<PAGE>
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 (Date of earliest event reported): January 30, 1997
ANADIGICS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-25662 22-2582106
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
35 Technology Drive
Warren, New Jersey 07059
(Address of principal
executive offices) (Zip Code)
Registrant's telephone number, including area code:
(908) 668-5000
<PAGE>
Item 5. Other Events.
On January 30, 1997, the Company declared a stock dividend
of one share of the Company's common stock, par value $.01 per share
(the "Common Stock"), for each two shares of Common Stock outstanding.
The dividend is payable on February 20, 1997 to holders of record on
February 10, 1997.
Attached as exhibits hereto are copies of the Company's press
releases announcing the declaration of the stock dividend, the Company's
financial results for the fourth quarter and year ended December 31, 1996
and the filing of a registration statement with the Securities and Exchange
Commission with respect to the Company's proposed offering of Common Stock.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of the Company dated January 31, 1997,
announcing the stock dividend and financial results for the
fourth quarter and year ended December 31, 1996.
99.2 Press Release of the Company dated January 31, 1997, announcing
the Company's proposed offering of Common Stock.
<PAGE>
SIGNATURE
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 hereunto duly authorized.
ANADIGICS, INC.
(Registrant)
By: /s/ John F. Lyons
-------------------------
Name: John F. Lyons
Title: Senior Vice President and
Chief Financial Officer
DATE: January 30, 1997
<PAGE>
EXHIBIT INDEX
Exhibit No. Page
99.1 Press Release of the Company dated January
31, 1997, announcing the stock dividend and
financial results for the fourth quarter and
year ended December 31, 1996......................
99.2 Press Release of the Company dated January
31, 1997, announcing the Company's proposed
offering of Common Stock..........................
<PAGE>
EXHIBIT 99.1
FOR: ANADIGICS, INC.
35 Technology Drive
Warren, NJ 07059-4915
908-668-5000
APPROVED BY: Ronald Rosenzweig
President & CEO
CONTACT: John Lyons
Chief Financial Officer
908-412-5972
Michele Katz/Jessica Davis
Press: Lee Foley
Morgen-Walke Associates, Inc.
212-850-5600
ANADIGICS, INC. REPORTS RECORD FOURTH QUARTER SALES OF $22.4 MILLION
AND
RECORD INCOME BEFORE TAXES OF $4.5 MILLION
*1996 NET SALES $68.9 MILLION - UP 34%
*COMPANY DECLARES 3-FOR-2 STOCK SPLIT
WARREN, New Jersey, January 31, 1997--ANADIGICS, INC. (Nasdaq: ANAD)
today reported financial results for the fourth quarter and year ended
December 31, 1996.
The Company also announced that its Board of Directors has declared a
3-for-2 stock split of its common stock in the form of a 50% stock dividend.
The new shares will be distributed on February 20, 1997 to stockholders of
record at the close of business on February 10, 1997.
Net sales in the 1996 fourth quarter rose 55% to $22.4 million from $14.5
million in the fourth quarter of 1995. On a sequential quarterly basis, net
sales increased 32% over third quarter 1996 net sales of $17.0 million. The
increase in net sales in comparison to both periods is primarily attibutable
to increased sales of integrated circuits for cellular and personal
communication service ("PCS") applications, which were up over 200% from the
fourth quarter of 1995. Cellular and PCS applications represented more than
50% of fourth quarter 1996 net sales, compared to approximately 25% of net
sales in the fourth quarter of 1995.
Income before taxes in the fourth quarter of 1996 was up 61% to a record
$4,473 thousand from $2,783 thousand in the fourth quarter of 1995. During
the fourth quarter of 1996 a benefit for income taxes of $2,214 thousand was
recorded versus a provision for income taxes of $138 thousand recorded in the
fourth quarter of 1995. The benefit for income taxes arose from a reduction
in the valuation allowances which had been recorded in earlier periods
against deferred tax assets (primarily net operating loss carry-forwards). As
a result, net income in the fourth quarter of 1996 increased to $6,687
thousand (or $0.76 per share on pre-split 8,747,705 weighted average common
shares outstanding) from $2,645 thousand (or $0.32 per share on a pre-split
8,334,301 weighted average common shares outstanding) in the fourth quarter
of 1995. Net income per share after adjustment for the 3-for-2 common stock
split would be $0.51 in the fourth quarter of 1996 and $0.21 in the fourth
quarter of 1995.
