SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

MAXIM INTEGRATED PRODUCTS, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

OPTIONS TO PURCHASE COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

92046N102

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

Mark Casper

Associate General Counsel and Secretary

Maxim Integrated Products, Inc.

120 San Gabriel Drive

Sunnyvale, California 94086

(408) 737-7600

(Name, Address and Telephone Numbers of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Craig W. Adas

Weil, Gotshal & Manges LLP

201 Redwood Shores Parkway

Redwood Shores, CA 94065

(650) 802-3000

Calculation of Filing Fee

Transaction Valuation *	Amount of Filing Fee *
$25,344,117	$996.02

* Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 61,888,809 shares of Common Stock, $0.001 par value, of Maxim Integrated Products, Inc. will be purchased pursuant to this offer for an aggregate of $25,344,117.24 in cash. The actual transaction value will be based on the number of options tendered, if any, which may result in a lesser aggregate amount. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 6 for fiscal 2008, equals $39.30 per million dollars of the value of the transaction. The transaction valuation set forth above was calculated for the sole purpose of determining the filing fee and should not be used for any other purpose.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $996.02	Filing Party: Maxim Integrated Products, Inc.
Form or Registration Number: Schedule TO	Date Filed: November 7, 2008

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:    ¨

INTRODUCTORY STATEMENT

Maxim Integrated Products, Inc., a Delaware corporation (the “Company”), hereby amends the Tender Offer Statement on Schedule TO, originally filed on November 7, 2008, solely for the purpose of adding new Exhibit (a)(15), Questions and Answers Regarding the Company’s Offer to Purchase Eligible Options for Cash, posted on the Company’s Intranet Website on November 18, 2008.

2

Item 12. Exhibits.

(a)(1)*	Offer to Purchase Eligible Stock Options, dated November 7, 2008.
(a)(2)*	Form of e-mail to Eligible Employees Announcing Offer to Purchase.
(a)(3)*	Form of Promise to Make Cash Payment.
(a)(4)*	Paper Election Form.
(a)(5)*	Paper Election Withdrawal Notice.
(a)(6)*	Form of Reminder Notice of Expiration of Offer.
(a)(7)*	Screen Shots of Offer Website.
(a)(8)	The Company’s Annual Report on Form 10-K for the fiscal year ended June 28, 2008, filed with the Securities and Exchange Commission on September 30, 2008 (incorporated herein by reference).
(a)(9)	The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2008, filed with the Securities and Exchange Commission on November 6, 2008 (incorporated herein by reference).
(a)(10)	The Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 2, 2008 (incorporated herein by reference).
(a)(11)	The Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 11, 2008 (incorporated herein by reference).
(a)(12)	The Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 21, 2008 (incorporated herein by reference).
(a)(13)	The Company’s Definitive Proxy Statement for the Company’s 2008 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on October 27, 2008 (incorporated herein by reference).
(a)(14)	A description of the Company’s Common Stock contained in the Registration Statement filed with the Securities and Exchange Commission on Form 8-A, as filed October 6, 2008, under Section 12(b) of the Exchange Act, together with any amendments or reports filed for the purpose of updating such information (incorporated herein by reference).
(a)(15)	Questions and Answers Regarding the Company’s Offer to Purchase Eligible Options for Cash.
(b)	Not applicable.
(d)(1)	The Company’s Incentive Stock Option Plan, as amended. (1)
(d)(2)	The Company’s 1987 Supplemental Stock Option Plan, as amended. (2)
(d)(3)	The Company’s Supplemental Nonemployee Stock Option Plan, as amended. (2)
(d)(4)	The Company’s 1987 Employee Stock Participation Plan, as amended. (3)
(d)(5)	The Company’s 1988 Nonemployee Director Stock Option Plan, as amended. (2)
(d)(6)	The Company’s 1996 Stock Incentive Plan, as amended and restated. (4)
(d)(7)	Dallas Semiconductor Corporation—1993 Officer and Director Stock Option Plan, as amended, together with forms of stock option agreements thereunder. (5)
(d)(8)	Dallas Semiconductor Corporation Amended 1987 Stock Option Plan, together with forms of stock option agreements thereunder. (5)
(d)(9)	Form of Shareholder Agreements between Dallas Semiconductor Corporation and employee stockholders, as amended. (5)
(d)(10)	Agreement between Dallas Semiconductor Corporation and Alan P. Hale, dated May 20, 1999, as amended. (5)

