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 21, 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 21, 2001,
announcing its agreement to sell $75 million aggregate principal amount of 5.00%
Convertible Senior Notes due November 15, 2006.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release of the Company dated November 21, 2001, announcing
its agreement to sell $75 million aggregate principal amount of 5.00%
Convertible Senior Notes due November 15, 2006.
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 21, 2001
EXHIBIT INDEX
99.1 Press Release of the Company dated November 21, 2001, announcing its
agreement to sell $75 million aggregate principal amount of 5.00%
Convertible Senior Notes due November 15, 2006.
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 AGREEMENT TO SELL $75 MILLION OF CONVERTIBLE SENIOR NOTES
WARREN, NJ--November 21, 2001--ANADIGICS, Inc. (Nasdaq: ANAD) today announced
that it has entered into an agreement for the sale of $75 million of 5.00%
Convertible Senior Notes due November 15, 2006 (the "Notes") ($100 million if
the over-allotment option is exercised in full) through a Rule 144A offering to
qualified institutional buyers.
These Notes will be convertible into ANADIGICS common stock, at the option of
the holder, at a price equal to $21.00 per share, subject to adjustment in
certain circumstances. The Notes will bear an interest rate of 5.00% per annum,
will have a five-year term, and will be redeemable by ANADIGICS any time on or
after November 15, 2004. ANADIGICS has agreed to file a registration statement
for the resale of the Notes and the shares of common stock issuable upon
conversion of the Notes within 90 days after the closing of the offering. The
offering is expected to close on November 27, 2001, subject to certain closing
conditions.
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.