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As filed with the Securities and Exchange Commission on June 27, 2000
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 Number)
ONE TECHNOLOGY WAY
NORWOOD, MASSACHUSETTS 02062-9106
(Address of Principal Executive Offices) (Zip Code)
ANALOG DEVICES, INC.
DEFERRED COMPENSATION 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
- --------------------------------------------------------------------------------------------
Title of securities to be Amount to be Proposed maximum Amount of
registered(1) registered(1) aggregate offering registration fee
- --------------------------------------------------------------------------------------------
Deferred Compensation
Obligations $200,000,000 $200,000,000 $52,800
- --------------------------------------------------------------------------------------------
(1) The Deferred Compensation Obligations are unsecured obligations of Analog
Devices, Inc. to pay deferred compensation in the future in accordance with
the terms of the Analog Devices, Inc. Deferred Compensation Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) of the Securities Act of 1933, as amended.
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STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8 (File No. 033-64849) filed by
the Registrant on December 8, 1995, relating to the Registrant's Deferred
Compensation Plan, as amended by Post-Effective Amendment No. 1 to S-8 filed by
the Registrant on April 15, 1997 and Post-Effective Amendment No. 2 to Form S-8
filed by the Registrant on November 12, 1997; incorporates by reference the
contents of the Registration Statement on Form S-8 (File No. 333-48243) filed by
the Registrant on March 19, 1998; and incorporates by reference the contents of
the Registration Statement on Form S-8 (File 333-87055) filed by the Registrant
on September 14, 1999.
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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 27
day of June, 2000.
ANALOG DEVICES, INC.
By: /s/ Jerald G. Fishman
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Jerald G. Fishman
President and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Analog Devices, Inc.,
hereby severally constitute and appoint Ray Stata, Jerald G. Fishman, 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 names 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.
SIGNATURE TITLE DATE
/s/ Jerald G. Fishman President, Chief Executive June 27, 2000
- ------------------------------ Officer and Director
JERALD G. FISHMAN (Principal Executive Officer)
/s/ Ray Stata Chairman of the
- ------------------------------ Board and Director June 27, 2000
RAY STATA
/s/ Joseph E. McDonough Vice President-Finance June 27, 2000
- ------------------------------ and Chief Financial
JOSEPH E. MCDONOUGH Officer (Principal Financial
and Accounting Officer)
/s/ John L. Doyle Director June 27, 2000
- ------------------------------
JOHN L. DOYLE
/s/ Charles O. Holliday, Jr. Director June 27, 2000
- ------------------------------
CHARLES O. HOLLIDAY, JR.
/s/ Joel Moses Director June 27, 2000
- ------------------------------
JOEL MOSES
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Director June __, 2000
- ------------------------------
F. GRANT SAVIERS
/s/ Lester C. Thurow Director June 27, 2000
- ------------------------------
LESTER C. THUROW
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 Restated Articles of Organization of Analog Devices, Inc., as
amended (incorporated herein by reference to the Registrant's
Form 10-Q, filed on March 15, 1999)
4.2 By-Laws of the Registrant (incorporated herein by reference to
the Registrant's Form 10-K for the fiscal year ended October 31,
1998, filed on January 28, 1999)
4.3 Rights Agreement dated as of March 18, 1998 between the
Registrant and BankBoston, N.A., as Rights Agent (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).
4.4 Analog Devices, Inc. Deferred Compensation Plan (incorporated
herein by reference to the Registrant's Form S-8 filed on
December 8, 1995, as amended by Post-Effective Amendment No. 1 to
Form S-8 filed on April 15, 1997 and Post-Effective Amendment No.
2 to Form S-8 filed on November 12, 1997; by reference to the
Registrant's Form S-8 filed on March 19, 1998; and by reference
to the Registrant's Form S-8 filed on September 14, 1999
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (included on the signature page of this
Registration Statement)
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