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As filed with the Securities and Exchange Commission on January 17, 2001
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 other 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)
STACCATO SYSTEMS, INC.
1998 STOCK 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>
------------------------------ ----------------------- -------------------------- -------------------------- -----------------------
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Share Aggregate Offering Price Amount of
Registered Registered Registration Fee
------------------------------ ----------------------- -------------------------- -------------------------- -----------------------
<S> <C> <C> <C> <C>
Common Stock, $.16 2/3 par
value per share 26,042 shares $45.3125(1) $1,180,028.13(1) $295.01
------------------------------ ----------------------- -------------------------- -------------------------- -----------------------
</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 January 9, 2000 in accordance with Rules 457(c) and
457(h) of the Securities Act of 1933.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 (the "Registration Statement") is being
filed to register shares of Common Stock of Analog Devices, Inc. (the "Company"
or "Registrant") issuable pursuant to the Staccato Systems, Inc. 1998 Stock Plan
(the "Plan"). Pursuant to Section 1.10(a) of the Agreement and Plan of Merger
dated as of December 14, 2000 by and among the Company, Analog SSI Acquisition
Sub, Inc., and Staccato Systems, Inc., the Company assumed the Plan and all of
the outstanding options to purchase Common Stock of Staccato Systems, Inc.
issued under the Plan.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in documents
sent or given to participants in the Plan pursuant to Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which are filed with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by reference:
(1) The Registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or the latest prospectus filed pursuant to Rule 424(b) under the
Securities Act that contains audited financial statements for the
Registrant's latest fiscal year for which such statements have been filed.
(2) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
or the prospectus referred to in (1) above.
(3) The description of the common stock of the Registrant, $.16 2/3 par
value per share (the "Common Stock"), contained in a registration statement
filed under the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents. 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.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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The validity of the securities hereby registered will be passed upon by
Hale and Dorr LLP, Boston, Massachusetts. Paul P. Brountas, Esq., a partner of
Hale and Dorr LLP, serves as Clerk to the Registrant and owns 70,000 shares of
common stock of Analog Devices, Inc.
Item 6. 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 fullest extent permitted by Chapter 156B of the Massachusetts
General Laws. Section 67 of Chapter 156B of the Massachusetts General Laws
provides that a corporation has the power to indemnify directors, officers,
employees or other agents of the corporation, and persons who serve at its
request as directors, officers, employees or other agents of another
organization, or who serve at its request in any capacity with respect to any
employee benefit plan, against amounts paid and expenses incurred in connection
with an action or proceeding to which such person is a party or is threatened to
be made a party by reason of such position; provided, however, that such person
acted in good faith in the reasonable belief that his action was in the best
interests of the corporation or, in the case of service with respect to an
employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan.
Article 6A of the Registrant's Articles of Organization provides for
indemnification of directors and officers of the Registrant, and directors or
employees of the Registrant now serving at the request of the Registrant as a
director or officer of another organization or in any capacity with respect to
an employee benefit plan of the Registrant, against all liabilities and expenses
imposed upon or incurred by any such person in connection with any legal
proceedings in which he may be a defendant or with which he may be threatened or
involved, directly or indirectly, by reason of his position as a director or
officer or as a result of his service with respect to an employee benefit plan;
provided, however, that the Registrant shall provide no indemnification if the
director or officer 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.
The Registrant shall further indemnify the officer or director for the expenses,
judgments, fines and amounts paid in settlement and compromise of such
proceedings. However, 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 then
in office), that such settlement or compromise is not in the best interests of
the Registrant.
Chapter 156B of the Massachusetts General Laws, as it may be amended from
time to time, and Article 6A of the Registrant's Articles of Organization permit
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 then in office), 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 to
the fullest extent permitted by Chapter 156B of the Massachusetts General Laws,
as it may be amended from time to time, no director shall be liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except for
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liability (i) for any breach of a 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) for
unauthorized distributions or loans 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.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Description
------ -----------
4.1 (1) Restated Articles of Organization of Analog Devices, Inc.,
as amended
4.2 (2) By-Laws of the Registrant
4.3 (3) Rights Agreement dated as of March 18, 1998 between the
Registrant and BankBoston,
N.A., as Rights Agent
4.4 Staccato Systems, Inc. 1998 Stock Plan, as amended
5 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 to this
Registration Statement)
---------
(1) Incorporated herein by reference to the Registrant's Form 10-Q, filed on
March 15, 1999.
(2) Incorporated herein by reference to the Registrant's Form 10-K for the
fiscal year ended October 31, 1998, filed on January 28, 1999.
(3) 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).
Item 9. UNDERTAKINGS
1. The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement 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 the Registration Statement;
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(b) That, for the purpose of determining any liability under the
Securities Act, 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;
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at
termination of the offering.
2. The 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 Section 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 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.
3. 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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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-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
January 16, 2001.
ANALOG DEVICES, INC.
By: /s/ Jerald G. Fishman
-----------------------------------------
Jerald G. Fishman
President and Chief
Executive Officer
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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
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 name 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 January 16, 2001
JERALD G. FISHMAN (Principal Executive Officer)
/s/ Ray Stata Chairman of the Board January 16, 2001
---------------------------- and Director
RAY STATA
/s/ Joseph E. McDonough Vice President-Finance January 16, 2001
---------------------------- and Chief Financial
JOSEPH E. MCDONOUGH Officer (Principal Financial and
Accounting Officer)
/s/ John L. Doyle Director January 16, 2001
----------------------------
JOHN L. DOYLE
/s/ Charles O. Holliday, Jr. Director
---------------------------- January 16, 2001
CHARLES O. HOLLIDAY, JR.
/s/ Joel Moses Director
---------------------------- January 16, 2001
JOEL MOSES
/s/ F. Grant Saviers Director
---------------------------- January 16, 2001
F. GRANT SAVIERS
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Lester C. Thurow
---------------------------- Director January 16, 2001
LESTER C. THUROW
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 (1) Restated Articles of Organization of Analog Devices, Inc., as amended
4.2 (2) By-Laws of the Registrant
4.3 (3) Rights Agreement dated as of March 18, 1998 between the Registrant
and BankBoston,
N.A., as Rights Agent
4.4 Staccato Systems, Inc. 1998 Stock Plan, as amended
5 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 to this
Registration Statement)
---------
(1) Incorporated herein by reference to the Registrant's Form 10-Q, filed on
March 15, 1999.
(2) Incorporated herein by reference to the Registrant's Form 10-K for the
fiscal year ended October 31, 1998, filed on January 28, 1999.
(3) 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).
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