As filed with the Securities and Exchange Commission on March 11, 2020

Registration No. 333-132409

Registration No. 333-156309

Registration No. 333-163653

Registration No. 333-181951

Registration No. 333-194556

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8 REGISTRATION STATEMENT NO. 333-132409

POST EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8 REGISTRATION STATEMENT NO. 333-156309

POST EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8 REGISTRATION STATEMENT NO. 333-163653

POST EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8 REGISTRATION STATEMENT NO. 333-181951

POST EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8 REGISTRATION STATEMENT NO. 333-194556

UNDER

THE SECURITIES ACT OF 1933

Analog Devices, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Analog Devices, Inc. Amended and Restated 2006 Stock Incentive Plan

Analog Devices, Inc. 2020 Equity Incentive Plan

(Full Title of the Plans)

Larry Weiss

Senior 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    ☐

EXPLANATORY NOTE

On March 14, 2006, Analog Devices, Inc. (the “registrant”) filed a registration statement on Form S-8 (Registration No. 333-132409) with the Securities and Exchange Commission (the “Commission”) to register 15,000,000 shares of the registrant’s Common Stock, $0.16 2/3 par value per share (the “Common Stock”), authorized and issuable under the registrant’s 2006 Stock Incentive Plan (as amended and restated, the “Prior Plan”). The registrant paid a registration fee of $59,289 at that time to register such shares of Common Stock. On each of December 19, 2008, December 11, 2009, June 6, 2012 and March 14, 2014, the registrant filed a registration statement on Form S-8 (Registration Nos. 333-156309, 333-163653, 333-181951 and 333-194556, respectively) to register an additional 15,285,735, 15,257,044, 5,446,637 and 19,000,000 shares of Common Stock, respectively, issuable pursuant to the Prior Plan. The registrant paid registration fees of $11,243, $25,809, $22,278 and $125,860, respectively, to register such shares of Common Stock. The registration statements on Form S-8 filed in connection with the Prior Plan are referred to herein collectively as the “Registration Statements.” The Registration Statements also covered 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.

On March 11, 2020 (the “Effective Date”), the shareholders of the registrant approved the registrant’s 2020 Equity Incentive Plan (the “2020 Plan”) at the registrant’s 2020 annual meeting of shareholders. Effective as of the Effective Date, no new awards may be granted under the Prior Plan. However, the 2020 Plan provides that such additional number of shares of Common Stock (up to 20,857,992) as is equal to the sum of (a) the number of shares of Common Stock reserved for issuance under the Prior Plan and the registrant’s Amended and Restated 2010 Equity Incentive Plan (the “2010 Plan” and, together with the Prior Plan, the “Existing Plans”) that remain available for grant under the Existing Plans immediately prior to the Effective Date and (b) the number of shares of Common Stock subject to awards granted under the Existing Plans and under the registrant’s Linear Technology Corporation Amended and Restated 2005 Equity Incentive Plan, which awards expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the registrant at their original issuance price pursuant to a contractual repurchase right will become available for issuance under the 2020 Plan. Up to 17,491,411 shares of Common Stock as is equal to the sum of (a) the number of shares of Common Stock reserved for issuance under the Prior Plan that remained available for grant under the Prior Plan as of the Effective Date and (b) the number of shares of Common Stock subject to awards granted under the Prior Plan, which awards expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the registrant at their original issuance price pursuant to a contractual repurchase right, will become available for issuance under the 2020 Plan and are collectively referred to herein as the “Carryover Shares”.

Accordingly, pursuant to the undertaking in Item 512(a)(1)(iii) of Regulation S-K that the registrant disclose a material change in the plan of distribution as it was disclosed in the Registration Statements, the registrant is filing this Post-Effective Amendment No. 1 to the Registration Statements to reflect that, as of the Effective Date, the Carryover Shares will no longer be issued under the Prior Plan and may instead be issued under the 2020 Plan.

