ANAD (MM)

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) March 16, 2016 (March 15, 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))

 

 

  

Introductory Note

 

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 29, 2016, Anadigics, Inc., a Delaware corporation (the “Company” or “Anadigics”), entered into Amendment No. 2 (the “Amendment”) to the Agreement and Plan of Merger (the “II-VI Merger Agreement”) with II-VI Incorporated, a Delaware corporation (“Parent”), and Regulus Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Purchaser”), pursuant to which Parent will acquire Anadigics. Among other things, the Amendment increased the purchase price for the Company’s outstanding common stock from $0.66 per share to $0.85 per share.

 

The Offer and withdrawal rights expired at 11:59 P.M., Eastern Time, on March 11, 2016. The depository for the Offer has preliminarily indicated that, as of the expiration of the Offer, a total of 47,782,407 Shares have been validly tendered and not properly withdrawn pursuant to the Offer (not including 4,218,728 Shares tendered pursuant to notices of guaranteed delivery that had not been delivered to the depository for the Offer prior to the expiration of the Offer), representing approximately 52.92% of the outstanding Shares on a fully diluted basis. The number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfies the Minimum Condition. All conditions to the Offer having been satisfied or waived, Purchaser has accepted for payment and expects to pay promptly for all Shares validly tendered and not properly withdrawn prior to the expiration of the Offer.

 

As a result of its acceptance of, and following payment for, the Shares tendered in the Offer, Purchaser acquired a sufficient number of Shares to complete the Merger without a vote of the stockholders of the Company pursuant to Section 251(h) of the DGCL. Accordingly, Parent and Purchaser have effected the Merger pursuant to Section 251(h) of the DGCL. In the Merger, each Share that was issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Parent, Purchaser or any other direct or indirect wholly owned subsidiary of Parent and Shares owned by the Company and any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, and (ii) Shares owned by stockholders who have perfected and not withdrawn a demand for, or loss their rights to, appraisal pursuant to Section 262 of the DGCL with respect to such Shares) was at the effective time of the Merger converted into the right to receive the Merger Consideration. All Shares will be delisted from NASDAQ and deregistered under the Exchange Act.

 

Item 2.01      Completion of Acquisition or Disposition of Assets.

 

As described in the Introductory Note above, on March 14, 2016, Regulus accepted for payment all Shares validly tendered and not properly withdrawn pursuant to the Offer on or prior to the Expiration Date and on March 14, 2016, paid for such Shares. On March 15, 2016, the Merger was completed pursuant to Section 251(h) of the DGCL, with no stockholder vote required to consummate the Merger. At the effective time of the Merger, the Company became a wholly owned subsidiary of II-VI. As a result, a change of control of the Company occurred.

 

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. The foregoing description of the Merger is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.

 

 

    

Item 3.01      Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing.

 

On March 15, 2016, in connection with the consummation of the Offer and the Merger, the Company (a) notified the NASDAQ stock market (“NASDAQ”) of the consummation of the Merger and (b) requested that NASDAQ file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Trading of Shares on the NASDAQ was suspended as of the close of trading on March 15, 2016. The Company also intends to file with the SEC a Form 15 requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

 

Item 3.03      Material Modification to Rights of Securityholders.

 

The information contained in the Introductory Note and Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

 

Item 5.01      Change of Control of Registrant.

 

The information contained in the Introductory Note and Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

 

Item 5.02.     Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

In connection with the Merger and as contemplated by the Merger Agreement, each of Ronald L. Michels, David Fellows, Richard B. Kelson, Harry T. Rein, Ronald Rosenzweig and Dennis Strigl tendered their respective resignations as directors from the Company’s Board of Directors and from all Committees of the Board of Directors on which such directors served, effective as of the effective time of the Merger.

 

In accordance with the terms of the Merger Agreement, the directors of Regulus immediately prior to the effective time of the Merger became the directors of the Company from and after the effective time of the Merger.

 

Item 5.03      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

In connection with the consummation of the Merger, the Company’s certificate of incorporation, as amended or restated, and its bylaws, as amended or restated, were each amended and restated in their entirety at the effective time of the Merger to be identical to the certificate of incorporation and bylaws of Regulus as in effect immediately prior to the effective time of the Merger, other than the name of the Company. Copies of the certificate of incorporation and bylaws of the Company are filed as Exhibits 3.1 and 3.2 to this Report and are incorporated by reference into this Item 5.03.

