<PAGE> 1
As filed with the Securities and Exchange Commission on June 27, 2000
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 her jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE TECHNOLOGY WAY
NORWOOD, MASSACHUSETTS 02062-9106
(Address of principal executive offices) (Zip Code)
ANALOG DEVICES, INC.
1998 STOCK OPTION 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.16 2/3 par
value per share 34,000,000 shares $93.09(1) $3,132,420,000(1) $826,958.88
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</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee, and based upon the average of the high and low prices of
the Registrant's Common Stock as reported by the New York Stock Exchange on
June 26, 2000 in accordance with Rules 457(c) and 457(h) of the Securities
Act of 1933.
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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. 333-47787) filed by the
Registrant on March 11, 1998, relating to the Registrant's 1998 Stock Option
Plan.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for the
purposes of this registration statement to the extent 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
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
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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 27th
day of June, 2000.
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 and Joseph E. McDonough and
Paul P. Brountas, 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.
SIGNATURE TITLE DATE
/s/ Jerald G. Fishman President, Chief Executive June 27, 2000
------------------------------- Officer and Director
JERALD G. FISHMAN (Principal Executive Officer)
/s/ Ray Stata Chairman of the Board
------------------------------- and Director June 27, 2000
RAY STATA
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SIGNATURE TITLE DATE
/s/ Joseph E. McDonough Vice President-Finance June 27, 2000
------------------------------- and Chief Financial
JOSEPH E. MCDONOUGH Officer (Principal Financial
and Accounting Officer)
/s/ John L. Doyle Director June 27, 2000
-------------------------------
JOHN L. DOYLE
/s/ Charles O. Holliday, Jr. Director June 27, 2000
-------------------------------
CHARLES O. HOLLIDAY, JR.
/s/ Joel Moses Director June 27, 2000
-------------------------------
JOEL MOSES
Director June __, 2000
-------------------------------
F. GRANT SAVIERS
/s/ Lester C. Thurow Director June 27, 2000
-------------------------------
LESTER C. THUROW
-4-
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EXHIBIT INDEX
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Exhibit
Number Description
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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-K (File No. 001-07819) filed on March 19, 1998), as
amended by Amendment No.1 to Rights Agreement, entered into as of
October 14, 1999 (incorporated herein by reference to the
Registrant's Registration Statement on Form 8-K/A (File No.
001-07819) filed on November 19, 1999).
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of Independent Auditors
24 Power of Attorney (included on the signature page of this
Registration Statement)
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