SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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|_| Preliminary Proxy Statement
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|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
ANADIGICS, INC.
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(Name of Registrant as Specified In Its Charter)
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[LOGO] ANADIGICS
141 Mt. Bethel Road
Warren, NJ 07059
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 2001
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of ANADIGICS, Inc., a Delaware
corporation ("ANADIGICS"), will be held on Thursday, May 24, 2001 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 three Class III Directors of ANADIGICS to hold
office until 2004.
2) To approve an amendment and restatement of the Employee Stock
Purchase Plan that extends the Plan through December 31, 2005 and
increases the number of shares issuable thereunder by 850,000 to
1,693,750.
3) The ratification of Ernst & Young LLP as independent auditors of
ANADIGICS for the fiscal year ending December 31, 2001.
4) 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 3, 2001 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 24, 2001.
By order of the Board of Directors
/s/ Thomas C. Shields
Thomas C. Shields
Secretary
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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.
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[LOGO] ANADIGICS
141 Mt. Bethel Road
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 24, 2001, 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 Thursday, May 24, 2001, 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 guests 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., 141 Mt. Bethel Road, 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 three Class III
Directors, to approve an amendment to the Employee Stock Purchase Plan, and to
ratify the appointment of independent auditors. Because many of our stockholders
are unable to personally 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,
FOR the adoption of an amendment to the Employee Stock Purchase Plan to extend
the plan through December 31, 2005 and to increase the number of shares issuable
thereunder by 850,000 to 1,693,750, and FOR the ratification of the appointment
of Ernst & Young LLP as independent auditors. Proxies marked as abstaining
(including proxies containing broker non-votes) on any matter to be acted upon
by the stockholders will be treated as present at the meeting for purposes of
determining a quorum but will not be counted as votes cast on such matters.
Proxies will also be solicited on behalf of management by Mellon Investor
Services for a fee that will be borne by the Company.
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.
-2-
ANNUAL MEETING QUORUM REQUIREMENTS
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 (the "Common Stock"), 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. Only holders of record of
Common Stock at the close of business on April 3, 2001 are entitled to notice of
and to vote at the Annual Meeting of Stockholders and any adjournment or
postponement thereof.
As of March 1, 2001 the Company had issued and outstanding approximately
30,087,000 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, Inc. outstanding Common Stock as of March 1, 2001.
% Beneficial
Name and Address Number of Shares Ownership
- ---------------- ---------------- ---------
Kopp Investment Advisors, Inc.
7701 France Avenue South, Suite 500, Edina, MN 55435 4,441,141 (1) 14.8
Capital Guardian Trust Company
333 South Hope Street, 52nd Floor, Los Angeles, CA 90071 2,554,800 (2) 8.5
(1) As reported by Kopp Investment Advisors, Inc. and related entities
on Schedule 13G/A filed with the Securities and Exchange Commission
dated January 29, 2001.
(2) As reported by Capital Guardian Trust Company and related entities
on Schedule 13G/A filed with the Securities and Exchange Commission
dated February 9, 2001.
-3-
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 III expires at the Annual
Meeting in 2001; the term of office for each Director in Class I expires at the
Annual Meeting in 2002; and the term of office for each Director in Class II
expires at the Annual Meeting in 2003. At each annual meeting of stockholders,
directors will be elected for full terms of three years to succeed those
directors whose terms are expiring.
PROPOSAL I: ELECTION OF DIRECTORS
At the 2001 Annual Meeting, three Directors are to be elected to hold
office until the 2004 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.
The Board of Directors recommends a vote "FOR" each of the nominees listed
below:
NOMINEES FOR TERMS EXPIRING IN 2004
(Class III Directors)
DAVID FELLOWS (Age 48)
Mr. Fellows has served as a director of the Company since September 1994.
Mr. Fellows has been a Principal with Pilot House Ventures Management Group and
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. He serves as a director on the board of
several privately held companies. Mr. Fellows received his Bachelor Degree in
Engineering and Applied Physics from Harvard College and a Masters Degree in
Electrical Engineering from Northeastern University.
RONALD ROSENZWEIG (Age 63)
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 1998, Mr. Rosenzweig served as President and
Chief Executive Officer of the Company since its inception in 1985. He serves as
a director on the board of General Semiconductor. He was a co-founder of
Microwave Semiconductor Corp. and 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 67)
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
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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 Degree in Physics from St. Joseph's College and a Masters
Degree in Industrial Engineering from Temple University.
The following Directors of the Company will continue to serve in
accordance with their existing terms.
DIRECTORS CONTINUING IN OFFICE UNTIL 2002
(Class I Directors)
HARRY REIN (Age 56)
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
currently serves on the board of directors of GenVec, Inc., OraPharma, Inc. and
several private companies.
DENNIS F. STRIGL (Age 55)
Mr. Strigl has served as a director since January 2000. He has served as
President and CEO of Verizon Wireless since its formation in April 2000, and is
an Executive Vice President of Verizon Communications. Previously, Mr. Strigl
served as President and CEO of Bell Atlantic Mobile, was elected Group President
and Chief Executive Officer of the Global Wireless Group of Bell Atlantic, was
Vice President of Operations and Chief Operating Officer of Bell Atlantic New
Jersey, Inc. (formerly New Jersey Bell Telephone Company) and served on its
Board of Directors. Mr. Strigl currently serves on the board of directors of
Salient 3 Communications, Inc. Mr. Strigl holds an undergraduate degree in
Business Administration from Canisius College and an M.B.A. from Fairleigh
Dickinson University.
DIRECTORS CONTINUING IN OFFICE UNTIL 2003
(Class II Directors)
PAUL BACHOW (Age 49)
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 Masters
Degree in tax law from New York University, and is a C.P.A. Mr. Bachow serves as
director of Deb Shops, Inc., and Digital Microwave Corporation, as well as
several private companies.
BAMI BASTANI (Age 47)
Dr. Bastani has served as a director and President and CEO of the Company
since October 1998. 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 including Vice President - Embedded Technology Division, Vice
President - Memory Products Division, and Vice President - Technology
Development. 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.
-5-
COMMITTEES OF THE BOARD
The standing committees of the ANADIGICS, Inc. 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, Fellows and Rein were members of the Audit Committee during fiscal 2000.
A copy of the Audit Committee Charter fully describing the purpose, duties and
powers of the Audit Committee is attached hereto as Annex A. The Audit Committee
met three times during the 2000 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. Bachow and Strigl were members of the Compensation Committee
during fiscal 2000 and met once during the 2000 fiscal year.
The Executive Committee has authority to act for the Board on most matters
during intervals between Board meetings. Messrs. Bastani, Fellows, Rein,
Rosenzweig and Solomon were members of the Executive Committee during fiscal
2000. The Executive Committee met three times during the 2000 fiscal year.
During fiscal 2000, the Board of Directors met four times. With the
exception of Mr. Strigl, each of the Directors attended at least 75% of the
aggregate of all meetings the Board held.
