Note 9 - Stockholder's Equity

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

9. STOCKHOLDERS' EQUITY

On December 17, 1998, the Company adopted a Shareholders’ Rights Agreement dated as of December 17, 1998 (as amended by Amendment No. 1 dated as of November 30, 2000 and Amendment No. 2 dated as of October 2, 2008), by and between ANADIGICS, Inc. and Computershare, Inc., as the Rights agent (as amended, the “Rights Agreement”). Pursuant to the Rights Agreement, rights were distributed as a dividend at the rate of one right for each share of ANADIGICS, Inc. common stock, par value $0.01 per share, held by stockholders of record as of the close of business on December 31, 1998. The rights were scheduled to expire on December 17, 2018, unless earlier redeemed or exchanged, pursuant to the terms of the Rights Agreement. On April 24, 2014, the Board of Directors of the Company voted to terminate the Rights Agreement by approving an amendment (the “Amendment”) to the Rights Agreement to accelerate the final expiration date of the rights (the “Rights”) to April 25, 2014. As a result of the Amendment, as of the close of business on April 25, 2014, the Rights are no longer outstanding nor exercisable, and the Rights Agreement was effectively terminated.

NASDAQ LISTING

The Company’s common stock currently trades on the NASDAQ Capital Market. The Company transferred its common stock from the NASDAQ Global Market to the NASDAQ Capital Market effective December 17, 2015.

On June 18, 2015, the Company received a letter from the staff of NASDAQ informing the Company that for the previous 30 consecutive business days, the bid price for the Company’s common stock had closed below $1.00, a requirement for listing on NASDAQ. The Company had until December 15, 2015 to regain compliance which would be satisfied if the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days. By transferring its common stock listing from the NASDAQ Global Market to the NASDAQ Capital Market, the Company received an additional 180 calendar compliance days, or until June 13, 2016, to regain compliance.

If the Company does not regain compliance by June 13, 2016, and the NASDAQ staff could deem that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, the NASDAQ staff would notify the Company that its securities would then be subject to delisting. In the event of such notification the Company may appeal the NASDAQ staff’s determination to delist its securities.

MERGER AGREEMENT

On January 15, 2016, the Company entered into an Agreement and Plan of Merger that was amended on February 1, 2016 and February 26, 2016 (as so amended, the “Merger Agreement”) with II-VI Incorporated, a Pennsylvania corporation (“II-VI”), and Regulus Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of II-VI (the “Purchaser”). Pursuant to the Merger Agreement, the Parent would acquire the Company for a purchase price of $0.85 per share pursuant to a tender offer by Purchaser that commenced on February 2, 2016 and expired on March 11, 2016, under which approximately 53% of the Company’s outstanding shares were tendered and purchased by Purchaser, and which will be followed by a merger of the Purchaser into the Company. As a result of that merger, the Company will be a wholly-owned subsidiary of II-VI.

If the transactions contemplated by the Merger Agreement are consummated, the Purchaser will have acquired all of our issued and outstanding shares of common stock at a purchase price of $0.85 per share and, after making the required filings with the Securities and Exchange Commission,

we would cease to be a reporting company under the Securities Exchange Act of 1934, as amended. The boards of directors of the Company, II-VI and Purchaser approved the Merger Agreement and the transactions contemplated by the II-VI Merger Agreement. There can be no assurance that a transaction will be consummated or that II-VI will not propose any adjustments to the II-VI Merger Agreement.