As filed with the Securities and Exchange Commission on August 26, 2021
Registration No. 333-222730
Registration No. 333-215790
Registration No. 333-209093
Registration No. 333-201862
Registration No. 333-193731
Registration No. 333-186214
Registration No. 333-179249
Registration No. 333-171824
Registration No. 333-164640
Registration No. 333-157416
Registration No. 333-132888
Registration No. 333-122559
Registration No. 333-103163
Registration No. 333-58772
Registration No. 333-88535
Registration No. 33-57849
Registration No. 33-72186
Registration No. 33-54026
Registration No. 33-44485
Registration No. 33-37470
Registration No. 33-37469
Registration No. 33-34519
Registration No. 33-34728
Registration No. 33-25639
Registration No. 33-22147
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-8 REGISTRATION STATEMENT NO. 333-222730
FORM S-8 REGISTRATION STATEMENT NO. 333-215790
FORM S-8 REGISTRATION STATEMENT NO. 333-209093
FORM S-8 REGISTRATION STATEMENT NO. 333-201862
FORM S-8 REGISTRATION STATEMENT NO. 333-193731
FORM S-8 REGISTRATION STATEMENT NO. 333-186214
FORM S-8 REGISTRATION STATEMENT NO. 333-179249
FORM S-8 REGISTRATION STATEMENT NO. 333-171824
FORM S-8 REGISTRATION STATEMENT NO. 333-164640
FORM S-8 REGISTRATION STATEMENT NO. 333-157416
FORM S-8 REGISTRATION STATEMENT NO. 333-132888
FORM S-8 REGISTRATION STATEMENT NO. 333-122559
FORM S-8 REGISTRATION STATEMENT NO. 333-103163
FORM S-8 REGISTRATION STATEMENT NO. 333-58772
FORM S-8 REGISTRATION STATEMENT NO. 333-88535
FORM S-8 REGISTRATION STATEMENT NO. 33-57849
FORM S-8 REGISTRATION STATEMENT NO. 33-72186
FORM S-8 REGISTRATION STATEMENT NO. 33-54026
FORM S-8 REGISTRATION STATEMENT NO. 33-44485
FORM S-8 REGISTRATION STATEMENT NO. 33-37470
FORM S-8 REGISTRATION STATEMENT NO. 33-37469
FORM S-8 REGISTRATION STATEMENT NO. 33-34519
FORM S-8 REGISTRATION STATEMENT NO. 33-34728
FORM S-8 REGISTRATION STATEMENT NO. 33-25639
FORM S-8 REGISTRATION STATEMENT NO. 33-22147
UNDER
THE SECURITIES ACT OF 1933
MAXIM INTEGRATED PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 94-2896096 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 160 Rio Robles San Jose, California |
95134 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
2008 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
1996 STOCK INCENTIVE PLAN, AS AMENDED AND AS AMENDED AND RESTATED
1988 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN, AS AMENDED
1987 EMPLOYEE STOCK PARTICIPATION PLAN, AS AMENDED
1987 SUPPLEMENTAL STOCK OPTION PLAN, AS AMENDED
1983 INCENTIVE STOCK OPTION PLAN
1983 SUPPLEMENTAL NONEMPLOYEE STOCK OPTION PLAN
DALLAS SEMICONDUCTOR CORPORATION 1993 OFFICER AND DIRECTOR STOCK OPTION PLAN
DALLAS SEMICONDUCTOR CORPORATION AMENDED AND RESTATED 1987 STOCK OPTION PLAN
INCENTIVE STOCK OPTION PLAN
SUPPLEMENTAL NONEMPLOYEE STOCK OPTION PLAN, AS AMENDED
(Full titles of the plans)
Prashanth Mahendra-Rajah
Analog Devices, Inc.
One Analog Way
Wilmington, MA 01887
(781) 329-4700
(Name, address and telephone number of agent for service)
Copies to:
Mark Gordon, Esq.