AUDIT COMMITTEE REPORT
The audit committee is comprised of three directors, who are independent
within the meaning of the NASD listing standards, and operates under a written
charter adopted annually by the Board of Directors, which is attached as Annex A
to the Proxy Statement. The Audit Committee assists the Board of Directors in
fulfilling its responsibilities to oversee the Company's financial reporting
process and monitors the integrity of the Company's financial statements and the
independence and performance of the Company's auditors. In this context, we have
reviewed and discussed the Company's financial statements with Company
management and the independent auditors, Ernst & Young LLP, including matters
raised by the independent auditors pursuant to Statement on Auditing Standards
No. 61 (Communication with Audit Committees). The Audit Committee has reviewed
and discussed such other matters as we deemed appropriate.
The Company's independent auditors provided the Audit Committee with
written disclosures required by Independence Standards Board Standard No. 1
(Independent Discussions with Audit Committees), and we discussed Ernst & Young
LLP's independence with them.
We have considered whether the provision of services by Ernst & Young LLP
not related to the audit of the Company's financial statements and to the review
of the Company's interim financial statements is compatible with maintaining
Ernst & Young LLP's independence.
Based on the foregoing review and discussion, and relying on the
representation of Company management and the independent auditor's report to the
Audit Committee, the Audit Committee recommended that the Board of Directors
include the audited financial statements in the Company's Annual Report on Form
10-K for the year ended December 31, 2000 filed with the Securities and Exchange
Commission.
SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ANADIGICS, INC.
Paul Bachow
David Fellows
Harry Rein
-6-
EXECUTIVE OFFICERS OF THE COMPANY
The current executive officers of the Company are as follows:
Name Age Position
- ---- --- --------
Bami Bastani 47 President, Chief Executive Officer and Director
Ronald Rosenzweig 63 Chairman of the Board of Directors and Director
Charles Huang 53 Executive Vice President and Chief Technical Officer
Thomas C. Shields 42 Senior Vice President and Chief Financial Officer
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 of 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. Shields joined ANADIGICS effective July 30, 1999 as Senior Vice
President and Chief Financial Officer. Prior to joining ANADIGICS, Mr. Shields
served as Vice President and Controller of Fisher Scientific Company from 1997
to 1999. From 1994 to 1997, Mr. Shields served as Vice President and Controller
for Harman Consumer Group. From 1986 to 1994, Mr. Shields served in various
positions with Baker & Taylor, Inc. Mr. Shields received his B.S. and M.B.A.
degrees from Fairleigh Dickinson University in New Jersey.
-7-
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.
STOCK OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth as of March 1, 2001 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 176,794 (1) *
David Fellows 84,750 (1) *
Harry Rein 84,750 (1) *
Lewis Solomon 42,000 (2) *
Bami Bastani 373,924 (3) 1.2
Ronald Rosenzweig 366,494 (4) 1.2
Dennis Strigl 7,500 (5) *
Charles Huang 707,149 (6) 2.3
Thomas C. Shields 46,058 (7) *
Bruce Diamond 5,854 (8) *
All Directors and Executive Officers as a group 1,895,273 6.0
(1) Includes 84,750 shares of common stock issuable pursuant to options,
currently exercisable or exercisable within 60 days.
(2) Includes 42,000 shares of common stock issuable pursuant to options,
currently exercisable or exercisable within 60 days.
(3) Includes 362,501 shares of common stock issuable pursuant to options,
currently exercisable or exercisable within 60 days.
(4) Includes 202,500 shares of common stock issuable pursuant to options,
currently exercisable or exercisable within 60 days.
(5) Includes 7,500 shares of common stock issuable pursuant to options,
currently exercisable or exercisable within 60 days.
(6) Includes 382,862 shares of common stock issuable pursuant to options,
currently exercisable or exercisable within 60 days.
(7) Includes 45,314 shares of common stock issuable pursuant to options,
currently exercisable or exercisable within 60 days.
(8) Does not include options rights that have terminated since Mr. Diamond's
resignation.
* Less than 1%.
-8-
COMPENSATION AND OTHER TRANSACTIONS WITH
DIRECTORS, NOMINEES, AND EXECUTIVE OFFICERS
COMPENSATION
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 at December 31, 2000, were (i) the chief executive officer of the
Company and (ii) the other four most highly compensated executive officers of
the Company (collectively, the "named executive officers"):
Summary Compensation Table
Long-Term
Compensation
Awards
(Securities
Other Annual Underlying
Name and Principal Position Year Salary Bonus(1) Compensation(2) Options)
- --------------------------- ---- ------ -------- --------------- --------
Bami Bastani (3) ........... 2000 $ 427,433 $ 402,205 $13,469,062 --
Chief Executive Officer 1999 420,000 504,000 190,214 150,000
1998 98,539 100,000 61,587 675,000
Ronald Rosenzweig .......... 2000 200,000 63,450 10,302,600 15,000
Chairman of the Board 1999 241,500 301,875 2,120 --
1998 241,544 -- 15,123 315,000
Charles Huang .............. 2000 217,740 205,373 770,098 30,000
Executive Vice President 1999 207,692 230,129 120 37,500
1998 207,692 -- 3,877 217,500
Thomas C. Shields (3) ...... 2000 204,423 192,464 25,112 35,000
Senior Vice President 1999 73,077 112,500 77,680 93,750
1998 -- -- -- --
Bruce Diamond (3)(4) ....... 2000 210,321 119,560 834 --
Senior Vice President 1999 194,769 218,955 120 60,000
1998 180,000 100,000 120 135,000
(1) Represents bonuses earned as follows: 2000's bonus earned was paid during
2000 and February 2001. 1999's bonus earned was paid during 1999 and
February 2000. In addition to the performance bonus earned during 1999,
Mr. Shields also received a $50,000 bonus upon his acceptance of
employment with the Company. Except for Mr. Diamond and Dr. Bastani, 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 and Dr. Bastani's 1998 bonus was a sign-on bonus as part of his
employment agreement with the Company.
(2) Represents the exercise of stock options by Dr. Bastani, Mr. Rosenzweig
and Dr. Huang, the value of income tax preparation services provided to
Mr. Rosenzweig by the Company's auditors, relocation expenses incurred by
Dr. Bastani and Mr. Shields, and premiums paid for medical insurance
covering each of the named executive officers.
(3) Mr. Shields and Dr. Bastani were employed for less than a full year in
1999 and 1998, respectively. As such, their salary amounts for these years
only represent salary earned from start date through the end of the fiscal
year.
-9-
(4) Mr. Diamond was employed as Senior Vice President, Operations from 1997
through December 31, 2000, at which time Mr. Diamond resigned from the
Company.
