1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1997 FILE NO. 333-17651 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------ POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 ------------------------ REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ ANALOG DEVICES, INC. (Exact Name of Registrant as Specified in its Charter) ------------------------ ONE TECHNOLOGY WAY NORWOOD, MASSACHUSETTS 02062-9106 (617) 329-4700 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ------------------------ PAUL P. BROUNTAS, ESQ. HALE AND DORR LLP 60 STATE STREET BOSTON, MASSACHUSETTS 02109 (617) 526-6000 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this form is registering additional securities pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant Rule 434, please check the following box. [ ] ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), SHALL DETERMINE. ================================================================================
MASSACHUSETTS 04-2348234 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 2 EXPLANATORY NOTE The prospectus included herein relates to shares of Common Stock, $.16 2/3 par value per share (the "Common Stock") of Analog Devices, Inc. ("Analog" or the "Company") which may be issued by the Company from time to time to the trust (the "Trust") established by the Company and PNC Bank, National Association (the "Trustee") pursuant to the Company's Deferred Compensation Plan (the "Deferred Compensation Plan"). This amendment has been filed to reflect the fact that the Company has appointed PNC Bank, National Association as a successor trustee for the Trust and modify the disclosure to reflect the fact that the Company has adopted Amendment No. 3 to the Deferred Compensation Plan which limits certain investment diversification rights of plan participants. 3 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, DATED NOVEMBER 12, 1997 1,000,000 SHARES ANALOG DEVICES, INC. COMMON STOCK ------------------------ The shares of Common Stock, $.16 2/3 par value per share (the "Common Stock") of Analog Devices, Inc. ("Analog" or the "Company") covered by this Prospectus may be issued, or transferred, by the Company from time to time to the trust (the "Trust") established by the Company and PNC Bank, National Association (the "Trustee") pursuant to the Company's Deferred Compensation Plan. All of the shares covered by this Prospectus may be offered and sold for the account of the Trust, and the proceeds of the sale of the shares will be held by the Trustee separate and apart from other funds of the Company and applied for the uses and purposes of participants in the Company's Deferred Compensation Plan. See "Deferred Compensation Plan" and "Use of Proceeds." ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ The date of this Prospectus is November 12, 1997. 4 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy materials and other information filed by the Company with the Commission, pursuant to the informational requirements of the Exchange Act, may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices located at Seven World Trade Center, 13th Floor, New York, New York 10048, and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials also may be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the Company is required to file electronic versions of these documents with the Commission through the Commission's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system. The Commission maintains a World Wide Web site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The Common Stock of the Company is listed on the New York Stock Exchange and traded under the symbol "ADI." Reports, proxy materials and other information concerning the Company may also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. The Company has filed with the Commission a Registration Statement (as amended by Post-Effective Amendment No. 2 thereto) on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Common Stock offered hereby. This Prospectus does not contain all the information set forth in the Registration Statement and the exhibits and schedules thereto, certain portions of which are omitted as permitted by the rules and regulations of the Commission. For further information with respect to the Company and the shares of Common Stock offered hereby, reference is made to the Registration Statement, including the exhibits and schedules thereto, which may be inspected, without charge, at the Commission's principal office at 450 Fifth Street, N.W., Washington, D.C. 20549, and also at the regional offices of the Commission listed above. Copies of such materials may also be obtained from the Commission upon the payment of prescribed rates. Statements contained in this Prospectus as to any contracts, agreements or other documents filed as an exhibit to the Registration Statement are not necessarily complete, and in each instance reference is hereby made to the copy of such contract, agreement or other document filed as an exhibit to the Registration Statement for a full statement of the provisions thereof, and each such statement in this Prospectus is qualified in all respects by such reference. 2 5 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission are incorporated herein by reference: (1) The Company's Annual Report on Form 10-K for the fiscal year ended November 2, 1996; (2) The Company's Quarterly Reports on Form 10-Q for each of the quarters ended February 1, 1997; May 3, 1997; and August 2, 1997; (3) The Company's Registration Statement on Form 8-A (File No. 0-4407) filed with the Commission on March 2, 1970; and (4) All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after November [12], 1997 and prior to the date of this Prospectus. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and before the termination of the offering of the Common Stock offered hereby shall be deemed to be a part hereof from the date of filing such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus 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 such statement as so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. This Prospectus may contain and/or incorporate by reference forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein or incorporated herein by reference that are not statements of material fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes," "anticipates," "plans," "expects" and similar expressions are intended to identify forward-looking statements. Reference is made in particular to the discussion set forth under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the fiscal year ended November 2, 1996 (the "Form 10-K") and the other reports periodically filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended and incorporated in this Prospectus by reference. Such statements are based on then current expectations that involve a number of uncertainties. Actual results could differ materially from those projected in any such forward looking statements. The Company will provide without charge to each person to whom this Prospectus is delivered, upon the request of such person, a copy of any or all of the above documents incorporated herein by reference (without exhibits to such documents other than exhibits specifically incorporated by reference into the documents that this Prospectus incorporates). Requests for such copies should be directed to Joseph E. McDonough, Vice President-Finance of Analog Devices, Inc., One Technology Way, Norwood, MA 02062-9106; telephone number (617) 329-4700. NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER TO, OR SOLICITATION OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCE, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. 