 

Item 8.01      Other Events.

 

On March 16, 2016, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached to this Report as Exhibit 99.1 and is incorporated in this Report by reference.

 

 

    

Item 9.01      Financial Statements and Exhibits.

 

(d) Exhibits.

 

2.1	Agreement and Plan of Merger, dated January 15, 2016, by and among Anadigics, Inc., II-VI Incorporated, and Regulus Acquisition Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 19, 2016)

 

2.2

Amendment No. 1 dated as of February 1, 2016 to the Agreement and Plan of Merger, dated January 15, 2016, by and among Anadigics, Inc., II-VI Incorporated, and Regulus Acquisition Sub, Inc. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2016)

 

2.3

Amendment No. 2 dated as of February 26, 2016 to the Agreement and Plan of Merger, dated January 15, 2016, by and among Anadigics, Inc., II-VI Incorporated, and Regulus Acquisition Sub, Inc. (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 29, 2016)

 

3.1	Restated Certificate of Incorporation of Anadigics, Inc.

 

3.2	Restated Bylaws of Anadigics, Inc.

 

99.1	Press Release dated March 16, 2016

 

 

 

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: March 16, 2016

  

	ANADIGICS, Inc.
	By:	/s/ Ronald L. Michels
	Name:	Ronald L. Michels
	Title:	Chief Executive Officer

 

 

  

EXHIBIT INDEX

 

Exhibit No.

Description

 

2.1	Agreement and Plan of Merger, dated January 15, 2016, by and among Anadigics, Inc., II-VI Incorporated, and Regulus Acquisition Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 19, 2016)

 

2.2

Amendment No. 1 dated as of February 1, 2016 to the Agreement and Plan of Merger, dated January 15, 2016, by and among Anadigics, Inc., II-VI Incorporated, and Regulus Acquisition Sub, Inc. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2016)

 

2.3

Amendment No. 2 dated as of February 26, 2016 to the Agreement and Plan of Merger, dated January 15, 2016, by and among Anadigics, Inc., II-VI Incorporated, and Regulus Acquisition Sub, Inc. (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 29, 2016)

 

3.1	Amended and Restated Certificate of Incorporation of Anadigics, Inc.

 

3.2	Amended and Restated Bylaws of Anadigics, Inc.

 

99.1	Press Release dated March 16, 2016

 

Exhibit 3.1

 

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

ANADIGICS, INC.

---

  

FIRST: The name of the corporation is ANADIGICS, Inc. (the “Corporation”).

 

SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, County of New Castle. The name of the registered agent at such address is The Corporation Trust Company.

 

THIRD: The nature of the business or purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (“DGCL”).

 

FOURTH: The total number of shares of stock which the Corporation is authorized to issue shall be one thousand (1,000) shares of Common Stock, par value $0.01 per share.

 

FIFTH: In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the bylaws of the Corporation.

 

SIXTH: Meetings of stockholders may be held within or outside the State of Delaware, as the bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the Corporation. Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

 

SEVENTH: (A) No person who is or was a director of the Corporation shall be liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except with respect to (1) a breach of the director's duty of loyalty to the Corporation or its stockholders, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) liability under Section 174 of the DGCL or (4) a transaction from which the director derived an improper personal benefit, it being the intention of the foregoing provision to eliminate the liability of the Corporation’s directors to the Corporation or its stockholders to the fullest extent permitted by Section 102(b)(7) of the DGCL, as amended from time to time (but, in the case of any such amendment, only to the extent that such amendment is to the benefit of such person and permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment).

 

 

 

(B)     Each person who is or was or has agreed to become a director or officer of the Corporation, or each such person who is or was serving or who has agreed to serve at the request of the board of directors or an officer of the Corporation as an employee or agent of the Corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executor, administrators or estate of such person), shall be indemnified by the Corporation, in accordance with the Bylaws of the Corporation, to the fullest extent permitted from time to time by Section 145 of the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment is to the benefit of such person and permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior such amendment), or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any such person which provide for indemnification different than that provided in this Article SEVENTH. Any amendment or repeal of this Article SEVENTH shall not adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such amendment or repeal.

 

EIGHTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by Statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

 

Exhibit 3.2

 

AMENDED AND RESTATED BYLAWS
OF
ANADIGICS, INC.

