-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UU10NtaPXEDQER28bl55UQStPuSyHyF/2vW+6Mp4D/lMHv/j4g7vEnExeDtKxOwT 4cZIAQlr7D8Qz2YkDnwBvw== 0000940332-10-000036.txt : 20101227 0000940332-10-000036.hdr.sgml : 20101224 20101021131130 ACCESSION NUMBER: 0000940332-10-000036 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANADIGICS INC CENTRAL INDEX KEY: 0000940332 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 222582106 STATE OF INCORPORATION: DE FISCAL YEAR END: 0122 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 141 MT. BETHEL ROAD CITY: WARREN STATE: NJ ZIP: 07059 BUSINESS PHONE: 9086685000 MAIL ADDRESS: STREET 1: 141 MT. BETHEL ROAD CITY: WARREN STATE: NJ ZIP: 07059 CORRESP 1 filename1.htm secresponse10212010.htm
October 21, 2010
 
Via U.S. Mail and Facsimile

Russell Mancuso
Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 3030 
Washington, D.C. 20549
 
 
 
 
Re:
ANADIGICS, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 12, 2010
File No. 000-25662
 
Dear Mr. Mancuso:
 
ANADIGICS, Inc. (the “Company”) has received your letter dated October 14, 2010 (the “Comment Letter”) setting forth the comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) relating to the Form 10-K for the fiscal year ended December 31, 2009 (the “Form 10-K”), filed by the Company with the Commission.
 
The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the Form 10-K.  The Company acknowledges that comments of the Staff regarding the Form 10-K or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to such filings.  The Company also acknowledges that the Staff’s comments may not be asserted by the Company as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 
For your convenience, we have reproduced each comment from the Comment Letter (in bold) immediately before the Company’s response.
 
Item 11. Executive Compensation

1.
It appears from your response to prior comment 2 that the assessment you noted related only to compensation programs for your “executives”.  Therefore, since it appears you did not consider compensation practices and policies for all employees, it is unclear how the limited assessment you cite enables you to conclude that no disclosure is required pursuant to Regulation S-K, Item 402(s).  Please expand your response accordingly.

 
RESPONSE:

As reflected in our initial response letter of September 15, 2010, the Company’s Compensation Committee and its independent compensation consultant conducted a review of all the Company’s compensation plans affecting all employees, not just the executive employees. While we referenced “executives” in the first paragraph of Item 2 of our October 5, 2010 letter, the evaluation applied to all risks across the programs, i.e. to all employees.

Compensation Discussion and Analysis

2.
We note the qualification in the second sentence of your response to prior comment 3.  Please expand to clarify why you will disclose historical targets and your related performance, only when those targets and performance have been previously disclosed.   It is unclear why you believe competitive harm is likely to result by disclosing historical targets that have not been publicly disclosed.  Also expand your response to clarify where in the second paragraph of your response you disclosed the financial targets for completed periods.
 


RESPONSE:

The qualification in our response referred to the historic target goals which will have been completed and disclosed in the Company’s Annual Report on Form 10-K and its Quarterly Report on Form 10-Q for the second quarter of the year prior to the filing of our Proxy Statement.  Consequently, we will in future Proxy Statement filings disclose those historical targets and the performance related to those Targets.
 
The financial targets for the first and second half of 2009 were:  Revenue - $66.8 million; $76.4 million; Adjusted Earnings - ($18.6) million; ($5.2) million; and Cash from Operations - ($14.0) million; ($7.1) million.  The actual results achieved in the first and second half of 2009 were:  Revenue - $62 million; $78.5 million; Adjusted Earnings - ($14.6) million; $400,000; Cash from Operations - ($14.1) million; $4.4 mi llion.

 
Sincerely,
 
ANADIGICS, Inc.
 
 
By:           /s/ Thomas C. Shields
 
Thomas C. Shields
Executive Vice President and Chief Financial Officer


cc:           Stephen A. Greene
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