8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): January 1, 2007

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ANADIGICS, INC.

(Exact name of registrant as specified in its charter)

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Delaware	0-25662	22-2582106
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

141 Mt. Bethel Road, Warren, New Jersey	07059
(Address of principal executive offices)	(zip code)

Registrant’s telephone number, including area code: (908) 668-5000

Not Applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(c)The Board of Directors of Anadigics, Inc. (the “Company”) appointed Mr. Ron Michels as Senior Vice President - Broadband, and Dr. Ali Khatibzadeh, as Senior Vice President - Wireless, of the Company, both appointments as executive officers became effective on January 1, 2007.

Mr. Michels, age 53, has served in several managerial positions relating to the Company’s Broadband products since joining Anadigics in October 1987. Prior to joining Anadigics, Mr. Michels held various engineering and management positions in Lockheed Electronics, New Jersey Public Broadcasting and K & M Broadcasting. He received his Bachelors degree from New Jersey Institute of Technology.

Dr. Khatibzadeh, age 46, has served in a managerial position relating to the Company’s Wireless products since joining Anadigics in March 2000. Prior to joining Anadigics, Dr. Khatibzadeh held various management positions in LM Ericsson AB and Texas Instruments. He received his B.S., M.S. and Ph.D. degrees from North Carolina State University.

There are no family relationships between either Mr. Michels or Dr. Khatibzadeh and any director or other executive officer of the Company.

Copies of the amended and restated employment agreements of Mr. Michels and Dr. Khatibzadeh are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(c)Exhibits

Exhibit No.	Description
10.1	Amended and Restated Employment Agreement between Ron Michels and the Company as amended through January 17, 2006.
10.2	Amended and Restated Employment Agreement between Ali Khatibzadeh and the Company as amended through January 17, 2006.

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 hereunto duly authorized.

Date:January 5, 2007

ANADIGICS, Inc.

By:  /s/ Thomas C. Shields   

        Name:  Thomas C. Shields

        Title:    Executive Vice President and Chief

                     Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amended and Restated Employment Agreement between Ron Michels and the Company as amended through January 17, 2006.
10.2	Amended and Restated Employment Agreement between Ali Khatibzadeh and the Company as amended through January 17, 2006.

EX-10.1

Exhibit 10.1

Mr. Ron Michels VP, Cable & Broadcast Products   25 July 2000, as amended by January 17, 2006 amendment of paragraph 3  

Subject: Employment Agreement

Dear Ron,

The Board of Directors discussed in February and approved on 24 May 2000 entering into employment agreements with the executives of the Company. This agreement is made and entered into effective as of the 25^th day of July 2000, by and between ANADIGICS, Inc. a Delaware corporation (the “Corporation”), and Ron Michels, an executive employee of the Corporation.

In order for the Corporation to attract and retain as executives and officers the most capable persons available, the Corporation and executive employee do hereby agree as follows:

1.   Employment with the Corporation is at-will and may be terminated at any time with or without cause or notice by the executive employee or the Corporation. No person is authorized to provide any employee with an employment contract or special arrangement concerning terms or conditions of employment unless the contract or arrangement is in writing and signed by the Chief Executive Officer of the Corporation.

2.   In addition to the provisions set forth in this document, the executive employee’s employment will be governed by the policies and procedures outlined in the Employee Handbook, as amended from time to time.

3.   In the event you are terminated at any time by the Corporation without “Cause” (as defined below) or in the event of a “Change in Control” (as defined in Annex A hereto) which results in either the involuntary termination without Cause of your employment with the Corporation or your voluntary resignation from the Corporation due to a reduction in responsibilities and duties associated with your position, or reduction in compensation (base salary, plus bonus at target) without your prior express written consent, the Corporation agrees that following such termination without Cause or such termination following a Change in Control you shall receive (a) an amount equal to 150% of the sum of (1) the highest annualized rate of your base salary in effect at any point during the twelve months preceding the date of termination of employment under this Agreement, plus (2) your bonus at target of 90% of the highest annualized rate of your base salary in effect at any point during the twelve months preceding the date of termination of employment under this Agreement; (b) payment of the semi-annual bonus (at 100% of target prorated for the number of months worked in that period), to be paid within thirty (30) days from the date of termination of your employment under this Agreement; (c) continuation of all current medical and dental insurance benefits until the first to occur of one year from the date of termination of employment under this Agreement or the commencement of employment at another employer offering similar benefits; (d) executive outplacement services for up to six months; and (e) immediate vesting of all stock options and shares of restricted stock previously or hereafter granted under the Corporation’s 2005 Long Term Incentive and Share Award Plan, 1997 Long

Term Incentive and Share Award Plan for Employees, and 1995 Long Term Incentive and Share Award Plan, as the same may be amended from time to time, to the extent such stock options or shares of restricted stock have not vested as of such date; any such options shall continue to be exercisable, with respect to options granted prior to October 31, 1998 for 90 days, and for options granted subsequent to October 31, 1998, for twelve (12) months following the date of involuntary or voluntary termination of employment under this Agreement as described above, but not beyond the original term of the option. For purposes of this Section 3:

“Cause” shall mean (w) unauthorized use or disclosure of confidential information of the Corporation in violation of Section 4(c) hereof; (x) conviction of, or a plea of “guilty” or “no contest” to, a felony under the laws of the United States of America or any state thereof; (y) embezzlement or misappropriation of the assets of the Corporation; or (z) misconduct or gross negligence in the performance of duties assigned to the executive employee under this Agreement.