STOCK OPTIONS AND CERTAIN OTHER COMPENSATION
The following table presents the stock options granted to the named
executive officers in fiscal 2000 under the Company's 1995 Long Term Incentive
and Share Award Plan:
Option Grants in Last Fiscal Year
Percent of
Total Value at Assumed
Number of Options Annual Rates of Stock Price
Securities Granted to Appreciation for
Underlying Employees Exercise Option Term
Options in Fiscal Price per Expiration -----------
Name Granted Year Share (3) Date 5% 10%
- ---- ------- ---- --------- ---- -- ---
Ronald Rosenzweig 15,000(1) 1.0% $30.88 01/01/10 $291,304 $738,222
Charles Huang 30,000(2) 1.9 15.56 12/19/10 293,615 744,079
Thomas C. Shields 35,000(3) 2.3 15.56 12/19/10 342,551 868,092
(1) Entire option grant becomes exercisable on December 31 in the year
granted.
(2) One-third of the options becomes exercisable one year from the date of
grant. The remaining two-thirds of the options become exercisable ratably
on a quarterly basis over the following two years.
(3) 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 12/31/00 $16.375
# of Securities Value of
Underlying Unexercised
Unexercised In-the-money
Shares Options at FY-End Options at FY-End
Acquired Value ----------------- -----------------
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
Bami Bastani 150,000 $13,458,750 350,001 324,999 $ 3,661,500 $ 2,746,125
Ronald Rosenzweig 180,000 10,291,155 180,000 30,000 1,834,939 82,125
Charles Huang 9,000 767,580 349,113 116,248 2,626,392 638,208
Thomas C. Shields -- -- 37,502 91,248 0 28,438
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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, at an exercise price per
share equal to the fair market value as determined on the date of grant, will
automatically be granted on the date a non-management Director is first elected
to the Board. Each option so granted will become exercisable in three equal
installments commencing one year from the date of grant and annually thereafter,
and will expire ten years from the date of grant. Non-management Directors also
receive an annual grant of options to purchase 15,000 shares of Common Stock at
the fair market value as determined on the date of grant and vesting on December
31 in the year granted. In addition, each non-management Director receives
$10,000 per year for Board services, $1,000 for each Committee meeting attended,
and reimbursement for ordinary expenses incurred in connection with attendance
at such meetings.
EXECUTIVE EMPLOYMENT AGREEMENTS
Chief Executive Officer. In August 1998, Dr. Bamdad Bastani, President,
Chief Executive Officer and member of the Board of Directors, entered into an
employment agreement with the Company pursuant to which he was to receive an
annual base salary, bonus, stock options, relocation expenses, and executive
benefits. Dr. Bastani's base salary in 2000 was $427,433. Dr. Bastani received a
bonus equal to 94% of his base salary since the Compensation Committee
determined that the Company exceeded operational, strategic, and financial goals
approved by the Board of Directors during January 2000. Also, under the terms of
his employment with the Company, Dr. Bastani was given non-qualified options to
purchase 675,000 shares of the Company's Common Stock at the fair market value
on the date of grant. One-third of the non-qualified options become exercisable
on the first anniversary of the date of grant, one-third become exercisable on
the second anniversary of the date of grant, and the remaining one-third become
exercisable on the third anniversary of the date of grant. During 1999, the
Compensation Committee authorized an additional grant of non-qualified options
to Dr. Bastani to purchase 150,000 shares of Common Stock at the fair market
value on the date of grant. One-third of these options become exercisable after
one-year from the date of grant and the remaining two-thirds become exercisable
equally on a quarterly basis over the next two years.
If the Company terminates Dr. Bastani without cause, he shall be entitled
to an amount equal to 200% of the sum of (A) his then annual base salary plus
(B) his bonus, if any earned during the immediately preceding calendar year,
health benefits for a maximum of twenty-four months, and immediate vesting of
all non-qualified stock options.
Chairman of the Board. In September 1998, Ronald Rosenzweig, Chairman of
the Board of Directors, entered into an employment agreement through July 2,
2002 with the Company pursuant to which he was to receive an annual base salary,
bonus, stock options, and executive benefits. Mr. Rosenzweig's base salary in
2000 was $200,000. Mr. Rosenzweig also received a bonus equal to 32% of his base
salary. Also, under the terms of his employment with the Company, Mr. Rosenzweig
was given non-qualified options to purchase 225,000 shares of the Company's
Common Stock at the fair market value on the date of grant. One-third of the
non-qualified options become exercisable on the first anniversary of the date of
grant and the remaining 150,000 shares become exercisable at the rate of 18,750
shares at the end of each 90 day period subsequent to the first anniversary date
of grant. As part of his employment agreement, Mr. Rosenzweig's salary shall be
at an annual rate of $100,000 in 2001 and 2002. Mr. Rosenzweig shall also be
entitled to a bonus of up to 50% of his annual salary during 2001 and 2002.
If the Company terminates Mr. Rosenzweig without cause, he shall be
entitled to an amount equal to the sum of (A) his then annual base salary plus
(B) his bonus, if any earned during the immediately preceding calendar year,
health benefits for a maximum of twenty-four months, and immediate vesting of
all non-qualified stock options that would have vested within twelve months of
the date of termination of employment.
-11-
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
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 addition, this past year the Company established employment agreements
with all executive officers and vice presidents. The agreements provide certain
benefits in the event of a greater than 50% change in control of the Company. In
exchange, these individuals have agreed that, upon leaving the Company, they
will not recruit Company employees for 12 months and that any disputes regarding
this agreement will be settled by arbitration.
CEO Compensation. Dr. Bastani's base salary in 2000 was $427,433, which
was determined to be competitive in order to attract Dr. Bastani to the Company
in August 1998. Dr. Bastani received a bonus equal to 94% of his base salary
since the Compensation Committee determined that the Company exceeded
operational, strategic, and financial goals approved by the Board of Directors
during January 2000.
If the Company terminates Dr. Bastani without cause, he shall be entitled
to an amount equal to 200% of the sum of (A) his then annual base salary plus
(B) his bonus, if any earned during the immediately preceding calendar year,
health benefits for a maximum of twenty-four months, and immediate vesting of
all non-qualified stock options.
Compliance with Internal Revenue Code Section 162(m). Section 162(m) of
the Internal Revenue Code disallows a tax deduction to publicly held companies
for compensation paid to certain of their executive officers to the extent that
such compensation exceeds $1.0 million per covered officer in any fiscal year.
The limitation applies only to compensation that is not qualified
performance-based compensation under the Internal Revenue Code.
Non-performance-based compensation paid to the Company's executive officers for
the 2000 Fiscal Year did not exceed the $1.0 million limit per officer, and the
Compensation Committee plans to keep the non-performance-based compensation to
be paid to the Company's executive officers for the 2001 Fiscal Year within that
limit.
It is the opinion of the Compensation Committee that the executive
compensation policies and plans provide the necessary total remuneration program
to properly align the interests of each executive officer and the interests of
the Company's shareholders through the use of competitive and equitable
executive compensation in a balanced and reasonable manner, for both the short
and long term.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF ANADIGICS,
INC.
Paul Bachow
Dennis Strigl
-12-
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on the
Company's Common Stock from January 1, 1995 through December 31, 2000 with the
cumulative total return on the NASDAQ Stock Market Index and the Philadelphia
Semiconductor Index, considered to be an index of the Company's peer group. The
comparison assumes $100 was invested on January 1, 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.
