1
As filed with the Securities and Exchange Commission on March 11, 1998
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.
1994 DIRECTOR 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
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
- ---------- ---------- ------------ ------------- ------------
Common Stock, 150,000 $31.53125(1) $4,729,687.50(1) $1,396
$.16 2/3 par
value share
- --------------------------------------------------------------------------------
(1) 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 by the New York Stock Exchange on March 10, 1998
in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933.
================================================================================
2
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. 033-61427) filed by
the Registrant on July 31, 1995, relating to the Registrant's 1994 Director
Option Plan, as amended, filed as an exhibit to the Registrant's Form 10-Q for
the fiscal quarter ended February 1, 1997 (File No. 001-07819).
-2-
3
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 11th
day of March, 1998.
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 ) March 11, 1998
- ----------------------- Officer and Director )
Jerald G. Fishman )
)
/s/ Ray Stata Chairman of the Board ) March 11, 1998
- ----------------------- and Director )
Ray Stata )
)
-3-
4
/s/ Joseph E. McDonough Vice President-Finance ) March 11, 1998
- --------------------------- and Chief Financial )
JOSEPH E. MCDONOUGH Officer )
/s/ John L. Doyle Director ) March 11, 1998
- --------------------------- )
JOHN L. DOYLE )
)
)
)
/s/Charles O. Holliday, Jr. Director ) March 11, 1998
- --------------------------- )
CHARLES O. HOLLIDAY, Jr. )
)
)
/s/ F. Grant Saviers Director ) March 11, 1998
- ---------------------------
F. GRANT SAVIERS )
)
)
/s/ Joel Moses Director ) March 11, 1998
- ---------------------------
JOEL MOSES )
)
)
/s/ Lester C. Thurow Director ) March 11, 1998
- --------------------------- )
LESTER C. THUROW )
-4-
5
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 S-8, filed
on May 30, 1996)
4.2 By-Laws of the Registrant (incorporated herein by reference to the
Registrant's Form 10-K, filed on January 28, 1998)
4.3 Rights Agreement, as amended, between the Registrant and The First
National Bank of Boston, as Rights Agent (incorporated herein by
reference to the Registrant's Form 8 filed on June 27, 1989 amending
the Registration Statement on Form 8-A relating to Common Stock
Purchase Rights)
4.4 Analog Devices, Inc. 1994 Director Option Plan, as amended
(incorporated herein by reference to the Registrant's Form 10-Q for
the fiscal quarter ended February 1, 1997)
4.5 Second Amendment to Analog Devices, Inc. 1994 Director Option Plan
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)