As filed with the Securities and Exchange Commission on November 9, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ANADIGICS, Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-2582106
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
35 Technology Drive, Warren, New Jersey 07059
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(Address of Principal Executive Offices) (Zip Code)
1995 LONG-TERM INCENTIVE AND SHARE AWARD PLAN, AS AMENDED
(Full title of the plans)
Dr. Bami Bastani
Chief Executive Officer and President
ANADIGICS, Inc.
35 Technology Drive
Warren, New Jersey 07059
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(Name and address of agent for service)
(908) 668-5000
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(Telephone number, including area code, of agent for service)
With a Copy to:
Stephen A. Greene, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities to be Amount to Offering Aggregate Amount of
Registered be Price Per Offering Registration
Registered Share Price Fee
------------------------ -------------------- ---------------------- --------------------- ------------------------
<S> <C> <C> <C> <C>
Common Stock (par 750,000(1) $24.3125(2) $18,234,375 $4,813.88
value $0.01 per
share)
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(1) Represents the maximum number of additional shares as to which options may
be granted under the 1995 Long-Term Incentive and Share Award Plan, as
amended.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h)(1), based on the average of the high
and low price per share of the Registrant's Common Stock on November 6,
2000 as reported on the Nasdaq Stock Market.
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EXPLANATORY NOTE
ANADIGICS, Inc. ("Company," "we" or "us") has prepared this Registration
Statement (the "Registration Statement") in accordance with the requirements of
Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"), to
register an additional 750,000 shares of our common stock, which will be awarded
to eligible persons under our 1995 Long-Term Incentive and Share Award Plan, as
amended ("Plan").
INCORPORATION OF CONTENTS OF
REGISTRATION STATEMENT BY REFERENCE
A registration statement on Form S-8 (File No. 33-91750) was filed with the
Securities and Exchange Commission ("SEC") on May 5, 1995 covering the
registration of 850,000 shares initially authorized for issuance under the Plan
(subsequently adjusted to 1,275,000 shares to give effect to the three-for-two
stock split on January 30, 1997). A registration statement on Form S-8 (File No.
333-32533) was filed with the SEC on July 31, 1997 covering the registration of
an additional 1,500,000 shares pursuant to the Plan increasing the number of
shares registered under the Plan to 2,775,000 shares. Pursuant to General
Instruction E of Form S-8, this Registration Statement is being filed to
register an additional 750,000 shares under the Plan. Pursuant to such
Instruction E, the contents of the registration statements on Form S-8 (File
Nos. 33-91750 and 333-32533) are incorporated herein by reference.
The current registration of 750,000 shares will increase the number of
shares registered under the Plan from 2,775,000 shares (subsequently adjusted to
4,162,500 shares to give effect to the three-for-two stock split on January 27,
2000) to 4,912,500 shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
5.1 Opinion of Cahill Gordon & Reindel.
10.1 1995 Long-Term Incentive and Share Award Plan, as amended.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Cahill Gordon & Reindel (included in Exhibit 5.1).
24.1 Powers of Attorney
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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 of the
requirements for filing on Form S-8 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 November 9, 2000.
ANADIGICS, INC.
By: /s/ Dr. Bami Bastani
--------------------------------
Dr. Bami Bastani
Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
<S> <C> <C>
/s/ Dr. Bami Bastani Chief Executive Officer and November 9, 2000
--------------------------------------- President; Director
Dr. Bami Bastani
/s/ Tom C. Shields Senior Vice President and Chief November 9, 2000
--------------------------------------- Financial Officer; (Principal
Tom Shields Financial and Accounting Officer)
/s/ Ronald Rosenzweig Chairman of the Board of Directors; November 9, 2000
---------------------------------------
Ronald Rosenzweig Director
/s/ Paul S. Bachow Director November 9, 2000
---------------------------------------
Paul S. Bachow
/s/ David Fellows Director November 9, 2000
---------------------------------------
David Fellows
/s/ Harry T. Rein Director November 9, 2000
---------------------------------------
Harry T. Rein
/s/ Lewis Solomon Director November 9, 2000
---------------------------------------
Lewis Solomon
/s/ Dennis Strigl Director November 9, 2000
---------------------------------------
Dennis Strigl
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