[LINE CHART OMITTED]
[The data below was represented as a line chart in the printed material.]
12/29/95 12/31/96 12/31/97 12/31/98 12/31/99 12/29/00
-------- -------- -------- -------- -------- --------
ANADIGICS, Inc. 100.000 184.710 212.654 80.739 333.104 173.391
Nasdaq Stock Market Index 100.000 122.706 149.254 208.405 386.769 234.811
Philadelphia Semiconductor Index 100.000 119.755 131.381 174.703 351.121 287.357
PROPOSAL II: ADOPTION OF AMENDMENT AND RESTATEMENT OF EMPLOYEE STOCK
PURCHASE PLAN
The Board of Directors of the Company has amended and restated the
ANADIGICS, Inc. Employee Stock Purchase Plan (the "Stock Purchase Plan"). The
following summary of the Stock Purchase Plan is qualified in its entirety by
express reference to the text of the Stock Purchase Plan, which is attached as
Annex B hereto.
The purpose of the Stock Purchase Plan is to give employees of the Company
and its subsidiaries an opportunity to purchase Common Stock through payroll
deductions, thereby encouraging employees to share in the economic growth and
success of the Company and its subsidiaries. The Stock Purchase Plan has been
amended to increase the number of shares of Common Stock available for issuance
thereunder by 850,000 to 1,693,750 in total. The Stock Purchase Plan is
administered by the Compensation Committee.
In general, any person who has been an employee for at least one month on
a given enrollment date (generally each January 1) who is scheduled to work at
least 20 hours per week on a regular basis is eligible to participate in the
Stock Purchase Plan. Common Stock will be purchased for each participant in the
Stock Purchase Plan as of the last day of each Offering Period (generally
December 31) with the money deducted from their paychecks during the Offering
Period. The purchase price per share of Common Stock will be either (i) an
amount equal to 85% of the fair market value of a share of Common Stock on the
first day of the Offering Period or on the last day of the Offering Period,
whichever is lower, or (ii) such higher price as may be set by the Compensation
Committee at the beginning of the Offering Period.
-13-
A participant may elect to have payroll deductions made under the Stock
Purchase Plan for the purchase of Common Stock in an amount not to exceed the
lesser of 15% of the participant's compensation or $25,000. Compensation for
purposes of the Stock Purchase Plan means the gross amount of the participant's
base pay on the basis of the participant's regular, straight-time hourly, weekly
or monthly rate for the number of hours normally worked, exclusive of overtime,
bonuses, shift premiums or other compensation. Contributions to the Stock
Purchase Plan will be on an after-tax basis. A participant may terminate his or
her payroll deductions at any time.
A stock purchase bookkeeping account will be established for each
participant in the Stock Purchase Plan. Amounts deducted from participants'
paychecks will be credited to their bookkeeping accounts. No interest will
accrue with respect to any amounts credited to the bookkeeping accounts. As of
the last day of each Offering Period, the amount credited to a participant's
stock purchase account will be used to purchase the largest number of whole
shares of Common Stock possible at the price as determined above. The Common
Stock will be purchased directly from the Company. No brokerage or other fees
will be charged to participants. Any balance remaining in the participant's
account will be returned to the participant.
A participant may withdraw from participation in the Stock Purchase Plan
at any time during an Offering Period by written notice to the Company. Upon
withdrawal, a participant's bookkeeping account balance will be distributed as
soon as practicable and no shares of Common Stock will be purchased. Rights to
purchase shares of Common Stock under the Stock Purchase Plan are exercisable
only by the participant and are not transferable, except by the laws of descent
and distribution.
The Board of Directors of the Company may amend, suspend, or terminate the
Stock Purchase Plan at any time, except that certain amendments may be made only
with the approval of the shareholders of the Company. Subject to earlier
termination by the Board of Directors, the Stock Purchase Plan will terminate on
December 31, 2005. Unless otherwise determined by the Compensation Committee,
any unexpired Offering Period that commenced prior to any termination date of
the Stock Purchase Plan shall continue until the last day of such Offering
Period.
Federal Income Tax Consequences
The following is a summary of certain of the federal income tax
consequences to participants in the Stock Purchase Plan and to the Company,
based upon current provisions of the Internal Revenue Code of 1986, as amended
(the "Code") and the regulations and rulings thereunder, and does not address
the consequences under state or local or any other applicable tax laws.
Participants in the Stock Purchase Plan will not recognize income at the
time a purchase right is granted to them at the beginning of an Offering Period
or when they purchase Common Stock at the end of the Offering Period. However,
participants will be taxed on amounts withheld from their salary under the Stock
Purchase Plan as if actually received, and the Company will generally be
entitled to a corresponding income tax deduction.
If a participant disposes of the Common Stock purchased pursuant to the
Stock Purchase Plan after one year from the end of the applicable Offering
Period and two years from the beginning of the applicable Offering Period, the
participant must include in gross income as compensation (as ordinary income and
not as capital gain) for the taxable year of disposition an amount equal to the
lesser of (a) the excess of the fair market value of the Common Stock at the
beginning of the applicable Offering Period over the purchase price computed on
the first day of the Offering Period or (b) the excess of the fair market value
of the Ordinary Shares at the time of disposition over their purchase price.
Thus, if the one and two year holding periods described above are met, a
participant's ordinary compensation income will be limited to the discount
available to the participant on the first day of the applicable Offering Period.
If the amount recognized upon such a disposition by way of sale or exchange of
the Common Stock exceeds the purchase price plus the amount, if any, included in
income as ordinary compensation income, such excess will be long-term capital
gain. If the one and two year holding periods described above are met, the
Company will not be entitled to any income tax deduction.
If a participant disposes of Common Stock within one year from the end of
the applicable Offering Period or two years from the beginning of the Offering
Period, the participant will recognize ordinary income at the time of
-14-
disposition which will equal the excess, if any, of the fair market value of the
Common Stock on the date the participant purchased the Common Stock (i.e., the
end of the applicable Offering Period) over the amount paid for the Common
Stock. The Company will generally be entitled to a corresponding income tax
deduction. The excess, if any, of the amount recognized on disposition of such
Common Stock over their fair market value on the date of purchase (i.e., the end
of the applicable Offering Period) will be short-term capital gain, unless the
participant's holding period for the Common Stock (which will begin at the time
of the participant's purchase at the end of the Offering Period) is more than
one year. If the participant disposes of the Common Stock for less than the
purchase price for the shares, the difference between the amount recognized and
such purchase price will be a long- or short-term capital loss, depending upon
the participant's holding period for the Common Stock.
New Plan Benefits
Participation in the Stock Purchase Plan is voluntary. Accordingly, at
this time the Company cannot determine the amount of shares of Common Stock that
will be acquired by participants or the dollar value of any such participation.
The amendment and restatement of the Company's Employee Stock Purchase
Plan requires the receipt of the affirmative vote of a majority of the shares of
the Company's Common Stock present in person or by proxy and voting at the
Annual Meeting.
