S-8

ANADIGICS - S-8 - May 30, 2008

As filed with the Securities and Exchange Commission on May 30, 2008                                                                                                                                          Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

ANADIGICS, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	22-2582106 (I.R.S. Employer Identification No.)
141 Mt. Bethel Road, Warren, New Jersey 07059 (Address of Principal Executive Offices) (Zip Code)

AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

AMENDED AND RESTATED 2005 LONG-TERM INCENTIVE AND SHARE AWARD PLAN

(Full title of the plan)

Bami Bastani

Chief Executive Officer and President

ANADIGICS, Inc.

141 Mt. Bethel Road

Warren, New Jersey 07059

(Name and address of agent for service)

(908) 668-5000

(Telephone number, including area code, of agent for service)

With a Copy to:

Stephen A. Greene, Esq.

Cahill Gordon & Reindel llp

80 Pine Street

New York, New York 10005

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.

Large accelerated filer                                                                                       [x]                      Accelerated filer

Non-accelerated filer                                                                                         (Do not check if a smaller reporting company)Smaller reporting company

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(2)			Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock (par value $0.01 per share)(1)		6,100,000	(3)	$	11.27	(5)	$	68,747,000	$	2,701.76
		1,500,000	(4)	$	11.27	(5)	$	16,905,000	$	664.37
Total:		7,600,000					$	85,652,000	$	3,366.13

(1) Includes the associated preferred stock purchase rights associated with the Common Stock under the Registrant’s Shareholder Rights Agreement.

(2) Includes an indeterminate number of securities that may be issuable by reason of stock splits, stock dividends or similar transactions, in accordance with Rule 416 under the Securities Act of 1933, as amended.

(3) Represents the maximum number of additional shares which may be issued under the Amended and Restated 2005 Long-Term Incentive and Share Award Plan (the “2005 Plan”).  The current registration will increase the total number of shares registered under the 2005 Plan to 11,550,000.

(4) Represents the maximum number of additional shares which may be issued upon the exercise of options granted under the Amended and Restated Employee Stock Purchase Plan (the “ESPP”).  The current registration will increase the total number of shares registered under the ESPP to 4,193,750.

(5) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h)(1), based on an exercise price equal to the average of the high and low price per share of the Registrant’s Common Stock on May 27, 2008 as reported on the Nasdaq Stock Market.

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EXPLANATORY NOTE

ANADIGICS, Inc. (“Anadigics” or the “Registrant”) has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, to register an additional (i) 6,100,000 shares of common stock authorized for issuance under the Registrant’s Amended and Restated 2005 Long Term Incentive and Stock Award Plan (the “2005 Plan”) and (ii) an additional 1,500,000 shares of common stock authorized for issuance under the Registrant’s Amended and Restated Employee Stock Purchase Plan (“ESPP”).  This Registration Statement will increase the number of shares registered under the 2005 Plan and the ESPP to 11, 550,000 shares and 4,193,750 shares, respectively.

A registration statement on Form S-8 (File No. 333-91750) was filed with the Securities and Exchange Commission (the “Commission”) on May 1, 1995 covering the registration of 375,000 (subsequently adjusted to 843,750 shares to give effect to two three-for-two stock splits) shares authorized for issuance under the ESPP.  A registration statement on Form S-8 (File No. 333-63836) was filed with the Commission on June 26, 2001 covering the registration of 850,000 additional shares authorized for issuance under the ESPP.  A registration statement on Form S-8 (File No. 333-125971) was filed with the Commission on June 20, 2005 covering the registration of 2,700,000 shares authorized for issuance under the 2005 Plan and 1,000,000 additional shares authorized for issuance under the ESPP.  A registration statement on Form S-8 (File No. 333-136280) was filed with the Commission on August 3, 2006, covering the registration of an additional 2,750,000 shares authorized for issuance under the 2005 Plan.  Pursuant to General Instruction E of Form S-8, the contents of the foregoing registration statements on Form S-8 are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents have been filed by ANADIGICS, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) and are hereby incorporated by reference in this Registration Statement:

(1) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007.