3 6 THE COMPANY The Company designs, manufactures and markets a broad line of high-performance linear, mixed-signal and digital integrated circuits ("ICs") that address a wide range of real-world signal processing applications. The Company's principal products include general-purpose, standard-function linear and mixed-signal ICs ("SLICs"), special-purpose linear and mixed-signal ICs ("SPLICs") and digital signal processing ICs ("DSP ICs"). The Company also manufactures and markets devices using assembled product technology. DEFERRED COMPENSATION PLAN The Company has established the Analog Devices, Inc. Deferred Compensation Plan (the "Plan") to provide (i) certain management and highly compensated employees of the Company and (ii) the non-employee directors of the Company with the opportunity to defer receipt of all or any portion of their compensation payable for services rendered to the Company. The obligations of the Company under such deferral arrangements (the "Obligations") are unfunded and unsecured general obligations of the Company to pay in the future the value of the deferred compensation adjusted to reflect the performance, whether positive or negative, of selected investment measurement options chosen by each participant during the deferral period in accordance with the terms of the Plan. Eligible participants in the Plan ("Eligible Participants") are the Company's non-employee directors and certain Company employees designated from time to time, by name, group or description by the Administrative Committee for the Plan. The Plan was adopted on November 3, 1995 and amended on December 3, 1996, March 11, 1997 and November 5, 1997 and permits Eligible Participants to defer (i) salary and bonuses, (ii) in the case of non-employee directors, director fees and meeting fees and (iii) the gains that would otherwise be recognized upon the exercise of non-statutory stock options held by Eligible Participants ("Deferred Option Gains") and gains that would otherwise be recognized upon the lapse or termination of the restrictions and forfeiture provisions applicable to grants of restricted stock held by Eligible Participants. Ordinarily, upon the exercise of non-statutory stock options, Eligible Participants would be required to recognize, for federal income tax purposes, an amount equal to the difference between the option exercise price and the fair market value of the Company's Common Stock issued upon the option exercise. To defer the Deferred Option Gains, Eligible Participants are required to deliver an irrevocable election to the Company prior to the option exercise. The Eligible Participant must specify at the time the irrevocable election is made whether such election relates to (i) all the shares issuable pursuant to a specified option or (ii) only those shares issuable pursuant to the specified option which, based on the then fair market value, represents the gain that would otherwise be realized upon the option exercise (the "Gain Shares"). After the deferral election has been delivered and the option is exercised, the Company will issue to the Trust (established for the Plan by a Trust Agreement between the Company and the Trustee), in accordance with the prior election, either (i) all of the shares issuable upon the exercise of such option or (ii) the Gain Shares, as the case may be, (collectively, the "Deferred Option Shares"). From time to time, certain employees of the Company are granted stock awards ("Restricted Stock Awards") that are subject to certain restrictions and/or risks of forfeiture (collectively, "Restrictions"). Ordinarily, upon the lapse or termination of such Restrictions, such employees would realize income for Federal Tax purposes in an amount equal to the difference between the price paid for the shares granted pursuant to the Restricted Stock Award, which is ordinarily a nominal amount, and the fair market value of the stock on the date the Restrictions lapse or terminate. The Plan allows Eligible Participants to defer the payment of the taxes which would otherwise be due at the time the Restrictions lapse or terminate ("Restricted Stock Gains"). In order to defer Restricted Stock Gains, Eligible Participants must deliver an irrevocable election to the Company prior to the date that the Restrictions on such shares lapse or terminate. After such an election has been made, the holders of such restricted shares will cause the Company to transfer such shares ("Deferred Restricted Stock Shares") to the Trust. The Trust is considered to be a grantor trust for federal income tax purposes. Deferred Option Shares and Deferred Restricted Stock Shares (collectively, "Deferred Shares") issued to the Trust are held by the 4 7 Trustee together with any other funds or assets deposited with the Trustee by the Company pursuant to the terms of the Plan and the Trust Agreement. The assets of the Trust, and any earnings thereon, are held separate and apart from other funds of the Company for the uses and purposes of Plan participants. The Company's obligations with respect to an Eligible Participant's Deferred Shares are unfunded and unsecured promises by the Company to pay in the future the value of the Deferred Shares, adjusted either up or down to reflect the value of an equal amount of shares of the Company's Common Stock and in certain cases the performance of selected investment measurement options if available to a participant during the deferral period in accordance with the Plan and the Trust Agreement. Deferred Shares arising out of stock options granted, or Restricted Stock Awards issued, by the Company on or prior to July 23, 1997 may be sold from time to time in the open market for the account of the Trust when an Eligible Participant advises the Company to change his/her investment from Analog to one or more of the several investment measurement options available to Plan participants or whenever the Trustee deems such sale to be appropriate. The Deferred Compensation Plan does not permit Eligible Participants to change their investment from Analog Common Stock with respect to stock options granted after July 23, 1997 or Restricted Stock Awards issued after July 23, 1997. After Deferred Shares are sold, investment earnings credited to the Eligible Participant's account will be indexed to the mutual funds or indices selected by the Eligible Participant. The Company is not actually required to invest the deferred compensation in the types of funds specified by a Plan participant. However, such use of the Trust may assist the Company in meeting its future Obligations. The Company has filed with the Commission a Registration Statement on Form S-8 under the Securities Act with respect to the Company's Obligations under the Plan (Registration Statement No. 33-64849). The address of the Trustee is PNC Bank, N.A., Retirement and Investment Services, One Oliver Plaza, 210 6th Avenue, Pittsburgh, PA 15222-2602, Attention: Trust Officer. USE OF PROCEEDS As set forth under "Deferred Compensation Plan," the proceeds from the sale of any shares of Company Common Stock shall be held by the Trustee separate and apart from other funds of the Company and applied for the use and purposes of participants in the Plan. Such proceeds, together with other assets held by the Trust, shall be subject to the claims of the Company's general creditors under federal and state laws in the event of the Company's insolvency. The Company cannot determine the number of shares of Common Stock which will be sold pursuant to this Prospectus because that number is dependent upon the extent to which Eligible Participants elect to defer the recognition of gains from their exercise of stock options and Restricted Stock Awards granted by the Company. PLAN OF DISTRIBUTION Shares of Common Stock covered hereby may be offered and sold by the Company for the account of the Trust. Such sales may be made on the New York Stock Exchange in open market transactions including one or more of the following methods: (a) purchases by a broker-dealer as principal for resale on the open market by such broker or dealer for its account pursuant to this Prospectus; (b) ordinary open market brokerage transactions and open market transactions in which a broker solicits purchasers; and (c) block trades in which a broker-dealer so engaged will attempt to sell on the open market