SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |X| Definitive Proxy Statement |_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
ANADIGICS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
[Anadigics logo]
35 Technology Drive
Warren, NJ 07059
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 25, 1999
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of ANADIGICS, Inc., a Delaware
corporation ("ANADIGICS"), will be held on Thursday, May 25, 1999 at 10:00
o'clock a.m. (E.S.T.), at the Somerset Hills Hotel, 200 Liberty Corner Road
(Route 525), Warren, New Jersey 07052, for the purpose of considering and acting
upon the following:
1) The election of two Class I Directors of ANADIGICS to hold office
until 2002.
2) The ratification of Ernst & Young LLP as independent auditors of
ANADIGICS for the fiscal year ending December 31, 1999.
3) The transaction of such other business as may properly be brought
before the meeting or any adjournment thereof.
Only stockholders of record at the close of business on April 2, 1999
are entitled to notice of and to vote at the Annual Meeting of Stockholders and
any adjournment or postponement thereof. Admission to the Annual Meeting will be
by ticket only. If you are a registered stockholder planning to attend the
meeting, please check the appropriate box on the proxy card and retain the
bottom portion of the card as your admission ticket. If your shares are held
through an intermediary such as a bank or broker, follow the instructions in the
Proxy Statement to obtain a ticket. For at least ten (10) days prior to the
Annual Meeting, a list of stockholders entitled to vote at the Annual Meeting
will be open for the examination of any stockholder, for any purpose germane to
the Annual Meeting, during ordinary business hours at the office of ANADIGICS.
Stockholders are cordially invited to attend the Annual Meeting.
However, whether or not a stockholder plans to attend, each stockholder is urged
to sign, date, and return promptly the enclosed proxy in the accompanying
envelope.
The Annual Report, Proxy Statement and Proxy are enclosed with this
notice and were mailed at New York, NY on or about April 30, 1999.
By order of the Board of Directors
John F. Lyons
Secretary
- --------------------------------------------------------------------------------
IMPORTANT
Please sign, date, and return the enclosed Proxy immediately whether or not
you plan to attend the meeting. A return envelope, which requires no postage
if mailed in the United States, is enclosed for that purpose.
- --------------------------------------------------------------------------------
[Anadigics logo]
35 Technology Drive
Warren, NJ 07059
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
Solicitation of Proxies
This Proxy Statement, which is being mailed to stockholders on or about
April 30, 1999, is furnished in connection with the solicitation by the Board of
Directors of ANADIGICS, Inc., a Delaware corporation ("ANADIGICS" or the
"Company"), of proxies for use at its Annual Meeting of Stockholders to be held
on Tuesday, May 25, 1999, at 10:00 o'clock a.m. (E.S.T.), at the Somerset Hills
Hotel, 200 Liberty Corner Road (Route 525), Warren, New Jersey 07052, and at any
adjournment of the Annual Meeting.
Attendance at the Annual Meeting will be limited to stockholders as of
the record date, their authorized representatives and guest of the Company.
Admission will be by ticket only. For registered stockholders, the bottom
portion of the proxy card enclosed with the Proxy Statement is their Annual
Meeting ticket. Beneficial owners with shares held through an intermediary, such
as a bank or broker, should request tickets in writing from Investor Relations,
ANADIGICS, Inc., 35 Technology Drive, Warren, New Jersey 07059, and include
proof of ownership, such as a bank or brokerage firm account statement or a
letter from the broker, trustee, bank or nominee holding their stock, confirming
beneficial ownership. Stockholders who do not obtain tickets in advance may
obtain them upon verification of ownership at the Registration Desk on the day
of the meeting. Admission to the Annual Meeting will be facilitated if tickets
are obtained in advanced. Tickets may be issued to others at the discretion of
the Company.
At the meeting, stockholders will be asked to elect two Class I
Directors and to ratify the appointment of auditors. Because many of our
stockholders are unable personally to attend the Annual Meeting, the Board of
Directors solicits the enclosed proxy so that each stockholder is given an
opportunity to vote. This proxy enables each stockholder to vote on all matters
which are scheduled to come before the meeting. When the proxy card is returned
properly executed, the stockholder's shares will be voted according to the
stockholder's directions. Stockholders are urged to specify their choices by
marking the appropriate boxes on the enclosed proxy card. If no choice has been
specified, the shares will be voted FOR the election of the Director-nominees
listed below and FOR the ratification of the appointment of Ernst & Young LLP as
independent auditors.