 

Effective as of March 15, 2016

---

  

ARTICLE I

 

CORPORATE OFFICES

 

Section 1. Delaware Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle.

 

Section 2. Other Offices. The corporation may also have offices at such other places, within and outside the State of Delaware, as from time to time the Board of Directors may determine or the business of the corporation may require.

 

ARTICLE II

 

MEETINGS OF STOCKHOLDERS

 

Section 1. Time and Place. A meeting of Stockholders for any purpose may be held at such time and place, within or outside the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice.

 

Section 2. Annual Meetings. Annual meetings of Stockholders, commencing with the year 2015, shall be held at such time and at such place as determined by the Board of Directors and stated in the notice of the meeting, at which the Stockholders shall elect a Board of Directors and transact such other business as may properly come before the meeting.

 

Section 3. Special Meetings. Special meetings of Stockholders, for any purpose or purposes, unless otherwise prescribed by law or by the Certificate of Incorporation, may be called by the Board of Directors. Business transacted at any special meeting of Stockholders shall be limited to the purposes stated in the notice.

 

Section 4. Notice of Meetings. Written notice of a meeting, annual or special, stating the place, if any, date and hour of the meeting, and the means of remote communications, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and in the case of a special meeting stating the purpose or purposes for which the meeting is called, shall be given to each Stockholder entitled to vote at such meeting, not less than ten (10) nor more than sixty (60) days, or if a vote of Stockholders on a merger or consolidation is one of the stated purposes of the meeting, not less than twenty (20) nor more than sixty (60) days before the date of the meeting.

 

Section 5. Stockholder List. The officer who has charge of the stock ledger of the corporation shall prepare or cause to be prepared and make, at least ten (10) days before every meeting of Stockholders, a complete list of the Stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each Stockholder and the number of shares registered in the name of each Stockholder. Nothing contained herein shall require the corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination by any Stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting; or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to Stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time of the meeting, and be inspected by any Stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination by any Stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

 

 

 

Section 6. Quorum. The holders of a majority of the stock outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at any meeting of Stockholders for the transaction of business, except as otherwise required by law or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at a meeting of Stockholders, the Stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting of the time, place, if any, of the adjourned meeting, and the means of remote communications, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, until a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting.

 

Section 7. Required Vote. Each election of directors or others shall be determined by a plurality vote, and, except as otherwise required by law or by the Certificate of Incorporation, each other matter shall be determined by the affirmative vote of a majority of the shares present in person or represented by proxy.

 

Section 8. Voting. Unless otherwise required by law or by the Certificate of Incorporation, each Stockholder shall at every meeting of the Stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such Stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period.

 

Section 9. Action by Written Consent. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of Stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing (or by telegram, cablegram or other electronic transmission as provided in Section 228(d) of the Delaware General Corporation Law of the State of Delaware (the “DGCL”)) setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation. Every written consent shall bear the date of signature of each Stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation in the manner required by this section, written consents signed by a sufficient number of holders to take action are delivered to the corporation. Delivery to the corporation shall be made to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of Stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those Stockholders who have not consented in writing.

 

 

 

ARTICLE III

 

DIRECTORS

 

Section 1. Number and Term. The number of directors constituting the whole board shall be three (3) or such other number as the Board of Directors may fix by resolutions adopted at a meeting of the Board of Directors, or by unanimous written consent of the Board of Directors, in either case without further amendment to these Bylaws. Except as provided in Section 2 of this Article, directors shall be elected at annual meetings of Stockholders or by written consent in lieu of an annual meeting as provided in Section 211(b) of the DGCL. Each director shall hold office until a successor is elected and qualified or until that director’s earlier resignation or removal. Directors need not be Stockholders.

 

Section 2. Vacancies. Except as otherwise required by law or by the Certificate of Incorporation, any vacancy on the Board of Directors, including a newly created directorship, may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. If there are no directors in office, then an election of directors may be held in the manner provided by law.

 

Section 3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the Stockholders.

 

Section 4. Place of Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or outside the State of Delaware.

 

Section 5. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than these Bylaws immediately following and at the same place as the annual meeting of Stockholders. In the event such meeting is not held at the time and place specified in the preceding sentence, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board or as shall be specified in written waivers signed by all of the directors. Other regular meetings of the board may be held without notice at such time and at such place as shall from time to time be determined by the board.

