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    SEC Form S-8 POS filed by Maxim Integrated Products, Inc.

    8/26/21 4:41:51 PM ET
    $MXIM
    Semiconductors
    Technology
    Get the next $MXIM alert in real time by email
    S-8 POS 1 d588985ds8pos.htm S-8 POS S-8 POS

    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.

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