3

(d)(11)	Employment Agreement between Dallas Semiconductor Corporation and Alan P. Hale, dated April 11, 2001. (5)
(d)(12)	Assumption Agreement, dated April 11, 2001, relating to Dallas Semiconductor Corporation stock options. (5)
(d)(13)	Form of Non-Statutory Option Agreement, as amended and restated, under the Company’s 1996 Stock Incentive Plan. (6)
(d)(14)	Form of Restricted Stock Unit Agreement under the Company’s 1996 Stock Incentive Plan. (7)
(d)(15)	Employment Agreement between the Company and Tunc Doluca dated as of September 30, 1993. (8)
(d)(16)	Employment Agreement between the Company and Vijay Ullal dated as of April 1, 1995. (8)
(d)(17)	Employment Agreement between the Company and Pirooz Parvarandeh dated as of November 1, 1994. (8)
(d)(18)	Employment Agreement between the Company and Richard Hood dated as of April 1, 1995. (8)
(d)(19)	Employment Letter Agreement between the Company and Bruce Kiddoo dated as of August 6, 2007. (9)
(d)(20)	Form of Non-Statutory Option Agreement for U.S. Optionees under the Company’s 1996 Stock Incentive Plan. (10)
(d)(21)	Form of Restricted Stock Unit Agreement for U.S. Holders under the Company’s 1996 Stock Incentive Plan. (10)
(d)(22)	Form of Non-Statutory Option Agreement for Non-U.S. Optionees, under the Company’s 1996 Stock Incentive Plan. (10)
(d)(23)	Form of Restricted Stock Unit Agreement for Non-U.S. Holders under the Company’s 1996 Stock Incentive Plan. (10)
(g)	Not applicable.
(h)	Not applicable.

 * Previously filed as an exhibit to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 7, 2008.

(1) Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended June 30, 1995.

(2) Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended June 27, 1998.

(3) Incorporated by reference to the Appendix B in the Company’s Proxy Statement for a Meeting of its stockholders held on November October 18, 2004.

(4) Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended June 28, 2008.

(5) Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended June 30, 2001.

(6) Incorporated by reference to the Company’s Current Report on Form 8-K filed June 8, 2006.

(7) Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended June 24, 2006.

(8) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 24, 2006.

(9) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2007.

(10) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2008.

4

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 18, 2008

MAXIM INTEGRATED PRODUCTS, INC.
By:	/s/ Mark Casper
	Mark Casper Associate General Counsel and Secretary

5

EXHIBIT INDEX

(a)(1)*	Offer to Purchase Eligible Stock Options, dated November 7, 2008.
(a)(2)*	Form of e-mail to Eligible Employees Announcing Offer to Purchase.
(a)(3)*	Form of Promise to Make Cash Payment.
(a)(4)*	Paper Election Form.
(a)(5)*	Paper Election Withdrawal Notice.
(a)(6)*	Form of Reminder Notice of Expiration of Offer.
(a)(7)*	Screen Shots of Offer Website.
(a)(8)	The Company’s Annual Report on Form 10-K for the fiscal year ended June 28, 2008, filed with the Securities and Exchange Commission on September 30, 2008 (incorporated herein by reference).
(a)(9)	The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2008, filed with the Securities and Exchange Commission on November 6, 2008 (incorporated herein by reference).
(a)(10)	The Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 2, 2008 (incorporated herein by reference).
(a)(11)	The Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 11, 2008 (incorporated herein by reference).
(a)(12)	The Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 21, 2008 (incorporated herein by reference).
(a)(13)	The Company’s Definitive Proxy Statement for the Company’s 2008 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on October 27, 2008 (incorporated herein by reference).
(a)(14)	A description of the Company’s Common Stock contained in the Registration Statement filed with the Securities and Exchange Commission on Form 8-A, as filed October 6, 2008, under Section 12(b) of the Exchange Act, together with any amendments or reports filed for the purpose of updating such information (incorporated herein by reference).
(a)(15)	Questions and Answers Regarding the Company’s Offer to Purchase Eligible Options for Cash.
(b)	Not applicable.
(d)(1)	The Company’s Incentive Stock Option Plan, as amended. (1)
(d)(2)	The Company’s 1987 Supplemental Stock Option Plan, as amended. (2)
(d)(3)	The Company’s Supplemental Nonemployee Stock Option Plan, as amended. (2)
(d)(4)	The Company’s 1987 Employee Stock Participation Plan, as amended. (3)
(d)(5)	The Company’s 1988 Nonemployee Director Stock Option Plan, as amended. (2)
(d)(6)	The Company’s 1996 Stock Incentive Plan, as amended and restated. (4)
(d)(7)	Dallas Semiconductor Corporation – 1993 Officer and Director Stock Option Plan, as amended, together with forms of stock option agreements thereunder. (5)
(d)(8)	Dallas Semiconductor Corporation Amended 1987 Stock Option Plan, together with forms of stock option agreements thereunder. (5)
(d)(9)	Form of Shareholder Agreements between Dallas Semiconductor Corporation and employee stockholders, as amended. (5)