The Board of Directors knows of no other business which will be
presented at the meeting. If, however, other matters are properly presented, the
persons named in the enclosed proxy will vote the shares represented thereby in
accordance with their judgment on such matters.
A proxy may be revoked by giving the Secretary of ANADIGICS written
notice of revocation at any time before the voting of the shares represented by
the proxy. A stockholder who attends the meeting may cancel a proxy at the
meeting.
Quorum and Voting Rights
The presence, in person or by proxy, of the holders of a majority of
the issued and outstanding shares of the Company's common stock, par value $.01
per share, entitled to vote (exclusive of shares held by or for the account of
the Company) is necessary to constitute a quorum at the Annual Meeting of
Stockholders. Abstentions and broker non-votes shall be counted for purposes of
determining whether a quorum is present. The affirmative vote of a plurality of
the shares of Common Stock present in person or by proxy at the meeting is
required for the election of directors. The affirmative vote of the holders of a
majority of the shares of Common Stock present in person or by proxy at the
meeting is required for the approval thereof with respect to each of the other
matters to be presented at the meeting. Only holders of record of Common Stock
at the close of business on April 2, 1999 are entitled to notice of and to vote
at the Annual Meeting of Stockholders and any adjournment or postponement
thereof.
As of April 2, 1999, the Company had issued and outstanding 14,808,907
shares of Common Stock. Each share of Common Stock entitles the holder to one
vote upon each matter to be voted upon.
PRINCIPAL STOCKHOLDERS
The following table lists all persons known to be the beneficial owner
of more than 5% of ANADIGICS outstanding Common Stock as of March 15, 1999.
% Beneficial
Name and Address Number of Shares Ownership
- ---------------- ---------------- ---------
Westport Assets Management, Inc. 1,194,500 (1) 8.1
253 Riverside Avenue, Westport, CT 06880
Kopp Investment Advisors, Inc. 1,156,807 (2) 7.8
7701 France Avenue South, Suite 500, Edina, MN 55435
State of Wisconsin Investment Board 923,000 (3) 6.2
121 East Wilson Street, Madison, WI 53707
J. & W. Seligman & Co., Inc. 803,114 (4) 5.4
100 Park Avenue, New York, NY 10006
- ----------------------
(1) As reported by Westport Assets Management, Inc. and related entities on
Schedule 13G filed with the Securities and Exchange Commission dated
February 16, 1999.
(2) As reported by Kopp Investment Advisors, Inc. and related entities on
Schedule 13G/A filed with the Securities and Exchange Commission dated
January 28, 1999.
(3) As reported by State of Wisconsin Investment Board on Schedule 13G
filed with the Securities and Exchange Commission dated February 4,
1999.
(4) As reported by J. & W. Seligman & Co., Inc. and related entities on
Schedule 13G filed with the Securities and Exchange Commission dated
February 9, 1999.
INFORMATION REGARDING DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
BOARD OF DIRECTORS
The Company's bylaws provide that the Board of Directors shall be
divided into three classes designated Class I, Class II and Class III, each
class consisting as nearly as possible of one-third of the total number of
Directors constituting the entire Board of Directors; provided, however, that in
no case will a decrease in the number of Directors shorten the term of any
incumbent Director. The Board of Directors is presently comprised of seven
members.
The term of office for each Director in Class I expires at the Annual
Meeting in 1999; the term of office for each Director in Class II expires at the
Annual Meeting in 2000; and the term of office for each Director in Class III
expires at the Annual Meeting in 2001. At each Annual Meeting of Stockholders,
directors will be elected for full terms of three years to succeed those
directors whose terms are expiring.
Effective April 22, 1999, Dr. Huang and Mr. Gilbert resigned as members
of the Board of Directors (Class II) in conjunction with the Company's desire to
reduce the size of the Board of Directors from ten to seven members. Mr. Charles
Burton has declined to stand for reelection as a Class I Director.
-2-
PROPOSAL I: ELECTION OF DIRECTORS
At the 1999 Annual Meeting, two Directors are to be elected to hold
office until the 2002 Annual Meeting of Stockholders. All of the nominees are
currently serving as Directors.