the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction. In effecting sales, broker-dealers engaged to sell the shares may arrange for other broker-dealers to participate. Broker-dealers will receive commissions or discounts from the Company in amounts to be negotiated immediately prior to the sale. In offering the shares of Common Stock covered hereby, any broker-dealers and any other participating broker-dealers who execute sales may be deemed to be "underwriters" within the meaning of the Securities 5 8 Act in connection with such sales, and the compensation of such broker-dealers may be deemed to be underwriting discounts and commissions. This offering will terminate on the date on which all shares offered hereby have been sold. INDEMNIFICATION MATTERS The Restated Articles of Organization of the Company, as amended (the "Articles of Organization") provide that the directors and officers of the Company shall be indemnified by the Company to the fullest extent authorized by Massachusetts law, as it now exists or may in the future be amended, against all liabilities and expenses incurred in connection with service for or on behalf of the Company. In addition, the Articles of Organization provide that the directors of the Company will not be personally liable for monetary damages to the Company for breaches of their fiduciary duty as directors. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. LEGAL MATTERS The validity of the shares offered hereby will be passed upon for the Company by Hale and Dorr LLP, Boston, Massachusetts. EXPERTS The consolidated financial statements and schedule of Analog Devices, Inc. appearing in Analog Devices, Inc.'s Annual Report (Form 10-K) for the year ended November 2, 1996 have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such financial statements and schedule are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. 6 9 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the various expenses in connection with the issuance and distribution of the securities being registered. All amounts shown are estimates except the Securities and Exchange Commission registration fee. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article 6A of the Registrant's Articles of Organization, as amended (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 no director shall be liable to the Registrant or its stockholders for monetary damages for breach of his fiduciary duty as a director, except for liability (i) for any breach of the 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) 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. II-1
SEC Registration Fee............................................ $10,511 Accounting Fees and Expenses.................................... 8,000 Legal Fees and Expenses......................................... 20,000 Miscellaneous................................................... 6,489 Total........................................................... $45,000 10 ITEM 16. EXHIBITS. See Exhibit Index included immediately preceding the Exhibits to this Registration Statement, which is incorporated herein by reference. ITEM 17. 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 of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by reference in this Registration Statement. (2) That, for the purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (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 this 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 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 indemnification provisions described herein, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange 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. II-2 11 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-3 and has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norwood, Commonwealth of Massachusetts, on the 12th day of November, 1997. ANALOG DEVICES, INC. By: /s/ JERALD G. FISHMAN* ----------------------------------- JERALD G. FISHMAN PRESIDENT AND CHIEF EXECUTIVE OFFICER 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. II-3
SIGNATURE TITLE DATE -------------- ----- ---- /s/ JERALD G. FISHMAN* President, Chief Executive November 12, 1997 - --------------------------------------------- Officer and Director JERALD G. FISHMAN /s/ RAY STATA* Chairman of the Board and November 12, 1997 - --------------------------------------------- Director RAY STATA /s/ JOSEPH E. MCDONOUGH* Vice President-Finance and November 12, 1997 - --------------------------------------------- Chief Financial Officer JOSEPH E. MCDONOUGH /s/ JOHN L. DOYLE* Director November 12, 1997 - --------------------------------------------- JOHN L. DOYLE /s/ SAMUEL H. FULLER* Director November 12, 1997 - --------------------------------------------- SAMUEL H. FULLER Director - --------------------------------------------- CHARLES O. HOLLIDAY, JR. /s/ GORDON C. MCKEAGUE* Director November 12, 1997 - --------------------------------------------- GORDON C. MCKEAGUE /s/ JOEL MOSES* Director November 12, 1997 - --------------------------------------------- JOEL MOSES Director - --------------------------------------------- LESTER C. THUROW By: /s/ JOSEPH E. MCDONOUGH - --------------------------------------------- JOSEPH E. MCDONOUGH, ATTORNEY-IN-FACT 12 EXHIBIT INDEX - --------------- + Previously filed
EXHIBIT NUMBER DESCRIPTION - ------- ------------------------------------------------------------------------------------- 3.1 Restated Articles of Organization of the Registrant, as amended (incorporated herein by reference to the Registrant's Form S-8, dated as of May 30, 1996). 3.2 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). 4.1 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). 4.2 Deferred Compensation Plan of the Registrant (incorporated herein by reference to the Registrant's Form S-8, dated December 8, 1995 (File No. 33-64849)). 4.3 Amendment No. 1, dated December 3, 1996, to Analog Devices, Inc. Deferred Compensation Plan (incorporated herein by reference to the Registrant's Post-Effective Amendment No. 1 to Form S-8, dated April 15, 1997 (File No. 33-64849)). 4.4 Amendment No. 2, dated March 11, 1997, to Analog Devices, Inc. Deferred Compensation Plan (incorporated herein by reference to the Registrant's Post-Effective Amendment No. 1 to Form S-8, dated April 15, 1997 (File No. 33-64849). 4.5 Amendment No. 3, dated November 5, 1997, to Analog Devices, Inc. Deferred Compensation Plan (incorporated herein by reference to the Registrant's Post Effective Amendment No. 2 to Form S-8, dated November 12, 1997 (File No. 33-6489). 4.6 Trust Agreement for Deferred Compensation Plan between the Registrant and PNC Bank, National Association, dated October 23, 1997. 5.1 Opinion of Hale and Dorr.+ 23.1 Consent of Hale and Dorr.+ 23.2 Consent of Independent Auditors. 24.1 Powers of Attorney.+13 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Post-Effective Amendment No. 2 to the Registration Statement (Form S-3 No. 333-17651) and related Prospectus of Analog Devices, Inc. for the registration of 1,000,000 shares of its common stock and to the incorporation by reference therein of our report dated December 3, 1996, 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 November 2, 1996, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Boston, Massachusetts November 10, 1997
