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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): December 9, 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 Identification No.)
of incorporation)
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 7.01. Regulation FD Disclosure.
At a meeting with investors on December 9, 2004, the Company intends to
provide the investors with an update of the Company's October guidance for its
fourth quarter ending December 31, 2004. Specifically, the Company expects to
communicate the following:
"While we were counting on improved order flow in December, we
continue to see customers working down component inventory levels in Wireless
handsets and a greater than anticipated seasonal reduction in Broadband CATV
demand, which will result in softer revenue than expected (i.e., 10% below
third-quarter levels versus the lower end of our October guidance of 5%).
Consequently, we expect our EPS loss for the fourth quarter to be greater than
our third quarter loss. We do expect a seasonal pick-up in Broadband in the
first quarter, but remain cautious in Wireless due to the component inventory
situation. Overall, fundamentals remain strong as we continue to maintain our
market share with existing customers and see improved design activity for 2005
across the board in all product lines."
Except for historical information contained herein, this Form 8-K contains
forward-looking statements that involve risks and uncertainties, including, but
not limited to, order reschedule or cancellation, changes in estimated product
lives, timely product lives, timely product and process development, individual
product pricing pressure, variation in production yield, difficulties in
obtaining components and assembly services needed for production of integrated
circuits, change in economic conditions of the various markets the Company and
its customers serve, as well as other risks detailed from time to time in the
Company's reports filed with the Securities Exchange Commission, including its
report on Form 10-K for the year ended December 31, 2003. 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.
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: December 9, 2004
ANADIGICS, Inc.
(Registrant)
By: /s/ Thomas Shields
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Name: Thomas Shields
Title: Senior Vice President and Chief
Financial Officer