<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 2000
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
ANALOG DEVICES, INC.
(Exact name of registrant as specified in its charter)
------------------------
<TABLE>
<S> <C>
MASSACHUSETTS 04-2348234
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
</TABLE>
ONE TECHNOLOGY WAY
NORWOOD, MASSACHUSETTS 02062-9106
(781) 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
TEL: (617) 526-6000
FAX: (617) 526-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
Approximate date of commencement of proposed sale to public: From time to
time 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 filed to register additional securities for an offering
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. [ ] 333- .
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. [ ] 333- .
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SHARES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.16 2/3 par value per
share...................................... 1,359,329 $54.50 $74,083,431 $19,559
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act and based upon the average of the
high and low prices on the New York Stock Exchange on December 7, 2000.
------------------------
THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY 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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--------------------------------------------------------------------------------
<PAGE> 2
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 WE ARE NOT
SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE
THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS SUBJECT TO COMPLETION,
DATED DECEMBER 8, 2000
ANALOG DEVICES, INC. LOGO
1,359,329 SHARES OF COMMON STOCK
$0.16 2/3 Par Value Per Share
------------------------
This prospectus relates to resales of shares of our common stock issued by
us to the former stockholders of ChipLogic, Inc. in connection with our
acquisition of that company.
We will not receive any proceeds from the sale of the shares.
The selling stockholders identified in this prospectus, or their pledgees,
donees, transferees or other successors-in-interest, may offer the shares from
time to time through public or private transactions at prevailing market prices,
at prices related to prevailing market prices or at privately negotiated prices.
Our common stock is traded on the New York Stock Exchange under the symbol
"ADI."
------------------------
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 3.
------------------------
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE
NOT APPROVED OR DISAPPROVED 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 December , 2000.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Company................................................. 3
Risk Factors................................................ 3
Cautionary Statement Concerning Forward-Looking
Information............................................... 6
Selling Stockholders........................................ 7
Description of Capital Stock................................ 9
Plan of Distribution........................................ 11
Legal Matters............................................... 12
Experts..................................................... 12
Where You Can Find More Information......................... 12
Incorporation of Certain Documents by Reference............. 12
</TABLE>
We have not authorized anyone to provide you with information different
from that contained or incorporated by reference in this prospectus. The selling
stockholders are offering to sell, and seeking offers to buy, shares of our
common stock only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or of any sale
of common stock.
2
<PAGE> 4
THE COMPANY
Analog Devices, Inc.'s executive offices are located at One Technology Way,
Norwood, Massachusetts 02062-9106. Our telephone number is (781) 329-4700 and
our Internet address is www.analog.com. The information on our Internet website
is not incorporated by reference in this prospectus. Unless the context
otherwise requires references in this prospectus to "Analog Devices," "we,"
"us," and "our" refer to Analog Devices, Inc. and its subsidiaries.
RISK FACTORS
Investing in our common stock involves a high degree of risk. You should
carefully consider the risks and uncertainties described below before purchasing
our common stock. The risks and uncertainties described below are not the only
ones facing our company. Additional risks and uncertainties may also impair our
business operations. If any of the following risks actually occur, our business,
financial condition or results of operations would likely suffer. In that case,
the trading price of our common stock could fall, and you may lose all or part
of the money you paid to buy our common stock.
WE MAY EXPERIENCE MATERIAL FLUCTUATIONS IN FUTURE OPERATING RESULTS.
Our future operating results are difficult to predict and may be affected
by a number of factors including the timing of new product announcements or
introductions by us and our competitors, competitive pricing pressures,
fluctuations in manufacturing yields, adequate availability of wafers and
manufacturing capacity, our ability to continue hiring engineers and other
qualified employees needed to meet the expected demands of our largest customers
and changes in product mix and economic conditions in the United States and
international markets. In addition, the semiconductor market has historically
been cyclical and subject to significant economic downturns at various times.
Our business is subject to rapid technological changes and there can be no
assurance, depending on the mix of future business, that products stocked in
inventory will not be rendered obsolete before we ship them. As a result of
these and other factors, there can be no assurance that we will not experience
material fluctuations in future operating results on a quarterly or annual
basis.
OUR FUTURE SUCCESS DEPENDS UPON OUR ABILITY TO DEVELOP AND MARKET NEW PRODUCTS
AND ENTER NEW MARKETS.