The Board of Directors unanimously recommends a vote "FOR" the proposal to adopt
the amendment to extend the Employee Stock Purchase Plan and increase the number
of shares issuable thereunder.
PROPOSAL III: APPOINTMENT OF INDEPENDENT AUDITORS
During fiscal year 2000, Ernst & Young LLP, independent certified public
accountants, provided various audit, audit related and non-audit services to the
Company as follows:
a) Audit Fees: Aggregate fees billed for professional services rendered
for the audit of the Company's fiscal year 2000 annual financial
statements and review of financial statements in the Company's Form
10-Q reports: $266,900.
b) Audit Related Fees: Aggregate fees billed for professional services
rendered during fiscal year 2000 related to audits of employees
benefits plans and consultation on accounting standards and
contemplated transactions: $344,655.
c) Financial Information Systems Design and Implementation Fees: None.
d) All Other Fees: Principally income tax consulting: $105,727.
The Audit Committee of the Board has considered whether provision of the
services described in sections b), c), and d) above is compatible with
maintaining the independent accountant's independence and has determined that
such services have not adversely affected Ernst & Young LLP's independence.
Representatives of Ernst & Young LLP are expected to attend the Annual Meeting
of stockholders and will have an opportunity to make a statement if they so
desire 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,
2001.
The appointment of the Company's independent auditors requires the receipt
of the affirmative vote of a majority of the shares of the Company's Common
Stock present in person or by proxy and voting at the Annual Meeting.
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.
-15-
STOCKHOLDER PROPOSALS
ANADIGICS must be notified of any other shareholder proposal intended to
be included in the proxy statement and presented for consideration at the 2002
Annual Meeting not later than December 20, 2001. In addition, ANADIGICS must be
notified of any other shareholder proposal intended to be presented for
consideration at the 2002 Annual Meeting not later than January 20, 2002. We
believe these two dates are a reasonable time prior to the date we intend to
first mail our Proxy Statement for the 2002 Annual Meeting. Proposals may be
mailed to the Company, to the attention of Secretary, 141 Mt. Bethel Road,
Warren, NJ 07059.
OTHER MATTERS
The Board of Directors knows of no other business that 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.
-16-
ANNEX A
AUDIT COMMITTEE CHARTER
Objective
The Audit Committee's objective is to oversee all aspects of the Company's
financial reporting process on behalf of the Board of Directors.
Organization
This charter governs the operations of the Audit Committee. The committee
shall review and reassess the charter at least annually and obtain the approval
of the board of directors. The committee shall be appointed by the board of
directors and shall comprise at least three directors, each of whom are
independent of management and the Company. Members of the committee shall be
considered independent if they have no relationship that may interfere with the
exercise of their independence from management and the Company. All committee
members shall be financially literate and at least one member shall have
accounting or related financial management expertise.
Statement of Policy
The audit committee shall provide assistance to the board of directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the internal audit function, the
annual independent audit of the Company's financial statements, and the legal
compliance and ethics programs as established by management and the board. In so
doing, it is the responsibility of the committee to maintain free and open
communication between the committee, independent auditors, the internal
auditors, and management of the Company. In discharging its oversight role, the
committee is empowered to investigate any matter brought to its attention with
full access to all books, records, facilities, and personnel of the Company and
the power to retain outside counsel, or other experts for this purpose.
Responsibilities
The primary responsibility of the audit committee is to oversee the
Company's financial reporting process on behalf of the board and report the
results of their activities to the board. Management is responsible for
preparing the Company's financial statements, and the independent auditors are
responsible for auditing those financial statements. In carrying out its
responsibilities, the committee believes its policies and procedures should
remain flexible, in order to best react to changing conditions and
circumstances. The committee should take the appropriate actions to set the
overall corporate "tone" for quality financial reporting, sound business risk
practices, and ethical behavior.
Oversight Process
The following shall be the principal recurring processes of the audit
committee in carrying out its oversight responsibilities. The processes are set
forth as a guide with the understanding that the committee may supplement them
as appropriate.
Authority and Accountability - The committee shall have a clear
understanding with management and the independent auditors that the independent
auditors are ultimately accountable to the board and the audit committee, as
representatives of the Company's shareholders. The committee shall have the
ultimate authority and responsibility to evaluate and, where appropriate,
replace the independent auditors. The committee shall discuss with the auditors
their independence from management and the Company and the matters included in
the written disclosures required by the Independence Standards Board. Annually,
the committee shall review and recommend to the board the selection of the
Company's independent auditors, subject to shareholders' approval.
-A1-
AUDIT COMMITTEE CHARTER (continued)
Scope of Work and Level of Compliance - The committee shall discuss with
the internal auditors and the independent auditors the overall scope and plans
for their respective audits including the adequacy of staffing and compensation.
Also, the committee shall discuss with management, the internal auditors, and
the independent auditors the adequacy and effectiveness of the accounting and
financial controls, including the Company's system to monitor and manage
business risk, and legal and ethical compliance programs. Further, the committee
shall meet separately with the internal auditors and the independent auditors,
with and without management present, to discuss the results of their
examinations.
Quarterly Review - The committee shall review the interim financial
statements with management and the independent auditors prior to the filing of
the Company's Quarterly Report on Form 10Q. Also, the committee shall discuss
the results of the quarterly review and any other matters required to be
communicated to the committee by the independent auditors under generally
accepted auditing standards. The chair of the committee may represent the entire
committee for the purposes of this review.
Annual Review - The committee shall review with management and the
independent auditors the financial statements to be included in the Company's
Annual Report on Form 10-K, including their judgment about the quality, not just
acceptability, of accounting principles, the reasonableness of significant
judgments, and the clarity of the disclosures in the financial statements. Also,
the committee shall discuss the results of the annual audit and any other
matters required to be communicated to the committee by the independent auditors
under generally accepted auditing standards.
-A2-
ANNEX B
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
1. Purposes of the Plan
The ANADIGICS, Inc. Employee Stock Purchase Plan (the "Plan") is intended
to provide a suitable means by which eligible employees of ANADIGICS, Inc. (the
"Company") and participating subsidiaries may accumulate, through voluntary,
systematic payroll deductions, amounts regularly credited for their account to
be applied to the purchase of shares of the common stock, par value $0.01, of
the Company (the "Common Stock") pursuant to the exercise of options granted
from time to time hereunder. The Plan provides employees with opportunities to
acquire proprietary interests in the Company, and will also provide them with
additional incentives to continue their employment and promote the best
interests of the Company. Options granted under the Plan are intended to qualify
under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code").
The term "subsidiary" as used in the Plan shall mean a subsidiary corporation of
the Company within the meaning of Section 424(f) of the Code. For purposes of
the Plan, masculine terminology shall also be construed to include the feminine.
