As filed with the Securities and Exchange Commission on December 14, 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 Identification No.)
Incorporation or Organization)
ONE TECHNOLOGY WAY
NORWOOD, MASSACHUSETTS 02062-9106
(Address of Principal Executive Offices) (Zip Code)
ANALOG DEVICES, INC.
2001 BROAD-BASED STOCK OPTION 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 Amount To Be Proposed Maximum Proposed Maximum Amount of
Be Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee
Share Price
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, $0.16-2/3 50,000,000 $43.98(2) $2,199,000,000(2) $525,561
par value per share
- ----------------------------------------------------------------------------------------------------------------------
(1) In accordance with Rule 416 under the Securities Act of 1933, as
amended, this registration statement shall be deemed to cover any
additional securities that may from time to time be offered or issued
to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
and based upon the average of the high and low prices of the
Registrant's Common Stock as reported on the New York Stock Exchange on
December 13, 2001 in accordance with Rules 457(c) and 457(h) of the
Securities Act of 1933, as amended.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION
The information required by Item 1 is included in documents sent or
given to participants in the 2001 Broad-Based Stock Option Plan of Analog
Devices, Inc., a Massachusetts corporation (the "Registrant"), covered by this
registration statement on Form S-8 (the "Registration Statement") pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Item 2. REGISTRANT INFORMATION AND EMPLOYEE ANNUAL PLAN INFORMATION
The written statement required by Item 2 is included in documents sent
or given to participants in the 2001 Broad-Based Stock Option Plan of the
Registrant covered by this Registration Statement pursuant to Rule 428(b)(1) of
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 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, $0.16-2/3
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 securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement 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 that 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
Hale and Dorr LLP has opined as to the legality of the securities being
offered by this Registration Statement. Paul P. Brountas, Esq., a partner
of Hale and Dorr LLP, serves as Clerk of 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 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 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 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), 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 full extent permitted under Massachusetts law 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
(a) 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;
(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; 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;
(2) 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.
(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.
(b) 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 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.
(c) 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.
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 5th
day of December, 2001.
ANALOG DEVICES, INC.
By: /s/ Jerald G. Fishman
--------------------------------
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 Jerald G. Fishman, Joseph E. McDonough,
Paul P. Brountas and Mark G. Borden 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
- ----------------------------------- Officer and Director
Jerald G. Fishman (Principal Executive Officer) December 5, 2001
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Ray Stata Chairman of the Board
- ----------------------------------- and Director December 5, 2001
Ray Stata
/s/ Joseph E. McDonough Vice President-Finance
- ---------------------------------- and Chief Financial
Joseph E. McDonough Officer (Principal Financial
and Accounting Officer) December 5, 2001
/s/ John L. Doyle Director December 5, 2001
- ----------------------------------
John L. Doyle
/s/ Charles O. Holliday, Jr. Director December 5, 2001
- ----------------------------------
Charles O. Holliday, Jr.
/s/ F. Grant Saviers Director December 5, 2001
- ----------------------------------
F. Grant Saviers
/s/ Joel Moses Director December 5, 2001
- ----------------------------------
Joel Moses
/s/ Lester C. Thurow Director December 5, 2001
- ----------------------------------
Lester C. Thurow
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 Restated Articles of Organization of Analog Devices, Inc.
(incorporated herein by reference to the Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended January 30,
1999, filed with the Commission on March 15, 1999)
4.2 By-Laws of the Registrant, as amended (incorporated herein by
reference to the Registrant's Annual Report on Form 10-K for the
fiscal year ended November 1, 1997, filed with the Commission on
January 28, 1998)
5 Opinion of Hale and Dorr LLP, counsel to the Registrant
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)
99 Analog Devices, Inc. 2001 Broad-Based Stock Option Plan