Our success depends in part on our continued ability to develop and market
new products. There can be no assurance that we will be able to develop and
introduce new products in a timely manner or that new products, if developed,
will achieve market acceptance. In addition, our growth is dependent on our
continued ability to penetrate new markets where we have limited experience and
competition is intense. There can be no assurance that the markets we serve will
grow in the future; that our existing and new products will meet the
requirements of these markets; that our products will achieve customer
acceptance in these markets; that competitors will not force prices to an
unacceptably low level or take market share from us; or that we can achieve or
maintain profits in these markets. Also, some of our customers in these markets
are less well established, which could subject us to increased credit risk.
WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY IN THE SEMICONDUCTOR INDUSTRY IN THE
FUTURE.
The semiconductor industry is intensely competitive. Some of our
competitors have greater technical, marketing, manufacturing and financial
resources than we do. Our competitors also include emerging companies attempting
to sell products to specialized markets such as those that we serve. Our
competitors have, in some cases, developed and marketed products having similar
design and functionality as our products. There can be no assurance that we will
be able to compete successfully in the future against existing or new
competitors or that our operating results will not be adversely affected by
increased price competition.
WE MAY NOT BE ABLE TO SATISFY INCREASING DEMAND FOR OUR PRODUCTS, AND INCREASED
PRODUCTION MAY LEAD TO OVERCAPACITY AND LOWER PRICES.
3
<PAGE> 5
The cyclical nature of the semiconductor industry has resulted in sustained
or short-term periods when demand for our products has increased or decreased
rapidly. We and the semiconductor industry have experienced a period of rapid
increases in demand during fiscal 2000 and during the current fiscal year. We
have increased our manufacturing capacity over the past three years through both
expansion of our production facilities and increased access to third-party
foundries. However, we cannot be sure that we will not encounter unanticipated
production problems at either our own facilities or at third-party foundries, or
that the increased capacity will be sufficient to satisfy demand for our
products. We believe that other semiconductor manufacturers have expanded their
production capacity over the past several years. This expansion by us and our
competitors could lead to overcapacity in our target markets, which could lead
to price erosion that would adversely affect our operating results.
WE RELY ON THIRD-PARTY SUBCONTRACTORS AND MANUFACTURERS FOR SOME
INDUSTRY-STANDARD WAFERS AND THEREFORE CANNOT CONTROL THEIR AVAILABILITY OR
CONDITIONS OF SUPPLY.
We rely, and plan to continue to rely, on assembly and test subcontractors
and on third-party wafer fabricators to supply most of our wafers that can be
manufactured using industry-standard digital processes. This reliance involves
several risks, including reduced control over delivery schedules, manufacturing
yields and costs. Also, noncompliance with "take or pay" covenants in supply
agreements could adversely impact our operating results.
OUR REVENUES MAY NOT INCREASE ENOUGH TO OFFSET THE EXPENSE OF ADDITIONAL
CAPACITY.
Our capacity additions resulted in a significant increase in operating
expenses. If revenue levels do not increase enough to offset these additional
expense levels, our future operating results could be adversely affected. In
addition, asset values could be impaired if the additional capacity is
underutilized for an extended period of time.
WE RELY ON MANUFACTURING CAPACITY LOCATED IN GEOLOGICALLY UNSTABLE AREAS, WHICH
COULD AFFECT THE AVAILABILITY OF SUPPLIES AND SERVICES.
We and many companies in the semiconductor industry rely on internal
manufacturing capacity located in California and Taiwan as well as wafer
fabrication foundries in Taiwan and other sub-contractors in geologically
unstable locations around the world. This reliance involves risks associated
with the impact of earthquakes on us and the semiconductor industry, including
temporary loss of capacity, availability and cost of key raw materials and
equipment, and availability of key services including transport.
WE ARE EXPOSED TO ECONOMIC AND POLITICAL RISKS THROUGH OUR SIGNIFICANT
INTERNATIONAL OPERATIONS.
In fiscal 2000, 55% of our revenues were derived from customers in
international markets. We have manufacturing facilities outside the U.S. in
Ireland, the United Kingdom, the Philippines and Taiwan. In addition to being
exposed to the ongoing economic cycles in the semiconductor industry, we are
also subject to the economic and political risks inherent in international
operations, including the risks associated with the ongoing uncertainties in
many developing economies around the world. These risks include air
transportation disruptions, expropriation, currency controls and changes in
currency exchange rates, tax and tariff rates and freight rates. Although we
engage in hedging transactions to reduce our exposure to currency exchange rate
fluctuations, there can be no assurance that our competitive position will not
be adversely affected by changes in the exchange rate of the U.S. dollar against
other currencies.