2. Shares of Stock Subject to the Plan
Subject to the provisions of Section 12, the maximum number of shares of
Common Stock which may be issued on the exercise of options granted under the
Plan is 1,700,000 shares of the Company's Common Stock. Any shares subject to an
option under the Plan, which option for any reason expires or is terminated
unexercised as to such shares, shall again be available for issuance on the
exercise of other options granted under the Plan. Shares delivered on the
exercise of options may, at the election of the Board of Directors of the
Company, be authorized but previously unissued Common Stock or Common Stock
reacquired by the Company, or both.
3. Administration
The Plan shall be administered by the Compensation Committee of the Board
of Directors of the Company (the "Committee"), which shall be composed of not
less than two members of the Board of Directors of the Company, all of whom
shall be ineligible to participate in this Plan and shall otherwise qualify as
disinterested persons for purposes of Rule 16b-3(c)(2)(i) promulgated by the
Securities and Exchange Commission. Subject to the provisions of the Plan, the
Committee shall have full discretion and the exclusive power (i) to determine
the terms and conditions under which shares shall be offered and corresponding
options shall be granted under the Plan for any Purchase Period (as defined in
Section 6) consistent with the provisions of the Plan, and (ii) to resolve all
questions relating to the administration of the Plan.
The interpretation and application by the Committee of any provision of
the Plan shall be final and conclusive on all employees and other persons
having, or claiming to have, an interest under the Plan. The Committee may in
its discretion establish such rules and guidelines relating to the Plan as it
may deem desirable.
The Committee may employ such legal counsel, consultants and agents as it
may deem desirable for the administration of the Plan and may rely upon any
opinion received from any such counsel or consultant and any computation
received from any such consultant or agent. The Committee shall keep minutes of
its actions under the Plan.
No member of the Board of Directors or the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
options granted hereunder.
4. Eligibility to Participate
The persons eligible to participate in this Plan shall be all employees
(including officers) of the Company who have completed at least one month of
employment with the Company and its subsidiaries, but excluding employees whose
customary employment is for not more than five months in any calendar year or 20
hours or less per week;
-B1-
provided, however, that such one month employment requirement shall not be
applicable to employees in the employment of the Company on the first day of the
first Purchase Period established under the Plan. The Board of Directors of the
Company may designate any subsidiary of the Company as a participating
subsidiary for purposes of the Plan in which event employees of such subsidiary
meeting the foregoing requirements shall also be eligible persons for the
applicable Purchase Period(s). An employee who is eligible to participate in
this Plan pursuant to the foregoing sentence is hereinafter referred to as an
"Employee."
On or before the beginning of each Purchase Period, the Company will
furnish to each Employee a notice (hereinafter called a "Notice of Shares
Offered") stating the maximum number of shares which such Employee shall be
eligible to purchase for such Purchase Period in accordance with the provisions
of clause (ii) in the first paragraph of Section 5.
Nothing contained in the Plan shall confer upon any Employee any right to
continue in the employ of the Company or any of its subsidiaries, or interfere
in any way with the right of the Company or any of its subsidiaries to terminate
his employment at any time.
5. Participation in the Plan
An Employee may participate in the Plan only as of the beginning of a
Purchase Period. If an individual becomes eligible to participate in the Plan
after the commencement of a Purchase Period, he may not participate in the Plan
until the beginning of the next Purchase Period. A copy of the Plan will be
furnished to each Employee prior to the beginning of the first Purchase Period
during which he may participate in the Plan. To participate in the Plan an
Employee must deliver (or cause to be delivered) to the Company, prior to the
commencement of the first Purchase Period during which he wishes to participate
in the Plan, a contingent subscription for Common Stock and authorization for
payroll deductions to effect the purchase of Common Stock (hereinafter called a
"Participation Election") . In his Participation Election an Employee must:
(i) authorize payroll deductions within the limits prescribed in
Sections 8 and 9 and specify the percentage to be deducted regularly
from his Compensation (as defined in Section 8);
(ii) elect and authorize the purchase by him for each Purchase Period of
a number of shares of Common Stock on the Exercise Date (as defined
in Section 7) with respect to the applicable Purchase Period which
shall not exceed the number of shares which may be purchased at a
price equal to 85% of the Fair Market Value (determined in
accordance with Section 7) of the Common Stock on the first day of
such Purchase Period with the maximum aggregate amount of payroll
deductions for the Purchase Period (based on the participant's
Compensation in effect on the first day of the Purchase Period);
(iii) furnish the exact name and address in which stock certificates for
Common Stock purchased by him under the Plan are to be issued; and
(iv) agree to notify the Company if he should dispose of Common Stock
purchased through the Plan within two years of the commencement of
the Purchase Period in which he purchased such Common Stock.
An Employee need not, and may not, make any down payment in order to
participate in the Plan. Participation in the Plan is entirely voluntary, and a
participating Employee may withdraw from participation as provided in Section 15
during any Purchase Period at any time prior to the Exercise Date for such
Purchase Period.
The Committee may establish a maximum number of shares of Common Stock
that any Employee may purchase under the Plan for a Purchase Period, which
amount need not be the same for each Purchase Period.
6. Purchase Periods; Grant of Options
Unless otherwise determined by the Committee, each Purchase Period under
the Plan shall commence on the
-B2-
first day of a calendar year and end on the last day of such calendar year, and
shall include all pay periods ending within it; provided, however, that a
Purchase Period may not exceed 27 months in length. During each Purchase Period
participating Employees shall accumulate credits to a bookkeeping account
maintained by the Company (hereinafter referred to as a "Stock Purchase
Account") through payroll deductions to be made at the close of each pay period
for the purchase of shares of Common Stock under the Plan. For each Purchase
Period the Company shall grant options to participating Employees with respect
to the number of shares of Common Stock (subject to the provisions of Sections
2, 5, 11 and 12) which shall be purchasable through the application of amounts
credited to each such Employee's Stock Purchase Account at the purchase price
per share determined on the Exercise Date for the Purchase Period (such number
of shares to be subject to reduction in the event of a pro rata apportionment
provided for in Section 17).
7. Exercise Dates and Purchase Prices
The last business day of each Purchase Period shall constitute the
"Exercise Date" for such Purchase Period. Subject to the provisions of Section
12, the purchase price per share of Common Stock to be purchased on an Exercise
Date pursuant to the exercise of options granted for the Purchase Period,
through the application of amounts credited during such Purchase Period to the
Stock Purchase Accounts of participating Employees, shall not be less than the
lesser of:
(a) an amount equal to 85% of the Fair Market Value of the Common Stock
at the time such option is granted (i.e., the first day of the
Purchase Period),
or
(b) an amount equal to 85% of the Fair Market Value of the Common Stock
at the time such option is exercised (i.e., the Exercise Date).
For purposes of the Plan, the Fair Market Value of a share of the Common
Stock on any date shall be (1) if the Common Stock is traded on an established
securities market, the mean between the high and low prices of such Common Stock
for such date, and (2) if the Common Stock is not so traded, an amount
determined by the Committee in good faith and based upon such factors as it
deems relevant to such determination; provided, however, that the Fair Market
value of a share of Common Stock on the date of consummation of the Company's
initial public offering shall be the price paid by the public in the initial
public offering.
