ANADIGICS INC - FORM 8-K - January 12, 2016

Attached files

file filename
EX-99.1 - EXHIBIT 99.1 - ANADIGICS INCex99-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) January 7, 2016

 

ANADIGICS, Inc.

(Exact Name of Registrant as Specified in Charter)

 

  

  

  

  

  

Delaware

  

0-25662

  

22-2582106

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

  

  

141 Mt. Bethel Road

Warren, New Jersey

  

07059

(Address of Principal Executive Offices)

  

(Zip Code)

 

(908) 668-5000

(Registrant’s telephone number, including area code)

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

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 (see General Instruction A.2. below):

 

☐

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 8.01         Other Events.

 

On January 12, 2016, Anadigics, Inc. (the “Company”) issued a press release announcing that, on January 11, 2016, the Company received an Acquisition Proposal that its Board of Directors determined to be a Superior Offer (as those terms are defined in the Agreement and Plan of Merger  dated November 11, 2015 by and among the Company, Aloha Holding Company, Inc., a Delaware corporation, and Aloha Acquisition Sub, Inc., a Delaware corporation) to acquire the Company, subject to the terms of a proposed merger agreement, for a per-share price of $0.66 net in cash.  A copy of the press release is attached as Exhibit 99.1 to this report on Form 8-K.

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

   

99.1            Press Release dated January 12, 2016.

 

 
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 hereunto duly authorized.

 

Dated: January 12, 2016

 

 

ANADIGICS, INC.

 

 

 

By: /s/ Ronald L. Michels

 

 

 

Name: Ronald L. Michels

   
  Title: Chairman and Chief Executive Officer

 

 

3

ANADIGICS INC Reports