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): December 4, 2000
ANADIGICS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-25662 22-2582106
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
35 Technology Drive
Warren, New Jersey 07059
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(Address of principal executive offices) (Zip Code)
(908) 668-5000
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Registrant's telephone number, including area code
None
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On November 30, 2000, ANADIGICS, Inc. (the "Company") entered into
Amendment No. 1 ("Amendment No. 1") to the Company's Shareholder Rights
Agreement dated as of December 17, 1998 (the "Rights Agreement") between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. Amendment
No. 1 amends the definition of "Substantial Block" to increase the number of
shares of voting stock from 15% to 18% or more of the aggregate voting power of
all outstanding shares of the Company's voting stock.
A copy of Amendment No. 1 is filed herewith as Exhibit 3.5 and incorporated
herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed herewith and incorporated
herein by reference:
3.5 Amendment No. 1 dated as of November 30, 2000, to the Company's Rights
Agreement dated as of December 17, 1998.
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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.
ANADIGICS, INC.
Date: December 4, 2000 By: /s/ Thomas C. Shields
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Name: Thomas C. Shields
Title: Chief Financial Officer
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EXHIBIT INDEX
Number Description
3.5 Amendment No. 1 dated as of November 30, 2000, to the Company's
Shareholder Rights Agreement dated as of December 17, 1998.
4