8. Payroll Deductions - Authorization and Amount
Employees shall authorize in their Participation Elections from 1% to 15%
(in whole percentage increments) of their Compensation to which such election
relates (subject to the limitations of Section 9). For purposes of the Plan, the
"Compensation" of an Employee for any Purchase Period shall mean the gross
amount of his base pay on the basis of his regular, straight-time hourly, weekly
or monthly rate for the number of hours normally worked, exclusive of overtime,
bonuses, shift premiums or other compensation.
By delivering to the Company at least seven days prior to the commencement
of the next Purchase Period a revised Participation Election, a participating
Employee may change the amount to be deducted from his Compensation during the
next Purchase Period and any subsequent Purchase Period subject to the
limitations of this Section 8 and Section 9. At any time prior to the end of a
Purchase Period, but not more than three times during any such Purchase Period,
an Employee may change his rate of Compensation deduction by filing a new
Compensation deduction authorization form. The change may not become effective
sooner than the next pay period after receipt of the form by the Company.
A participating Employee's authorization for payroll deductions will
remain in effect for the duration of the Plan, subject to the provisions of
Sections 11 and 14, unless his election to purchase Common Stock shall have been
terminated pursuant to the provisions of Section 13, the amount of the deduction
is changed as provided in this Section 8 or the Employee withdraws or is
considered to have withdrawn from the Plan under Section 15 or 16.
All amounts credited to the Stock Purchase Accounts of participating
Employees shall be held in the general funds of the Company but shall be used
from time to time in accordance with the provisions of the Plan.
-B3-
9. Limitations on the Granting of Options
Anything in the Plan to the contrary notwithstanding, no participating
Employee may be granted an option which permits his rights to purchase Common
Stock under all employee stock purchase plans of the Company and its parent and
subsidiary corporations (if any) to accrue at a rate which exceeds $25,000 of
Fair Market Value of such Common Stock (determined at the time such option is
granted) for each calendar year in which such option is outstanding at any time.
For purposes of this Section 9:
(i) the right to purchase stock under an option accrues when the option
(or any portion thereof) first becomes exercisable during the
calendar year;
(ii) the right to purchase stock under an option accrues at the rate
provided in the option, but in no case may such rate exceed $25,000
of fair market value of such stock (determined at the time such
option is granted) for any one calendar year; and
(iii) a right to purchase stock which has accrued under one option granted
pursuant to the Plan may not be carried over to any other option.
No participating Employee may be granted an option hereunder if such
Employee, immediately after the option is granted, owns (within the meaning of
Section 423(b)(3) of the Code) stock possessing five percent or more of the
total combined voting power or value of all classes of stock of the Company or
of its parent or subsidiary corporation. For purposes of the Plan, the terms
"parent corporation" and "subsidiary corporation" shall have the respective
meanings set forth in Section 424 of the Code.
10. Stock Purchase Accounts
The amounts deducted from the Compensation of each participating Employee
shall be credited to his individual Stock Purchase Account. Employees
participating in the Plan may not make direct cash payments to their Stock
Purchase Accounts.
Following the close of each Purchase Period the Company will furnish to
each participating Employee a statement of his individual Stock Purchase
Account. This statement shall show (i) the total amount of payroll deductions
for the Purchase Period just closed, (ii) the number of full shares (and the
purchase price per share) of Common Stock purchased pursuant to the provisions
of Section 11 by the participating Employee for the Purchase Period, and (iii)
any remaining balance of his payroll deductions which is to be refunded to the
Employee following the close of the Purchase Period (or carried forward to the
next Purchase Period in the case of amounts representing fractional shares).
11. Issuance and Purchase of Common Stock
Shares of Common Stock may be purchased by participating Employees only on
the Exercise Date for each Purchase Period; and the options which the Company
grants to participating Employees to purchase Common Stock for a Purchase Period
may be exercised only on the Exercise Date, and their elections to purchase
Common Stock pursuant to the exercise of such options shall not become
irrevocable until the close of business on the day prior to the Exercise Date.
The purchase price per share shall be determined as set forth in Section 7.
A participating Employee who purchases Common Stock pursuant to the
exercise of options granted under the Plan shall purchase as many shares as
shall be provided in his Participation Election, subject to the limitations set
forth in Sections 8, 9, 12 and 17; provided that in no event may shares be
purchased other than by application of the balance in his Stock Purchase Account
on the Exercise Date and that in no event may a participating Employee purchase
a greater number of shares than would be purchasable at the purchase price
determined in accordance with Section 7 through the application of the balance
in his Stock Purchase Account on the Exercise Date for the Purchase Period to
which the option relates. Any balance remaining in such a participating
Employee's Stock Purchase Account following an Exercise Date shall be refunded
to the Employee as soon as practicable thereafter.
-B4-
Unless otherwise determined by the Committee, Common Stock purchased
pursuant to the Plan shall be held in book entry form until such time as the
Employee requests delivery of certificates for Common Stock. Certificates for
Common Stock so purchased shall be delivered to the Employee as soon as
practicable following his or her request. Cash in an amount equal to the Fair
Market Value of a fractional share interest will be issued to the Employee in
lieu of a certificate for a fractional share of Common Stock.
All rights as an owner of shares of Common Stock purchased under the Plan
shall accrue to the participating Employee who purchased the shares effective as
of the Exercise Date on which amounts credited to his Stock Purchase Account
were applied to the purchase of the shares; and such Employee shall not have any
rights as a stockholder prior to such Exercise Date by reason of his having
elected to purchase such shares.
12. Dilution or Other Adjustment
If the Company is a party to any merger or consolidation, or undergoes any
separation, reorganization or liquidation, the Committee shall have the power to
make arrangements, which shall be binding upon the Employees then participating
in the Plan, for (i) the purchase of shares subject to outstanding Participation
Elections for the Purchase Period occurring at such time, (ii) for the
assumption of the Company's undertakings with respect to the Plan by another
corporation, or (iii) for the cancellation of outstanding Participation
Elections and options to purchase shares and the payment by the Company of an
amount (not less than the amount then credited to Employees' respective Stock
Purchase Accounts) determined by the Committee in consideration therefor. In
addition, in the event of a reclassification, stock split, combination of
shares, separation (including a spin-off), dividend on shares of the Common
Stock payable in stock, or other similar change in capitalization or in the
corporate structure of shares of the Common Stock of the Company, the Committee
shall conclusively determine the appropriate adjustment in the purchase price
and other terms of purchase for shares subject to outstanding Participation
Elections for the Purchase Period occurring at such time . in the number and
kind of shares or other securities which may be purchased for such Purchase
Period and in the aggregate number of shares which may be purchased under the
Plan. Any such adjustment in the shares or other securities subject to the
outstanding options granted to such Employees (including any adjustment in the
option price) shall be made in such manner as not to constitute a modification
as defined by Section 424(h)(3) of the Code and only to the extent permitted by
Sections 423 and 424 of the Code.