WE ARE INVOLVED IN FREQUENT LITIGATION REGARDING INTELLECTUAL PROPERTY RIGHTS,
WHICH COULD BE COSTLY TO UNDERTAKE AND COULD REQUIRE US TO REDESIGN PRODUCTS OR
PAY SIGNIFICANT ROYALTIES.
The semiconductor industry is characterized by frequent claims and
litigation involving patent and other intellectual property rights. We have from
time to time received, and may in the future receive, claims from third parties
asserting that our products or processes infringe their patents or other
intellectual property rights. In the event a third party makes a valid
intellectual property claim and a license is not available on
4
<PAGE> 6
commercially reasonable terms, we could be forced either to redesign or to stop
production of products incorporating that intellectual property, and our
operating results could be materially and adversely affected. Litigation may be
necessary to enforce patents or other of our intellectual property rights or to
defend us against claims of infringement, and this litigation can be costly and
divert the attention of key personnel. See Note 11 of the Notes to our
Consolidated Financial Statements contained in our Form 10-K for the fiscal year
ended October 30, 1999 incorporated by reference in this prospectus for
information concerning pending litigation involving us. An adverse outcome in
this litigation could have a material adverse effect on our consolidated
financial position or on our consolidated results of operations or cash flows in
the period in which the litigation is resolved.
THE PRICE OF OUR COMMON STOCK MAY FLUCTUATE SIGNIFICANTLY, WHICH MAY RESULT IN
LOSSES FOR INVESTORS.
The market price for our common stock has been and may continue to be
volatile. For example, during the 52-week period ended December 7, 2000, the
closing prices of our common stock as reported on the New York Stock Exchange
ranged from a high of $103.00 to a low of $32.88. We expect our stock price to
be subject to fluctuations as a result of a variety of factors, including
factors beyond our control. These factors include:
- actual or anticipated variations in our quarterly operating results;
- announcements of technological innovations or new products or services
by us or our competitors;
- announcements relating to strategic relationships or acquisitions;
- changes in financial estimates or other statements by securities
analysts;
- changes in general economic conditions;
- conditions or trends affecting the semiconductor industry; and
- changes in the economic performance and/or market valuations of other
semiconductor and high-technology companies.
Because of this volatility, we may fail to meet the expectations of our
stockholders or of securities analysts at some time in the future, and our stock
price could decline as a result.
In addition, the stock market has experienced significant price and volume
fluctuations that have particularly affected the trading prices of equity
securities of many high technology companies. These fluctuations have often been
unrelated or disproportionate to changes in the operating performance of these
companies. Any negative change in the public's perception of semiconductor
companies could depress our stock price regardless of our operating results.
LEVERAGE AND DEBT SERVICE OBLIGATIONS MAY ADVERSELY AFFECT OUR CASH FLOW.
We have a substantial amount of outstanding indebtedness. Our substantial
leverage could have significant negative consequences, including:
- increasing our vulnerability to general adverse economic and industry
conditions;
- requiring the dedication of a substantial portion of our expected cash
flow from operations to service our indebtedness, thereby reducing the
amount of our expected cash flow available for other purposes, including
capital expenditures; and
- limiting our flexibility in planning for, or reacting to, changes in our
business and the industry in which we compete.
5
<PAGE> 7
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
Some statements in this prospectus and in the documents incorporated by
reference may constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are subject
to risks and uncertainties and are based on beliefs and assumptions of Analog,
based on information currently available to the company's management. For this
purpose, any statements contained herein or incorporated herein that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, the words "believes", "plans", "expects" and
similar expressions are intended to identify forward-looking statements. Actual
results may vary materially from those we express in forward looking statements.
Factors which could cause actual results to differ from expectations include
those set forth under "Risk Factors".
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares by the selling
stockholders.
The selling stockholders will pay any underwriting discounts and
commissions and expenses incurred by the selling stockholders for brokerage,
accounting, tax or legal services or any other expenses incurred by the selling
stockholders in disposing of the shares. We will bear all other costs, fees and
expenses incurred in effecting the registration of the shares covered by this
prospectus, including, without limitation, all registration and filing fees,
exchange listing fees and fees and expenses of our counsel and our accountants.