The Board of Directors has no reason to believe that any nominee will
be unable to serve if elected. If any nominee becomes unavailable for election,
then those shares voted for such nominee will be voted for the election of a
substitute nominee selected by the persons named in the enclosed proxy.
The nominees for Director will be elected if they receive the
affirmative vote of a plurality of the votes of the shares of Common Stock
present in person or by proxy and entitled to vote at the Annual Meeting. Any
shares not voted (whether by abstention, broker non-vote or votes withheld) are
not counted as votes cast for such individuals and will be excluded from the
vote.
The Board of Directors recommends a vote "FOR" each of the nominees listed
below:
NOMINEES FOR TERMS EXPIRING IN 2002
(Class I Directors)
BRUNS GRAYSON (Age 51)
Mr. Grayson has served as a director of the Company since 1985. He is
Managing General Partner of Calvert Capital Management Co., which manages ABS
Ventures. Before joining Calvert Capital Management Co., Mr. Grayson was an
associate of Adler & Co. and McKinsey & Co. in New York. He is a director of
Cascade Communications and several private companies. He has a B.A. from
Harvard, an M.A. from Oxford University and a J.D. from the University of
Virginia.
HARRY REIN (Age 54)
Mr. Rein has served as a director of the Company since 1985. He was a
principal founder of Canaan Venture Partners in 1987 and has served as Managing
General Partner since its inception. From 1979 to 1987, Mr. Rein held various
positions at GE, directing several of GE's lighting businesses as general
manager before becoming President and CEO of GE Venture Capital Corporation. He
is a director of Perceptron, Inc. and several private companies.
The following Directors of the Company will continue to serve in
accordance with their existing terms:
DIRECTORS CONTINUING IN OFFICE UNTIL 2000
(Class II Directors)
PAUL BACHOW (Age 47)
Mr. Bachow has served as a director of the Company since January 1993.
He has been President of Bachow & Associates, Inc. since its formation in
December 1989, and its predecessors, Bachow and Elkin Co., Inc. and Paul S.
Bachow Company, from December 1985 to December 1989. Mr. Bachow also acts as
President of the general partner of each of Paul S. Bachow Co-Investment Fund,
L.P., Bachow Investment Partners III, L.P. and Bachtel Cellular Liquidity, L.P.
He has a B.A. from American University, a J.D. from Rutgers University and a
master's degree in tax law from New York University, and is a C.P.A. Mr. Bachow
serves as director of the following publicly traded companies: Crusader Holding
Corporation, Deb Shops, Inc., and Digital Microwave Corporation as well as
several private companies.
BAMI BASTANI (Age 45)
Dr. Bastani joined the Company effective October 2, 1998 as President
and Chief Executive Officer and a Director. Prior to joining ANADIGICS, Dr.
Bastani served as Executive Vice President, System LSI Group for Fujitsu
Microelectronics, Inc., from 1996 to 1998. From 1985 to 1996, Dr. Bastani held
various positions at National Semiconductor. Dr. Bastani received a B.S.E.E.
from the University of Arkansas and a Ph.D. and M.S. in electrical engineering
from Ohio State University.
-3-
DIRECTORS CONTINUING IN OFFICE UNTIL 2001
(Class III Directors)
DAVID FELLOWS (Age 46)
Mr. Fellows has served as a director of the Company since September
1994. Mr. Fellows has been president of Fellows Associates since 1998. Prior to
that he was Chief Technology Officer of MediaOne and Senior Vice President at
Continental Cablevision, Inc. (acquired by MediaOne), since 1992. From 1987
until 1992, Mr. Fellows was employed by Scientific Atlanta's Transmission
Systems Business Division, where he served as President. Mr. Fellows received
his bachelor's degree in engineering and applied physics from Harvard College
and a master's degree in electrical engineering from Northeastern University.
RONALD ROSENZWEIG (Age 61)
Mr. Rosenzweig, a co-founder of ANADIGICS in 1985, has served as a
director of the Company since its inception and Chairman of the Board of
Directors since 1998. Prior to that Mr. Rosenzweig served as President and Chief
Executive Officer of the Company. He serves as a director on the board of
General Semiconductor. He was co-founder of MSC. He served as President and CEO
of MSC from 1968 to 1983. Mr. Rosenzweig received his B.Ch.E degree from City
College of New York.
