Post-effective Amendment to an S-8 Filing (s-8 Pos)
March 10 2017 - 9:51AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 10, 2017
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Registration Nos.
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333-207819
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333-199505
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333-199506
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333-172185
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333-168948
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333-158743
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333-129856
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333-128747
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333-102542
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333-60946
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333-84149
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333-40595
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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM
S-8
REGISTRATION STATEMENT NO.
333-207819
FORM
S-8
REGISTRATION STATEMENT NO.
333-199505
FORM
S-8
REGISTRATION STATEMENT NO.
333-199506
FORM
S-8
REGISTRATION STATEMENT NO.
333-172185
FORM
S-8
REGISTRATION STATEMENT NO.
333-168948
FORM
S-8
REGISTRATION STATEMENT NO.
333-158743
FORM
S-8
REGISTRATION STATEMENT NO.
333-129856
FORM
S-8
REGISTRATION STATEMENT NO.
333-128747
FORM
S-8
REGISTRATION STATEMENT NO.
333-102542
FORM
S-8
REGISTRATION STATEMENT NO.
333-60946
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM
S-8
REGISTRATION STATEMENT NO.
333-84149
FORM
S-8
REGISTRATION STATEMENT NO.
333-40595
Under
THE SECURITIES ACT OF 1933
LINEAR
TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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94-2778785
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1630 McCarthy Boulevard
Milpitas, California 95035
(Address of Principal Executive Offices)
2010 EQUITY INCENTIVE PLAN
2005 EQUITY INCENTIVE PLAN
2005 EMPLOYEE STOCK PURCHASE PLAN
2001 NONSTATUTORY STOCK OPTION PLAN
1996 INCENTIVE STOCK OPTION PLAN
(Full title of the plans)
Donald P. Zerio
Chief
Financial Officer
Linear Technology Corporation
1630 McCarthy Boulevard
Milpitas, California 95035
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (408)
432-1900
Copy to:
Herbert P. Fockler, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo
Alto, California 94304-1050
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 definitions of large accelerated filer, accelerated filer and smaller reporting company in
Rule 12b-2
of the Exchange Act.
(Check one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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DEREGISTRATION OF SECURITIES
These Post-Effective Amendments relate to the following Registration Statements of Linear Technology Corporation, a Delaware corporation (the
Company), on
Form S-8
(collectively, the Registration Statements) filed by the Company with the U.S. Securities and Exchange Commission (SEC), each pertaining to the
registration of shares of Common Stock of the Company, par value $0.001 per share (Common Stock) offered under certain employee benefit and equity plans and agreements:
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File No.
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Date Filed
with the SEC
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Name of Equity Plan or Agreement
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Shares of
Common Stock
Registered
(#)
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333-207819
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November 5, 2015
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2005 Employee Stock Purchase Plan
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2,000,000
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333-199505
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October 21, 2014
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2005 Equity Incentive Plan
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4,841,904
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333-199506
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October 21, 2014
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2010 Equity Incentive Plan
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8,557,659
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333-172185
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February 11, 2011
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2010 Equity Incentive Plan
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9,577,031
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333-168948
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August 20, 2010
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2005 Equity Incentive Plan
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6,898,390
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333-158743
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April 24, 2009
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2005 Employee Stock Purchase Plan
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2,000,000
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333-129856
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November 21, 2005
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2005 Equity Incentive Plan
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6,259,572
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333-128747
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September 30, 2005
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2005 Employee Stock Purchase Plan
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1,000,000
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333-102542
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January 16, 2003
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2001 Nonstatutory Stock Option Plan
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15,000,000
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333-60946
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May 15, 2001
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2001 Nonstatutory Stock Option Plan
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15,000,000
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333-84149
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July 30, 1999
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1996 Incentive Stock Option Plan
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8,000,000
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333-40595
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November 19, 1997
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1996 Incentive Stock Option Plan
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4,500,000
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Pursuant to the Agreement and Plan of Merger dated as of July 26, 2016, by and among the Company, Analog
Devices, Inc., a Massachusetts corporation (Analog Devices), and Tahoe Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Analog Devices (Merger Sub), Merger Sub will be merged with and into the Company
(the Merger), with the Company surviving the Merger as a wholly owned subsidiary of Analog Devices. In connection with the Merger, as of the date hereof, the Company has terminated all offerings of the Companys securities pursuant
to the Registration Statements.
Accordingly, in accordance with the undertakings made by the Company in the Registration Statements to
remove from registration, by means of a post-effective amendment, any securities of the Company that had been registered but remain unsold at the termination of the offering, the Company hereby removes from registration any and all such securities
registered but unsold under the Registration Statements as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
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 these
Post-Effective
Amendments to the Registration Statements on Form
S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California on March 10, 2017.
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LINEAR TECHNOLOGY CORPORATION
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By:
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/s/ Donald P. Zerio
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Donald P. Zerio
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Vice President of Finance and Chief Financial Officer
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*No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the
Securities Act of 1933, as amended.
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