1
As filed with the Securities and Exchange Commission
on May 28, 1999
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.
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(Exact name of registrant as specified in its charter)
Massachusetts 04-2348234
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(State or her jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Technology Way, Norwood, Massachusetts 02062-9106
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(Address of principal executive offices) (Zip Code)
1992 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------
(Full title of the Plan)
Paul P. Brountas, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
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(Name and address of agent for service)
(617) 526-6000
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -------------- ------------ ------------------ ------------------ --------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
- -------------- ------------ ------------------ ------------------ --------------
Common Stock,
$.16 2/3 par
value per 2,000,000
share shares $37.22(1) $74,440,000(1) $20,694.32
- -------------- ------------ ------------------ ------------------ --------------
(1) Estimated solely for the purpose of calculating the amount of 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 May 25, 1999 in accordance with Rules 457(c) and 457(h) of
the Securities Act of 1933.
Page 1 of 8 pages. Exhibit
Index begins on page 5.
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. 33-46520) filed by
the Registrant on March 19, 1992, relating to the Registrant's 1992 Employee
Stock Purchase Plan, as amended.
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incorporated by reference herein shall be deemed to be modified or superseded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.
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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 28th
day of May, 1999.
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 Jerald G. Fishman, Joseph E. McDonough, Paul P.
Brountas and Richard N. Kimball 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 )May 28, 1999
JERALD G. FISHMAN (Principal Executive )
Officer) )
/s/ Ray Stata Chairman of the Board )
- ---------------------------- and Director )May 28, 1999
RAY STATA )
)
/s/ Joseph E. Mcdonough Vice President-Finance )
- ---------------------------- and Chief Financial )May 28, 1999
JOSEPH E. MCDONOUGH Officer (Principal Financial )
and Accounting Officer) )
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SIGNATURE TITLE DATE
/s/ John L. Doyle Director )
- ---------------------------- )May 28, 1999
JOHN L. DOYLE )
)
/s/ Charles O. Holliday, Jr. Director )
- ---------------------------- )May 28, 1999
CHARLES O. HOLLIDAY, JR. )
)
/s/ F. Grant Saviers Director )
- ---------------------------- )May 28, 1999
F. GRANT SAVIERS )
)
/s/ Joel Moses Director )
- ---------------------------- )May 28, 1999
JOEL MOSES )
)
/s/ Lester C. Thurow Director )
- ---------------------------- )May 28, 1999
LESTER C. THUROW )
)
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EXHIBIT INDEX
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Exhibit
Number Description
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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 November 1,
1997, filed on January 28, 1998)
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-A (File No. 001-07819)filed on March 19, 1998)
5.1 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 of this
Registration Statement)
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