LEWIS SOLOMON (Age 65)
Mr. Solomon has served as a director of the Company since September
1994 and, previously, from 1985 to 1989. Mr. Solomon has been Chairman of G&L
Investments since 1990 in addition to serving as a director on the boards of
Anacomp Inc., Artesyn Technologies Inc., Terayon Communications Inc. and several
private companies. Prior to joining G&L Investments, Mr. Solomon was an
Executive Vice President with Alan Patricof Associates from 1983 to 1986, and a
Senior Vice President of General Instrument from 1967 to 1983. Mr. Solomon
received a bachelor's degree in physics from St. Joseph's College and a master's
degree in industrial engineering from Temple University.
EXECUTIVE OFFICERS OF THE COMPANY
The current executive officers of the Company are as follows:
Name Age Position
- ---- --- --------
Bami Bastani 45 President, Chief Executive Officer and Director
Ronald Rosenzweig 61 Chairman of the Board of Directors and Director
Charles Huang 51 Executive Vice President and Chief Technical Officer
John F. Lyons 52 Senior Vice President and Chief Financial Officer
Bruce Diamond 39 Senior Vice President, Operations
Set forth below is certain information with respect to the Company's
executive officers. Officers are appointed to serve at the discretion of the
Board of Directors. There are no family relationships between executive officers
or directors of the Company. Information on Dr. Bastani and Mr. Rosenzweig is
listed in the Director profile above.
Dr. Huang, a co-founder of ANADIGICS in 1985, has served as Executive
Vice President of the Company since its inception and a Director until April
1999. He was director of GaAs research and development and wafer fabrication
services at Avantek from 1980 to 1984. Dr. Huang received his Ph.D.E.E. at the
University of California, Berkeley.
Mr. Lyons joined ANADIGICS in 1987 as Director of Finance, was elected
a Vice President in 1989, and currently serves as Senior Vice President and
Chief Financial Officer. Prior to joining the Company, he served as
Manager-Finance Section for GE's Power Electronic Semiconductor Department from
1984 to 1987. Mr. Lyons is a graduate of GE's Financial Management Program and
has a B.A.
in economics from Hamline University.
Mr. Diamond joined ANADIGICS in 1997 and currently serves as Senior
Vice President, Operations. Prior to joining ANADIGICS, Mr. Diamond was employed
by National Semiconductor Company. Mr. Diamond received his B.S.E.E. from the
University of Illinois.
-4-
Section 16(a) Beneficial Ownership Reporting Compliance
Based on the Company's review of copies of all disclosure reports filed
by directors and executive officers of the Company pursuant to Section 16(a) of
the Securities Exchange Act of 1934, as amended, the Company believes that there
was compliance with all filing requirements of Section 16(a) applicable to
directors and executive officers of the Company during the fiscal year except
for Mr. Rosenzweig with respect to a sale of 5,223 shares which was filed late.
Stock Ownership of Directors and Management
The following table sets forth as of March 31, 1999 certain information
about stock ownership of each Director and nominee for directorship, the Chief
Executive Officer and the next four most highly compensated executive officers,
and all Directors and executive officers as a group.
Common Stock % Beneficial
Name Beneficially Owned Ownership
- ---- ------------------ ---------
Paul Bachow................................................... 142,230 (1) (7)
David Fellows................................................. 40,500 (1) (7)
Bruns Grayson................................................. 65,500 (1) (7)
Harry Rein.................................................... 43,952 (1) (7)
Lewis Solomon................................................. 30,500 (2) (7)
Bami Bastani.................................................. 5,054 (7)
Ronald Rosenzweig............................................. 248,556 (3) 1.7
Charles Huang................................................. 345,242 (4) 2.3
John F. Lyons................................................. 139,947 (5) (7)
Bruce Diamond................................................. 57,215 (6) (7)
All Directors and Executive Officers as a group,.............. 1,118,696 7.6
- -----------------------------------------------
(1) Includes 40,500 shares of common stock issuable pursuant to options,
exercisable within 60 days.
(2) Includes 30,500 shares of common stock issuable pursuant to options,
exercisable within 60 days.
(3) Includes 141,241 shares of common stock issuable pursuant to options
exercisable within 60 days.
(4) Includes 129,991 shares of common stock issuable pursuant to options
exercisable within 60 days.
