of an equal amount of shares of
Analog's common stock and in certain cases the performance of selected
investment measurement options if available to a participant during the deferral
period in accordance with the Plan and the Trust Agreement.
Deferred Shares arising out of stock options granted, or Restricted Stock
Awards issued, by Analog on or prior to July 23, 1997 may be sold from time to
time in the open market for the account of the Trust when an Eligible
Participant advises Analog to change his/her investment from Analog to one or
more of the several investment measurement options available to Plan
participants or whenever the Trustee deems such sale to be appropriate. The
Deferred Compensation Plan does not permit Eligible Participants to change their
investment from Analog common stock with respect to stock options granted after
July 23, 1997 or Restricted Stock Awards issued after July 23, 1997. After
Deferred Shares are sold, investment earnings credited to the Eligible
Participant's account will be indexed to the mutual funds or indices selected by
the Eligible Participant. Analog is not actually required to invest the deferred
compensation in the types of funds specified by a Plan participant. However,
such use of the Trust may assist Analog in meeting its future Obligations.
Analog has filed with the Commission Registration Statements on Form S-8
under the Securities Act with respect to Analog's Obligations under the Plan
(Registration Statement Nos. 33-64849 and 333-48243). Analog has filed with
Commission an additional Registration Statement on Form S-8 with respect to an
increase in Analog's Obligations under the Plan as of the date of this
prospectus.
The address of the Trustee is PNC Bank, N.A., Retirement and Investment
Services, One Oliver Plaza, 210 6th Avenue, Pittsburgh, PA 15222-2602,
Attention: Trust Officer.
USE OF PROCEEDS
As set forth under "Deferred Compensation Plan," the proceeds from the sale
of any shares of Company common stock shall be held by the Trustee separate and
apart from other funds of Analog and applied for the use and purposes of
participants in the Plan. Such proceeds, together with other assets held by the
Trust, shall be subject to the claims of Analog's general creditors under
federal and state laws in the event of Analog's insolvency.
Analog cannot determine the number of shares of common stock which will be
sold pursuant to this prospectus because that number is dependent upon the
extent to which Eligible Participants elect to defer the recognition of gains
from their exercise of stock options and Restricted Stock Awards granted by
Analog.
PLAN OF DISTRIBUTION
Shares of common stock covered hereby may be offered and sold by Analog for
the account of the Trust. Such sales may be made on the New York Stock Exchange
in open market transactions including one or more of the following methods: (a)
purchases by a broker-dealer as principal for resale on the open market by such
broker or dealer for its account pursuant to this prospectus; (b) ordinary open
market brokerage transactions and open market transactions in which a broker
solicits purchasers; and (c) block trades in which a broker-dealer so engaged
will attempt to sell on the open market the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction. In
effecting sales, broker-dealers engaged to sell the shares may arrange for other
broker-dealers to participate. Broker-dealers will receive commissions or
discounts from Analog in amounts to be negotiated immediately prior to the sale.
In offering the shares of common stock covered hereby, any broker-dealers
and any other participating
5
<PAGE> 6
broker-dealers who execute sales may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales, and the
compensation of such broker-dealers may be deemed to be underwriting discounts
and commissions.
This offering will terminate on the date on which all shares offered hereby
have been sold.
INDEMNIFICATION MATTERS
The Restated Articles of Organization of Analog, as amended (the "Articles
of Organization") provide that the directors and officers of Analog shall be
indemnified by Analog to the fullest extent authorized by Massachusetts law, as
it now exists or may in the future be amended, against all liabilities and
expenses incurred in connection with service for or on behalf of Analog. In
addition, the Articles of Organization provide that the directors of Analog will
not be personally liable for monetary damages to Analog for breaches of their
fiduciary duty as directors.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for Analog by
Hale and Dorr LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements and financial statement schedule of
Analog Devices, Inc. incorporated by reference and included, respectively, in
Analog Devices, Inc.'s Annual Report (Form 10-K) for the year ended October 31,
1998 have been audited by Ernst & Young LLP, independent auditors, as set forth
in their reports thereon incorporated by reference and included therein and
incorporated herein by reference. Such consolidated financial statements and
financial statement schedule are incorporated herein by reference in reliance
upon such reports given upon the authority of such firm as experts in accounting
and auditing.
6
