8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: August 5, 2008
(Date of earliest event reported)

Maxim Integrated Products, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware	0-16538	94-2896096
(State of other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

120 San Gabriel Drive
Sunnyvale, California    94086
(Address of principal executive offices including zip code)

(408) 737-7600
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Effective as of August 5, 2008, the Board of Directors of Maxim Integrated Products, Inc., a Delaware corporation (the "Company"), appointed Robert E. Grady and William D. Watkins to serve as members of the Company's Board of Directors. Mr. Grady and Mr. Watkins shall each be entitled to receive a quarterly cash retainer of $12,500 for serving on the Board of Directors, which is the same amount paid to the other non-employee members of the Company's Board of Directors. As new members of the Board of Directors, Mr. Grady and Mr. Watkins will each be granted non-qualified stock options to purchase 48,000 shares of our common stock and 2,000 restricted stock units pursuant to the Company's 1996 Stock Incentive Plan, the material terms of which are described in the Company's Proxy Statement for the 2005 Annual Meeting of Stockholders.

A copy of the press release announcing the appointment of Mr. Grady and Mr. Watkins to the Company's Board of Directors, dated as of August 5, 2008, is attached as Exhibit 99.1 hereto.

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

(a) Effective as of August 5, 2008, the Board of Directors amended Article IV, Section 15 of the Bylaws of the Company to increase the authorized number of directors from six (6) to seven (7).

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

The exhibit listed below is being furnished with this Form 8-K.

Exhibit No.	Description
3.4(a)	Certificate of Amendment to the Bylaws of Maxim Integrated Products, Inc., effective August 5, 2008
99.1	Press release dated August 5, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Maxim Integrated Products, Inc.

By:   /s/ Bruce E. Kiddoo        Bruce E. Kiddoo
       Vice President of Finance

Date: August 11, 2008

EXHIBIT INDEX

Exhibit No.	Description
3.4(a)	Certificate of Amendment to the Bylaws of Maxim Integrated Products, Inc., effective August 5, 2008       PDF provided as a courtesy
99.1	Press release dated August 5, 2008       PDF provided as a courtesy

EX-3.4A

CERTIFICATE OF AMENDMENT

TO THE BYLAWS OF

MAXIM INTEGRATED PRODUCTS, INC.

I, Mark J. Casper, Secretary of Maxim Integrated Products, Inc., a Delaware corporation (the "Company"), hereby certify that Article IV, Section 15 of the Bylaws of the Company was amended by resolution of the Company's Board of Directors adopted by Unanimous Written Consent without a meeting effective August 5, 2008, to read in its entirety as follows:

"Article IV

Directors

Section 15 Number and Term of Office.

The number of Directors that shall constitute the whole of the Board of Directors shall be seven (7). The number of authorized Directors may be modified from time to time by amendment of this Bylaw in accordance with the provisions of Section 43 hereof. Except as provided in Section 17, the Directors shall be elected by the stockholders at their annual meeting in each year and shall hold office until the next annual meeting and until their successors shall be duly elected and qualified, or until their death, resignation or removal. Directors need not be stockholders unless so required by the Certificate of Incorporation."

Executed effective as of August 5, 2008.

/s/ Mark J. Casper
Mark J. Casper
Secretary

EX-99.1

Press Information

FOR IMMEDIATE RELEASE
PINK OTC MARKETS: MXIM

Contact:      Tunc Doluca,
                    President and Chief Executive Officer
                    (408) 737-7600

MAXIM APPOINTS TWO PROMINENT EXECUTIVES TO ITS BOARD
OF DIRECTORS

SUNNYVALE, CA-August 5, 2008-Maxim Integrated Products, Inc., (Pink Sheets: MXIM) announced the appointment of Robert E. Grady and William D. Watkins to its Board of Directors.

Robert E. Grady

Robert Grady is a Managing Director at The Carlyle Group, one of the world's largest private equity firms, where he serves as Chairman of Carlyle's U.S. venture and growth capital group, Carlyle Venture Partners ("CVP"), and on the investment committees of CVP, Carlyle Asia Growth Partners and Carlyle Europe Technology Partners.

Mr. Grady is a member of the board of directors of AuthenTec, Inc. and a former Director of Blackboard and Ingenio (acquired by AT&T). He currently serves on the Board of Directors of several privately-held Carlyle portfolio companies including, eScreen, The Health Central Network, Panasas, Secure Elements, Verari Systems, Viator, Inc. and Wall Street Institute. Mr. Grady is also a former director and served as Chairman in 2006-2007 of the National Venture Capital Association. From 1993 to 2000, he was a Partner and Member of the Management Committee at Robertson Stephens & Company, a technologyfocused investment banking firm. He is a member of the Council on Foreign Relations, and he is an Advisory Trustee of the Environmental Defense Fund.

Mr. Grady served from 1994 to 2004 on the faculty of the Stanford Graduate School of Business, where he taught courses on environmental policy, regulation and "Investing in Highly Regulated Industries." From 1989 -1993, Mr. Grady served in the White House as Deputy Assistant to the President of the United States of America, and as Executive Associate Director of the Office of Management and Budget (1991-1993) and as Associate Director of OMB for Natural Resources, Energy and Science (1989-1991).

Mr. Grady is an honors graduate of Harvard College and received an M.B.A. from the Stanford Graduate School of Business.

William D. Watkins

Bill Watkins is the Chief Executive Officer and a member of the board of directors of Seagate Technology. Prior to becoming Seagate's Chief Executive Officer, Mr. Watkins served as president and chief operating officer from June 2000 to July 2004 and was responsible for the company's global hard disc drive operations. He has served on Seagate's Board since 2000. Mr. Watkins joined Seagate in 1996 as part of the company's merger with Conner Peripherals. While at Conner, he established the Conner Disk Division and managed its success through the merger with Seagate.

Mr. Watkins currently serves on the board of directors of the Leukemia and Lymphoma Society, and the Silicon Valley Leadership Group. He also serves as a director at-large of the United Negro College Fund and on the executive advisory Council for IDEMA (the International Disk Drive Equipment and Materials Association).

Bill Watkins graduated with honors with a Bachelor of Science degree in Political Science from the University of Texas.

Tunc Doluca, Maxim's President and Chief Executive Officer commented, "The vast experiences of Robert Grady and Bill Watkins will prove invaluable in guiding the Maxim management team as we pursue the exciting market opportunities that lie ahead of us. We are honored to have them join Maxim's Board of Directors."

About Maxim

Maxim Integrated Products is a publicly traded company that designs, manufactures, and sells over $2 billion of high-performance semiconductor products annually. It was founded over 25 years ago with the mission to deliver innovative analog and mixed-signal engineering solutions that add value to its customers' products. To date, Maxim has developed over 5600 products serving the Industrial, Communications, Consumer, and Computing markets. For more information, go to www.maxim-ic.com.

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