(5) Includes 79,691 shares of common stock issuable pursuant to options
exercisable within 60 days.
(6) Includes 50,000 shares of common stock issuable pursuant to options
exercisable within 60 days.
(7) Less than 1%.
Committees of the Board
The standing committees of the ANADIGICS Board of Directors are as
follows:
The Audit Committee is responsible for (i) determining the adequacy of
the Company's internal accounting and financial controls, (ii) reviewing the
results of the audit of the Company performed by the independent public
accountants, and (iii) recommending the selection of independent public
accountants. Messrs. Bachow, Burton and Solomon were members of the Audit
Committee during fiscal 1998. The Audit Committee met three times during the
1998 fiscal year.
The Compensation Committee determines matters pertaining to the
compensation of certain executive officers of the Company and administers the
Company's stock option, incentive compensation, and employee stock purchase
plans. Messrs. Grayson and Rein were members of the Compensation Committee
during fiscal 1998 and met once during the 1998 fiscal year.
The Executive Committee has authority to act for the Board on most
matters during intervals between Board meetings. Messrs. Bachow, Bastani,
Burton, Fellows, Rein, and Rosenzweig were members of the Executive Committee
during fiscal 1998. The Executive Committee met three times during the 1998
fiscal year.
During fiscal 1998, the Board of Directors met five times. Each of the
Directors attended at least 75% of the aggregate of all meetings the Board held.
-5-
COMPENSATION AND OTHER TRANSACTIONS WITH DIRECTORS, NOMINEES, AND
EXECUTIVE OFFICERS
Summary Compensation Table
Shown below is information concerning the annual compensation for
services in all capacities to the Company for the last three fiscal years of
those persons who were at December 31, 1998 (i) the chief executive officer of
the Company and (ii) the other four most highly compensated officers of the
Company (collectively, the "named executive officers"):
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
--------------------- --------------
Securities
Other Annual Underlying
Name and Principal Position Year Salary Bonus(1) Compensation(2) Options
- --------------------------- ------ ----------- --------------- ----------------- --------------
Bami Bastani (3)............... 1998 $ 98,539 $100,000 $61,587 450,000
Chief Executive Officer 1997 - - - -
1996 - - - -
Ronald Rosenzweig (4).......... 1998 241,544 - 15,123 210,000
Chairman of the Board 1997 226,573 198,375 5,231 60,000
1996 201,500 106,352 6,776 37,500
Charles Huang.................. 1998 207,692 - 3,877 145,000
Executive Vice 1997 196,954 151,800 2,553 45,000
1996 174,673 85,550 3,783 30,000
John F. Lyons.................. 1998 166,154 - 1,453 50,000
Senior Vice President 1997 158,604 121,440 894 30,000
1996 147,875 66,698 1,687 22,500
Bruce Diamond (5).............. 1998 180,000 100,000 120 90,000
Senior Vice President 1997 38,077 66,705 120 60,000
1996 - - - -
- ----------------------
(1) Represents bonuses earned in 1997 or 1996 and payable during 1998 or
1997, respectively. Except for Mr. Diamond, no bonus was earned by any
executive officer for 1998. Mr. Diamond's 1998 bonus was a guaranteed
bonus as part of his employment agreement with the Company. The bonuses
were payable as follows: 40% of each bonus is payable during the first
quarter of the respective year in which the bonus is paid, and 20% of
each such bonus is payable during the successive three quarters of the
respective year in which the bonus is paid. Dr. Bastani's 1998 bonus
was a sign-on bonus as part of his employment agreement with the
Company, paid in 1998.
(2) Represents the value of income tax preparation services provided to Mr.
Rosenzweig by the Company's auditors, relocation expenses incurred by
Dr. Bastani and premiums paid for medical insurance covering each of
the named executive officers.
(3) Dr. Bastani joined the Company effective October 2, 1998 as President
and Chief Executive Officer. He was appointed to the Board of Directors
effective October 2, 1998.
(4) Mr. Rosenzweig resigned as President and Chief Executive Officer
effective October 2, 1998. He was appointed Chairman of the Board
effective October 2, 1998.
(5) Employed for less than a full year in 1997.