6
<PAGE> 8
SELLING STOCKHOLDERS
The following table sets forth, to our knowledge, certain information about
the selling stockholders as of October 28, 2000. We do not know when or in what
amounts a selling stockholder may offer shares for sale. The selling
stockholders may not sell any or all of the shares offered by this prospectus.
Because the selling stockholders may offer all or some of the shares pursuant to
this offering, and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of the shares, we cannot estimate
the number of the shares that will be held by the selling stockholders after
completion of the offering. However, for purposes of this table, we have assumed
that, after completion of the offering, none of the shares covered by this
prospectus will be held by the selling stockholders.
Beneficial ownership is determined in accordance with the rules of the SEC,
and includes voting or investment power with respect to shares. Shares of common
stock issuable under stock options that are exercisable within 60 days after
October 28, 2000 are deemed outstanding for computing the percentage ownership
of the person holding the options but are not deemed outstanding for computing
the percentage ownership of any other person. Unless otherwise indicated below,
to our knowledge, all persons named in the table have sole voting and investment
power with respect to their shares of common stock, except to the extent
authority is shared by spouses under applicable law. The inclusion of any shares
in this table does not constitute an admission of beneficial ownership for the
person named below.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED PRIOR
TO OFFERING NUMBER OF SHARES
----------------------------- OF COMMON STOCK
NAME OF SELLING STOCKHOLDER NUMBER PERCENTAGE BEING OFFERED
--------------------------- ------------ ----------- ----------------
<S> <C> <C> <C>
Hari R. Surapaneni(1)(2)......................... 803,213 * 802,213
Roshan B. Gudapati (1)(3)........................ 534,809 * 534,809
Anandaram Katragadda............................. 167 * 167
Sanjeeva Reddy Challa............................ 6,685 * 6,685
Vilesh Shah...................................... 401 * 401
Fred Koehler..................................... 1,671 * 1,671
Ravindra Bhilave................................. 1,169 * 1,169
Chakra Parvathaneni.............................. 4,011 * 4,011
Ajay Dubey....................................... 181 * 181
Arogyaswami J. Palraj............................ 8,022 * 8,022
</TABLE>
---------------
* Less than one percent.
(1) Of the total shares of common stock listed as held by the selling
stockholder, ten percent of such shares are held in an escrow account to
secure indemnification obligations of such individual to us. It is expected
that these shares (less any shares that may be distributed from the escrow
account to us in satisfaction of indemnification claims) will be released
from escrow and distributed to the selling stockholder on or about the first
anniversary of the closing of our acquisition of ChipLogic.
(2) Includes 149,625 shares that are subject to our right to require the
forfeiture of such shares for no consideration in the event that certain
employment conditions are not satisfied and 72,000 shares that are subject
to our right to require the forfeiture of such shares for no consideration
in the event that certain development milestones are not met, in each case,
pursuant to the terms of stock restriction agreements between Mr. Surapeneni
and us.
(3) Includes 99,750 shares that are subject to our right to require the
forfeiture of such shares for no consideration in the event that certain
employment conditions are not satisfied, and 48,000 shares that are subject
to our right to require the forfeiture of such shares for no consideration
in the event that certain development milestones are not met, in each case,
pursuant to the terms of stock restriction agreements between Mr. Gudapati
and us.
7
<PAGE> 9
None of the selling stockholders has held any position or office with, or
has otherwise had a material relationship with, us or any of our subsidiaries
within the past three years, except that the selling stockholders indicated have
been employed by their respective companies prior to the acquisition by us of
those companies, and such persons are expected to be employed by us following
the closing of the respective acquisitions.
SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The selected consolidated financial data set forth below for each of the
fiscal years in the three-year period ended October 30, 1999 and as at October
31, 1998 and October 30, 1999 have been derived from our audited consolidated
financial statements in the Annual Report on Form 10-K for the fiscal year ended
October 30, 1999, incorporated by reference into this prospectus. The selected
consolidated financial data set forth below for each of the fiscal years in the
two-year period ended November 2, 1996 and as at October 28, 1995, November 2,
1996, and November 1, 1997 are derived from our audited consolidated financial
statements that are neither included in nor incorporated by reference into this
prospectus. We have prepared our consolidated financial statements in accordance
with U.S. generally accepted accounting principles. The following data should be
read in conjunction with our audited consolidated financial statements and notes
thereto and "Management Analysis" in the Annual Report on Form 10-K for the
fiscal year ended October 30, 1999, incorporated by reference into this
prospectus.
