Post-effective Amendment to an S-8 Filing (s-8 Pos)
March 15 2016 - 10:16AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT NO. 333- 205145
FORM S-8
REGISTRATION STATEMENT NO. 333-172129
FORM S-8
REGISTRATION STATEMENT NO. 333-157711
FORM S-8
REGISTRATION STATEMENT NO. 333-151293
FORM S-8
REGISTRATION STATEMENT NO. 333-136280
FORM S-8
REGISTRATION STATEMENT NO. 333-125971
UNDER THE SECURITIES ACT OF 1933
ANADIGICS, Inc. |
(Exact name of registrant as specified in its charter) |
Delaware |
22-2582106 |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification Number) |
|
|
141 Mt. Bethel Road, Warren, NJ 07059 |
07059 |
(Address of principal executive offices) |
(Zip Code) |
|
|
908-668-5000 |
(Registrants telephone number, including area code) |
2016 EMPLOYEE STOCK PURCHASE PLAN
2015 LONG TERM INCENTIVE AND SHARE AWARD PLAN
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
2005 LONG TERM INCENTIVE AND SHARE AWARD PLAN
SHARE OPTION AGREEMENT
-----------------------------------------------------------
(Full title of the plans)
Ronald Michels
Chief Executive Officer
ANADIGICS, Inc.
141 Mt. Bethel Road
Warren, New Jersey 07059
--------------------------------------------------------------------------------
(Name and address of agent for service)
(908) 668-5000
--------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
With a Copy to:
W. Raymond Felton
Greenbaum, Rowe, Smith & Davis LLP
Metro Corporate Campus One ~ Fourth Floor
99 Wood Avenue South
Iselin, New Jersey 08830
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated
Filer |
Accelerated
Filer |
Non-accelerated
Filer |
Smaller Reporting
Company |
ANADIGICS, Inc. |
Yes ☐ No ☒ |
Yes ☒ No ☐ |
Yes ☐ No ☒ |
Yes ☐ No ☒ |
EXPLANATORY NOTE
Anadigics, Inc. (the “Company”) is filing this Post-Effective Amendment to the Registration Statements on Forms S-8 listed below (collectively, the “Registration Statements”):
|
• |
|
Registration Statement No. 333-205145, filed with the Securities and Exchange Commission (the “Commission”) on June 22, 2015, registering 15,000,000 shares of the Company’s Common Stock, par value $0.001 per share (“Shares”) under the 2016 Employee Stock Purchase Plan and the 2015 Long Term Incentive and Share Award Plan; |
|
• |
|
Registration Statement No. 333-172129, filed with the Commission on February 9, 2011, registering 7,000,000 Shares under the Amended and Restated Employee Stock Purchase Plan and the Amended and Restated 2005 Long-Term Incentive and Share Award Plan; |
|
• |
|
Registration Statement No. 333-157711, filed with the Commission on March 5, 2009, registering 700,000 Shares under the Share Option Agreement between the Company and Mario Rivas; |
|
• |
|
Registration Statement No. 333-151293, filed with the Commission on May 30, 2008, registering 7,600,000 Shares under the Amended and Restated Employee Stock Purchase Plan and the Amended and Restated 2005 Long-Term Incentive and Share Award Plan; |
|
• |
|
Registration Statement No. 333-136280, filed with the Commission on August 3, 2006, registering 2,750,000 Shares under the Amended and Restated 2005 Long-Term Incentive and Share Award Plan; and |
|
• |
|
Registration Statement No. 333-125971, filed with the Commission on June 20, 2005, registering 3,700,000 Shares under the 2005 Long-Term Incentive and Share Award Plan and the Amended and Restated Employee Stock Purchase Plan. |
Pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 15, 2016 and amended February 1, 2016 and February 29, 2016, by and among the Company, II-VI Incorporated (“II-VI”) and Regulus Merger Sub, Inc. (“Merger Sub”), on March 14, 2016, Merger Sub completed its tender offer for all of the outstanding common stock of the Company by accepting for payment, and paying for, all Shares validly tendered and not withdrawn prior to the expiration of the tender offer, resulting in Merger Sub owning no less than 47,782,407 shares, or approximately 52.92%, of the Company’s common stock. Pursuant to the terms of the Merger Agreement, II-VI and Merger Sub intend to effect a merger of Merger Sub with and into the Company (the “Merger”), whereby each Share issued and outstanding immediately prior to the effective time of the Merger (other than Shares held by any stockholders who properly perfected a demand for appraisal in connection with the Merger) will be converted into the right to receive $0.85 in cash, without interest, less any applicable withholding taxes, except for Shares then owned by the Company, II-VI, Merger Sub or any of their respective wholly owned subsidiaries, which Shares will be cancelled for no consideration. As a result of the Merger, the Company will become a wholly owned subsidiary of II-VI.
As a result of the completion of the tender offer and the anticipated completion of the Merger, the Company has terminated all offerings of its securities pursuant to the Registration Statements. Accordingly, pursuant to the undertaking contained in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, the Company is filing this Post-Effective Amendment to the Registration Statements to deregister all Shares registered under the Registration Statements that remain unsold as of March 14, 2016.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Warren, State of New Jersey, on March 15, 2016.
ANADIGICS, INC.
By: /s/ Ronald Michels
-----------------------
Ronald Michels
Chairman and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
|
Date |
|
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|
/s/ Ronald Michels |
Chief Executive Officer, Director and Chairman of the Board (Principal Executive Officer) |
|
March 15, 2016 |
Ronald Michels |
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/s/ Terrence Gallagher |
Executive Vice President and Chief Financial Officer (Principal Financial Accounting Officer) |
|
March 15, 2016 |
Terrence Gallagher |
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/s/ Ronald Rosenzweig |
Director |
|
March 15, 2016 |
Ronald Rosenzweig |
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/s/ David Fellows |
Director |
|
March 15, 2016 |
David Fellows |
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/s/ Richard Kelson |
Director |
|
March 15, 2016 |
Richard Kelson |
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/s/ Harry T. Rein |
Director |
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March 15, 2016 |
Harry T. Rein |
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/s/ Dennis F. Strigl |
Director |
|
March 15, 2016 |
Dennis F. Strigl |
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