-6-
Stock Options and Certain Other Compensation
The following table presents the stock options granted to the named
executive officers in fiscal 1998 under the Company's 1995 Long Term Incentive
and Share Award Plan:
Option Grants in Last Fiscal Year
Potential Realizable
Percent of Value at Assumed
Total Annual Rates of
Number of Options Stock Price
Securities Granted to Appreciation for
Underlying Employees Exercise Option Term
Options in Fiscal Price $ per Expiration --------------------
Name Granted (1) Year Share (2) Date 5% 10%
- ----------- ----------- ---------- ----------- ---------- ----- -----
Bami Bastani 450,000 21.9% $ 6.25 10/02/08 $1,768,766 $4,482,400
Ronald Rosenzweig 60,000 2.9 16.34 5/11/08 616,712 1,562,868
150,000 7.3 6.25 10/02/08 589,589 1,494,134
Charles Huang 45,000 2.2 16.34 5/11/08 462,534 1,172,151
100,000 4.88 8.00 10/30/08 503,116 1,274,994
John F. Lyons 30,000 1.5 16.34 5/11/08 308,356 781,434
20,000 1.0 8.00 10/30/08 100,623 254,999
Bruce Diamond 60,000 2.9 16.34 5/11/08 616,712 1,562,868
30,000 1.5 8.00 10/30/08 150,935 382,498
- ----------------------
(1) One-third of the options become exercisable one year from the date of
grant. Thereafter, two-thirds of the options become exercisable ratably
on a quarterly basis over the following two years.
(2) The exercise price of the stock options was based on the fair market
value of the stock on the date of grant.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Stock Price at 12/31/98 $11.4375
# of Securities Value of
Underlying Unexercised
Unexercised In-the-money
Shares Acquired Value Options at FY-End Options at FY-End
on Exercise Realized $ Exercisable Unexercisable Exercisable Unexercisable
--------------- ---------- ----------- ------------- ----------- -------------
Bami Bastani................ - - - 450,000 $ - $2,334,600
Ronald Rosenzweig........... - - 113,117 238,124 297,110 778,200
Charles Huang............... - - 104,991 166,250 378,641 343,800
John F. Lyons............... - - 62,816 64,375 182,561 68,760
Bruce Diamond............... - - 20,000 130,000 - 103,140
- -------------------------------
-7-
Compensation of Directors
Non-management Directors receive options under the 1995 Long Term
Incentive and Share Award Plan (the "1995 Plan"). Under the 1995 Plan, a grant
of options to purchase 15,000 shares of Common Stock will automatically be
granted on the date a Director is first elected to the Board with an exercise
price per share equal to 100% of the market value of one share on the date of
grant. Each option so granted will expire ten years after the date of grant and
will become exercisable in three equal installments commencing on the date of
grant and annually thereafter. Commencing January 1, 1996, Directors receive an
annual grant of options to purchase 6,000 shares of Common Stock at the fair
market value as determined on the date of grant, which options will vest on
December 31 in the year granted. In addition, each non-management Director
receives $5,000 per year plus $500 for each meeting of the Board of Directors,
or any of its Committees attended, and each Director is reimbursed for ordinary
expenses incurred in connection with attendance at such meetings.
Compensation Committee Report
The Compensation Committee establishes and reviews the compensation of
the Company's executive officers. The Compensation Committee of the Board of
Directors consists entirely of non-employee directors.
Compensation Philosophy. The Company's executive compensation program is
designed to attract and retain key executives who will enhance the performance
of the Company, promote its long-term interest and build stockholders' equity.
The Compensation Committee sought to align total compensation for executive
management with corporate performance. The Company's executive compensation
package generally includes four main components:
1) A base salary which is established at levels considered
appropriate for the duties and scope of responsibilities of
each officer's position.
2) A bonus potential which is tied directly to operating
objectives.
3) A stock option award to increase stock ownership in the
Company and align executive compensation with stockholder
interests.
4) Other compensation and employee benefits generally available
to all employees of the Company, such as health insurance and
participation in the Anadigics, Inc. Employee Savings and
Protection Plan ( "401(k) Plan").
The Compensation Committee places a particular emphasis on variable,
performance based components, such as the bonus potential and stock option
awards, the value of which could increase or decrease to reflect changes in
corporate and individual performances.
In general, compensation payments in excess of $1.0 million to any of
the named Executive Officers are subject to a limitation on deductibility by the
Company under Section 162(m) of the Internal Revenue Code of 1986, as amended.