Jenna E. Levine, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a 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.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | Smaller reporting company | ☐ | ||||
| Emerging growth company | ☐ | |||||
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
DEREGISTRATION OF SECURITIES
Maxim Integrated Products, Inc., a Delaware corporation (the “Registrant”), is filing with the U.S. Securities and Exchange Commission (the “Commission”) this post-effective amendment (the “Post-Effective Amendment”) to deregister all shares of common stock, par value $0.001 per share, of the Registrant (the “Shares”), previously registered under the following Registration Statements on Form S-8 (the “Registration Statements”), together with any and all plan interests and other securities registered thereunder:
| • | Registration Statement No. 333-222730, filed on January 26, 2018, relating to the registration of 1,500,000 Shares under the Registrant’s 2008 Employee Stock Purchase Plan, as amended; |
| • | Registration Statement No. 333-215790, filed on January 27, 2017, relating to the registration of 1,500,000 Shares under the Registrant’s 2008 Employee Stock Purchase Plan, as amended; |
| • | Registration Statement No. 333-209093, filed on January 22, 2016, relating to the registration of 4,000,000 Shares under the Registrant’s 1996 Stock Incentive Plan, as amended and restated, and 2,000,000 Shares under the Registrant’s 2008 Employee Stock Purchase Plan, as amended; |
| • | Registration Statement No. 333-201862, filed on February 4, 2015, relating to the registration of 5,000,000 Shares under the Registrant’s 1996 Stock Incentive Plan, as amended and restated, and 2,000,000 Shares under the Registrant’s 2008 Employee Stock Purchase Plan, as amended; |
| • | Registration Statement No. 333-193731, filed on February 3, 2014, relating to the registration of 6,000,000 Shares under the Registrant’s 1996 Stock Incentive Plan, as amended and restated, and 2,000,000 Shares under the Registrant’s 2008 Employee Stock Purchase Plan, as amended; |
| • | Registration Statement No. 333-186214, filed on January 25, 2013, relating to the registration of 6,000,000 Shares under the Registrant’s 1996 Stock Incentive Plan, as amended and restated, and 2,000,000 Shares under the Registrant’s 2008 Employee Stock Purchase Plan, as amended; |
| • | Registration Statement No. 333-179249, filed on January 31, 2012, relating to the registration of 7,000,000 Shares under the Registrant’s 1996 Stock Incentive Plan, as amended and restated, and 2,000,000 Shares under the Registrant’s 2008 Employee Stock Purchase Plan, as amended; |
| • | Registration Statement No. 333-171824, filed on January 24, 2011, relating to the registration of 7,000,000 Shares under the Registrant’s 1996 Stock Incentive Plan, as amended and restated, and 2,000,000 Shares under the Registrant’s 2008 Employee Stock Purchase Plan, as amended; |
| • | Registration Statement No. 333-164640, filed on February 2, 2010, relating to the registration of 6,000,000 Shares under the Registrant’s 1996 Stock Incentive Plan, as amended and restated, and 2,000,000 Shares under the Registrant’s 2008 Employee Stock Purchase Plan, as amended; |
| • | Registration Statement No. 333-157416, filed on February 19, 2009, relating to the registration of 4,000,000 Shares under the Registrant’s 2008 Employee Stock Purchase Plan; |
| • | Registration Statement No. 333-132888, filed on March 31, 2006, relating to the registration of 1,500,000 Shares under the Registrant’s 1987 Employee Stock Participation Plan, as amended, and 10,975,000 Shares under the Registrant’s 1996 Stock Incentive Plan, as amended; |
| • | Registration Statement No. 333-122559, filed on February 4, 2005, relating to the registration of 1,900,000 Shares under the Registrant’s 1987 Employee Stock Participation Plan, as amended, and 22,950,000 Shares under the Registrant’s 1996 Stock Incentive Plan, as amended; |
| • | Registration Statement No. 333-103163, filed on February 13, 2003, relating to the registration of 27,200,000 Shares under the Registrant’s 1996 Stock Incentive Plan, as amended, and the Registrant’s 1987 Employee Stock Participation Plan, as amended. |