1 Exhibit 4.6 [ANALOG DEVICES LOGO] TRUST AGREEMENT FOR DEFERRED COMPENSATION PLAN 2 TABLE OF CONTENTS Section 1............................................................. 1 ESTABLISHMENT OF TRUST Section 2............................................................. 2 PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES Section 3............................................................. 3 TRUST RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT Section 4............................................................. 4 PAYMENTS TO COMPANY Section 5............................................................. 4 INVESTMENT AUTHORITY Section 6............................................................. 5 DISPOSITION OF INCOME Section 7............................................................. 6 ACCOUNTING BY TRUSTEE Section 8............................................................. 6 RESPONSIBILITY OF TRUSTEE Section 9............................................................. 9 COMPENSATION AND EXPENSES OF TRUSTEE Section 10............................................................ 9 RESIGNATION AND REMOVAL OF TRUSTEE Section 11............................................................ 10 APPOINTMENT OF SUCCESSOR Section 12............................................................ 10 AMENDMENT OR TERMINATION Section 13............................................................ 11 MISCELLANEOUS Section14............................................................. 12 EFFECTIVE DATE Appendix A............................................................ 12 ANALOG DEVICES, INC. DEFERRED COMPENSATION PLAN Appendix B............................................................ 13 RABBI TRUST ADMINISTRATIVE GUIDELINES 3 THIS AGREEMENT made this 23rd day of October 1997, by and between Analog Devices, Inc. ("Analog") and PNC Bank, National Association ("Trustee"); WHEREAS, Analog and certain of its affiliates (collectively "Company") have adopted the non-qualified deferred compensation plan(s) as listed in Appendix A (the "Plans"); WHEREAS, Company has incurred or expects to incur liability under the terms of such Plan(s) with respect to the individuals participating in such Plan(s); WHEREAS, Company wishes to establish a Trust (hereinafter called "Trust") and to contribute to the Trust assets that shall be held therein, subject to the claims of Company's creditors in the event of Company's insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plan(s); WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan(s) as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security act of 1974, as amended ("ERISA"); WHEREAS, it is the intention of the Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plan(s); NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows: SECTION 1. ESTABLISHMENT OF TRUST. (a) Company hereby deposits with Trustee in Trust $ , which shall become the principal of the trust to be held, administered and disposed of by Trustee as provided in this Trust agreement. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor Trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. 1 4 (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan(s) and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against Company. Any assets held by the trust will be subject to the claims of Company's general creditors under federal and state law in the event of insolvency, as defined in Section 3(a) herein. (e) Upon a Change of Control (as defined in Section 13(e) below), Company shall, as soon as possible, but in no event longer than thirty (30) days following the Change of Control, as defined herein make an irrevocable contribution to the Trust in an amount that is sufficient to pay each Plan participant or beneficiary the benefits to which Plan participants or their beneficiaries would be entitled pursuant to the terms of the Plan(s) as of the date on which the Change of Control occurred. (f) The Plan shall be administered by a plan administrator appointed by Company or, in the event that no such plan administrator is appointed, by Company, and Trustee shall not be responsible in any respect for the administration of the Plan. (g) Company hereby represents that it has the requisite authority and is empowered to appoint Trustee to act as trustee with respect to the Plan and to enter into this Trust Agreement with Trustee. SECTION 2. PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES. (a) Company shall deliver, or cause to be delivered to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan(s)), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such payment schedule. With respect to benefits attributable to the Participant and their beneficiaries, the Company shall be solely responsible for determining the amounts of income that are taxable and reportable, determining the nature and amounts of taxes to be withheld and for withholding, remitting and reporting all such income and taxes to the applicable government entities. The Trustee shall have no duties with respect thereto. 2 5 (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan(s) shall be determined by Company or such party as it shall designate under the Plan(s), and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan(s). (c) Company may make payments of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan(s). Company shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Plan participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plan(s), Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient. SECTION 3. TRUST RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT. (a) Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Company is insolvent. Company shall be considered "insolvent" for purposes of this Trust Agreement if (i) Company is unable to pay its debts as they become due, or (ii) Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. (b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of Company under federal and state law as set forth below: (1) The Board of Directors and the Chief Executive Officer of Analog shall have the duty to inform Trustee in writing of Company's insolvency. If a person claiming to be a creditor of Company alleges in writing to Trustee that Company has become insolvent, Trustees shall determine whether Company is insolvent and, pending such determination, Trustee shall discontinue payment of benefits to Plan participants or their beneficiaries. (2) Unless trustee has actual knowledge of Company's insolvency, or has received notice from Company or a person claiming to be a creditor alleging that Company is insolvent, Trustee shall have no duty to inquire whether Company is insolvent. Trustee may in all events rely on such evidence concerning Company's solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning Company's solvency. 3 6 (3) If at any time Trustee has determined that Company is insolvent, Trustee shall discontinue payments to Plan participants or their beneficiaries and shall hold the assets of the Trust for the benefit of Company's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of Plan participants or their beneficiaries to pursue their rights as general creditors of Company with respect to benefits due under the Plan(s) or otherwise. (4) Trustee shall resume the payment of benefits to Plan participants or their beneficiaries in accordance with Section 2 of this Trust Agreement only after Trustee has determined that Company is not insolvent (or is no longer insolvent). (c) Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Plan participants or their beneficiaries under the terms of the Plan(s) for the period of such discontinuance, less the aggregate amount of any payments made to Plan participants or their beneficiaries by Company in lieu of the payments provided for hereunder during any such period of discontinuance. SECTION 4. PAYMENTS TO COMPANY. Except as provided in section 3 hereof, Company shall have no right or power to direct Trustee to return to Company or to divert to others any of the Trust assets before all payment of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plan(s). SECTION 5. INVESTMENT AUTHORITY. (a) The Trustee may invest in Common Stock issued by the Company. All rights associated with assets of the Trust shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with Plan participants. Company shall have the right, at anytime, and from time to time in its sole discretion, to substitute assets of equal fair market value acceptable to the Trustee for any asset held by the Trust. This right is exercisable by the Company in nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity. 4 7 (b) The Trust's assets shall be invested by the Trustee in accordance with the written investment directions provided, or