-----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, AlHBd3tnRfFOgYQMLixv1RVzXjBHMqveWjrIOQ+qudoExoxVlG4ywhHhioeqWF/S C4Srkgvr7L33p6ub/OGT9w== 0000950162-00-001329.txt : 20001205 0000950162-00-001329.hdr.sgml : 20001205 ACCESSION NUMBER: 0000950162-00-001329 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001204 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001204 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25662 FILM NUMBER: 782847 BUSINESS ADDRESS: STREET 1: 35 TECHNOLOGY DR CITY: WARREN STATE: NJ ZIP: 07059 BUSINESS PHONE: 9086685000 MAIL ADDRESS: STREET 1: 35 TECHNOLOGY DRIVE CITY: WARREN STATE: NJ ZIP: 07059 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 EX-3.5 2 0002.txt AMEND. NO. 1 TO THE SHAREHOLDER RIGHTS AGREEMENT AMENDMENT NO. 1 TO THE SHAREHOLDER RIGHTS AGREEMENT OF ANADIGICS, INC. This Amendment No. 1 (the "Amendment") to the Rights Agreement dated as of December 17, 1998 (the "Rights Agreement") between ANADIGICS, INC., a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company, as Rights Agent, is entered into as of November 30, 2000. Unless the context indicates otherwise, capitalized terms used without definition herein shall have the meanings ascribed to such terms in the Rights Agreement. W I T N E S S E T H : WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company desires to amend the Rights Agreement to amend the definition of "Substantial Block"; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: Section 1. Amendment of Section 1. The definition of "Substantial Block" within Section 1 of the Rights Agreement is amended to read in its entirety as follows: "Substantial Block" shall mean a number of shares of the Voting Stock which has 18% or more of the aggregate voting power of all outstanding shares of Voting Stock." Section 2. Effectiveness. This Amendment shall be deemed effective as of the date first above written, as if executed on such date. Except as amended hereby, the Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. Section 3. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and con- -2- strued in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State except that the rights, duties and obligations of the Rights Agent under this Amendment shall be governed by and construed in accordance with the laws of the State of New York. Section 4. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Section 5. Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. S-1 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. ANADIGICS, INC. By: /s/ Thomas C. Shields --------------------------------- Name: Thomas C. Shields Title: Chief Financial Officer CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: /s/ Robert G. Scott --------------------------------- Name: Robert G. Scott Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----