S-8

Anadigics - S-8 - March 5, 2009

As filed with the Securities and Exchange Commission on March 5, 2009                                                                                                                                                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)

SHARE OPTION AGREEMENT

(Full title of the plan)

Mario A. Rivas

President and Chief Executive Officer

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

--

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                                                                                                             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)	700,000(3)	$2.03	$1,421,000	$55.85

(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 shares of Common Stock issuable to Mr. Rivas upon the exercise of options granted to Mr. Rivas under the Share Option Agreement between Anadigics, Inc. and Mario Rivas pertaining to the grant of options for the purchase of 700,000 shares of Common Stock (the “CEO Option Agreement”).

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 700,000 shares of the Company’s Common Stock issuable to Mr. Rivas under the CEO Option Agreement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents have been filed by 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, 2008.

(2) The Registrant’s Current Report on Form 8-K filed with the Commission on January 15, 2009.

(3) The Registrant’s Current Report on Form 8-K filed with the Commission on January 30, 2009.

(4) 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.

(5) The Registrant’s description of its preferred share purchase rights contained in its Registration Statement on Form 8-A12G filed with the Commission on October 2, 2008.

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 the Company, together with all amendments thereto. Filed as an exhibit to the Company's Registration Statement on Form S-3 (Registration No. 333-75040), and incorporated herein by reference.

3.2 Amended and Restated By-laws of the Company. Filed as an exhibit to the Company's current report on Form 8-K dated January 22, 2008, and incorporated herein by reference.

4.1 Rights Agreement dated as of December 17, 1998 between the Company and Chase Mellon Shareholder Services L.L.C., as Rights Agent. Filed as an exhibit to the Company’s Current Report on Form 8-K dated December 17, 1998, and incorporated herein by reference.

4.2 Amendment No. 1 dated as of November 30, 2000 to the Rights Agreement dated as of December 17, 1998 between the Company and Chase Mellon Shareholder Services L.L.C., as Rights Agent. Filed as an exhibit to the Company’s Current Report on Form 8-K dated December 4, 2000, and incorporated herein by reference.

4.3 Amendment No. 2 dated as of October 2, 2008, to the Rights Agreement, dated as of December 17, 1998, as amended as of November 30, 2000, between the Company and Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.).  Filed as an exhibit to the Company’s Form 8-A filed on October 2, 2008 and incorporated herein by reference.

4.4 Share Option Agreement between Anadigics, Inc. and Mario Rivas pertaining to the grant of options for the purchase of 700,000 shares of Common Stock.*

5.1 Opinion of Cahill Gordon & Reindel llp1

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*

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.

 

1 Filed herewith.

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 March 5, 2009.

ANADIGICS, INC.

By:                  /s/ Thomas C. Shields

Name:                Thomas C. Shields

Title:                  Executive Vice President and Chief FinancialOfficer

EXHIBIT INDEX

3.1 Amended and Restated Certificate of Incorporation of the Company, together with all amendments thereto. Filed as an exhibit to the Company's Registration Statement on Form S-3 (Registration No. 333-75040), and incorporated herein by reference.

3.2 Amended and Restated By-laws of the Company. Filed as an exhibit to the Company's current report on Form 8-K dated January 22, 2008, and incorporated herein by reference.

4.1 Rights Agreement dated as of December 17, 1998 between the Company and Chase Mellon Shareholder Services L.L.C., as Rights Agent. Filed as an exhibit to the Company’s Current Report on Form 8-K dated December 17, 1998, and incorporated herein by reference.

4.2 Amendment No. 1 dated as of November 30, 2000 to the Rights Agreement dated as of December 17, 1998 between the Company and Chase Mellon Shareholder Services L.L.C., as Rights Agent. Filed as an exhibit to the Company’s Current Report on Form 8-K dated December 4, 2000, and incorporated herein by reference.

4.3 Amendment No. 2 dated as of October 2, 2008, to the Rights Agreement, dated as of December 17, 1998, as amended as of November 30, 2000, between the Company and Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.).  Filed as an exhibit to the Company’s Form 8-A filed on October 2, 2008 and incorporated herein by reference.