Payment of any compensation and benefits under your Employment Agreement as amended is contingent upon execution of the ANADIGICS standard Separation and Release Agreement between the Company and the Executive at the time of termination of employment.

4.  

(a)   During your employment with the Corporation, you may not perform any work for any company that competes with us in the manufacture and sales of RF integrated circuits in the wireless, cable and broadband, or fiber optics markets, whether directly or indirectly. This includes any business set up on your own or by you with others. You must disclose any intention to engage in any form of business activity outside your activities with the Corporation to the Chief Executive Officer, which must be approved in writing prior to commencement of those activities.

(b)   For a period of twelve (12) months after termination of your employment with the Corporation, either by the Corporation or by your resignation, you agree not to hire, solicit to hire, or be involved in the solicitation of any employees of the Corporation or any of its subsidiaries.

(c)   During and after your employment with the Corporation you are required to protect the confidentiality of information you use or become party to. You may not disclose confidential information to any unauthorized third party. This includes but is not limited to information related to technology, intellectual property, strategic business plans, transformation initiatives, suppliers, and clients. Your dealings with suppliers and clients must always be managed in the best interest of the Corporation. Any confidential information you are a party to may only be used in the interest of the Corporation in the context of the Corporation’s legitimate relationships with suppliers, clients and any authorized third party. Such information must not be used for any other purpose, including

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personal gain. In addition, you are reminded of the restrictions and conditions of employment described in the Proprietary Information Agreement signed by you and on file in the Human Resources Department. Any breach of confidentiality will subject you to immediate termination.

(d)   Failure to comply with the provisions of this Section 4 shall subject you to the immediate termination of any of your unexercised stock options.

5.   The following additional new benefits are provided to the executive employee as part of this agreement:

Ø A confidential annual physical exam through the Corporation’s contracted vendor, Executive Health Group. The physical exams are scheduled during the executive’s month of birth each year at no cost to the executive.

Ø In order to provide for financial peace of mind, an allowance of up to $2,000 per year for financial planning.

Ø A monthly health club allowance of up to $200 per month.

Ø Indemnification protection for any lawsuit brought against the Company as detailed in Article VII, Section 4 of the Company bylaws.

6.   Confidentiality: The terms and conditions of this Agreement are to be private and confidential, and you agree not to disclose any of these terms and conditions to any person except your spouse, your attorney or your tax advisor, unless disclosure is necessary to carry out the terms of this Agreement, or to supply information to any taxing authority, or is otherwise required by law.

7.   Disputes: You agree that any dispute or claim with respect to any provision of this agreement or your employment must be presented to the Chief Executive Officer within three (3) months of the occurrence.

Signatures:

/s/ Bami Bastani	/s/ Ron Michels
Bami Bastani	Ron Michels
President and CEO	VP, Cable & Broadcast Products
January 17, 2006	January 17, 2006
Date	Date

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ANNEX A

Change In Control

Change in Control. A Change in Control of the Company shall be deemed to have occurred if (i) any “Person” as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities, (ii) during any 12-month period (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constituted the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in subclauses (i), (iii) or (iv) of this paragraph) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 66 2/3% of the members of the Board then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, (iii) the Company’s stockholders approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as defined above) acquires more than 50% of the combined voting power of the Company’s then outstanding securities, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

EX-10.2

Exhibit 10.2

Mr. Ali Khatibzadeh VP, Wireless PA 25 July 2000, as amended by January 17, 2006 amendment of paragraph 3  

Subject: Employment Agreement

Dear Ali,

The Board of Directors discussed in February and approved on 24 May 2000 entering into employment agreements with the executives of the Company. This agreement is made and entered into effective as of the 25^th day of July 2000, by and between ANADIGICS, Inc. a Delaware corporation (the “Corporation”), and Ali Khatibzadeh, an executive employee of the Corporation.

In order for the Corporation to attract and retain as executives and officers the most capable persons available, the Corporation and executive employee do hereby agree as follows:

1.   Employment with the Corporation is at-will and may be terminated at any time with or without cause or notice by the executive employee or the Corporation. No person is authorized to provide any employee with an employment contract or special arrangement concerning terms or conditions of employment unless the contract or arrangement is in writing and signed by the Chief Executive Officer of the Corporation.

2.   In addition to the provisions set forth in this document, the executive employee’s employment will be governed by the policies and procedures outlined in the Employee Handbook, as amended from time to time.

