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As filed with the Securities and Exchange Commission on March 14, 2006
Registration No. 333-_____
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Analog Devices, Inc.
(Exact Name of Registrant as Specified in Its Charter)
     
Massachusetts   04-2348234
(State or other jurisdiction of
incorporation or organization) 		  (I.R.S. Employer
Identification No.)
     
One Technology Way, Norwood, MA   02062-9106
(Address of principal executive offices)   (Zip Code)
Analog Devices, Inc.
2006 Stock Incentive Plan
(Full Title of the Plan)
Joseph E. McDonough
One Technology Way
Norwood, MA 02062
(Name and Address of Agent For Service)
(781) 329-4700
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
                                             
 
                  Proposed Maximum       Proposed Maximum            
  Title of Securities     Amount to be       Offering Price Per       Aggregate Offering       Amount of    
  to be Registered     Registered(1)       Share       Price       Registration Fee    
 
Common Stock, $0.16 2/3 par value per share
     15,000,000 shares     $36.94(1)       $554,100,000(2)       $59,289    
 
(1)   In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)   Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on March 10, 2006.
 
 

 

TABLE OF CONTENTS

PART I
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual Information.
PART II
Item 3. Incorporation of Documents by Reference.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Item 7. Exemption from Registration Claimed.
Item 8. Exhibits.
Item 9. Undertakings.
SIGNATURES
INDEX TO EXHIBITS
EX-5 Opinion of Wilmer Cutler Pickering Hale & Dorr
EX-23.2 Consent of Ernst & Young LLP

Table of Contents

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
     Item 1. Plan Information.
     The information required by Item 1 is included in documents sent or given to participants in the plans covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”).
     Item 2. Registrant Information and Employee Plan Annual Information.
     The written statement required by Item 2 is included in documents sent or given to participants in the plans covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
     Item 3. Incorporation of Documents by Reference.
     The registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The following documents, which are on file with the Commission, are incorporated in this registration statement by reference:
     (a)   The registrant’s latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial statements for the registrant’s latest fiscal year for which such statements have been filed.
     (b)   All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above.
     (c)   The description of the common stock contained in the registrant’s registration statement on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
     All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
     Item 4. Description of Securities.
     Not applicable.

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     Item 5. Interests of Named Experts and Counsel.
     Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”) has opined as to the legality of the securities being offered by this registration statement. Attorneys and counsel at WilmerHale own, in the aggregate, 54,690 of the registrant’s common stock.
     Item 6. Indemnification of Directors and Officers.
     Article 6A of the Registrant’s Restated Articles of Organization (the “Articles of Organization”) provides for indemnification of directors and officers to the full extent permitted under Massachusetts law. Section 8.51 of the Massachusetts Business Corporation Act, under which the Registrant is governed, provides that a corporation may indemnify a director who is a party to a proceeding because he is a director against liability incurred in the proceeding if he conducted himself in good faith and he reasonably believed that his conduct was in the best interests of the corporation or that his conduct was at least not opposed to the best interests of the corporation, and, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Section 8.52 of the Massachusetts Business Corporation Act requires corporations to indemnify any director who was wholly successful in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.
     Section 8.56 of the Massachusetts Business Corporation Act provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation to the same extent as a director, and, if he is an officer but not a director, to such further extent as may be provided by the articles of organization, the bylaws, a resolution of the board of directors or contract, except for liability arising out of acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law. Section 8.56 also provides that an officer of the corporation who is not a director is entitled to mandatory indemnification under Section 8.52, and that the officer may apply to a court for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance under those provisions.
     Article 6D of the Articles of Organization provides that to the full extent permitted under Massachusetts law no director shall be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. Section 2.02 of the Massachusetts Business Corporation Act provides that the articles of organization of a corporation may contain a provision eliminating or limiting the personal liability of a director to the corporation for monetary damages for breach of a fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that such provision shall not eliminate or limit the liability of a director (1) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for improper distributions under Sections 6.40 of the Massachusetts Business Corporation Act or (4) for any transaction from which the director derived an improper personal benefit.
     Section 8.57 of the Massachusetts Business Corporation Act also contains provisions authorizing a corporation to obtain insurance on behalf of any director or officer of the corporation against liabilities, whether or not the corporation would have the power to indemnify against such liabilities. The registrant maintains director and officer liability insurance for the benefit of its directors and officers.
     Item 7. Exemption from Registration Claimed.
     Not applicable.

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     Item 8. Exhibits.
     The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
Item 9. Undertakings.
1.   The undersigned registrant hereby undertakes:
        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
                (i)    To include any prospectus required by Section 10(a)(3) of the Securities Act;
                (ii)   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
                (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
        (2)  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
        (3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
     2.   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 Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
     3.   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the 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.

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SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Norwood, Massachusetts, on this 14th day of March, 2006.
         
  ANALOG DEVICES, INC.
 		  