<TABLE>
<CAPTION>
YEAR ENDED
-------------------------------------------------------------------
OCTOBER 28, NOVEMBER 2, NOVEMBER 1, OCTOBER 31, OCTOBER 30,
1995 1996 1997 1998 1999
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Net sales.............................................. $941,546 $1,193,786 $1,243,494 $1,230,571 $1,450,379
Net income before cumulative effect of change in
accounting principle................................. 119,270 171,901 178,219 119,488 196,819
Cumulative effect of change in accounting principle.... -- -- -- (37,080) --
Net income after cumulative effect of change in
accounting principle................................. 119,270 171,901 178,219 82,408 196,819
Net income per share(1):
Basic................................................ 0.40 0.56 0.56 0.26 0.58
Diluted.............................................. 0.38 0.52 0.52 0.25 0.55
Pro forma amounts with the change in accounting
principle related to revenue recognition applied
retroactively:
Net sales.............................................. (2) $1,183,186 $1,214,602 $1,230,571 --
Net income............................................. (2) 168,328 167,515 119,488 --
Net income per share(1):
Basic................................................ (2) 0.55 0.53 0.37 --
Diluted.............................................. (2) 0.51 0.49 0.35 --
</TABLE>
<TABLE>
<CAPTION>
OCTOBER 28, NOVEMBER 2, NOVEMBER 1, OCTOBER 31, OCTOBER 30,
1995 1996 1997 1998 1999
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Total assets........................................... $993,349 $1,508,272 $1,763,853 $1,861,730 $2,218,354
Long-term debt and non-current obligations under capital
leases................................................. 80,000 353,666 348,852 340,758 16,214
</TABLE>
---------------
(1) All share and per share information gives effect to our two-for-one stock
split, distributed to stockholders as a 100% stock dividend, on March 15,
2000.
(2) Data was not available in sufficient detail to provide pro forma information
for fiscal 1995.
8
<PAGE> 10
DESCRIPTION OF CAPITAL STOCK
We are authorized to issue up to 600,000,000 shares of common stock, par
value $0.16 2/3 per share, and 471,934 shares of preferred stock, par value
$1.00 per share.
COMMON STOCK
As of October 28, 2000, there were 357,923,824 shares of our common stock
outstanding that were held of record by approximately 4,358 stockholders.
Holders of our common stock are entitled to one vote for each share held on
all matters submitted to a vote of stockholders and do not have cumulative
voting rights. Accordingly, holders of a majority of the shares of common stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of common stock are entitled to receive ratably
any dividends that may be declared by the Board of Directors out of funds
legally available therefor, subject to any preferential dividend rights of
outstanding preferred stock. In the event of our liquidation, dissolution or
winding up, the holders of common stock are entitled to share ratably in our net
assets available after the payment of all debts and other liabilities and
subject to the prior rights of any outstanding preferred stock. Holders of the
common stock have no preemptive, subscription, redemption or conversion rights.
The outstanding shares of common stock are fully paid and nonassessable. The
rights, preferences and privileges of holders of common stock are subject to,
and may be adversely affected by, the rights of the holders of shares of any
series of preferred stock which we may designate and issue in the future. There
are no shares of preferred stock outstanding.
PREFERRED STOCK
Our Board of Directors is authorized, subject to some limitations
prescribed by law, without further stockholder approval to issue from time to
time up to an aggregate of 471,934 shares of preferred stock in one or more
series and to fix or alter the designations, preferences, rights and any
qualifications, limitations or restrictions of the shares of each series,
including the dividend rights, dividend rates, conversion rights, voting rights,
terms of redemption (including sinking fund provisions), redemption price or
prices, liquidation preferences and the number of shares constituting any series
or designation of that series. The issuance of preferred stock may have the
effect of delaying, deferring or preventing a change of control of Analog
Devices. We have no present plans to issue any shares of preferred stock.