(More)
<PAGE>
ANADIGICS, Inc. Page 2
The gross profit margin was 43.5% in the fourth quarter of 1996, compared
with 34.5% in the third quarter of 1996 and 49.1% in the fourth quarter of
1995. The improvement in gross margin from the third quarter 1996 level was
the result of improved yields on new products, certain of which had
experienced production start-up problems in the third quarter. The decline in
the gross profit margin compared to the fourth quarter of 1995 was due to a
shift in the sales mix to lower margin, high volume integrated circuits and
lower yields on certain of the newer products.
Research and development expenses in the fourth quarter of 1996 totaled
$3.1 million, or 13.9% of net sales, compared to $3.0 million in the fourth
quarter of 1995, or 20.7% of net sales. During the fourth quarter of 1996 the
Company's focus on meeting customer demands for products temporarily reduced
the amount of engineering resources normally applied to research and
development. Selling and administrative expenses in the fourth quarter of 1996
totaled $2.6 million, or 11.4% of net sales, compared to $1.7 million, or 12.0%
of net sales in the year-ago quarter.
For the year, net sales totaled $68.9 million, an increase of 34% over
1995 net sales of $51.5 million. Income before income taxes for 1996 totaled
$11.1 million compared with $8.8 million in 1995, an increase of 26%. During
1996 a benefit for income taxes of $888 thousand was recorded versus a
provision for income taxes of $1,527 thousand recorded in 1995. The benefit
for income taxes arose from a reduction in the valuation allowances which had
been recorded in earlier periods against deferred tax assets (primarily net
operating loss carryforwards). As a result, net income in 1996 increased to
$11,991 thousand (or $1.39 per share on pre-split 8,605,234 weighted average
common shares outstanding) from $7,293 thousand (or $0.96 per share on a
pre-split 7,583,163 weighted average common shares outstanding) in 1995. The
net income per share after adjustment for the 3-for-2 common stock split
would be $0.93 in 1996 and $0.64 in 1995.
Except for the historical information contained herein, this news release
contains forward-looking statements (as that term is defined in the
Securities Act of 1933) that are subject to risks and uncertainties,
including timely product and process development, order rescheduling or
cancellation, individual product pricing pressure, variation in production
yield, difficulties in obtaining components and assembly services needed for
production of integrated circuits, change in economic conditions of the
various markets the Company serves, as well as other risks detailed from time
to time in the Company's SEC filings, including the registration statement on
Form S-3 filed on January 31, 1997.
ANADIGICS, Inc. is a leading supplier of gallium arsenide integrated
circuits used to receive and transmit radio and microwave frequency signals in
a variety of high volume consumer communications applications. The Company
primarily focuses on supplying to the cable television, direct broadcast
satellite television, fiber optic telecommunications, and wireless
communication markets. ANADIGICS's objective is to be the leading supplier of
RF/microwave solutions using GaAs integrated circuits.
http://www.anadigics.com
(Tables to follow)
<PAGE>
ANADIGICS, INC.
CONDENSED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Year Ended
December 31, December 31,
1996 1995 1996 1995
------------ ------------- ------------- -------------
(unaudited) (unaudited) (Note 1) (Note 1)
<S> <C> <C> <C> <C>
Net sales $ 22,423 $ 14,470 $ 68,864 $ 51,460
Cost of sales 12,662 7,359 38,887 24,995
------------ ------------- ------------- -------------
Gross Profit 9,761 7,111 29,977 26,465
Research and development 3,118 2,997 12,036 11,733
Selling and administrative
expense 2,557 1,734 8,206 6,640
------------ ------------- ------------- -------------
Operating income 4,086 2,380 9,735 8,092
Interest expense 92 45 371 573
Interest income 479 448 1,739 1,301
------------ ------------- ------------- -------------
Income before income taxes 4,473 2,783 11,103 8,820
Provision (benefit) for income
taxes (2,214) 138 (888) 1,527
------------ ------------- ------------- -------------
NET INCOME $ 6,687 $ 2,645 $ 11,991 $ 7,293
------------ ------------- ------------- -------------
------------ ------------- ------------- -------------
POST-SPLIT PER SHARE DATA (NOTE 2):
Net income per share $ 0.51 $ 0.21 $ 0.93 $ 0.64
------------ ------------- ------------- -------------
------------ ------------- ------------- -------------
Weighted average common
shares outstanding 13,121,558 12,501,452 12,907,851 11,374,745
------------ ------------- ------------- -------------
------------ ------------- ------------- -------------
- --------------------------------------------------------------------------------------------------------
</TABLE>
NOTE 1: The condensed statements of income for the years ended December
31,1996 and 1995 have been derived from the audited financial statements at
such dates but do not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements.