13. No Assignment of Plan Rights or of Purchased Stock
An Employee must promptly advise the Company if a disposition shall be
made of any shares of Common Stock purchased by him under the Plan if such
disposition shall have occurred within two years of the commencement of the
Purchase Period in which he purchased such shares.
A participating Employee's privilege to purchase common stock under the
Plan can be exercised only by him; and he cannot purchase Common Stock for
someone else.
An Employee participating in the Plan may not sell, transfer, pledge or
assign to any other person any interest, privilege or right under the Plan or in
any amounts credited to his Stock Purchase Account; and if this provision shall
be violated, his election to purchase Common Stock shall terminate, and the only
right remaining thereunder will be to have paid to the person entitled thereto
the amount then credited to the Employee's Stock Purchase Account.
14. Suspension of Deductions
A participating Employee's payroll deductions under the Plan shall be
suspended if on account of a leave of absence, layoff or other reason a
participating Employee does not have sufficient Compensation in any payroll
period to permit his payroll deductions authorized under the Plan to be made in
full. The suspension will last until the participating Employee again has
sufficient Compensation to permit such payroll deductions to be made in full;
but if the suspension shall not have been removed by the Exercise Date for the
Purchase Period in which it began, the participating Employee will be considered
to have withdrawn from the Plan as provided for in Section 15.
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15. Withdrawal from, and Reparticipation in, the Plan
During any Purchase Period a participating Employee may withdraw from the
Plan at any time prior to the Exercise Date for the Purchase Period; and,
subject to, and in accordance with, the provisions of Sections 5 and 8, he may
again participate in the Plan at the beginning of any Purchase Period subsequent
to the Purchase Period in which he withdrew. Withdrawal of a participating
Employee shall be effected by written notification prior to such Exercise Date
to the Company on a form which the Company shall provide for this purpose
("Notice of Withdrawal"). In the event a participating Employee shall withdraw
from the Plan, all amounts then credited to his Stock Purchase Account shall be
returned to him as soon as practicable after his Notice of Withdrawal shall have
been received.
If an Employee's payroll deductions shall be interrupted by any legal
process, a Notice of Withdrawal will be considered as having been received from
him on the day the interruption shall occur.
16. Termination of Participation
A participating Employee's right to continue participation in the Plan
will terminate upon the earliest to occur of (i) the Company's termination of
the Plan, (ii) his transfer to ineligible employment status, or (iii) his
retirement, disability, death or other termination of employment with the
Company and its subsidiaries. Upon the termination of an Employee's right to
continue participation in the Plan on account of the occurrence of any of the
foregoing events, all amounts then credited to his Stock Purchase Account not
already used for the purchase of Common Stock will be repaid as soon as
practicable. Such repayment shall be made to the participating Employee unless
the termination of participation occurred by reason of such Employee's death, in
which event such repayment shall be made to such Employee's beneficiary. For
this purpose, an Employee's beneficiary shall be the person, persons or entity
designated by the Employee on a form prescribed by and delivered to the
Committee or, in the absence of an effective beneficiary designation, the
Employee's estate; provided, however, that the determination of the Employee's
beneficiary hereunder shall be subject to any applicable community property or
other laws.
17. Apportionment of Stock
If at any time shares of Common Stock authorized for the purposes of the
Plan shall not be available in sufficient number to meet the purchase
requirements under all outstanding Participation Elections, the Committee shall
apportion the remaining available shares among participating Employees on a pro
rata basis. In no case shall any apportionment of shares be made with respect to
a participating Employee's election to purchase unless such election is then in
effect (subject only to any suspension provided for in the Plan). The Committee
shall give notice of any such apportionment and of the method of apportionment
used to each participating Employee to whom shares shall have been apportioned.
18. Government Regulations
The Plan and the obligation of the Company to issue, sell and deliver
Common Stock under the Plan are subject to all applicable laws and to all
applicable rules, regulations and approvals of government agencies.
19. Amendment or Termination
The Board of Directors of the Company may at any time amend, suspend or
terminate the Plan; provided, however, that no amendment (other than an
amendment authorized by Section 12) may be made increasing the aggregate number
of shares of Common Stock which may be issued pursuant to the Plan or changing
the class of employees eligible to participate hereunder, without the approval
of shareholders of the Company.
20. Effective Date
The Plan shall become effective on the date of its adoption by the Board
of Directors of the Company, subject to approval of the Plan by the holders of a
majority of the outstanding voting shares of the Company within 12 months after
the date of the Plan's adoption by said Board of Directors. In the event of the
failure to obtain such shareholder
-B6-
approval, the Plan shall be null and void and the Company shall have no
liability thereunder. No shares of Common Stock may be issued under the Plan
until such shareholder approval has been obtained.
21. Termination
Subject to earlier discontinuance in accordance with Section 19, the Plan
shall terminate on December 31, 2005. Unless otherwise determined by the
Committee, any unexpired Purchase Period that commenced prior to any termination
date of this Plan shall continue until the last day of such Purchase Period.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANADIGICS, Inc.
The undersigned hereby appoints Dr. Bami Bastani and Thomas C. Shields
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 24, 2001 or any
adjournment thereof.
(Continued, and to be marked, dated and signed, on the other side)
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^ FOLD AND DETACH HERE ^
The Board of Directors recommends a vote FOR proposals I, II and III.
Please mark
your votes as
indicated in |X|
this example
Proposal I: ELECTION OF DIRECTORS
Nominees:
01 David Fellows
02 Ronald Rosenzweig
03 Lewis Solomon
WITHHELD
FOR FOR ALL
|_| |_|
WITHHELD FOR: (Write that nominee's name in the space provided below).
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Proposal II:
AMENDMENT AND RESTATEMENT OF THE EMPLOYEE STOCK PURCHASE PLAN THAT EXTENDS THE
PLAN THROUGH DECEMBER 31, 2005 AND INCREASES THE NUMBER OF SHARES ISSUABLE
THEREUNDER BY 850,000 TO 1,693,750.
FOR AGAINST ABSTAIN
|_| |_| |_|
Proposal III: APPOINTMENT OF INDEPENDENT AUDITORS
FOR AGAINST ABSTAIN
|_| |_| |_|
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.
Please check here if you expect to attend the
Annual Meeting of Shareholders. |_|
Signature(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.
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^ FOLD AND DETACH HERE ^
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.
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Internet
http://www.proxyvoting.com/ANAD
Use the Internet to vote your proxy. Have your proxy card in hand when you
access the web site. You will be prompted to enter your control number, located
in the box below, to create and submit an electronic ballot.
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OR
- --------------------------------------------------------------------------------
Telephone
1-800-840-1208
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter your control number, located in the
box below, and then follow the directions given.
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OR
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Mail
Mark, sign and date
your proxy card
and return it in the
enclosed postage-paid
envelope.
- --------------------------------------------------------------------------------
If you vote your proxy by Internet or by telephone,
you do NOT need to mail back
your proxy card.