MASSACHUSETTS LAW AND CERTAIN PROVISIONS OF OUR RESTATED ARTICLES OF
ORGANIZATION AND BY-LAWS
Because we have more than 200 stockholders of record, we are subject to
Chapter 110F of the Massachusetts General Laws, an anti-takeover law. In
general, this statute prohibits a publicly held Massachusetts corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
becomes an interested stockholder, unless
- the interested stockholder obtains the approval of the Board of
Directors prior to becoming an interested stockholder,
- the interested stockholder acquires 90% of the outstanding voting stock
of the corporation (excluding shares held by some affiliates of the
corporation) at the time it becomes an interested stockholder, or
- the business combination is approved by both the Board of Directors and
the holders of two-thirds of the outstanding voting stock of the
corporation (excluding shares held by the interested stockholder).
An "interested stockholder" is a person who, together with affiliates and
associates, owns (or at any time within the prior three years did own) 5% or
more of the outstanding voting stock of the corporation. A "business
combination" includes a merger, a stock or asset sale, and some other
transactions resulting in a financial benefit to the interested stockholders.
Massachusetts General Laws Chapter 156B, Section 50A generally requires
that a publicly-held Massachusetts corporation have a classified board of
directors consisting of three classes as nearly equal in size as possible,
unless the corporation elects to opt out of the statute's coverage. Our By-Laws
contain provisions which give effect to Section 50A.
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<PAGE> 11
Our By-Laws include a provision excluding us from the applicability of
Massachusetts General Laws Chapter 110D, entitled "Regulation of Control Share
Acquisitions". In general, this statute provides that any stockholder of a
corporation subject to this statute who acquires 20% or more of the outstanding
voting stock of a corporation may not vote that stock unless the stockholders of
the corporation so authorize. The Board of Directors may amend our By-Laws at
any time to subject us to this statute prospectively.
Our Restated Articles of Organization provide that we shall indemnify our
directors and officers 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 us or on our behalf. In
addition, the Restated Articles of Organization provide that our directors will
not be personally liable for monetary damages to us for breaches of their
fiduciary duty as directors, unless they violated their duty of loyalty to us or
our stockholders, acted in bad faith, knowingly or intentionally violated the
law, authorized illegal dividends or redemptions or derived an improper personal
benefit from their action as directors. This provision does not eliminate
director liability under federal securities laws or preclude non-monetary relief
under state law.
STOCKHOLDER RIGHTS PLAN
In March 1998, the Board of Directors adopted a Stockholder Rights Plan
that replaced a plan adopted by the Board in 1988. Pursuant to the Stockholder
Rights Plan, each share of common stock has an associated right. Under certain
circumstances, each right would entitle the registered holder to purchase from
us one one-thousandth share of Series A Junior Participating Preferred Stock at
a purchase price of $90 in cash, subject to adjustment.
The rights are not exercisable and cannot be transferred separately from
the common stock until ten business days (or such later date as may be
determined by the Board of Directors) after
- the public announcement that a person or group of affiliated or
associated persons has acquired (or obtained rights to acquire)
beneficial ownership of 15% or more of our common stock or
- the commencement of a tender offer or exchange offer that would result
in a person or group beneficially owning 20% or more of the outstanding
common stock.
If and when the rights become exercisable, each holder of a right shall
have the right to receive, upon exercise, that number of common stock (or in
certain circumstances, cash, property or other of our securities) that equals
the price of the right divided by 50% of the current market price (as defined in
the Stockholder Rights Plan) per share of common stock at the date of the
occurrence of the event. In the event at any time after any person becomes an
acquiring person,
- we are consolidated with, or merged with and into, another entity and we
are not the surviving entity of the consolidation or merger or if we are
the surviving entity, shares of our outstanding common stock are changed
or exchanged for stock or securities or cash or any other property, or
- 50% or more of our assets or earning power is sold or transferred,
each holder of a right shall thereafter have the right to receive upon exercise
that number of shares of common stock of the acquiring company that equals the
exercise price of the right divided by 50% of the current market price of the
common stock at the date of the occurrence of the event.
The rights have anti-takeover effects, in that they would cause substantial
dilution to a person or group that attempts to acquire a significant interest in
our stock on terms not approved by the Board of Directors. The rights expire on
March 17, 2008 but may be redeemed by us for $.0005 per right at any time prior
to the tenth day following a person's acquisition of 15% or more of our then
outstanding common stock. So long as the rights are not separately transferable,
each new share of common stock issued will have a right associated with it.