4.4 Share Option Agreement between Anadigics, Inc. and Mario Rivas pertaining to the grant of options for the purchase of 700,000 shares of Common Stock.*

5.1 Opinion of Cahill Gordon & Reindel llp2

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

 

2 Filed herewith.

EX-4.4

Exhibit 4.4

ANADIGICS, INC.

SHARE OPTION AGREEMENT

AGREEMENT, made and entered into on the date set forth on Exhibit A attached hereto (“Exhibit A”) by and between ANADIGICS, Inc. (the “Company”) and the person designated as the Optionee on Exhibit A hereto (the “Optionee”).

WHEREAS, the Optionee has entered into an Employment Agreement with the Company dated January 15, 2009 (the “Employment Agreement”);

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for the good and valuable consideration, the Company and the Optionee agree as follows:

(a)           Grant.  Pursuant to the provisions of the Employment Agreement the terms of which are incorporated herein by reference, the Company hereby grants to the Optionee the right and option (the “Option”) to purchase the number of shares of common stock ($.0l par value) of the Company (the “Shares”) indicated on Exhibit A hereto.  The Option is granted as of the date designated the “date of grant” on Exhibit A hereto (the “Date of Grant”) and such grant is subject to the terms and conditions herein.  Such Option shall not be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

(b)           Purchase Price.  Except as otherwise provided in paragraph (h) below, the purchase price of  each Share subject to the Option shall be the amount designated the “option price per share” on Exhibit A hereto (the “Option Price”) payable in full upon exercise of the Option.

(c)           Term of Option.  The Option may be exercised only during the period commencing on the Date of Grant and continuing through 10 years from the date of grant (the “Option Period”).  The Optionee’s exercise rights during the Option Period shall be subject to limitations as hereinafter provided and shall be subject to sooner termination in the event of death, disability or other termination of employment, as provided below.  At the end of the Option Period or, if earlier, the termination of the period of exercisability as provided in paragraph (e), below, the Option shall terminate.

(d)           Exercisability . Except as otherwise provided in paragraph (e), below, the Option shall become exercisable and the Optionee shall be entitled to exercise the Option at the time or times set forth in Exhibit A hereto.

(e)           Termination.

(i)          (A) Death or Disability.  In the event the Optionee’s employment with the Company is terminated pursuant to Section VI.A of the Optionee’s Employment Agreement, all of his Options shall become fully exercisable at the time of such termination and may be exercised by the estate or other legal representative of the Optionee during the period ending three months following the month in which the Optionee’s termination occurs (but not beyond the Option Period).

(B)          Death after Service.  In the event the Optionee dies after termination of his employment with the Company for any of the reasons described in paragraph (e)(i) - (iii), hereof, at a time when all or a portion of the Option remains exercisable, the estate or other legal representative of the Optionee shall be entitled, during the period ending ninety (90) days following the date of the Optionee’s death (but not beyond the Option Period), to exercise that percentage of the Option that the Optionee could have exercised immediately prior to his death.

(ii)          Termination For Cause or Resignation Not for Good Reason.  If the Optionee’s employment by the Company is terminated pursuant to Section VI.B of the Employment Agreement, his Option, to the extent exercisable at the time of such termination of employment, may be exercised during the period ending ninety (90) days after the date of termination of employment (but not beyond the Option Period).

(iii)          Termination Without Cause or Termination for Good Reason.  If the Optionee’s employment by the Company is terminated pursuant to Section VI.C of the Employment Agreement, his Option shall become fully exercisable at the time of such termination of employment, may be exercised during the period ending three hundred sixty (360) days after the date of  termination of employment (but not beyond the Option Period).

(iv)          Forfeiture.  That portion of the Option which remains unexercisable following a termination of the Optionee’s service as described in paragraph (e) (ii), above, shall be forfeited.

(f)           Exercise of Option.  In order to exercise the Option, the Optionee shall submit to the Company or its designated agent an instrument in writing specifying the number of Shares in respect of which the Option is being exercised, accompanied by payment in a manner acceptable to the Company, of the Option Price of the Shares in respect of which the Option is being exercised.  Shares shall then be issued by the Company and a share certificate delivered to the Optionee; provided, however, that the Company shall not be obligated to issue any Shares hereunder if the issuance of such Shares would violate the provisions of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Shares may be issued without resulting in such violation of law.

