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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, 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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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C>
Title of securities to be Amount to be Proposed maximum Amount of
registered(1) registered(1) aggregate offering Price(2) registration fee
Deferred Compensation $75,000,000 $75,000,000 $20,850
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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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 Form 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, and incorporates by
reference the contents of the Registration Statement on Form S-8 (File No.
333-48243) filed by the Registrant on March 19, 1998.
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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 14th
day of September, 1999.
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 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.
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.
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SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Jerald G. Fishman President, Chief Executive )
- ---------------------------------- Officer and Director ) September 14, 1999
JERALD G. FISHMAN (Principal 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) )
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<TABLE>
<CAPTION>
<S> <C> <C>
/s/ John L. Doyle Director )
- ---------------------------------- ) September 14, 1999
JOHN L. DOYLE )
)
/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 )
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 Restated Articles of Organization of Analog Devices, Inc., 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 (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 the Registrant's Registration Statement
on Form 8-A (File No. 001-07819) filed on March 19, 1998)
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 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)
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
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-8 (the "Registration Statement"), to be filed with the
Securities and Exchange Commission, relating to the registration of $75,000,000
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,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Deferred Compensation Plan of Analog Devices, Inc. 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