(d)(10)	Agreement between Dallas Semiconductor Corporation and Alan P. Hale, dated May 20, 1999, as amended. (5)
(d)(11)	Employment Agreement between Dallas Semiconductor Corporation and Alan P. Hale, dated April 11, 2001. (5)
(d)(12)	Assumption Agreement, dated April 11, 2001, relating to Dallas Semiconductor Corporation stock options. (5)
(d)(13)	Form of Non-Statutory Option Agreement, as amended and restated, under the Company’s 1996 Stock Incentive Plan. (6)
(d)(14)	Form of Restricted Stock Unit Agreement under the Company’s 1996 Stock Incentive Plan. (7)
(d)(15)	Employment Agreement between the Company and Tunc Doluca dated as of September 30, 1993. (8)
(d)(16)	Employment Agreement between the Company and Vijay Ullal dated as of April 1, 1995. (8)
(d)(17)	Employment Agreement between the Company and Pirooz Parvarandeh dated as of November 1, 1994. (8)
(d)(18)	Employment Agreement between the Company and Richard Hood dated as of April 1, 1995. (8)
(d)(19)	Employment Letter Agreement between the Company and Bruce Kiddoo dated as of August 6, 2007. (9)
(d)(20)	Form of Non-Statutory Option Agreement for U.S. Optionees under the Company’s 1996 Stock Incentive Plan. (10)
(d)(21)	Form of Restricted Stock Unit Agreement for U.S. Holders under the Company’s 1996 Stock Incentive Plan. (10)
(d)(22)	Form of Non-Statutory Option Agreement for Non-U.S. Optionees, under the Company’s 1996 Stock Incentive Plan. (10)
(d)(23)	Form of Restricted Stock Unit Agreement for Non-U.S. Holders under the Company’s 1996 Stock Incentive Plan. (10)
(g)	Not applicable.
(h)	Not applicable.

 * Previously filed as an exhibit to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 7, 2008.

(1) Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended June 30, 1995.

(2) Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended June 27, 1998.

(3) Incorporated by reference to the Appendix B in the Company’s Proxy Statement for a Meeting of its stockholders held on November October 18, 2004.

(4) Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended June 28, 2008.

(5) Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended June 30, 2001.

(6) Incorporated by reference to the Company’s Current Report on Form 8-K filed June 8, 2006.

(7) Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended June 24, 2006.

(8) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 24, 2006.

(9) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2007.

(10) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2008.

EX-99.(A)(15)

Exhibit (a)(15)

Q&A Regarding Maxim’s Offer

to Repurchase for Cash certain underwater Stock Options

1. Why did we decide to do the exchange offer now?

Maxim’s intent has been to conduct an underwater option exchange transaction shortly following the completion of the restatement. We do not know how long the current economic environment will last and we cannot predict when our stock price will recover.

2. If an employee decides not to exchange their underwater options, will it reduce or in any way impact the amount of their upcoming annual grant?

No. The exchange offer and the annual grant are separate events. If an employee decides not to exchange their underwater options, it will not reduce their annual grant amount.

3. How did you determine the amount that is being offered for each option that is eligible for exchange?

Maxim is offering to pay a cash amount equal to the Black-Scholes value of each option, which is a complicated option valuation method. The Black-Scholes value is often referred to as the fair value. The total fair value for all options eligible in the exchange is approximately $25 million.