10
<PAGE> 12
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered and sold from time to
time by the selling stockholders. The term "selling stockholders" includes
donees, pledgees, transferees or other successors-in-interest selling shares
received after the date of this prospectus from a selling stockholder as a gift,
pledge, partnership distribution or other non-sale related transfer. The selling
stockholders will act independently of us in making decisions with respect to
the timing, manner and size of each sale. Such sales may be made on one or more
exchanges or in the over-the-counter market or otherwise, at prices and under
terms then prevailing or at prices related to the then current market price or
in negotiated transactions. The selling stockholders may sell their shares by
one or more of, or a combination of, the following methods:
- purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to this prospectus;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
- block trades in which the broker-dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
- an over-the-counter distribution;
- in privately negotiated transactions; and
- in options transactions.
In addition, any shares that qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this prospectus.
To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. In connection with
distributions of the shares or otherwise, the selling stockholders may enter
into hedging transactions with broker-dealers or other financial institutions.
In connection with such transactions, broker-dealers or other financial
institutions may engage in short sales of the common stock in the course of
hedging the positions they assume with selling stockholders. The selling
stockholders may also sell the common stock short and redeliver the shares to
close out such short positions. The selling stockholders may also enter into
option or other transactions with broker-dealers or other financial institutions
which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction). The selling stockholders may also pledge
shares to a broker-dealer or other financial institution, and, upon a default,
such broker-dealer or other financial institution, may effect sales of the
pledged shares pursuant to this prospectus (as supplemented or amended to
reflect such transaction).
In effecting sales, broker-dealers or agents engaged by the selling
stockholders may arrange for other broker-dealers to participate. Broker-dealers
or agents may receive commissions, discounts or concessions from the selling
stockholders in amounts to be negotiated immediately prior to the sale.
In offering the shares covered by this prospectus, the selling stockholders
and any broker-dealers who execute sales for the selling stockholders may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. Any profits realized by the selling stockholders and
the compensation of any broker-dealer may be deemed to be underwriting discounts
and commissions.
In order to comply with the securities laws of certain states, if
applicable, the shares must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
We have advised the selling stockholders that the anti-manipulation rules
of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling stockholders and their affiliates.
In addition, we will make copies of this prospectus available to the selling
stockholders for the purpose of satisfying the prospectus delivery requirements
of the Securities Act, which may include delivery
11
<PAGE> 13
through the facilities of the New York Stock Exchange pursuant to Rule 153 under
the Securities Act. The selling stockholders may indemnify any broker-dealer
that participates in transactions involving the sale of the shares against
certain liabilities, including liabilities arising under the Securities Act.
At the time a particular offer of shares is made, if required, a prospectus
supplement will be distributed that will set forth the number of shares being
offered and the terms of the offering, including the name of any underwriter,
dealer or agent, the purchase price paid by any underwriter, any discount,
commission and other item constituting compensation, any discount, commission or
concession allowed or reallowed or paid to any dealer, and the proposed selling
price to the public.
We have agreed to indemnify the selling stockholders against certain
liabilities, including certain liabilities under the Securities Act.
We have agreed with the selling stockholders to keep the registration
statement of which this prospectus constitutes a part effective until the
earlier of (i) such time as all of the shares covered by this prospectus have
been disposed of pursuant to and in accordance with the registration statement
or (ii) the first anniversary of the date on which the Registration Statement of
which this prospectus constitutes a part, becomes effective.
LEGAL MATTERS
The validity of the shares offered by this prospectus has been passed upon
by Hale and Dorr LLP. Paul P. Brountas, a partner of Hale and Dorr LLP, is Clerk
of Analog Devices and owns 70,000 shares of common stock of Analog Devices.
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 on Form 10-K for the year ended October 30,
1999, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their reports thereon incorporated by reference and included therein,
respectively, and incorporated herein by reference. Such consolidated financial
statements and financial statement schedule are incorporated herein by reference
in reliance upon such reports given on the authority of such firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other documents with the Securities
and Exchange Commission. You may read and copy any document we file at the SEC's
public reference room at Judiciary Plaza Building, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549. You should call 1-800-SEC-0330 for more
information on the public reference room. Our SEC filings are also available to
you on the SEC's Internet site at http://www.sec.gov. In addition, these
materials may be read at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
This prospectus is part of a registration statement that we filed with the
SEC. The registration statement contains more information than this prospectus
regarding us and our common stock, including certain exhibits and schedules. You
can obtain a copy of the registration statement from the SEC at the address
listed above or from the SEC's Internet site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus
information that we file with the SEC in other documents. This means that we can
disclose important information to you by referring to other documents that
contain that information. The information incorporated by reference is
considered to be part of this prospectus. Information contained in this
prospectus and information that we file with the SEC in the future and
incorporate by reference in this prospectus automatically updates and supersedes
previously filed
12
<PAGE> 14
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, prior to the sale of all the shares covered
by this prospectus.