caused to be provided, from time to time to the Trustee by the Investment Committee appointed by the Board of Directors of the Company. The Company may designate a third party as agent for the purposes of communicating investment directions to the Trustee and the Trustee shall be fully protected in acting in accordance with such investment directions. If no such directions are received by the Trustee or if a Change of Control as hereinafter defined occurs, the assets of the Trust shall be invested in such investments as determined by the Trustee in accordance with powers contained herein. (c) Company may from time to time appoint one or more investment managers (each such investment manager is referred to as an "Investment Manager") to manage and invest any part or all of the assets of the Trust and, with respect to such assets, to direct Trustee with respect to effecting investment transactions on behalf of the Trust and exercising such other powers as may be granted to an Investment Manager hereunder. Company shall advise Trustee in writing of the appointment, removal or resignation of an Investment Manager and such notice shall remain in force, and Trustee shall be fully protected in relying upon such notice, until receipt of written notice of revocation thereof or amendment thereto. Any such Investment Manager may direct Trustee to invest and reinvest that portion of the Trust under the direction of such Investment Manager in any securities or other property (including, without limitation, any mutual, common or commingled investment fund maintained by an Investment Manager or by Trustee or any affiliate of Trustee). In each case where such appointment is made, Company shall determine those assets of the Trust to be allocated to the Investment Manager from time to time and shall issue appropriate instructions in writing to Trustee with respect thereto. Trustee shall be under no duty or obligation to review or question any direction of any Investment Manager, or otherwise evaluate the performance of any Investment Manager, or to make recommendations with respect to any investment to any Investment Manager, and Trustee shall be fully protected for acting in accordance with, or failing to act in the absence of, any direction of such Investment Manager. (d) Except as limited by Section 5(a) or (b) or as otherwise provided in this Trust Agreement, the Trustee shall have the investment powers outlined in Appendix B, which is hereby incorporated by reference herein, and authority with respect to all property constituting a part of the Trust in its discretion. SECTION 6. DISPOSITION OF INCOME. (a) During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested. 5 8 SECTION 7. ACCOUNTING BY TRUSTEE. (a) Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Company and Trustee within sixty (60) days following the close of each calendar year and within thirty (30) days after the removal or resignation of Trustee. Trustee shall deliver to Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. (b) Upon the expiration of one hundred and twenty (120) days from the date of filing such annual or other account, trustee shall be forever released and discharged from all liability and accountability to anyone with respect to the propriety of all acts and transactions shown in such account, except with respect to such acts or transactions as to which Company shall within such one hundred and twenty (120) day period file with Trustee written objections. Notwithstanding the foregoing, Trustee shall have the right to apply at any time to a court of competent jurisdiction for the judicial settlement of Trustee's account, and, in any case, it shall be necessary to join as parties thereto only Trustee and Company; and any judgement or decree which may be entered therein shall be conclusive upon all persons having or claiming to have any interest in the Trust or under a Plan. SECTION 8. RESPONSIBILITY OF TRUSTEE. (a) Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by Company which is contemplated by, and in conformity with, the terms of the plan(s) or this Trust and is given in writing by Company, its authorized officers, delegee or agents, and provided further, that the Trustee shall incur no liability to any person for any action or failure to act taken pursuant to a determination of the existence or non-existence of an event of Insolvency pursuant to Section 3 hereunder. In the event of a dispute between Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute. 6 9 (b) If Trustee undertakes or defends any litigation arising in connection with this Trust, Company agrees to indemnify Trustee against Trustee's costs, expenses and liabilities (including, without limitation, reasonable attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If Company does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust. (c) Trustee may consult with legal counsel (who may also be counsel for Company or the Trustee generally) with respect to any of its duties or obligations hereunder. (d) Trustee may with the consent of the Company, which consent shall not be unreasonably withheld, hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder, and to pay any such person or entity their reasonable fees for its services. (e) Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) However, notwithstanding the provisions of Section 8(e) above, Trustee may loan to Company the proceeds of any borrowing against an insurance policy held as an asset of the Trust. (g) Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. (h) Company shall indemnify and hold harmless Trustee from and against any loss, cost, damage, expense or liability (including reasonable attorney fees) it incurs arising out of any alleged or actual act, or failure to act, on the part of the Trustee pursuant to the direction of the Company, its authorized officers, delegees or agents, any Plan administrator or any Investment Manager. 7 10 (i) Communications and instructions (i) Any action by Company pursuant to this Trust Agreement shall be satisfactorily evidenced to Trustee by a certified copy of a resolution of the Board of Directors of Company or by any certificate, notice, order, request, instruction, direction or objection of Company. After the execution of this Trust Agreement, Company shall promptly file with Trustee a certified list of the names and specimen signatures of the officers of Company and any delegee or third party agents authorized to act for it or with respect to the Plan including without limitation any third party authorized to communicate investment directions to the Trustee on behalf of the Company pursuant to Section 5(b) herein. Company shall promptly notify trustee of the addition or deletion of any person's name to or from such list. Until actual receipt by Trustee of notice that any such person is no longer authorized to so act, Trustee may continue to rely on the authority of any such person. (ii) A plan administrator may certify to Trustee the names of persons authorized to act for it in relation to Trustee. Until actual receipt by Trustee of notice that any such person is no longer authorized to so act, Trustee may continue to rely on the authority of any such person. (iii) Any certificates, notices, orders, requests, instructions, directions, or objections of Company, any plan administrator, any Investment Manager or any other person authorized to act pursuant to this Trust Agreement shall be satisfactorily evidenced to Trustee by a signed, written statement (provided, however, that Trustee may, in its sole discretion, accept oral notices, orders, requests, instructions, directions and objections subject to confirmation in writing), and Trustee shall be fully protected for acting in accordance therewith or for failing to act in the absence thereof. (iv) Communications to Trustee shall be sent to Trustee's office or to such other address as Trustee shall specify in writing, and such communications to Trustee shall be binding upon any certificate, notice, order, request, instruction, direction or objection purporting to have been signed on behalf of any authorized person which Trustee believes to be genuine and to have been executed by any such person. (v) Notwithstanding anything herein to the contrary, Trustee shall be fully protected in acting in accordance with any directions or instructions with respect to securities transactions (including, without limitation, the affirmation and/or confirmation of such transactions) received by it through a system or arrangement for the coordination of securities transaction settlements executed by the Depository Trust Company or by any other central securities depository, securities clearing organization or book-entry system which serves to link investment managers, securities brokers and custodian banks, pursuant to an agreement entered into by Trustee and an Investment Manager or Company, as the case may be, to the same extent as if any such directions or instructions were in writing. 