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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): SEPTEMBER 24, 2004
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ANADIGICS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-25662 22-2582106
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
141 MT. BETHEL ROAD, WARREN, NEW JERSEY 07059
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (908) 668-5000
NOT APPLICABLE
(Former name or former address, if changed since last report)
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CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO
SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE
FOLLOWING PROVISIONS:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The information provided in Item 2.03 is hereby incorporated by
reference herein.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On September 24, 2004, ANADIGICS, Inc., a Delaware corporation (the
"Company"), issued $38,000,000 aggregate principal amount of 5.00% Convertible
Senior Notes due 2009 (the "Notes"). The Notes were sold in a private placement
and resold by the initial purchaser to qualified institutional buyers pursuant
to Rule 144A of the Securities Act of 1933, as amended (the "Securities Act").
The Notes have not been registered under the Securities Act and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements.
The Notes mature on October 15, 2009 and bear interest at an annual
rate of 5.00%, payable semi-annually in arrears. The Notes are convertible at
any time prior to maturity into shares of ANADIGICS, Inc. common stock at an
initial conversion rate, subject to adjustment, of 200 shares of common stock
per $1,000 principal amount of Notes, which is equivalent to a conversion price
of $5.00 per share and represents a 29.5% premium to the closing price of $3.86
per share of ANADIGICS, Inc. common stock on September 20, 2004.
If a fundamental change occurs on or prior to July15, 2009, the Company
will pay a make whole premium upon the repurchase or conversion of the Notes.
Subject to certain exceptions, the make whole premium will be 1% of the
principal amount of the Notes plus an additional premium which is based on the
date such fundamental change becomes effective and the price paid per share of
the Company's common stock in the transaction comprising the fundamental change.
The Company will pay the make whole premium in shares of its common stock or in
the same form of consideration into which 90% or more of the shares of its
common stock have been converted in connection with such fundamental change.
The Notes have been issued under an indenture, dated as of September
24, 2004, with U.S. Bank Trust National Association, as Trustee. The indenture
governing the Notes contains covenants that will limit the ability of the
Company to merge or consolidate or to sell, transfer, convey or lease
substantially all of the property and assets of the Company. If an event of
default as specified in the indenture, shall occur and be continuing, either the
Trustee or the holders of at least 25% in aggregate principal amount of the
Notes may accelerate the maturity of all Notes. The covenants, events of default
and acceleration rights described in this paragraph are subject to important
exceptions and qualifications, which are described in the indenture filed
herewith.
Under a registration rights agreement, dated as of September 24, 2004,
the Company has agreed to prepare and file a shelf registration statement
relating to resales of the Notes and the underlying common stock and to use its
reasonable best efforts to cause such shelf registration statement to be
declared effective under the Securities Act within the periods set forth in such
agreement. The Company will be required to pay liquidated damages on the Notes
if it does not meet certain deadlines provided for in the registration rights
agreement, including, the failure to file the shelf registration statement
within 90 days from date of the issuance of the Notes and the failure to cause
such shelf registration statement to be declared effective within 180 days from
the date of issuance of the Notes.
The Company used the net proceeds of the Notes offering to reduce its
outstanding indebtedness through the repurchase of $20.0 million aggregate
principal amount of its outstanding 5.00% convertible senior unsecured notes due
2006. The remaining net proceeds not utilized to repurchase outstanding
indebtedness will be used for general corporate purposes.
The description as set forth above is qualified in its entirety by the
indenture governing the Notes and the registration rights agreement filed
herewith as exhibits.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
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99.1 Indenture, dated as of September 24, 2004, between ANADIGICS,
Inc. and U.S. Bank Trust National Association, as Trustee
(including Form of Note).
99.2 Registration Rights Agreement, dated as of September 24, 2004,
between ANADIGICS, Inc. and the initial purchaser party
thereto.
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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 hereunto duly authorized.
Date: September 28, 2004
ANADIGICS, Inc.
(Registrant)
By: /s/ THOMAS SHIELDS
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Name: Thomas Shields
Title: Senior Vice President and Chief
Financial Officer