(1) Our Annual Report on Form 10-K for the year ended October 30, 1999;
(2) Our Quarterly Reports on Form 10-Q for the quarters ended January 29,
2000, April 29, 2000 and July 29, 2000;
(3) Our Current Reports on Form 8-K dated November 19, 1999 and October 6,
2000; and
(4) All of our filings pursuant to the Exchange Act after the date of
filing the initial registration statement and prior to effectiveness
of the registration statement.
You may request a copy of these documents, which will be provided to you at
no cost, by contacting:
Analog Devices, Inc.
One Technology Way
Norwood, MA 02062-9106
Attention: Joseph E. McDonough
Vice President, Finance
Telephone: (781) 329-4700
13
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses to be incurred in
connection with the sale and distribution of the securities being registered
hereby, all of which will be borne by Analog Devices (except any underwriting
discounts and commissions and expenses incurred by the selling stockholders for
brokerage, accounting, tax or legal services or any other expenses incurred by
the selling stockholders in disposing of the shares). All amounts shown are
estimates except the Securities and Exchange Commission registration fee.
<TABLE>
<S> <C>
Filing Fee -- Securities and Exchange Commission............ $19,559
Legal fees and expenses..................................... $ 5,000
Miscellaneous expenses...................................... $10,000
Total Expenses.................................... $34,559
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 6A of the Registrant's Restated Articles of Organization (the
"Restated Articles") 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 Restated Articles. 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 Restated Articles 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.
The Registrant has directors and officers liability insurance for the
benefit of its directors and officers.
II-1
<PAGE> 16
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------- -----------
<C> <S>
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of Independent Auditors.
Consent of Hale and Dorr LLP, included in Exhibit 5.1 filed
23.2 herewith.
Power of Attorney (See page II-4 of this Registration
24.1 Statement).
</TABLE>
ITEM 17. UNDERTAKINGS.
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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the
registration statement. Notwithstanding the foregoing, any increase or
decrease in the 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; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the 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 is a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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 the registration statement.
(2) That, for the purposes of determining any liability under the
Securities Act 1933, each such post-effective amendment 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 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act of 1934) that is
incorporated by reference in the 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 initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, 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 Act and is,
therefore, unenforceable. In the event
II-2
<PAGE> 17
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 Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 December
8, 2000.
ANALOG DEVICES, INC.
By: /s/ JERALD G. FISHMAN
------------------------------------
JERALD G. FISHMAN
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
SIGNATURES AND 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
each of them singly, our true and lawful attorneys with full power to any of
them, and to each of them singly, to sign for us and in our names in the
capacities indicated below the Registration Statement on Form S-3 filed herewith
and any and all pre-effective and post-effective amendments to said Registration
Statement and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable Analog Devices, Inc. to comply
with the provisions of the Securities Act of 1933, as amended, 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 said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JERALD G. FISHMAN President, Chief Executive Officer and December 8, 2000
------------------------------------------ Director (Principal Executive Officer)
Jerald G. Fishman
/s/ RAY STATA Chairman of the Board and Director December 8, 2000
------------------------------------------
Ray Stata
/s/ JOSEPH E. MCDONOUGH Vice President-Finance and Chief Financial December 8, 2000
------------------------------------------ Officer (Principal Financial and Accounting
Joseph E. McDonough Officer)
/s/ JOHN L. DOYLE Director December 8, 2000
------------------------------------------
John L. Doyle
/s/ CHARLES O. HOLLIDAY, JR. Director December 8, 2000
------------------------------------------
Charles O. Holliday, Jr.
/s/ JOEL MOSES Director December 8, 2000
------------------------------------------
Joel Moses
/s/ F. GRANT SAVIERS Director December 8, 2000
------------------------------------------
F. Grant Saviers
/s/ LESTER C. THUROW Director December 8, 2000
------------------------------------------
Lester C. Thurow
</TABLE>
II-4
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------- -----------
<C> <S>
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of Ernst & Young LLP.
Consent of Hale and Dorr LLP, included in Exhibit 5.1 filed
23.2 herewith.
Power of Attorney (See page II-4 of this Registration
24.1 Statement).
</TABLE>
