UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 7, 2008
Commission File Number: 0-25662
| ANADIGICS, Inc. |
| (Exact name of registrant as specified in its charter) |
Delaware | 22-2582106 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) |
| | |
| 141 Mt. Bethel Road, Warren, NJ 07059 | 07059 |
| (Address of prinicipal executive offices) | (Zip Code) |
| | |
| 908-668-5000 |
| (Registrants telephone number, including area code) |
ITEM 7.01 Regulation FD Disclosure
ANADIGICS updated its previously-issued financial guidance for its third quarter of fiscal year 2008 in the press release attached hereto as Exhibit 99.1, which information is hereby incorporated by reference into this Item 7.01.
The information in Item 7.01 of this Form 8-K and the exhibit attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Use of Non-GAAP Financial Measures
The attached press release includes financial measures that are not in accordance with GAAP, consisting of non-GAAP, or pro forma, net income or loss and non-GAAP, or pro forma, income or loss per share. Management uses non-GAAP net income or loss and non-GAAP income or loss per share to evaluate the company's operating and financial performance in light of business objectives, for planning purposes, when publicly providing our business outlook and to facilitate period-to-period comparisons. ANADIGICS believes that these measures are useful to investors because they enhance investors' ability to review the company's business from the same perspective as the company's management and facilitate comparisons of this period's results with prior periods. These non-GAAP measures exclude charges related to stock-based compensation, an impairment of auction rate securities and discontinued operations. Non-GAAP measures are used by some investors when assessing the performance of our Company. These financial measures are not in accordance with GAAP and may differ from non-GAAP methods of accounting and reporting used by other companies. Management acknowledges that stock-based compensation is a recurring cost and is an important part of our employee’s compensation and impacts their performance. However the expense is non-cash in nature and there are various valuation methodologies and assumptions used in determining stock-based compensation that may be unrelated to operations, such as volatility and current interest rates. The presentation of the additional information should not be considered a substitute for net income or loss or income or loss per share prepared in accordance with GAAP. The primary material limitations associated with the use of non-GAAP measures as compared to the most directly comparable GAAP financial measures are (i) they may not be comparable to similarly titled measures used by other companies in ANAD's industry, and (ii) they exclude financial information that some may consider important in evaluating our performance.
Pursuant to the requirements of Regulation G, ANADIGICS has included a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.
ITEM 9.01 Financial Statements and Exhibits
| | | |
| Exhibit Number | | Description |
| | | |
| 99.1 | | Text of Press Release, dated August 7, 2008, titled “ANADIGICS Lowers Third Quarter 2008 Financial Guidance".
|
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 hereunto duly authorized.
ANADIGICS, INC.
Date: August 7, 2008
By: /s/ Thomas C. Shields
Name: Thomas C. Shields
Title: Executive Vice President and Chief Financial Officer
EXHIBIT INDEX
| Exhibit No. | Description |
| | |
| 99.1 | Press Release issued by ANADIGICS, Inc., dated August 7, 2008, titled “ANADIGICS Lowers Third Quarter 2008 Financial Guidance". |