Contemporaneously with the filing of this Post-Effective Amendment No. 1 to the Registration Statements, the registrant is filing a Registration Statement on Form S-8 to register 12,613,058 shares of Common Stock authorized for issuance pursuant to the 2020 Plan, which amount excludes the Carryover Shares. No additional shares of Common Stock are being registered by this Post-Effective Amendment No. 1 to the Registration Statements.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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”).

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

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 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 securities 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.

Not applicable.

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Wilmer Cutler Pickering Hale and Dorr LLP has opined as to the legality of the securities being offered by this registration statement.

Article 6A of the registrant’s Restated Articles of Organization, as amended (the “Restated Articles”) provides that the registrant shall indemnify each person who is, or was, a director or officer of the registrant or who is or was a director or employee of the registrant and is serving or has served as a director of another organization at the request of the registrant or in any capacity with respect to an employee benefit plan of the registrant, against all liabilities and expenses, including judgments, fines, penalties, amounts paid or to be paid in settlement, and reasonable attorneys’ fees, imposed upon or incurred by any such person in connection with, or arising out of, the defense or disposition of any action, suit or other proceedings, whether civil or criminal, to which such individual may be made a defendant or with which such individual may become involved or threatened, directly or indirectly, by reason of having been an officer or director of the registrant or as a result of his having served with respect to any such employee benefit plan. Article 6A further provides that the registrant shall provide no indemnification with respect to any matter as to which any director or officer shall be finally adjudicated in such action, suit or proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the registrant or, if the matter relates to an employee benefit plan, the participants or beneficiaries of such employee benefit plan. The right to indemnification conferred by Article 6A includes the right to be paid by the registrant for liabilities and expenses incurred in connection with settlement or compromise of any such action pursuant to a consent decree or otherwise, unless a determination is made by the board of directors that such settlement or compromise is not in the best interests of the registrant or, if the matter relates to an employee benefit plan, the participants or beneficiaries of such employee benefit plan.

Article 6A of the Restated Articles includes the right to payment by the registrant of expenses, including reasonable attorney’s fees, incurred in defending a civil or criminal action, suit or proceeding in advance of its final disposition, subject to receipt of an undertaking by the individual person to repay such payment if it is ultimately determined that such person is not entitled to indemnification under the Restated Articles. However, no advance may be made if the board of directors reasonably and promptly 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 or if two disinterested directors are not then in office, by independent legal counsel in a written opinion), based on facts known to the board of directors or such independent legal counsel at such time, that such person did not act in good faith in the reasonable belief that his action was in the best interest of the registrant or the participants or beneficiaries of such employee benefit plan, as the case may be.

Under Article 6A of the Restated Articles, if an individual is entitled under any provision of Article 6 of the Restated Articles to indemnification by the registrant for some or a portion of the liabilities or expenses imposed upon or incurred by such individual in the investigation, defense, appeal or settlement of any action, suit or proceeding but not, however, for the total amount thereof, the registrant shall nevertheless indemnify such individual for the portion of such liabilities or expenses to which such individual is entitled. The registrant’s obligation to provide indemnification under the Restated Articles shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the registrant or any other person.

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Under Article 6D of the Restated Articles, to the fullest extent permitted by the Massachusetts Business Corporation Act, as may be amended from time to time, no director shall be personally liable to the registrant or its stockholders for monetary damages for breach of his fiduciary duty as a director, notwithstanding any provision of law imposing such liability.

The registrant has also entered into indemnification agreements with its directors and executive officers, each of which creates a direct contractual obligation of the registrant to indemnify the individual under certain circumstances. Each agreement generally provides that the registrant will indemnify the director or officer to the fullest extent permitted under Massachusetts law for claims arising in such individual’s capacity as a director or officer of the registrant or in connection with his or her service at the request of the registrant for another entity. Each agreement, among other things, establishes certain remedies for claims and contains deadlines and procedures to be followed in connection with a request for indemnification and/or advancement of expenses, including in the event of a change in control of the registrant.

