As filed with the Securities and Exchange Commission on June 6, 2012
Registration No. 333-40222
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
THE SECURITIES ACT OF 1933
Analog Devices, Inc.
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of
Incorporation or Organization)
|One Technology Way, Norwood, MA||02062-9106|
|(Address of Principal Executive Offices)||(Zip Code)|
Analog Devices, Inc.
1998 Stock Option 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)
(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||¨|
This Post-Effective Amendment No. 3 to Registration Statement on Form S-8 (File No. 333-40222) (the Registration Statement) of Analog Devices, Inc. (the Registrant) filed in connection with the Registrants 1998 Stock Option Plan, as amended (the 1998 Plan) is being filed to deregister 4,542,387 shares (the Shares) of the Registrants common stock, $0.16 2/3 par value per share (the Common Stock) from the Registration Statement. The Shares were previously subject to awards granted under the 1998 Plan, which awards have been cancelled or expired. Under the terms of the Registrants 2006 Stock Incentive Plan (the 2006 Plan), the Shares became available for issuance under the 2006 Plan and are being transferred to a new registration statement on Form S-8 registering additional shares of Common Stock under the 2006 Plan.
Pursuant to Rule 478 under the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norwood, the Commonwealth of Massachusetts, on this 6th day of June, 2012.
|ANALOG DEVICES, INC.|
/s/ Jerald G. Fishman
|Jerald G. Fishman|
|President and Chief Executive Officer|