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As filed with the Securities and Exchange Commission on January 5, 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)
CHIPLOGIC, INC.
AMENDED AND RESTATED
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>
------------------------------ ----------------------- -------------------------- -------------------------- -----------------------
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
------------------------------ ----------------------- -------------------------- -------------------------- -----------------------
<S> <C> <C> <C> <C>
Common Stock, $.16 2/3 par
value per share 290,669 shares(1) $3.74(2) $1,087,103 $272
------------------------------ ----------------------- -------------------------- -------------------------- -----------------------
</TABLE>
(1) The number of shares of Analog Devices, Inc. Common Stock to be issued
gives effect to the conversion ratio of 0.133702254 shares of Analog
Devices, Inc. Common Stock for each share of ChipLogic, Inc. Common Stock
originally issuable under the plan registered hereby, as provided in the
Agreement and Plan of Reorganization dated October 25, 2000 by and among
Analog Devices, Inc., CAD, Inc., ChipLogic, Inc. and Hari R. Surapeneni and
Roshan A. Gudapati.
(2) Estimated solely for purposes of calculating the registration fee, and
based upon the fixed exercise prices of outstanding options in accordance
with Rule 457(h) under the Securities Act of 1933, as amended.
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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, $.16 2/3 par value per share, of
Analog Devices, Inc. (the "Company" or "Registrant") issuable pursuant to the
ChipLogic, Inc. Amended and Restated 1998 Stock Plan, as amended (the "Plan").
Pursuant to Section 1.7 of the Agreement and Plan of Reorganization dated as of
October 25, 2000 by and among the Company, CAD, Inc., ChipLogic, Inc., Hari R.
Surapeneni, and Roshan B. Gudapati, the Company assumed the Plan and all of the
outstanding and unexercised options to purchase common stock, no par value per
share, of ChipLogic, Inc. 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 Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with 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 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 Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document
referred to in (1) above.
(3) The description of the Registrant's Common Stock, $.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
purposes 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.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 6A of the Registrant's Restated Articles of Organization (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
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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 or
in the best interests of the participants or beneficiaries of the applicable
employee benefit plan. 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 or in the best interests of the participants or beneficiaries
of the applicable employee benefit plan.
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 or in the best interests of the participants or beneficiaries of
the applicable employee benefit plan.
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 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
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. UNDERTAKINGS
1. The undersigned 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
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(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 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 Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20%
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 the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(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 the termination
of the offering.
2. The undersigned 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, as amended, 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 5, 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 on Form S-8 filed
herewith, and any and all amendments to said Registration Statement, and
generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Analog Devices, Inc. to comply with all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by 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, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
President, Chief Executive
Officer and Director
/s/ Jerald G. Fishman (Principal Executive Officer) January 5, 2001
----------------------------
JERALD G. FISHMAN
Chairman of the Board
/s/ Ray Stata and Director
----------------------------
RAY STATA January 5, 2001
Vice President-Finance
and Chief Financial
/s/ Joseph E. McDonough Officer (Principal Financial and
---------------------------- Accounting Officer) January 5, 2001
JOSEPH E. MCDONOUGH
/s/ John L. Doyle Director January 5, 2001
----------------------------
JOHN L. DOYLE
/s/ Charles O. Holliday, Jr. Director January 5, 2001
----------------------------
CHARLES O. HOLLIDAY, JR.
/s/ Joel Moses Director January 5, 2001
----------------------------
JOEL MOSES
/s/ F. Grant Saviers Director January 5, 2001
----------------------------
F. GRANT SAVIERS
/s/ Lester C. Thurow Director January 5, 2001
----------------------------
LESTER C. THUROW
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
------- -----------
4.1 (1) Restated Articles of Organization of the Registrant
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 ChipLogic, Inc. Amended and Restated 1998 Stock Plan
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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