(g)           No Rights of Shareholder.  The Optionee shall not, by virtue of the Option, be entitled to any rights of a shareholder of the Company, either at law or equity, and the grant of the Option shall not confer on the Optionee any right with respect to continuance of his or her service with the Company nor shall such grant interfere in any way with the right of the Company to terminate the Optionee’s service at any time.

(h)           Recapitalizations, Dividends, and Adjustments.  In the event that the Committee shall determine that any dividend in Shares, recapitalization, Share split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, extraordinary distribution or other similar corporate transaction or event, affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of the Optionee hereunder, then the Committee shall make such equitable changes or adjustments as it deems appropriate and, in such manner as it may deem equitable, (A) adjust any or all of (i) the number and kind of Shares other securities or other consideration issued or issuable on exercise of the Option and (ii) the exercise price of the Option or (B) provide for a distribution of cash or property in respect of the Option.

(i)           Nontransferability.  The Option shall not be transferable by the Optionee except by will or the laws of descent and distribution, and it shall be exercisable during the lifetime of the Optionee only by the Optionee or his or her guardian or legal representative.

(j)           Withholding.  The Optionee agrees to make appropriate arrangements with the Company or its designated agent for satisfaction of any applicable tax withholding requirements, or similar requirements, arising out of this Agreement.

(k)           References.  References herein to rights and obligations of the Optionee shall apply where appropriate, to the Optionee’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Agreement.

(l)           Notice.  Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, or by fax duly addressed to the party concerned at the address (and fax number) indicated below or to such changed address (or fax number) as such party may subsequently by similar process give notice of:

If to the Company:

141 Mt. Bethel Road

Warren, NJ 07059

If to the Optionee:

At the address and fax number indicated on Exhibit A hereto.

(m)           Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to the principles of conflict of laws.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on February 1, 2009.

ANADIGICS, INC.

By: /s/ Thomas Shields

 Thomas Shields, Executive Vice President

OPTIONEE

By: /s/ Mario A. Rivas

 Mario A. Rivas

Exhibit A

Optionee: Mario A. Rivas

Grant: Option to purchase seven hundred thousand (700,000) shares of Common Stock of the Company.

Date of Grant: February 1, 2009

Option Price Per Share: $2.03 per share

Exercisable: Option becomes exercisable pursuant to the following schedule:

two hundred fifty thousand (250,000) shares on February 1, 2011

four hundred fifty thousand (450,000) shares on February 1, 2012

EX-5.1

Exhibit 5.1

Opinion of Cahill Gordon & Reindel LLP

March 5, 2009

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 up to 700,000 shares of Common Stock, par value $.01 per share, of the Company reserved for issuance under the Share Option Agreement between the Company and Mario Rivas (the “CEO Option Agreement”).

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 CEO Option Agreement (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 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 statements of operations, comprehensive loss, stockholders’ equity and cash flows of ANADIGICS, Inc. for the year ended December 31, 2006 and the information for the year ended December 31, 2006 included in the related financial statement schedule of ANADIGICS, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2008.

/s/ J.H. Cohn LLP

Roseland, New Jersey

March 4, 2009

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Share Option Agreement between ANADIGICS, Inc. and Mario A. Rivas dated February 1, 2009 of our reports dated February 27, 2009, 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, 2008, 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

March 3, 2009

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes Thomas C. Shields as attorney-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/ Mario A. Rivas Mario A. Rivas	President and Chief Executive Officer; Director	March 5, 2009
/s/ Thomas C. Shields Thomas C. Shields	Executive Vice President and Chief Financial Officer; (Principal Financial and Accounting Officer)	March 5, 2009
/s/ Gilles Delfassy Gilles Delfassy	Chairman of the Board of Directors; Director	March 5, 2009
/s/ Paul Bachow Paul Bachow	Director	March 5, 2009
/s/ David Fellows David Fellows	Director	March 5, 2009
/s/ Harry Rein Harry Rein	Director	March 4, 2009
/s/ Ronald Rosenzweig Ronald Rosenzweig	Vice Chairman of the Board of Directors Director	March 4, 2009
/s/ Lewis Solomon Lewis Solomon	Director	March 5, 2009