In addition, the registrant has directors and officers liability insurance for the benefit of its directors and officers.

Not applicable.

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1.    Item 512(a) of Regulation S-K.  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 (1)(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.    Item 512(b) of Regulation S-K.  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.

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3.    Item 512(h) of Regulation S-K.  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 Post-Effective Amendment No. 1 to the Registrant Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Norwood, Commonwealth of Massachusetts, on this 11^th day of March, 2020.

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Analog Devices, Inc., hereby severally constitute and appoint Vincent Roche, Prashanth Mahendra-Rajah and Larry Weiss, 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 (Registration No. 333-132409), the registration statement on Form S-8 (Registration No. 333-156309), the registration statement on Form S-8 (Registration No. 333-163653), the registration statement on Form S-8 (Registration No. 333-181951) and the registration statement on Form S-8 (Registration No. 333-194556) and any and all subsequent amendments to said registration statements, 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 statements and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

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Exhibit 5.1

March 11, 2020

Analog Devices, Inc.

One Technology Way

Norwood, Massachusetts 02062

Ladies and Gentlemen:

We have assisted in the preparation of a Post-Effective Amendment No. 1 (the “Amendment”) to each of the Registration Statement on Form S-8 (Registration No. 333-132409) (the “Initial Registration Statement”), the Registration Statement on Form S-8 (Registration No. 333-156309) (the “Second Registration Statement”), the Registration Statement on Form S-8 (Registration No. 333-163653) (the “Third Registration Statement”), the Registration Statement on Form S-8 (Registration No. 333-181951) (the “Fourth Registration Statement”) and the Registration Statement on Form S-8 (Registration Statement No. 333-194556) (the “Fifth Registration Statement” and, together with the Initial Registration Statement, the Second Registration Statement, the Third Registration Statement and the Fourth Registration Statement, the “Registration Statements”) to be filed by Analog Devices, Inc., a Massachusetts corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Initial Registration Statement registered 15,000,000 shares of the Company’s common stock, $0.16 2/3 par value per share (the “Common Stock”), the Second Registration Statement registered 15,285,735 shares of Common Stock, the Third Registration Statement registered 15,257,044 shares of Common Stock, the Fourth Registration Statement registered 5,446,637 shares of Common Stock and the Fifth Registration Statement registered 19,000,000 shares of Common Stock, in each case, reserved for issuance pursuant to the Company’s Amended and Restated 2006 Stock Incentive Plan (the “2006 Stock Incentive Plan”). The Amendment reflects that a portion of the shares of Common Stock registered under the Registration Statements (up to 17,491,411 shares) will become available for issuance under the Company’s 2020 Equity Incentive Plan, as approved by the Company’s shareholders on March 11, 2020 (the “2020 Equity Incentive Plan), pursuant to the terms of the 2020 Equity Incentive Plan (such shares of Common Stock are referred to herein as the “Carryover Shares”).

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.

Analog Devices, Inc.

March 11, 2020

Page 2

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 Carryover Shares in accordance with the 2020 Equity Incentive Plan, to register and qualify the Carryover 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.

It is understood that this opinion is to be used only in connection with the offer and sale of the Carryover Shares while the Registration Statements are 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 Carryover Shares have been duly authorized for issuance and, when the Carryover Shares are issued and paid for in accordance with the terms and conditions of the 2020 Equity Incentive Plan, the Carryover 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 Amendment 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

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Post Effective Amendment No. 1 to the Registration Statements (Form S-8 No. 333-132409, No. 333-156309, No. 333-163653, No. 333-181951, and No. 333-194556) pertaining to the Analog Devices, Inc. Amended and Restated 2006 Stock Incentive Plan and Analog Devices, Inc. 2020 Equity Incentive Plan of our reports dated November 26, 2019, 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, 2019, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts

March 9, 2020