  By:   /s/ Jerald G. Fishman    
    Jerald G. Fishman   
    President and Chief Executive Officer (Principal Executive Officer)   
 
POWER OF ATTORNEY AND SIGNATURES
     We, the undersigned officers and directors of Analog Devices, Inc., hereby severally constitute and appoint Jerald G. Fishman, Joseph E. McDonough and Margaret K. Seif 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 on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Analog Devices, Inc. to comply with the provisions of the Securities Act of 1933, as amended, 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 said registration statement and any and all amendments thereto.
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Name   Title Date
   
 
    
/s/ RAY STATA
 
Ray Stata		   Chairman of the Board   March 14, 2006
         
/s/ JERALD G. FISHMAN
 
Jerald G. Fishman		   President,
Chief Executive Officer
and Director (Principal Executive Officer) 		  March 14, 2006
         
/s/ JOSEPH E. MCDONOUGH
 
Joseph E. McDonough		   Vice President-Finance
and Chief Financial Officer
(Principal Financial and Accounting Officer) 		  March 14, 2006
         
/s/ JAMES A. CHAMPY
 
James A. Champy		   Director   March 14, 2006
         
/s/ JOHN L. DOYLE
 
John L. Doyle		   Director   March 14, 2006

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Name   Title   Date
         
/s/ JOHN C. HODGSON
 
John C. Hodgson		   Director   March 14, 2006
         
/s/ CHRISTINE KING
 
Christine King		   Director   March 14, 2006
         
/s/ F. GRANT SAVIERS
 
F. Grant Saviers		   Director   March 14, 2006
         
/s/ PAUL J. SEVERINO
 
Paul J. Severino		   Director   March 14, 2006
         
/s/ KENTON J. SICCHITANO
 
Kenton J. Sicchitano		   Director   March 14, 2006
         
/s/ LESTER C. THUROW
 
Lester C. Thurow		   Director   March 14, 2006

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INDEX TO EXHIBITS
     
Number
  Description
 
    
4.1(1)
  Restated Articles of Organization of the Registrant
 
    
4.2(2)
  Amended and Restated By-Laws of the Registrant
 
    
5
  Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
 
    
23.1
  Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5)
 
    
23.2
  Consent of independent registered public accounting firm
 
    
24
  Power of attorney (included on the signature pages of this registration statement)
 
(1)   Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s, Quarterly Report on Form 10-Q (File No. 1-7819) for the quarterly period ended May 1, 2004 as filed with the Commission on May 18, 2004 and incorporated herein by reference.
 
(2)   Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Current Report on Form 8-K (File No. 1-7819), as filed with the Commission on December 13, 2004 and incorporated herein by reference.

  


                                                                       Exhibit 5


                                                                      WilmerHale


                                                             +1 617 526 6000 (t)
                                                             +1 617 526 5000 (f)
                              March 14, 2006                      wilmerhale.com



Analog Devices, Inc.
One Technology Way
Norwood, MA 02062-9106


     Re:  Analog Devices, Inc. 2006 Stock Incentive Plan
          ----------------------------------------------

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 (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to an aggregate of 15,000,000 shares of common
stock, $0.16 2/3 par value per share (the "Shares"), of Analog Devices, Inc. a
Massachusetts corporation (the "Company"), issuable under the Company's 2006
Stock Incentive Plan (the "Plan").

     We have examined the Articles of Organization and By-Laws of the Company,
each as amended and restated to date, and originals, or copies certified to our
satisfaction, of all pertinent records of the meetings of the directors and
stockholders of the Company, the Registration Statement and such other documents
relating to the Company as we have deemed material for the purposes of this
opinion.

     In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified, photostatic or other copies, the authenticity of the originals
of any such documents and the legal competence of all signatories to such
documents.

     We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares in accordance with the Plan, to register and qualify the
Shares for sale under all applicable state securities or "blue sky" laws.

     We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the Commonwealth of Massachusetts and the federal
laws of the United States of America.

     It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.

     Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.



Analog Devices, Inc.
March 14, 2006
Page 2


     Based on the foregoing, we are of the opinion that the Shares have been
duly authorized for issuance and, when the Shares are issued and paid for in
accordance with the terms and conditions of the Plan, the Shares will be validly
issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion with the Commission in
connection with the Registration Statement in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.

                                       Very truly yours,


                                       WILMER CUTLER PICKERING HALE AND DORR LLP



                                       By: /s/ Mark G. Borden
                                           -------------------------------
                                           Mark G. Borden, a Partner




                                                                    EXHIBIT 23.2


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Analog Devices, Inc. 2006 Stock Incentive Plan of our
reports dated November 18, 2005, 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 29, 2005, Analog Devices, Inc.
management's assessment of the effectiveness of internal control over financial
reporting, and the effectiveness of internal control over financial reporting of
Analog Devices, Inc., filed with the Securities and Exchange Commission.


                                                   /s/ Ernst & Young LLP


Boston, Massachusetts
March 13, 2006