4. Why is the Black-Scholes value (or fair value) so low?

The low value is primarily due to our stock price in comparison to the exercise prices of the stock options eligible in the exchange. Many of these options are significantly underwater and have no real value. The Black-Scholes valuation model is the most widely accepted model to value options. Two key inputs into the Black-Scholes model are the exercise price of the option and the current market price. Other inputs into the model include the remaining term of the option, an expected stock price volatility measure, and our dividend yield (dividend per share divided by our current stock price).

5. Who calculated the Black-Scholes value of Maxim stock options?

Maxim retained a third-party named FAS123 Solutions to perform the Black-Scholes valuation of Maxim’s stock options. FAS123 Solutions specializes in performing stock option valuations for companies. This calculation will also be audited by our independent auditor, Deloitte and Touche, for accuracy.

1

6. How come Maxim is not offering to pay more than the Black-Scholes value of an option (e.g., some guaranteed minimum amount similar to what was offered in the prior exchange)?

We believe that our stockholders, who also have been adversely impacted by the substantial decline in our stock price, would not support placing a higher value on these underwater options. If we were to place a higher value on the underwater stock options, we believe our stockholders may be less likely to support future equity incentive compensation plans for employees, such as the employee stock purchase plan and future increases to the number of shares in our stock option plan.

7. How come the Black-Scholes value (or fair value) in Maxim’s prior exchange offer was much higher than the current Black-Scholes value?

Maxim’s stock price was much higher in February 2006 (trading close to $40 per share) than it is today, our dividend yield was much lower (1.25% in 2006, 5.81% now) and the remaining life of the outstanding options eligible in the exchange were greater than they are today. These are the primary reasons why the current Black-Scholes value of the options is lower than it was in the prior exchange offer.

8. Why is Maxim treating holders of expiring options during the restatement differently than options eligible in the exchange program?

The goodwill payments were for options that reached their maximum ten-year term during the restatement period or immediately thereafter when our trading window was closed and therefore could no longer be exercised. The exchange program is for options that have not reached their ten-year term and in some cases have not yet vested. The expectations of our shareholders and industry practice is that an exchange program must be at fair value.

9. The result seems to punish long term employees who have never received value from their options more than newer employees. Is Maxim going to do anything to balance that unfairness to long-term employees?

There is no subjective bias in the exchange program based on length of service. The Black-Scholes calculation does assign a higher value to options with a longer remaining life since the longer time period provides more opportunity for the stock price to increase. These employees did have a longer time period to exercise their options.

10. Which options are eligible to be exchanged for cash?

Vested and unvested stock options that meet the following criteria:

• have an exercise price greater than $20.00 per share;

2

• were granted prior to June 29, 2008; and

• are outstanding on the expiration date of the exchange, which we anticipate to be on December 8, 2008.

11. Who is eligible to exchange options in this program?

Individuals that are employees of Maxim as of November 7, 2008, and who continue to be employed through the expiration date of the exchange, which we anticipate to be on December 8, 2008. Employees receiving less than $10,000 (before taxes are deducted) will receive full payment in the second part of December 2008 following the expiration of the exchange. Employees receiving $10,000 or more will receive payments in four equal installments on January 15, 2009, April 15, 2009, July 15, 2009 and October 15, 2009, provided the individual remains employed on those dates.

12. Do officers have different terms?

The fair value calculation is the same used for all others. Officers are not eligible for immediate cash payment. Their payments will vest over the longer of two years or the original vesting schedule.

13. Why are some payments subject to vesting?

The vesting component, even though it is over a short period of time, is important to Maxim and to shareholders because it promotes employee retention and better aligns the interests of the employees, the Company, and our shareholders. Also, the Company believes that some vesting restriction is important given that unvested options may be exchanged.

14. Why is cash used in this exchange instead of RSUs?

Maxim is not authorized to exchange RSUs for under water stock options under its stock option plan. In 2007, the rules governing underwater options exchanges were changed and they now require that stock option plans specifically provide that underwater options may be exchanged for newly issued RSUs. Maxim’s stock option plan does not contain this provision. However, even if RSUs could be used, the options would still have the same low Black-Scholes value, and the same amount would be paid to employees for their options but RSUs would be used as currency instead of cash.

3