| • | Registration Statement No. 333-58772, filed on April 12, 2001, relating to the registration of 29,858,964 Shares under the Registrant’s 1996 Stock Incentive Plan, the Dallas Semiconductor Corporation Amended and Restated 1987 Stock Option Plan and the Dallas Semiconductor Corporation 1993 Officer and Director Stock Option Plan. |
| • | Registration Statement No. 333-88535, filed on October 6, 1999, relating to the registration of 28,830,000 Shares under the Registrant’s Supplemental Nonemployee Stock Option Plan, as amended, 1987 Supplemental Stock Option Plan, as amended, 1988 Nonemployee Director Stock Option Plan, as amended, 1996 Stock Incentive Plan, as amended, and 1987 Employee Stock Participation Plan, as amended; |
| • | Registration Statement No. 33-57849, filed on February 27, 1995, relating to the registration of 3,600,000 Shares under the Registrant’s Incentive Stock Option Plan, Supplemental Nonemployee Stock Option Plan, 1987 Employee Stock Participation Plan and 1987 Supplemental Stock Option Plan; |
| • | Registration Statement No. 33-72186; filed on November 24, 1993, relating to the registration of 765,000 Shares and options for Shares under the Registrant’s Incentive Stock Option Plan, Supplemental Nonemployee Stock Option Plan, 1987 Employee Stock Participation Plan and 1987 Supplemental Stock Option Plan; |
| • | Registration Statement No. 33-54026, filed on October 30, 1992, relating to the registration of 1,000,000 Shares under the Registrant’s Incentive Stock Option Plan, Supplemental Nonemployee Stock Purchase Plan, 1987 Supplemental Stock Option Plan and 1987 Employee Stock Participation Plan; |
| • | Registration Statement No. 33-44485, filed on December 13, 1991, relating to the registration of 895,000 Shares under the Registrant’s 1983 Supplemental Nonemployee Stock Option Plan, 1983 Incentive Stock Option Plan, 1987 Supplemental Stock Option Plan, 1988 Nonemployee Directors Stock Option Plan and 1987 Employee Stock Participation Plan; |
| • | Registration Statement No. 33-37470, filed on October 25, 1990, relating to the registration of 1,350,000 Shares under the Registrant’s 1983 Incentive Stock Option Plan, 1987 Supplemental Stock Option Plan and 1987 Employee Stock Participation Plan; |
| • | Registration Statement No. 33-37469, filed on October 26, 1990, relating to the registration of 36,250 Shares under the Registrant’s 1988 Nonemployee Director Stock Option Plan; |
| • | Registration Statement No. 33-34519, filed on May 7, 1990, relating to the registration of 1,000,000 Shares under the Registrant’s 1983 Incentive Stock Option Plan, 1987 Supplemental Stock Option Plan and 1987 Employee Stock Participation Plan; |
| • | Registration Statement No. 33-34728, filed on May 7, 1990, relating to the registration of 50,000 Shares under the 1988 Nonemployee Director Stock Option Plan; |
| • | Registration Statement No. 33-25639, filed on November 23, 1988, relating to the registration of 539,405 Shares, including 500,000 Shares under the Registrant’s 1983 Incentive Stock Option Plan, 1987 Supplemental Stock Option Plan and 1987 Employee Stock Participation Plan; and |
| • | Registration Statement No. 33-22147, filed on May 31, 1988, relating to the registration of 2,704,081 Shares under the Registrant’s 1983 Incentive Stock Option Plan, 1987 Supplemental Stock Option Plan and 1987 Employee Stock Participation Plan. |
On August 26, 2021, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 12, 2020, by and among the Registrant, Analog Devices, Inc., a Massachusetts corporation (“ADI”) and Magneto Corp., a Delaware corporation and wholly owned subsidiary of ADI (“Merger Sub”), Merger Sub was merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as a wholly owned subsidiary of ADI.
As a result of the Merger, the Registrant has terminated all offerings and sales pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant in Part II of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unsold at the termination of the offerings, if applicable, the Registrant hereby removes from registration the Shares registered but remaining unsold under the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Wilmington, State of Massachusetts, on August 26, 2021.
| Maxim Integrated Products, Inc. | ||||
| By: | /s/ Prashanth Mahendra-Rajah | |||
| Name: | Prashanth Mahendra-Rajah | |||
| Title: | President | |||
Note: No other person is required to sign these Post-Effective Amendments in reliance on Rule 478 of the Securities Act of 1933, as amended.