(2) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2008.

(3) The Registrant’s Current Report on Form 8-K filed with the Commission on May 16, 2008.

(4) The Registrant’s Current Report on Form 8-K filed with the Commission on January 22, 2008.

(5) The Registrant’s Current Report on Form 8-K/A filed with the Commission on January 8, 2008.

(6) The Registrant’s Current Report on Form 8-K filed with the Commission on January 8, 2008.

(7) The Registrant’s description of its common stock, par value $0.01 (the “Common Stock”) incorporated by reference from its Registration Statement of Form 8-A, filed with the Commission March 8, 1995, including any amendment or report filed for the purpose of updating such description.

(8) The Registrant’s description of its preferred share purchase rights contained in its Registration Statement on Form 8-A12G/A filed with the Commission on September 9, 1999.

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents.

ITEM 4.                      DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5.                      INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

ITEM 6.                      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Pursuant to authority conferred by Section 102 of the Delaware General Corporation Law (the “DGCL”), the Registrant’s Certificate of Incorporation contains a provision providing that no director of the Registrant shall be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the Registrant or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) unlawful payment of dividends as provided in Section 174 of the DGCL and (iv) any transaction from which the director derived an improper personal benefit.  This provision is intended to eliminate the risk that a director might incur personal liability to the Registrant or its stockholders for breach of the duty of care.  The Certificate of Incorporation also provides that if Delaware law is amended to eliminate or limit further the liability of directors, then the liability of a director of the Registrant shall be eliminated or limited, without further stockholder action.

Section 145 of the DGCL contains provisions permitting and, in some situations, requiring Delaware corporations, such as the Registrant, to provide indemnification to their officers and directors for losses and litigation expenses incurred in connection with their service to the corporation in those capacities.  The By-Laws of the Registrant contain such a provision requiring indemnification by the Registrant of its directors and officers to the fullest extent permitted by law, as the law may be amended from time to time.

The Registrant maintains directors’ and officers’ liability insurance which provides for payment, on behalf of the directors and officers of the Registrant and its subsidiaries, of certain losses of such persons (other than matters uninsurable under law) arising from claims, including claims arising under the Securities Act of 1933, as amended, for acts or omissions by such persons while acting as directors or officers of the Registrant and/or its subsidiaries, as the case may be.

ITEM 7.                      EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.                      EXHIBITS

The following exhibits are filed as part of this Registration Statement:

3.1 Amended and Restated Certificate of Incorporation of Anadigics, Inc. (incorporated by reference from the Company’s Registration Statement on Form S-8 (File No. 333-91750) dated May 1, 1995)

3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Anadigics, Inc. (incorporated by reference from the Company’s Registration Statement on Form S-8 (File No. 333-32533) filed with the Commission on July 31, 1997).

4.1 Amended and Restated 2005 Long-Term Incentive and Share Award Plan (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the Commission on May 16, 2008).

4.2 Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 16, 2008).

5.1 Opinion of Cahill Gordon & Reindel LLP*

23.1 Consent of J.H. Cohn LLP*

23.2 Consent of Ernst & Young LLP*

23.3 Consent of Cahill Gordon & Reindel LLP (included in Exhibit 5.1)*

24.1 Power of Attorney (set forth on the signature pages to this Registration Statement)*

* Filed herewith.

ITEM 9.                      UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:  (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement(or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement to the extent that such information required to be included by clauses (i) and (ii) is not contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the Securities Act of 1993, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Warren, State of New Jersey on May 30, 2008.

ANADIGICS, INC.