NOTE 2: On a pre-split basis, per-share data was as follows:
<TABLE>
<S> <C> <C> <C> <C>
Net income per share $ 0.76 $ 0.32 $ 1.39 $ 0.96
------------ ------------- ------------- -------------
------------ ------------- ------------- -------------
Weighted average common
shares outstanding 8,747,705 8,334,301 8,605,234 7,583,163
------------ ------------- ------------- -------------
------------ ------------- ------------- -------------
</TABLE>
(Table to follow)
<PAGE>
ANADIGICS, INC.
CONDENSED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
December 31, December 31,
1996 1995
------------- -------------
(Note 1) (Note 1)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 23,112 $ 6,394
Marketable securities 9,008 22,788
Accounts receivable, net 10,696 7,379
Inventory 8,901 8,735
Prepaid expenses and other current assets 1,221 981
Deferred taxes 699 184
------------- -------------
Total current assets 53,637 46,461
Equipment and furniture 46,853 31,951
Leasehold improvements 3,710 2,586
Less accumulated depreciation and amortization 21,830 16,060
------------- -------------
28,733 18,477
Deferred taxes 4,131 1,032
Deposits 495 280
------------- -------------
Total assets $ 86,996 $ 66,250
------------- -------------
------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,173 $ 2,671
Accrued liabilities 3,671 4,027
Income taxes payable 3,676 2,092
Current maturities of capital lease obligations 1,292 1,718
------------- -------------
Total current liabilities 15,812 10,508
Capital lease obligations, less current portion 627 1,919
------------- -------------
Total liabilities 16,439 12,427
Stockholders' equity:
Common stock 126 116
Common stock, convertible, non-voting --- 5
Common stock subscribed --- (3)
Additional paid-in capital 98,800 94,065
Accumulated deficit (28,369) (40,360)
------------- -------------
Total stockholders' equity 70,557 53,823
------------- -------------
Total liabilities and stockholders' equity $ 86,996 $ 66,250
------------- -------------
------------- -------------
</TABLE>
Note: 1: The condensed balance sheets at December 31,1996 and 1995 have been
derived from the audited financial statements at such dates but do not
include all the information and footnotes required by generally
accepted accounting principles for complete financial statements.
# # #
<PAGE>
Exhibit 99.2
FOR: ANADIGICS, INC.
35 Technology Drive
Warren, NJ 07059-4915
908-668-5000
APPROVED BY: Ronald Rosenzweig
President & CEO
CONTACT: John Lyons
Chief Financial Officer
908-412-5972
Michele Katz/Jessica Davis
Press: Lee Foley
Morgen-Walke Associates, Inc.
212-850-5600
ANADIGICS, INC. FILES REGISTRATION STATEMENT
TO OFFER UP TO 2,347,739 COMMON SHARES
WARREN, New Jersey, January 31, 1997 -- ANADIGICS, Inc. (Nasdaq: ANAD) today
announced that it has filed a registration statement with the Securities and
Exchange Commission with respect to a proposed stock offering of up to
2,347,739 shares of common stock. 1,875,000 shares are expected to be offered
by the Company and 166,513 shares are expected to be offered by selling
stockholders. In connection with the proposed common stock offering, the
Company has granted the underwriters an over-allotment option to purchase up
to an additional 306,226 newly-issued shares.
Goldman, Sachs & Co. will be the lead manager and Oppenheimer & Co., Inc.
and Needham & Company, Inc. will be acting as co-managers in the proposed
offering.
The Company will use approximately $50 million of net proceeds to
purchase capital equipment and make leasehold improvements, and will use the
remainder of the proceeds for general corporate purposes, including working
capital. The Company will receive no proceeds from the sale of shares of
common stock by the selling shareholders.
The number of shares being offered reflects a 3-for-2 stock split by
declaration of a stock dividend payable on February 20, 1997 to holders of
record on February 10, 1997.
A registration statement relating to the securities referenced above has
been filed with the Securities and Exchange Commission but has not yet become
effective. The securities referenced above may not be sold nor may offers to
buy be accepted prior to the time the registration statement becomes
effective. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities referenced above, nor shall
there be any sale of these securities in any state in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
A prospectus relating to the offering may be obtained at the offices of
Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004; Oppenheimer & Co.,
Inc., 200 Liberty Street, New York, NY 10281; and Needham & Company, Inc.,
445 Park Avenue, New York, NY 10022.
ANADIGICS, Inc. is a leading supplier of gallium arsenide integrated
circuits used to receive and transmit radio and microwave frequency signals in
a variety of high volume consumer communications applications. The Company
primarily focuses on supplying to the cable television, direct broadcast
satellite television, fiber optic telecommunications, and wireless
communication markets. ANADIGICS's objective is to be the leading supplier
of RF/microwave solutions using GaAs integrated circuits.
http://www.anadigics.com
###