8 11 (j) Company shall maintain and furnish Trustee with such reports, documents and information as shall be required by Trustee to perform its duties and discharge its responsibilities under this Trust Agreement, including without limitation a certified copy of the Plan and any and all amendments thereto and written reports setting forth the name, address, date of birth, and social security and tax identification numbers of Plan participants and their beneficiaries, and a listing of Plan participants' accrued benefit under the Plan. Trustee shall be entitled to rely on the most recent reports, documents and information furnished to it by Company. Company shall be required to notify Trustee as to the termination of the employment of any Plan participant by death, retirement or otherwise. SECTION 9. COMPENSATION AND EXPENSES OF TRUSTEE. Company shall pay all administrative and Trustee's fees and expenses. If not so paid, the fees and expenses shall be paid from the Trust; provided however, that in the event the assets of the Trust are insufficient to pay any such fees or expenses, Company shall promptly pay any such fees or expenses. SECTION 10. RESIGNATION AND REMOVAL OF TRUSTEE. (a) Trustee may resign at any time by written notice to Company, which shall be effective sixty (60) days after receipt of such notice unless Company and Trustee agree otherwise. (b) Prior to a Change of Control, Trustee may be removed by Company on thirty (30) days notice or upon shorter notice accepted by Trustee. (c) Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within ninety (90) days after receipt of notice of resignation, removal or transfer, unless Company extends the time limit. (d) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under paragraphs (a) or (b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust. 9 12 SECTION 11. APPOINTMENT OF SUCCESSOR. (a) If Trustee resigns or is removed in accordance with Section 10(a) or (b) hereof, Company may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not review the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. SECTION 12. AMENDMENT OR TERMINATION. (a) This Trust Agreement may be amended by a written instrument executed by Trustee and Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan(s) or shall make the Trust revocable after it has become irrevocable in accordance with Section 1(b) hereof. (b) The Trust shall not terminate until the date on which Plan participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan(s), unless sooner revoked in accordance with Section 1(b) hereof. Upon termination of the Trust, any assets remaining in the Trust shall be returned to the Company. (c) Upon written approval of Plan participants or beneficiaries entitled to payment of benefits pursuant to the terms of the Plan(s), Company may terminate this Trust prior to the time all benefit payments under the Plan(s) have been made. All assets in the Trust at termination shall be returned to Company. (d) No section of this Trust Agreement may be amended by Company for three (3) years following a Change of Control. 10 13 SECTION 13. MISCELLANEOUS. (a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof. (b) Benefits payable to Plan participants and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process. (c) This Trust Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. (d) Rights Upon a Change of Control. A Change of Control shall be deemed to have occurred only if any of the following events occurs: (i) any "person" as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, or securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities; or (ii) individuals who, as of the date hereof, constitute the Board (as of the date hereof, the "incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election context relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or 11 14 (B) a merger or consolidation effected to implement a recapitalization of the Company, (or similar transaction) in which no "person" (as herein above defined) acquires more than 50% of the combined voting power of the Company's then outstanding securities; or (iv) The stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets. (e) Attached to this Agreement as Appendix B are the administrative guidelines that will govern the day to day activities of the Trustee. Such guidelines may be amended at any time upon the mutual consent of the parties. SECTION 14. EFFECTIVE DATE. This Trust Agreement is signed on this 23rd day of October, 1997, to be effective on the 31st day of October, 1997. ANALOG DEVICES, INC. PNC BANK, NATIONAL ASSOCIATION By: /s/ William A. Martin By: /s/ Gary A. Amelio ------------------------------ ------------------------------------ Title: Treasurer Title: Vice President --------------------------- --------------------------------- By: /s/ Joseph E. McDonough ------------------------------ Title: Vice President, Finance & Chief Financial Officer ------------------------------------------------- APPENDIX A THE COMPANY HAS ADOPTED THE FOLLOWING NON-QUALIFIED DEFERRED COMPENSATION PLAN(S): (1) The Analog Devices, Inc. Deferred Compensation Plan. 12 15 APPENDIX B [ANALOG DEVICES LOGO] RABBI TRUST ADMINISTRATIVE GUIDELINES INTRODUCTION Analog Devices, Inc. ("Analog") has entered into a Trust Agreement with PNC Bank, National Association ("PNC Bank") to create a trust (the "Trust") to aid Analog, except in the case of insolvency or bankruptcy, in meeting its obligations under the terms and conditions of certain unfunded employee benefit plans. These plans have been established and maintained for the benefit of a select group of management and/or highly compensated employees and former employees of Analog. Analog or its benefits consultant, The Todd Organization of Pittsburgh, Inc. ("Consultant") will provide PNC Bank in its capacity as ("Trustee"), on at least an annual basis, with Administrative Guidelines (the "Guidelines") that will be used by the Trustee in the administration of the Trusts. These Guidelines are designed to provide Analog, its executives, consultant and the Trustee with the necessary financial and benefit administrative direction to be applied to the determination and administration of benefits immediately prior to and subsequent to a change in control. In addition to administrative guidelines, Analog and/or its benefits consultant shall maintain and will provide the Trustee with individual participant data necessary for the Trustee to determine, subsequent to a Change in Control, (as defined in the Trust Agreement and hereinafter referred to as a "Change in Control") the time and form of payment of benefits, if any, payable to individual participants. Analog, its executives and consultant, PNC Bank, and the Plan's participants understand that PNC Bank as Trustee is not a Party to any of the Plans and has no duties or obligations with respect to the administration and operation of the Plans. Moreover, the Trustee will not be responsible for the actual determination of benefits. Benefit determination will be made by Analog and/or its consultant. The Guidelines are to be reviewed by Analog