1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 1996 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 issuer 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, MA 02062-9106 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) AMENDED 1991 RESTRICTED STOCK PLAN - -------------------------------------------------------------------------------- (Full title of the plan) Paul P. Brountas, Esq., c/o Hale and Dorr 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
Page 1 of 8 Exhibit Index on Page- --------------------------------------------------------------------------------------------------- Proposed Title of Proposed Maximum Securities Amount to Maximum Aggregate Amount of to be be Offering Price Offering Registration Registered Registered Per Share (1) Price (1) Fee (1) - --------------------------------------------------------------------------------------------------- Common Stock, 450,000 $28.25 $12,712,500 $4,383.62 $.16 2/3 par value Shares - --------------------------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee in accordance with sections (c) and (h) of Rule 457 of the Securities Act of 1933, as amended, and based on the average of the high and low sale prices of the Common Stock on the New York Stock Exchange on May 24, 1996. 2 Statement of Incorporation by Reference --------------------------------------- This Registration Statement on Form S-8 incorporates by reference the contents of a Registration Statement on Form S-8, File No. 33-39851, relating to the Registrant's 1991 Restricted Stock Plan. Page 2 of 8 Exhibit Index on Page 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 29th day of May, 1996. ANALOG DEVICES, INC. By: /s/ Ray Stata ------------------------------------ Ray Stata Chairman of the Board and Chief Executive officer Page 3 of 8 Pages 4 POWER OF ATTORNEY We, the undersigned officers and directors of Analog Devices, Inc., hereby severally constitute and appoint Ray Stata, Jerald G. Fishman and Joseph E. McDonough, 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. Witness our hands and common seal on the date set forth below. 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.
Page 4 of 8 PagesSignature Title Date --------- ----- ---- (i) Principal Executive Officers /s/ Ray Stata Chairman of the Board ) ---------------------------- Chief Executive Officer, ) Ray Stata and Director ) May 29, 1996 ) ) ) /s/ Jerald G. Fishman President, Chief Operating ) ---------------------------- Officer and Director ) Jerald G. Fishman ) ) ) 5 Page 5 of 8 Pages
(ii) Principal Financial ) Officer and Principal ) Accounting Officer ) ) ) ) /s/ Joseph E. McDonough Vice President-Finance ) - ----------------------------- and Chief Financial ) May 29, 1996 Joseph E. McDonough Officer ) ) ) ) (iii) Board of Directors ) ) ) ) /s/ John L. Doyle Director ) - ----------------------------- ) John L. Doyle ) ) ) /s/ Samuel H. Fuller Director ) May 29, 1996 - ----------------------------- ) Samuel H. Fuller ) ) ) /s/ Philip L. Lowe Director ) - ----------------------------- ) Philip L. Lowe ) ) ) /s/ Gordon C. McKeague Director ) - ----------------------------- ) Gordon C. McKeague ) ) ) /s/ Joel Moses Director ) - ----------------------------- ) Joel Moses ) ) ) /s/ Lester C. Thurow Director ) - ----------------------------- ) Lester C. Thurow 6 EXHIBIT INDEX
Page 6 of 8 PagesExhibit Number Description - ------- ----------- 4.01 Restated Articles of Organization of the Registrant, as amended (incorporated herein by reference to the Registrant's Form S-8, dated as of the date hereof, whereby the Registrant registered 6,900,000 shares of its Common Stock for issuance under its Amended 1988 Stock Option Plan). 4.02 By-Laws of the Registrant, as amended (incorporated herein by reference to the Registrant's Form 10-K for the fiscal year ended October 31, 1992). 4.03 Rights Agreement, as amended, between the Registrant and The First National Bank of Boston, as Rights Agent (incorporated herein by reference to a Form 8 filed on June 27, 1989 amending the Registration Statement on Form 8-A relating to Common Stock Purchase Rights). 5.01 Opinion of Hale and Dorr. 23.01 Consent of Hale and Dorr (included in Exhibit 5.01). 23.02 Consent of Ernst & Young LLP. 24.01 Powers of Attorney (included on pages 4-5).
1 Exhibit 5.01 ------------ HALE AND DORR Counsellors at Law 60 State Street, Boston, Massachusetts 02109 617-526-6000 - FAX 617-526-5000 May 30, 1996 Analog Devices, Inc. One Technology Way Norwood, MA 02062-9106 Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to 450,000 shares of Common Stock, $.16 2/3 par value per share (the "Shares"), of Analog Devices, Inc., a Massachusetts corporation (the "Company"), issuable under the Company's Amended 1991 Restricted Stock Plan (as amended, the "Plan"). We have examined the Restated Articles of Organization and the By-Laws of the Company, and all amendments thereto, the Registration Statement and originals, or copies certified to our satisfaction of such records of meetings of the directors and stockholders of the Company, and such other documents and instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. In our examination of the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. Based upon and subject to the foregoing, we are of the opinion that the Shares covered by the Registration Statement to be issued under the Plan have been duly and validly authorized for issuance, and when issued and paid for in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. Very truly yours, HALE AND DORR Page 7 of 8 Pages
1 Exhibit 23.02 ------------- CONSENT OF INDEPENDENT AUDITORS ------------------------------- We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended 1991 Restricted Stock Plan of Analog Devices, Inc. of our report dated November 28, 1995, except for the fifth paragraph of Note 4 as to which the date is December 18, 1995, with respect to the consolidated financial statements and schedule of Analog Devices, Inc. included in its Annual Report (Form 10-K) for the year ended October 28, 1995. ERNST & YOUNG LLP Boston, Massachusetts May 28, 1996 Page 8 of 8 Pages