<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 27, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
ANADIGICS, INC.
(Exact name of registrant as specified in its charter)
------------------------------
<TABLE>
<S> <C>
DELAWARE 35 TECHNOLOGY DRIVE
(State or other jurisdiction WARREN, NEW JERSEY 07059
of (908) 668-5000
incorporation or organization) (Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
<S> <C>
DELAWARE 22-2582106
(State or other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or organization)
</TABLE>
------------------------
DR. BAMI BASTANI
CHIEF EXECUTIVE OFFICER AND PRESIDENT
ANADIGICS, INC.
35 TECHNOLOGY DRIVE
WARREN, NEW JERSEY 07059
(908) 668-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
With copies of all orders, notices and communications to:
<TABLE>
<S> <C>
STEPHEN A. GREENE, ESQ. ROBERT S. RISOLEO, ESQ.
CAHILL GORDON & REINDEL SULLIVAN & CROMWELL
80 PINE STREET 125 BROAD STREET
NEW YORK, NY 10005 NEW YORK, NEW YORK 10004
(212) 701-3000 (212) 558-4000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective. If the only
securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. / /
------------------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-83889
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SHARES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Common stock, par value $.01 per share (including
the associated preferred stock purchase rights) 345,000 $34.75 11,988,750 3,333
</TABLE>
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<PAGE>
EXPLANATORY STATEMENT
This registration statement on Form S-3 is being filed pursuant to Rule
462(b) and General Instruction IV to Form S-3, both promulgated under the
Securities Act of 1933, as amended, to register an additional 345,000 shares
of Common Stock of Anadigics, Inc.
INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-3 relating to the
registration of 3,450,000 shares of Common Stock of Anadigics, Inc. filed on
July 28, 1999, file number 333-83889 as amended by Amendment No. 1 filed on
September 9, 1999 and Amendment No. 2 filed on September 29, 1999, are
incorporated herein by reference.
CERTIFICATION
Anadigics, Inc. hereby certifies to the Securities and Exchange
Commission that (1) we have instructed our bank to pay the filing fee set
forth on the cover page of this registration statement by a wire transfer of
such amount to the SEC's account at Mellon Bank as soon as practicable, but
not later than the close of business on October 27, 1999, (2) we will not
revoke those instructions; (3) we have sufficient funds in our account to
cover the amount of the filing fee; and (4) we will confirm receipt of our
instructions by our bank during our bank's regular business hours no later
than October 27, 1999.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
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<S> <C>
5.1 Opinion of Cahill Gordon & Reindel (a partnership including
a professional corporation).
23.1 Consent of Ernst & Young LLP.
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II-1
<PAGE>
<TABLE>
<S> <C>
23.2 Consent of Cahill Gordon & Reindel (included in Exhibit
5.1).
24.1 Power of attorney. Filed as an exhibit to ANADIGICS'
registration statement (Registration No. 333-83889), and
incorporated herein by reference.
</TABLE>
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Warren, State of New Jersey, on
the 26th day of October, 1999.
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<S> <C> <C>
ANADIGICS, INC.
BY: /S/ DR. BAMI BASTANI
-----------------------------------------
Dr. Bami Bastani
CHIEF EXECUTIVE OFFICER
AND PRESIDENT
</TABLE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 2 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED:
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<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/s/ DR. BAMI BASTANI Chief Executive Officer and
------------------------------------------- President (Chief Executive October 26, 1999
Dr. Bami Bastani Officer); Director
Senior Vice President and
/s/ TOM SHIELDS Chief Financial Officer
------------------------------------------- (Chief Financial Officer October 26, 1999
Tom Shields and Principal Accounting
Officer)
* Chairman of the Board of
------------------------------------------- Directors and Director October 26, 1999
Ronald Rosenzweig
* Director
------------------------------------------- October 26, 1999
Paul S. Bachow
Director
------------------------------------------- October 26, 1999
David Fellows
* Director
------------------------------------------- October 26, 1999
Bruns Grayson
Director
------------------------------------------- October 26, 1999
Harry T. Rein
* Director
------------------------------------------- October 26, 1999
Lewis Solomon
</TABLE>
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<S> <C> <C> <C>
*By: /s/ DR. BAMI BASTANI
--------------------------------------
(AS ATTORNEY-IN-FACT)
</TABLE>
II-3
<PAGE>
[Cahill Gordon & Reindel letterhead]
October 27, 1999
Ladies and Gentlemen:
We have acted as special counsel to ANADIGICS, Inc., a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-3 (the "Registration Statement"), relating to the registration
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Act"), of 345,000 shares of the Company's common stock, par value $0.1 per
share (the "Common Stock").
We advise you that in our opinion the shares of Common Stock to be sold
by the Company, when issued in the manner and for the consideration
contemplated by the Registration Statement, will be validly issued, fully
paid and nonassessable.
We hereby consent to the use of our name under the caption "Validity of
Common Stock" and to the filing of this option with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Cahill Gordon & Reindel
ANADIGICS, Inc.
35 Technology Drive
Warren, New Jersey 07059
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-3 No. 333-00000) of ANADIGICS, Inc. for the registration of
345,000 shares of its common stock of our report dated January 25, 1999 with
respect to the financial statements of ANADIGICS, Inc. for the year ended
December 31, 1998 included in the Registration Statement (Form S-3
No. 333-83889) filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
------------------------
Ernst & Young LLP
MetroPark, New Jersey
October 26, 1999