no less frequently than yearly. The most recent revision of the Guidelines delivered to PNC Bank prior to a Change in Control, shall govern the actions of Analog and the Trustee subsequent to such Change in Control. Where these 13 16 Guidelines may conflict with the Trust Agreements, the covered plans or applicable state and federal law, the Trust Agreements, the covered plans and/or applicable law shall govern. DESCRIPTION OF THE TRUST The Trust is intended to be a grantor trust with the corpus and income of the Trust treated as assets and income of Analog for federal income tax purposes. The Trust shall be irrevocable, and except as provided in Section 3 of the Trust, Trust assets shall be held for the exclusive purpose of providing benefits to participants and their beneficiaries. Except as provided in Section 3 of the Trust, no part of the income or corpus of the Trust shall be recoverable by or for the benefit of Analog. COVERED PLANS The Trust will cover the Analog employee benefit plan listed below. This plan is intended to be a "non-qualified" plan covering a select group of present and/or former highly compensated or management employees, and to be "unfunded" for ERISA and tax purposes. The list of covered plans may be modified by Analog from time to time, prior to a Change in Control, as plans are added or terminated at the discretion of Analog management. ANALOG DEVICES, INC. DEFERRED COMPENSATION PLAN The corporation provides eligible executives with the opportunity to defer compensation above the qualified plan limits and provides for employer matching contributions denied due to government limits. The restoration portion provides retirement benefits to the extent that contributions made under the Analog TIP are limited by either government limits on maximum benefits (Section 415) or government limits on the maximum amount of compensation that can be included when determining benefits (Section 401(a) (17)). FINANCIAL ASSUMPTIONS UPON A CHANGE OF CONTROL This section is designed to provide the applicable financial assumptions to be used by Analog and/or its consultants to determine the amount of benefits and the present value thereof upon the occurrence of a Change in Control. These assumptions affect the level of funds required to meet 14 17 benefits due participants and beneficiaries as to present values, assumed future interest earnings, future interest credits on deferral accounts, actuarial tables, etc. APPLIED RATES Escalation of Government Limits 3.00% Escalation of Government Benefits 3.00% Salary Escalation Assumptions 6.50% Earnings of the Trust (Net) 5.00% FUTURE GROWTH ON DEFERRED COMPENSATION ACCOUNTS - Actual return credited by the underlying TIP mutual funds mirrored in the Deferred Compensation Plan. - Moody's index account as defined in the Deferred Compensation Plan Document MORTALITY TABLE(S) 1983 Group Annuity Mortality Table for males (1983 GAMM) PLAN ASSUMPTIONS ANALOG DEVICES, INC. DEFERRED COMPENSATION PLAN ELIGIBILITY Analog Employees and/or retirees, who are executives or highly compensated, with a benefit in any covered plan and/or plans as of the date of Change in Control, provided such employee has been identified as a participant in said plan or plans. BENEFIT PAYMENT As per the provisions of the non-qualified plan under which the deferral was made. FUTURE INTEREST CREDITS UNTIL BENEFITS ARE PAID Future interest credits should be based on the applicable plan's provisions to determine Analog's obligation to the participant. DEFERRAL PLAN CREDITING RATES Deferred awards will be credited with interest credits based upon the investment allocation selected in writing by the plan participant. 15 18 INVESTMENT GUIDELINES PURPOSE The purpose of these guidelines is to provide the Trustee with the necessary parameters to establish and implement an investment policy consistent with the objectives of the covered plans, at a level of risk the Company deems acceptable to the participants of said plans. These guidelines shall be effective only to the extent that the Company or its delegee or agent fails to provide investment directions to the Trustee pursuant to Section 5(b) of the Trust Agreement or if a Change of Control occurs. INVESTMENT OBJECTIVES The Trust assets must be invested with the care, skill and diligence that a prudent man acting in this capacity would undertake. The Investment Mangers' primary objective will be to provide stability of principal and income. The Company prefers consistency of year-to-year results rather than subjecting the Trust assets to a high degree of volatility. RESTRICTIONS In the event that the Company fails to provide the Trustee with written investment guidelines or if a Change of Control as herein defined in section 13(d) occurs, the assets of the trust shall be invested subject to the following restrictions: 1. The trust may make unlimited purchases of U.S. Treasury obligations or issues of agencies guaranteed by the U.S. Government. 2. The trust may invest no more than 25% of the portfolio at market in Commercial Paper, and no more than 5% of the portfolio at market in the securities of a single company. Commercial Paper must have S&P "A-1" or Moody's "P-1" rating or higher. 3. The trust may invest no more than 25% of the portfolio in Certificates of Deposit and no more than 5% of the portfolio in a single bank. Any bank used must have capitalization of $500,000,000 or more and have a Moody's long term deposit rating of A-1 or better. 4. The trust may invest no more than 25% of the portfolio at market in Corporate Debt issues and no more than 5% of the portfolio at market in the debt issues of a single company. Issues purchased by the Trustee must have an S&P's "AA" or Moody's "Aa" rating or higher. 5. The trust may invest no more than 50% of the portfolio at market in 16 19 mutual funds whose stated investment objective is to replicate the return of the S&P 500 stock index. 6. The trust may invest no more than 25% of the portfolio at market in bond mutual funds whose stated investment objective is to replicate the return of the Lehman Brothers Single A Intermediate Corporate Bond Index. 7. Investment managers are prohibited from investing in private placements, from speculating in fixed income or interest rate futures, and from arbitrage or other specialized instruments. OTHER INVESTMENT POWERS 1. To be the owner of any individual life insurance contracts or individual or group annuity contracts and to take such action with respect to such contracts as the Trustee deems necessary to carry out the terms of the Trust Agreement, including but not limited to payment of insurance premiums and repayment of any policy loans. 2. To make, execute, and deliver, as Trustee, any and all deeds, leases, notes, bonds, guarantees, mortgages, conveyances, contracts, waivers, releases or other instruments in writing necessary or proper for the accomplishment of any of the foregoing powers. 3. To cause the securities or other property which may comprise the trust estate, in whole or in part, to be registered in the name of Trustee, or in the name of Trustee as Trustee, or in the name of a nominee or nominees, with or without disclosing the Trust, or (in the case of securities) to take and keep the same unregistered and to retain them or any part of them in such manner that they will pass by delivery. 4. To open and maintain one or more separate brokerage accounts for the proper investment of the securities of the trust estate; and to instruct any broker or brokerage firm utilized by Trustee to open and maintain such separate brokerage accounts. 5. To exercise, or refrain from the exercise of, all conversion, subscription, voting and other rights of any nature pertaining to any securities of any corporation held as part of the trust estate, to participate in foreclosures, mergers, liquidations and similar transactions with respect to such securities; to grant proxies, discretionary or otherwise, in respect of such securities; and to take all actions in complying with applicable securities laws and regulations. 