8-K 1 new8k1101.txt PRESS RELEASE NOVEMBER 21, 2001 WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2001 ANADIGICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-25662 22-2582106 (State Or Other (Commission (IRS Employer Jurisdiction Of File Number) Identification No.) Incorporation) 141 Mt. Bethel Road, Warren, New Jersey 07059 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (908) 668-5000 Item 5. Other Events. The Company disseminated the attached press release on November 21, 2001, announcing its agreement to sell $75 million aggregate principal amount of 5.00% Convertible Senior Notes due November 15, 2006. Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release of the Company dated November 21, 2001, announcing its agreement to sell $75 million aggregate principal amount of 5.00% Convertible Senior Notes due November 15, 2006. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ANADIGICS, INC. By: /s/ Thomas C. Shields -------------------------- Name: Thomas C. Shields Title: Senior Vice President and Chief Financial Officer Date: November 21, 2001 EXHIBIT INDEX 99.1 Press Release of the Company dated November 21, 2001, announcing its agreement to sell $75 million aggregate principal amount of 5.00% Convertible Senior Notes due November 15, 2006. EXHIBIT 99.1 FOR: ANADIGICS, INC. 141 Mt. Bethel Road Warren, NJ 07059 908-668-5000 CONTACT: Thomas Shields Chief Financial Officer 908-412-5995 Richard Hantke Director, Investor Relations 908-791-6043 MEDIA CONTACT: Tim Blanke Corporate Communications Mgr. 908-668-5000 ANADIGICS ANNOUNCES AGREEMENT TO SELL $75 MILLION OF CONVERTIBLE SENIOR NOTES WARREN, NJ--November 21, 2001--ANADIGICS, Inc. (Nasdaq: ANAD) today announced that it has entered into an agreement for the sale of $75 million of 5.00% Convertible Senior Notes due November 15, 2006 (the "Notes") ($100 million if the over-allotment option is exercised in full) through a Rule 144A offering to qualified institutional buyers. These Notes will be convertible into ANADIGICS common stock, at the option of the holder, at a price equal to $21.00 per share, subject to adjustment in certain circumstances. The Notes will bear an interest rate of 5.00% per annum, will have a five-year term, and will be redeemable by ANADIGICS any time on or after November 15, 2004. ANADIGICS has agreed to file a registration statement for the resale of the Notes and the shares of common stock issuable upon conversion of the Notes within 90 days after the closing of the offering. The offering is expected to close on November 27, 2001, subject to certain closing conditions. The Notes and the common stock issuable upon conversion of the Notes have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States, absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933, as amended.