As filed with the Securities and Exchange Commission on July 23, 2014
Registration No. 333-126800
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Hittite Microwave Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 04-2854672 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
2 Elizabeth Drive Chelmsford, Massachusetts | 01824 | |
(Address of Principal Executive Offices) | (Zip Code) |
HITTITE MICROWAVE CORPORATION AMENDED AND RESTATED 1996 STOCK OPTION PLAN
HITTITE MICROWAVE CORPORATION 2005 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Margaret K. Seif
Secretary
Hittite Microwave Corporation
c/o Analog Devices, Inc.
One Technology Way
Norwood, Massachusetts 02062
(Name and Address of Agent For Service)
(781) 329-4700
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (Registration No. 333-126800) (the “Registration Statement”) filed by Hittite Microwave Corporation (“Hittite”) with the Securities and Exchange Commission on July 22, 2005 and registering 2,282,532 shares of common stock, par value $0.01 per share (“Common Stock”), of Hittite for issuance under the Hittite Microwave Corporation Amended and Restated 1996 Stock Option Plan and 6,559,000 shares of Common Stock for issuance under the Hittite Microwave Corporation 2005 Stock Incentive Plan.
On June 9, 2014, Hittite entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Analog Devices, Inc., a Massachusetts corporation (“Analog Devices”), and BBAC Corp., a Delaware corporation and direct wholly owned subsidiary of Analog Devices (“BBAC”), pursuant to which BBAC merged with and into Hittite, with Hittite continuing as the surviving corporation and a wholly owned subsidiary of Analog Devices (the “Merger”). The Merger was completed on July 22, 2014.
In connection with the Merger, Hittite has terminated any and all offerings of securities pursuant to the Registration Statement. In accordance with an undertaking made by Hittite in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, Hittite hereby removes from registration all of such securities registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment.
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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 Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norwood, the Commonwealth of Massachusetts, on this 23rd day of July, 2014.
HITTITE MICROWAVE CORPORATION | ||
By: | /s/ William A. Martin | |
William A. Martin | ||
President and Treasurer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ William A. Martin | Director, President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | July 23, 2014 | ||
William A. Martin | ||||
/s/ Margaret K. Seif | Director and Secretary | July 23, 2014 | ||
Margaret K. Seif |
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