6. To determine whether any money or other property coming into the hands of Trustee shall be considered as part of the principal or income of the trust estate, and to apportion between such principal and income any loss or expenditure in connection with the trust estate as Trustee deems just and equitable (including the right to specifically allocate to any beneficiary for any fiscal year capital gains incurred during such fiscal year). 17 20 7. To invest all or any portion of the Trust assets in registered investment companies or mutual funds for which the Trustee or its affiliates receive compensation for providing investment advisory, custodial, transfer agency or other services. (Analog acknowledges that interests in such registered investment companies or mutual funds are not bank deposits and are not insured by, guaranteed by, obligations of, or otherwise supported by the United States of America, the Federal Deposit Insurance Corporation, PNC Bank, National Association, or any bank or government entity.) 8. To accept by transfer or conveyance any property, satisfactory to Trustee, from any source, to be added to and become a part of the trust estate, subject to all of the terms and conditions provided in this Trust Agreement. 9. To maintain in the trust estate an amount or amounts of uninvested cash, from time to time, as may be reasonably necessary to provide for future payments to be made from the trust estate. 10. To commence or defend suits or legal proceedings and to represent the Trust in suits or legal proceedings in any court or before any other body or tribunal provided, however, that Trustee shall have no obligation to take any such action unless it shall be first indemnified to its satisfaction. 11. To appoint one or more individuals or corporations as a custodian or subtrustee of any property, and as part of its reimbursable expenses under this Trust Agreement, to pay the reasonable compensation and expenses of any such custodian or subtrustee. 12. Generally to do all acts, exclusive of acts involving administration of the Plan, which Trustee may deem necessary or desirable for the protection of the Trust. ALLOCATION OF CONTRIBUTIONS AFTER A CHANGE OF CONTROL Analog intends that Trust assets be applied in proportion to the present value of the respective accrued benefits under the covered plan. Accordingly, Analog's consultant will annually determine the vested account balances, which represent the present value of the aggregate benefit liabilities under the covered plan, and compare such liabilities to the value of the assets in the Trust. Subsequent to a Change of Control and to the extent that Trust assets are not equal to the net present value of liabilities for all benefits under the covered plan as of the date of an accredited actuary's valuation immediately subsequent to such Change of Control, payment of each benefit (in pay status) for the ensuing year will be reduced based on the ratio of the present value of such 18 21 benefit to the total benefit liabilities times the percent that the total liabilities are funded (not to exceed 100%). To the extent that Trust assets exceed the net present value of liabilities of all benefits under the covered plan as of any such annual valuation, the excess assets will be applied pro rata to make up, to the extent possible, any deficits in benefit payments to participants in prior years arising from the operations of the preceding paragraph. Excess assets remaining after all plan liabilities have been satisfied will revert to the Company. ALLOCATION AFTER CHANGE IN CONTROL FLOWCHART TRUST ASSETS AFTER CHANGE IN CONTROL STEP 1 ACTUARIALLY DETERMINE VESTED DEFERRED COMPENSATION PLAN BALANCES FOR ALL ACTIVE AND RETIRED PARTICIPANTS STEP 2 COMPARE TRUST ASSETS WITH VESTED PLAN BALANCES UNDER THE PLAN STEP 3 COMPANY CONTRIBUTES SHORTFALL, IF ANY, IN ACCORDANCE WITH SEC. 10.1 OF PLAN DOCUMENT, AS MAY BE AMENDED FROM TIME TO TIME STEP 4 ((TOTAL TRUST ASSETS LESS RESERVE FOR TRUST EXPENSES)/VESTED PLAN BALANCES) - PAYOUT % FOR THE NEXT CALENDAR YEAR INSUFFICIENT ASSETS? EXCESS ASSETS? REDUCE ALL PARTICIPANT BENEFITS PARTICIPANTS RECEIVE PROPORTIONATELY MAXIMUM BENEFITS PER PLAN PROVISIONS PARTICIPANTS RECEIVE PRO RATA MAKE UP FOR BENEFITS REDUCED IN PRIOR YEARS EXCESS ASSETS RETURNED TO COMPANY 19 22 PROCEDURES Prior to and at Change in Control a great number of tasks will have to be performed. These include everything from notifying the Trustee that a Change in Control has taken place, to the calculation of benefits, to the transfer of dollars and benefit detail. This section spells out these procedures and lists those parties responsible for completion/execution. CHANGE IN CONTROL IS THREATENED Once a Change in Control is threatened, as determined by the CEO and General Counsel, the Change in Control task force will be mobilized. This task force is to include appropriate representatives from the following departments and consulting firms: 20
Analog Legal William Wise, Esq., Assistant Counsel Tax Rich Curran, Director of Taxes Finance William A. Martin, Treasurer Employee Benefits Kathy Pittman, Benefits Manager Actuarial Current Actuary Towers Perrin Todd Organization Engagement Principal Gary L. Warren Director of Client Services Michael Evankovich PNC Bank Trust Officer or Liaison Task Force Leader William A. Martin, Treasurer 23 COMPASS CAPITAL FUND(SM) EMPLOYEE BENEFIT PLAN INVESTMENT AND VOTING DIRECTION FORM The undersigned, an independent fiduciary of the employee benefit plan identified below ("Plan"), acknowledges having received a Disclosure Statement, accompanied by Prospectuses, describing each of the investment portfolios (the "Portfolios") listed below established pursuant to Declarations of Trust under the name of the "Compass Capital Funds(SM). (The Compass Capital Funds(SM) are herein referred to as the "Funds".) The undersigned further acknowledges that he, she or it is independent of PNC Bank Corp. and its affiliates ("PNC"), the Compass Capital Funds(SM) and their affiliates and that he, she or it will not receive direct or indirect compensation for their personal account in connection with this investment. Based upon these materials, including the Disclosure Statement and the Prospectuses mentioned above, the undersigned hereby directs and approves the investment in shares of any of the Portfolios listed below for investment purposes where the undersigned currently has investment discretion and authority as specified in the governing Plan and Trust documents. This direction shall remain in full force and effect until written notice of revocation is provided to PNC. COMPASS CAPITAL FUND(SM) PORTFOLIOS AVAILABLE FOR INVESTMENT Money Market Portfolio The undersigned independent fiduciary directs PNC to vote proxies for Fund shares in accordance with the recommendations made by the Funds' Boards of Trustees. Such direction may result in PNC voting to approve contracts between it or its affiliate(s) or to approve fees to be paid to it or its affiliate(s) by the Funds. The undersigned independent fiduciary acknowledges that voting of proxies for the Funds' shares shall remain the responsibility of the independent fiduciary.
10/20/97 Analog Devices Deferred Compensation Plan - -------------------------------------- ----------------------------------------- Date Name of Plan William A. Martin, Joseph E. McDonough /s/ William A. Martin, Joseph E. McDonough - -------------------------------------- ------------------------------------------ Fiduciary's Name (Printed) Signature
1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Post-Effective Amendment No. 1 to the Registration Statement (Form S-3 No. 333-17651) and related Prospectus of Analog Devices, Inc. for the registration of 1,000,000 shares of its common stock and to the incorporation by reference therein of our report dated December 3, 1996, 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 November 2, 1996, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ERNST & YOUNG LLP Boston, Massachusetts April 9, 1997