The deduction limit does not apply to performance based compensation that
satisfies certain requirements. The Compensation Committee has not yet
determined a policy with regard to Section 162(m); however, no officer of the
Company is expected to earn compensation in excess of $1.0 million in 1999.
Chief Executive Officer Compensation. Dr. Bastani's 1998 compensation consisted
of base salary, bonus, stock options, and executive benefits. Dr. Bastani's base
salary was set in 1998 at $420,000 which the Compensation Committee determined
to be competitive in order to attract Dr. Bastani to the Company. The
Compensation Committee authorized a grant in fiscal 1998 to Dr. Bastani of
options to purchase 450,000 shares of Common Stock at the fair market value on
the date of grant. The Compensation Committee believes the grant of stock based
compensation encourages long-term performance and aligns management and
stockholders interest in the performance of the Company's Common Stock.
Compensation Committee:
Bruns Grayson
Harry Rein
-8-
Performance Graph
The following graph compares the cumulative total shareholder return on
the Company's Common Stock from the initial public offering date through
December 31, 1998 with the cumulative total return on the Nasdaq Stock Market
Index and the Nasdaq Electronic Components Stocks Index (SIC Code 367). The
Company is included in both indexes. The comparison assumes $100 was invested on
April 20, 1995 in the Company's Common Stock and in each of the foregoing
indices and assumes reinvestment of dividends. The Company did not declare, nor
did it pay any cash dividends during the comparison period. Notwithstanding any
statement to the contrary in any of the Company's previous or future filings
with the Securities and Exchange Commission, the graph shall not be incorporated
by reference into any such filings.
[The following table was presented as a line graph in the printed material.]
Nasdaq Stock Nasdaq Electronics
ANADIGICS, Inc. Market Index Components Index
--------------- ------------ ------------------
Dollars ($)
4/20/95 100 100 100
12/30/95 177 130 124
12/30/96 327 159 215
12/30/97 377 196 225
12/31/98 143 275 348
PROPOSAL II: APPOINTMENT OF INDEPENDENT AUDITORS
Appointment of Auditors
Ernst & Young LLP, independent certified public accountants, audited
the financial statements of ANADIGICS, Inc., for the 1998 fiscal year.
Representatives of Ernst & Young LLP are expected to attend the Annual Meeting
of stockholders and will have the opportunity to make a statement if they desire
to do so and are expected to be available to answer appropriate questions. The
Audit Committee and the Board of Directors have selected Ernst & Young LLP as
the independent auditors of the Company for the fiscal year ending December 31,
1999.
The Board of Directors unanimously recommends a vote "FOR" the ratification of
the appointment of Ernst & Young LLP as the independent auditors of the Company.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2000 Annual
Meeting of stockholders must be received by the Company no later than December
28, 1999. Proposals may be mailed to the Company, to the attention of Secretary,
35 Technology Drive, Warren, NJ 07059.
OTHER MATTERS
The Board of Directors knows of no other business which will be
presented at the meeting. If any other matters properly come before the meeting,
the persons named in the enclosed proxy will vote the shares represented thereby
in accordance with their judgment on such matters.
-9-
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANADIGICS, Inc.
The undersigned hereby appoints Bami Bastani and John F. Lyons proxies,
with power to act without the other and with power of substitution, and hereby
authorizes them to represent and vote, as designated on the other side, all the
shares of stock of ANADIGICS, Inc. standing in the name of the undersigned with
all powers which the undersigned would possess if present at the Annual Meeting
of Stockholders of the Company to be held May 25, 1999 or any adjournment
thereof.
(Continued, and to be marked, dated and signed, on the other side)
The Board of Directors recommends a vote FOR proposals I and II
Please mark
your vote as
indicated in
this example [ X ]
WITHHELD WITHHELD FOR: (Write that nominee's name in the space
Proposal I: ELECTION OF DIRECTORS FOR FOR ALL provided below).
Nominees:
Bruno Grayson [ ] [ ] -------------------------------------------------------
Harry Rein [ ] [ ]
Proposal II: APPOINTMENT OF INDEPENDENT AUDITORS
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Please check here if you expect to attend the Annual Meeting of
Shareholders. [ ]
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
FOR all proposals.
Sginature(s) Date
------------------------------------- -----------------------
Note: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.