By:                  /s/ Bami Bastani

Name:            Bami Bastani

Title:              Chief Executive Officer and President

EXHIBIT INDEX

Exhibit No.		Exhibit
3.1(a)	–	Amended and Restated Certificate of Incorporation of Anadigics, Inc..
3.2(b)	–	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Anadigics, Inc..
4.1(c)	–	Amended and Restated 2005 Long-Term Incentive and Share Award Plan.
4.2(d)	–	Amended and Restated Employee Stock Purchase Plan.
5.1	–	Opinion of Cahill Gordon & Reindel LLP.
23.1	–	Consent of J.H. Cohn LLP.
23.2	–	Consent of Ernst & Young LLP.
23.3		Consent of Cahill Gordon & Reindel llp (included in Exhibit 5.1)
24.1	–	Power of Attorney (included in the signature pages to this Registration Statement).

______________________

(a) Incorporated by reference from the Company’s Registration Statement on Form S-8 (File No. 333-91750) dated May 1, 1995.

(b) Incorporated by reference from the Company’s Registration Statement on Form S-8 (File No. 333-32533) filed with the Commission on July 31, 1997.

(c) Incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the Commission on May 16, 2008.

(d) Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 16, 2008.

EX-5.1

Exhibit 5.1

Opinion of Cahill Gordon & Reindel LLP

May 30, 2008

ANADIGICS, Inc.

141 Mt. Bethel Road

Warren, New Jersey  07059

Ladies and Gentlemen:

We have acted as counsel to ANADIGICS, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to (i) up to 6,100,000 shares of Common Stock, par value $.01 per share (the “Common Stock”), of the Company reserved for issuance under the Company’s Amended and Restated 2005 Long-Term Incentive and Share Award Plan (the “2005 Plan”) and (ii) up to 1,500,000 shares of Common Stock of the Company reserved for issuance under the Company’s Amended and Restated Employee Stock Purchase Plan (the “ESPP”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We wish to advise you that in our opinion the shares of Common Stock covered by the aforesaid Registration Statement, when issued pursuant to the 2005 Plan or the ESPP (assuming that the exercise price with respect to options will in every case be not less than the par value of such shares), will be legally issued, fully paid and nonassessable and no personal liability will be attached to the ownership thereof.

In rendering this opinion we express no opinion as to the laws of any jurisdiction other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the aforesaid Registration Statement.

Very truly yours,

/s/ Cahill Gordon & Reindel LLP

EX-23.1

Exhibit 23.1

Consent of J.H. Cohn LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of ANADIGICS, Inc. of our report dated February 27, 2007, with respect to the consolidated balance sheet of ANADIGICS, Inc. as of December 31, 2006 and the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the years in the two year period then ended and the information for each of the years in the two year period then ended included in the related financial statement schedule of ANADIGICS, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2007.

/s/ J.H. Cohn LLP

Roseland, New Jersey

May 30, 2008

EX-23.2

Exhibit 23.2

Consent of Ernst & Young LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated Employee Stock Purchase Plan and the Amended and Restated 2005 Long-Term Incentive and Share Award Plan of ANADIGICS, Inc. of our reports dated February 29, 2008, with respect to the consolidated financial statements and schedule of ANADIGICS, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2007, and the effectiveness of internal control over financial reporting of ANADIGICS, Inc. filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

MetroPark, New Jersey

May 30, 2008

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes Bami Bastani and Thomas C. Shields, or either of them, as attorneys-in-fact, with full power of substitution, to execute in the name and on behalf of such person, individually and in each capacity stated below, and to file, any and all amendments to this Registration Statement, including any and all post-effective amendments.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Bami Bastani Bami Bastani	CEO and President; Director	May 30, 2008
/s/ Thomas C. Shields Thomas C. Shields	Executive Vice President and CFO; (Principal Financial and Accounting Officer)	May 30, 2008
/s/ Paul S. Bachow Paul S. Bachow	Director	May 30, 2008
/s/ Gilles Delfassy Gilles Delfassy	Director	May 30, 2008
/s/ David Fellows David Fellows	Director	May 30, 2008
/s/ Harry T. Rein Harry T. Rein	Director	May 30, 2008
/s/ Ronald Rosenzweig Ronald Rosenzweig	Director	May 30, 2008
/s/ Lewis Solomon Lewis Solomon	Director	May 30, 2008