8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION 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): December 4, 2000 ANADIGICS, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-25662 22-2582106 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 35 Technology Drive Warren, New Jersey 07059 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (908) 668-5000 -------------------------------------------------------------------------------- Registrant's telephone number, including area code None -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events. On November 30, 2000, ANADIGICS, Inc. (the "Company") entered into Amendment No. 1 ("Amendment No. 1") to the Company's Shareholder Rights Agreement dated as of December 17, 1998 (the "Rights Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. Amendment No. 1 amends the definition of "Substantial Block" to increase the number of shares of voting stock from 15% to 18% or more of the aggregate voting power of all outstanding shares of the Company's voting stock. A copy of Amendment No. 1 is filed herewith as Exhibit 3.5 and incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibits are filed herewith and incorporated herein by reference: 3.5 Amendment No. 1 dated as of November 30, 2000, to the Company's Rights Agreement dated as of December 17, 1998. 2 SIGNATURES 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 thereunto duly authorized. ANADIGICS, INC. Date: December 4, 2000 By: /s/ Thomas C. Shields ----------------------------------------- Name: Thomas C. Shields Title: Chief Financial Officer 3 EXHIBIT INDEX Number Description 3.5 Amendment No. 1 dated as of November 30, 2000, to the Company's Shareholder Rights Agreement dated as of December 17, 1998. 4