As filed with the Securities and Exchange Commission on March 14, 2014

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.

Amended and Restated 2006 Stock Incentive Plan

(Full Title of the Plan)

Margaret K. Seif

Vice President, General Counsel and Secretary

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)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b of the Exchange Act.

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.16 2/3 par value per share		19,000,000 shares		$51.43(2)		$977,170,000(2)		$125,860

(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 NASDAQ Global Select Market on March 12, 2014.

 

 

 

---

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 is filed to register the offer and sale of an additional 19,000,000 shares of the registrant’s common stock, $0.16 2/3 par value per share, to be issued under the registrant’s Amended and Restated 2006 Stock Incentive Plan (the “Plan”). In accordance with General Instruction E to Form S-8, except for Item 8 “Exhibits,” this registration statement incorporates by reference the contents of (i) the registration statement on Form S-8, File No. 333-181951, filed with the Securities and Exchange Commission (the “Commission”) on June 6, 2012, (ii) the registration statement on Form S-8, File No. 333-163653, filed with the Commission on December 11, 2009, (iii) the registration statement on Form S-8, File No. 333-156309, filed with the Commission on December 19, 2008 and (iv) the registration statement on Form S-8, File No. 333-132409, filed with the Commission on March 14, 2006.

 

Item 8.

Exhibits.

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

 

- 1 -

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norwood, Commonwealth of Massachusetts, on this 14^th day of March, 2014.

 

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Analog Devices, Inc., hereby severally constitute and appoint Vincent T. Roche, David A. Zinsner 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.

 

Signature		Title		Date
/s/ Ray Stata		Chairman of the Board of Directors		March 14, 2014
Ray Stata
/s/ Vincent T. Roche		President, Chief Executive Officer and Director (Principal Executive Officer)		March 14, 2014
Vincent T. Roche
/s/ David A. Zinsner		Vice President, Finance and Chief Financial Officer (Principal Financial Officer)		March 14, 2014
David A. Zinsner

 

- 2 -

---

/s/ Eileen Wynne		Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)		March 14, 2014
Eileen Wynne
/s/ Richard M. Beyer		Director		March 14, 2014
Richard M. Beyer
/s/ James A. Champy		Director		March 14, 2014
James A. Champy
/s/ John C. Hodgson		Director		March 14, 2014
John C. Hodgson
/s/ Yves-Andre Istel		Director		March 14, 2014
Yves-Andre Istel
/s/ Neil Novich		Director		March 12, 2014
Neil Novich
/s/ F. Grant Saviers		Director		March 12, 2014
F. Grant Saviers
/s/ Kenton J. Sicchitano		Director		March 14, 2014
Kenton J. Sicchitano
/s/ Lisa Su		Director		March 14, 2014
Lisa Su

 

- 3 -

---

INDEX TO EXHIBITS

 

Number		Description
4.1		Restated Articles of Organization of the Registrant, filed with the Commission on May 20, 2008 as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2008 (File No. 1-7819) and incorporated herein by reference,
4.2		Amendment to Restated Articles of Organization of the Registrant, filed with the Commission on December 8, 2008 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 1-7819) and incorporated herein by reference.
4.3		Amended and Restated By-Laws of the Registrant, filed with the Commission on January 28, 2010 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 1-7819) and incorporated herein by reference.
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 Ernst & Young LLP
24		Power of attorney (included on the signature pages of this registration statement)
99.1		Analog Devices, Inc. Amended and Restated 2006 Stock Incentive Plan, filed with the Commission on February 18, 2014 as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 1, 2014 (File No. 1-7819) and incorporated herein by reference.

Exhibit 5

 

+1 617 526 6000 (t)

+1 617 526 5000 (f)

      wilmerhale.com

March 14, 2014

Analog Devices, Inc.

One Technology Way

Norwood, MA 02062-9106

 

Re:

Analog Devices, Inc. Amended and Restated 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 19,000,000 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 Amended and Restated 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.

 

---

Analog Devices, Inc.

March 14, 2014

Page 2

 

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.

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.

 

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 Amended and Restated 2006 Stock Incentive Plan of Analog Devices, Inc. of our reports dated November 26, 2013, with respect to the consolidated financial statements and schedule of Analog Devices, Inc., and the effectiveness of internal control over financial reporting of Analog Devices, Inc., included in its Annual Report (Form 10-K) for the year ended November 2, 2013, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts

March 14, 2014