SC TO-I/A 1 b319170_sctoia.txt AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- SCHEDULE TO (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------------------------- AMENDMENT NO. 2 ANADIGICS, INC. (Name of Subject Company (Issuer)) ---------------------------------- ANADIGICS, INC. (Name of Filing Person (Offeror)) --------------------------------- OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $.01 PER SHARE, HELD BY CERTAIN OPTION HOLDERS UNDER THE ANADIGICS, INC. 1997 LONG TERM INCENTIVE AND SHARE AWARD PLAN FOR EMPLOYEES (Title of Class of Securities) 032515108 (CUSIP Number of Class of Securities) (Underlying Common Stock) THOMAS C. SHIELDS Copies to: Senior Vice President and Chief Financial Officer PETER H. EHRENBERG, ESQ. ANADIGICS, Inc. Lowenstein Sandler PC 141 Mt. Bethel Road 65 Livingston Avenue Warren, NJ 07059 Roseland, NJ 07068 (908) 668-5000 (973) 597-2500 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [_] third party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. [X] INTRODUCTORY STATEMENT This Final Amendment No. 2 to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 20, 2002, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on June 7, 2002 (as amended the "Schedule TO"), reports the final results of our offer to certain option holders to exchange certain options outstanding under the Plan (as defined in the Schedule TO) to purchase shares of our common stock having an exercise price of more than $21.00 per share for new options to purchase shares of our common stock upon the terms and subject to the conditions described in the Offer to Exchange, dated May 20, 2002, and the related cover letter, letter of transmittal, electronic mail transmission, and electronic mail supplement attached as Exhibits (a)(1), (a)(2), (a)(3), (a)(5) and (a)(6). Item 4. Terms of the Transaction. Item 4. of the Schedule TO is hereby amended and supplemented as follows: The Offer to Exchange expired at 5:00 P.M., New York City Time, on Tuesday, June 18, 2002. Pursuant to the Offer to Exchange, we accepted for cancellation 838,157 options to purchase 838,157 shares of common stock, representing 86.7% of the options that were eligible to be exchanged in this Offer to Exchange. Upon the terms and subject to the conditions set forth in the Offer to Exchange, we will issue replacement options to purchase an aggregate of 838,157 shares of Common Stock in exchange for the options surrendered pursuant to the Offer to Exchange, as adjusted for any stock splits, stock dividends and similar events. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 is true, complete and correct. ANADIGICS, INC. By: /s/ Thomas C. Shields ------------------------- Thomas C. Shields, Senior Vice President, Chief Financial Officer and Secretary Date: June 24, 2002