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): November 16, 2001
ANADIGICS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-25662 22-2582106
(State Or Other (Commission (IRS Employer
Jurisdiction Of File Number) Identification No.)
Incorporation)
141 Mt. Bethel Road, Warren, New Jersey 07059
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (908) 668-5000
Item 5. Other Events.
The Company disseminated the attached press release on November 16,
2001, announcing its proposed $75 million Convertible Senior Note offering.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release of the Company dated November 16, 2001, announcing
its proposed $75 million Convertible Senior Note offering.
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.
By: /s/ Thomas C. Shields
--------------------------------
Name: Thomas C. Shields
Title: Senior Vice President and
Chief Financial Officer
Date: November 19, 2001
EXHIBIT INDEX
99.1 Press Release of the Company dated November 16, 2001, announcing its
proposed $75 million Convertible Senior Note offering.
EXHIBIT 99.1
FOR: ANADIGICS, INC.
141 Mt. Bethel Road
Warren, NJ 07059
908-668-5000
CONTACT: Thomas Shields
Chief Financial Officer
908-412-5995
Richard Hantke
Director, Investor Relations
908-791-6043
MEDIA CONTACT: Tim Blanke
Corporate Communications Mgr.
908-668-5000
ANADIGICS ANNOUNCES PROPOSED $75 MILLION CONVERTIBLE SENIOR NOTE OFFERING
WARREN, NJ--November 16, 2001--ANADIGICS, Inc. (Nasdaq: ANAD) announced that it
intends to offer, subject to market and other conditions, $75 million of
Convertible Senior Notes due November 2006 in a Rule 144A offering to qualified
institutional investors. The interest rate, conversion rate, and offering price
are to be determined by negotiation between ANADIGICS and the initial purchaser
of the Notes. ANADIGICS expects to offer the initial purchaser an option to
purchase an additional $25 million of such Notes to cover over-allotments. The
offering is expected to close by the end of November 2001. The net proceeds may
be used for working capital, strategic acquisitions, and other general corporate
purposes.
The Notes and the common stock issuable upon conversion of the Notes have not
been registered under the Securities Act of 1933, as amended, or applicable
state securities laws, and may not be offered or sold in the United States,
absent registration or an applicable exemption from the registration
requirements of the Securities Act of 1933, as amended, and applicable state
securities laws.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy securities. This press release is being issued pursuant to and
in accordance with Rule 135c under the Securities Act of 1933, as amended.
Except for historical information contained herein, this press release contains
forward-looking statements that involve risks and uncertainties, including risks
detailed from time to time in the Company's reports filed with the Securities
and Exchange Commission, including the report on Form 10-K for the year ended
December 31, 2000. Actual results could differ materially from the Company's
forward-looking statements. Forward-looking statements can generally be
identified as such because the context of the statement will include words such
as the Company "believes", "anticipates", "expects", or words of similar import.
Similarly, statements that describe the Company's future plans, objectives,
estimates, or goals are forward-looking statements.