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As Filed with the Securities and Exchange Commission on September 14, 1999
Registration No. 333-_____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
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 (I.R.S. Employer Identification No.)
of Incorporation or Organization)
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)
PAUL P. BROUNTAS, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 526-6000
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of Agent for Service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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. [ ]
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. [ ]
If delivery of the prospectus is expected to be made pursuant Rule 434,
please check the following box. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title Of Shares To Amount To Be Proposed Maximum Proposed Maximum Amount Of
Be Registered Registered Offering Price Per Share (1) Aggregate Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock,
$.16 2/3 par value 2,000,000 shares $55.1875 $110,375,000 $30,685
</TABLE>
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(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 September 7, 1999.
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.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION,
PRELIMINARY PROSPECTUS DATED SEPTEMBER 14, 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 14, 1999.
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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.
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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.
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THE COMPANY
Analog is 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.
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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
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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.
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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.
SEC Registration Fee......................... $30,685
Accounting Fees and Expenses................. 8,000
Legal Fees and Expenses...................... 20,000
Miscellaneous................................ 1,315
Total........................................ $60,000
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 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 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.
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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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) 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.
(c) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically
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incorporated by reference in the prospectus to provide such interim financial
information.
(d) 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 indemnification provisions described herein,
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.
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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-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 the 14th
day of September, 1999.
ANALOG DEVICES, INC.
By:/s/ Jerald G. Fishman
---------------------------------
JERALD G. FISHMAN
President and Chief Executive Officer
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>
<S> <C> <C>
/s/ Jerald G. Fishman President, Chief Executive )
- -------------------------------------- Officer and Director (Principal ) September 14, 1999
JERALD G. FISHMAN Executive Officer) )
)
/s/ Ray Stata Chairman of the Board )
- -------------------------------------- and Director ) September 14, 1999
RAY STATA )
)
/s/ Joseph E. McDonough Vice President-Finance )
- -------------------------------------- and Chief Financial ) September 14, 1999
JOSEPH E. MCDONOUGH Officer (Principal Financial )
and Accounting Officer) )
)
/s/ John L. Doyle Director ) September 14, 1999)
- -------------------------------------- )
)
)
/s/ Charles O. Holliday, Jr. Director ) September 14, 1999)
- -------------------------------------- )
CHARLES O. HOLLIDAY, JR. )
)
/s/ Joel Moses Director ) September 14, 1999
- -------------------------------------- )
JOEL MOSES )
)
/s/ F. Grant Saviers Director ) September 14, 1999
- -------------------------------------- )
F. GRANT SAVIERS )
)
/s/ Lester C. Thurow Director ) September 14, 1999
- -------------------------------------- )
LESTER C. THUROW )
</TABLE>
11
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
4.1 Restated Articles of Organization of the Registrant, as
amended (incorporated herein by reference to the
Registrant's Form 10-Q, filed on March 15, 1999).
4.2 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, 1998, filed on January 28, 1999).
4.3 Rights Agreement dated as of March 18, 1998, between the
Registrant and BankBoston, N.A. as Rights Agent
(incorporated herein by reference to a Registration
Statement on Form 8-A (File No. 001-07819) filed on
March 19, 1998).
4.4 Deferred Compensation Plan of the Registrant (incorporated
herein by reference to the Registrant's Form S-8, dated
December 8, 1995 (File No. 33-64849), as amended by
Post-Effective Amendment No. 1 to Form S-8 filed on April
15, 1997 and Post-Effective Amendment No. 2 to Form S-8
filed on November 12, 1997 and by reference to the
Registrant's Form S-8 filed on March 19, 1998).
4.5 Trust Agreement for Deferred Compensation Plan between the
Registrant and PNC Bank, National Association, dated
October 23, 1997 (incorporated herein by reference to the
Registrant's Post-Effective Amendment No. 2 to Form S-3
filed on November 12, 1997).
5.1 Opinion of Hale and Dorr
23.1 Consent of Hale and Dorr (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
</TABLE>
12
<PAGE> 1
EXHIBIT 5
HALE AND DORR LLP
60 STATE STREET
BOSTON, MA 02109
(617) 526-6000
September 14, 1999
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-3 (the "Registration Statement"), to be filed with the
Securities and Exchange Commission (the "Commission"), relating to the
registration of 2,000,000 shares of common stock, $.16 2/3 par value per share,
(the "Shares") of Analog Devices, Inc., a Massachusetts corporation (the
"Registrant" or the "Company"), under the Registrant's Deferred Compensation
Plan (the "Plan").
We have examined the Registration Statement and all exhibits thereto, all
as filed with the Commission, 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 the
Shares have been duly authorized and will, when issued and sold by the
Registrant as provided in the Registration Statement, be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of our name therein and in the related
prospectus under the caption "Legal Matters."
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
13
<PAGE> 1
EXHIBIT 23.2
CONSENT OF 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 2,000,000 shares of its common stock and to the
incorporation by reference therein of our report dated December 1, 1998, 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
October 31, 1998, and our report dated January 22, 1999 with respect to the
related financial statement schedule included therein, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Boston, Massachusetts
September 10, 1999
14
