<PAGE> 1
As filed with the Securities and Exchange Commission on January 12, 2001
Registration Statement No. 333-
================================================================================
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)
--------------------------
Massachusetts 04-2348234
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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
Maximum Maximum
Amount Offering Aggregate Amount of
to be Price Offering Registration
Title of Shares to be Registered Registered Per Share(1) Price(1) Fee
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Common Stock, $0.16 2/3 par value per share... 63,750 $45.3125 $2,888,671.88 $722.17
------------------------------------------------------------------------------------------------------------------
</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
January 9, 2001.
-----------------------------
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.
<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.
SUBJECT TO COMPLETION, DATED JANUARY 12, 2001
PROSPECTUS
ANALOG DEVICES, INC.
63,750 Shares Of Common Stock
$0.16 2/3 Par Value Per Share
----------------------------
This prospectus relates to resales of shares of our common stock
previously issued by us to the former stockholders of Integrated Micro
Instruments, 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 January __, 2001.
<PAGE> 3
TABLE OF CONTENTS
PAGE
THE COMPANY.................................................. 3
RISK FACTORS................................................. 3
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION.. 6
SELLING STOCKHOLDERS......................................... 7
DESCRIPTION OF CAPITAL STOCK................................. 8
PLAN OF DISTRIBUTION......................................... 11
LEGAL MATTERS................................................ 12
EXPERTS...................................................... 12
WHERE YOU CAN FIND MORE INFORMATION.......................... 12
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............. 12
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.
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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.
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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 1999 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 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
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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 29, 2000, the
closing prices of our common stock as reported on the New York Stock Exchange
ranged from a high of $103 to a low of $41.31. 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.
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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".
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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.
SELLING STOCKHOLDERS
We issued the shares of common stock covered by this prospectus in
private placements in connection with our acquisition of Integrated Micro
Instruments, Inc. in December 2000. The following table sets forth, to our
knowledge, certain information about the selling stockholders as of November 30,
2000. We do not know when or in what amounts a selling stockholder may offer
shares for sale. The selling stockholders may decide not to 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 November 30, 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 Being
Name of Selling Stockholder Number Percentage Offered
--------------------------- ------ ---------- -------------------
<S> <C> <C> <C>
William Clark(1) 15,625 * 15,625
Thor Juneau(1) 15,625 * 15,625
Mark Lemkin(1) 15,625 * 15,625
Trey Roessig(1) 15,625 * 15,625
Jason Jones(2) 1,250 * 1,250
</TABLE>
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* Less than one percent.
(1) Includes 12,255 shares that are subject to an irrevocable waiver by the
selling stockholder of his right to receive such shares in the event
that Integrated Micro Instruments, Inc. were to suffer a reduction in
value owing to a failure to satisfy certain employment conditions.
(2) Includes 980 shares that are subject to an irrevocable waiver by the
selling stockholder of his right to receive such shares in the event
that Integrated Micro Instruments, Inc. were to suffer a reduction in
value owing to a failure to satisfy certain employment conditions.
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
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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.
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 December 13, 2000, there were 358,411,156 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. The directors are elected to serve in staggered
three-year terms. 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).
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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.
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,
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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.
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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.
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<PAGE> 13
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 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
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<PAGE> 14
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 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, October 6,
2000 and December 13, 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
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<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.
Filing Fee - Securities and Exchange Commission .......... $ 722.17
---------
Legal fees and expenses................................... $5,000.00
---------
Miscellaneous expenses.................................... $2,000.00
---------
Total Expenses................................... $7,722.17
=========
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.
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<PAGE> 16
The Registrant has directors and officers liability insurance for the
benefit of its directors and officers.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Hale and Dorr LLP, included in Exhibit 5.1 filed
herewith.
24.1 Power of Attorney (See page II-4 of this Registration
Statement).
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 in 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
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<PAGE> 17
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 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.
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<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
January 12, 2001.
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.
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<PAGE> 19
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jerald G. Fishman President, Chief Executive Officer and Director January 12, 2001
------------------------------------ (Principal Executive Officer)
Jerald G. Fishman
/s/ Ray Stata Chairman of the Board and Director January 12, 2001
------------------------------------
Ray Stata
/s/ Joseph E. McDonough Vice President-Finance and Chief Financial Officer January 12, 2001
------------------------------------ (Principal Financial and Accounting Officer)
Joseph E. McDonough
/s/ John L. Doyle Director January 12, 2001
------------------------------------
John L. Doyle
/s/ Charles O. Holliday, Jr. Director January 12, 2001
------------------------------------
Charles O. Holliday, Jr.
/s/ Joel Moses Director January 12, 2001
------------------------------------
Joel Moses
/s/ F. Grant Saviers Director January 12, 2001
------------------------------------
F. Grant Saviers
/s/ Lester C. Thurow Director January 12, 2001
------------------------------------
Lester C. Thurow
</TABLE>
II-5
<PAGE> 20
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Hale and Dorr LLP, included in Exhibit 5.1
filed herewith.
24.1 Power of Attorney (See page II-4 of this Registration
Statement).
II-6