3.   In the event you are terminated at any time by the Corporation without “Cause” (as defined below) or in the event of a “Change in Control” (as defined in Annex A hereto) which results in either the involuntary termination without Cause of your employment with the Corporation or your voluntary resignation from the Corporation due to a reduction in responsibilities and duties associated with your position, or reduction in compensation (base salary, plus bonus at target) without your prior express written consent, the Corporation agrees that following such termination without Cause or such termination following a Change in Control you shall receive (a) an amount equal to 150% of the sum of (1) the highest annualized rate of your base salary in effect at any point during the twelve months preceding the date of termination of employment under this Agreement, plus (2) your bonus at target of 90% of the highest annualized rate of your base salary in effect at any point during the twelve months preceding the date of termination of employment under this Agreement; (b) payment of the semi-annual bonus (at 100% of target prorated for the number of months worked in that period), to be paid within thirty (30) days from the date of termination of your employment under this Agreement; (c) continuation of all current medical and dental insurance benefits until the first to occur of one year from the date of termination of employment under this Agreement or the commencement of employment at another employer offering similar benefits; (d) executive outplacement services for up to six months; and (e) immediate

vesting of all stock options and shares of restricted stock previously or hereafter granted under the Corporation’s 2005 Long Term Incentive and Share Award Plan, 1997 Long Term Incentive and Share Award Plan for Employees, and 1995 Long Term Incentive and Share Award Plan, as the same may be amended from time to time, to the extent such stock options or shares of restricted stock have not vested as of such date; any such options shall continue to be exercisable, with respect to options granted prior to October 31, 1998 for 90 days, and for options granted subsequent to October 31, 1998, for twelve (12) months following the date of involuntary or voluntary termination of employment under this Agreement as described above, but not beyond the original term of the option. For purposes of this Section 3:

“Cause” shall mean (w) unauthorized use or disclosure of confidential information of the Corporation in violation of Section 4(c) hereof; (x) conviction of, or a plea of “guilty” or “no contest” to, a felony under the laws of the United States of America or any state thereof; (y) embezzlement or misappropriation of the assets of the Corporation; or (z) misconduct or gross negligence in the performance of duties assigned to the executive employee under this Agreement.

Payment of any compensation and benefits under your Employment Agreement as amended is contingent upon execution of the ANADIGICS standard Separation and Release Agreement between the Company and the Executive at the time of termination of employment.

4.  

(a)   During your employment with the Corporation, you may not perform any work for any company that competes with us in the manufacture and sales of RF integrated circuits in the wireless, cable and broadband, or fiber optics markets, whether directly or indirectly. This includes any business set up on your own or by you with others. You must disclose any intention to engage in any form of business activity outside your activities with the Corporation to the Chief Executive Officer, which must be approved in writing prior to commencement of those activities.

(b)   For a period of twelve (12) months after termination of your employment with the Corporation, either by the Corporation or by your resignation, you agree not to hire, solicit to hire, or be involved in the solicitation of any employees of the Corporation or any of its subsidiaries.

(c)   During and after your employment with the Corporation you are required to protect the confidentiality of information you use or become party to. You may not disclose confidential information to any unauthorized third party. This includes but is not limited to information related to technology, intellectual property, strategic business plans, transformation initiatives, suppliers, and clients. Your dealings with suppliers and clients must always be managed in the best interest of the Corporation. Any confidential information you are a party to may only be used in the interest of the Corporation in the context of the

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Corporation’s legitimate relationships with suppliers, clients and any authorized third party. Such information must not be used for any other purpose, including personal gain. In addition, you are reminded of the restrictions and conditions of employment described in the Proprietary Information Agreement signed by you and on file in the Human Resources Department. Any breach of confidentiality will subject you to immediate termination.

(d)   Failure to comply with the provisions of this Section 4 shall subject you to the immediate termination of any of your unexercised stock options.

5.   The following additional new benefits are provided to the executive employee as part of this agreement:

Ø A confidential annual physical exam through the Corporation’s contracted vendor, Executive Health Group. The physical exams are scheduled during the executive’s month of birth each year at no cost to the executive.

Ø In order to provide for financial peace of mind, an allowance of up to $2,000 per year for financial planning.

Ø A monthly health club allowance of up to $200 per month.

Ø Indemnification protection for any lawsuit brought against the Company as detailed in Article VII, Section 4 of the Company bylaws.

6.   Confidentiality: The terms and conditions of this Agreement are to be private and confidential, and you agree not to disclose any of these terms and conditions to any person except your spouse, your attorney or your tax advisor, unless disclosure is necessary to carry out the terms of this Agreement, or to supply information to any taxing authority, or is otherwise required by law.

7.   Disputes: You agree that any dispute or claim with respect to any provision of this agreement or your employment must be presented to the Chief Executive Officer within three (3) months of the occurrence.

Signatures:

/s/ Bami Bastani	/s/ Ali Khatibzadeh
Bami Bastani	Ali Khatibzadeh
President and CEO	VP, Wireless PA
January 1, 2006	January 17, 2006
Date	Date

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ANNEX A

Change In Control

Change in Control. A Change in Control of the Company shall be deemed to have occurred if (i) any “Person” as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities, (ii) during any 12-month period (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constituted the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in subclauses (i), (iii) or (iv) of this paragraph) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 66 2/3% of the members of the Board then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, (iii) the Company’s stockholders approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as defined above) acquires more than 50% of the combined voting power of the Company’s then outstanding securities, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.