 

 

 

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chief Executive Officer or President and shall be called by the Chief Executive Officer, President or Secretary on the written request of two (2) directors, on not less then two (2) days’ notice to each director, either personally or by mail or by telegram, cablegram, facsimile or other electronic transmission.

 

Section 7. Quorum. At any meeting of the Board of Directors, a majority of the whole Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as otherwise required by law or by the Certificate of Incorporation. If there is not a quorum at a meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time without further notice.

 

Section 8. Action by Written Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or of any board committee may be taken without a meeting, if all members of the board or the committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or the committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

 

Section 9. Participation with Communications Equipment. Unless otherwise restricted by law or by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or of any committee, by conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting by such means shall constitute presence at the meeting.

 

Section 10. Committees of Directors. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more board committees, each committee to consist of one or more of the directors of the corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require the seal; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the Stockholders, any action or matter expressly required by the DGCL to be submitted to Stockholders for approval or (ii) adopting, amending or repealing any Bylaw of the corporation. Each committee shall keep regular minutes of its meetings and shall furnish them to the Board of Directors when required.

 

 

 

Section 11. Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of directors. The receipt of such compensation shall not preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. The directors may be reimbursed for any expenses of attending meetings of the Board of Directors and of committees of the board.

 

Section 12. Chairman of the Board. The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors and he/she shall have and perform such other duties as from time to time may be assigned to her/him by the Board of Directors, but shall not be deemed to be officer of the Corporation unless so designated by act of the Board of Directors.

 

ARTICLE IV

 

NOTICES

 

Section 1. Method of Giving Notice. Whenever, under any provision of law or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or Stockholder, such notice may be given in writing by mail or by electronic transmission as provided under Section 232(b) of the DGCL and not prohibited under Section 232(e) of the DGCL, provided in the case of a Stockholder such Stockholder has consented (and has not revoked such consent) to receipt of notice by electronic transmission. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, addressed to such director or Stockholder, at that person’s address as it appears on the records of the corporation. Notice to directors may also be given by telegram.

 

Section 2. Waiver of Notice. Whenever notice is required to be given under any provision of law or of the Certificate of Incorporation or of these Bylaws, a written waiver signed, or a waiver by electronic transmission, by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

 

 

 

ARTICLE V

 

OFFICERS

 

Section 1. Offices. The officers of the corporation, shall be elected by the Board of Directors and may consist of a Chief Executive Officer, President, a Secretary and a Treasurer, one or more Vice Presidents (the number, seniority and any other designations of such officers to be determined by the Board of Directors), one or more assistant secretaries, assistant treasurers and other officers, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Any number of offices may be held by the same person.

 

Section 2. Election, Term of Office and Vacancy. Officers shall be chosen in such manner as are determined by the Board of Directors. Each officer shall hold office until a successor is chosen and qualifies or until the officer’s earlier resignation or removal. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

 

Section 3. Compensation of Officers. The compensation of all officers and agents of the corporation shall be fixed by or under the direction of the Board of Directors.

 

Section 4. Chief Executive Officer. The Chief Executive Officer (a) shall preside at all meetings of the Stockholders and the Board of Directors, (b) shall have general and active management of the business and affairs of the corporation, (c) shall see that all orders and resolutions of the Board of Directors are carried into effect and (d) shall have the power to execute bonds, mortgages and other contracts, agreements and instruments, except where required or permitted by law to be otherwise signed and executed or where the Board of Directors has expressly delegated the signing and execution of any such document to some other officer or agent of the corporation.

 

Section 5. President. In the absence of the Chief Executive Officer or in the event of his/her inability or refusal to act, the President shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. The President shall perform such other duties and have such other powers as the Board of Directors or Chief Executive Officer may from time to time prescribe.

 

Section 6. Vice Presidents. In the absence of the Chief Executive Officer or President or in the event of the disability of the Chief Executive Officer or President, the Vice President (or if there be more than one, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their most recent election), shall perform the duties of the Chief Executive Officer or President and when so acting shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer or President. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or President may from time to time prescribe.

 

 

 

Section 7. Secretary. The Secretary shall (a) attend all meetings of the Board of Directors and all meetings of the Stockholders and record all of the proceedings of the meetings of the Board of Directors and of the Stockholders in a book to be kept for that purpose and perform like duties for the standing committees when required, (b) give, or cause to be given, notice of all special meetings of the Board of Directors and all meetings of the Stockholders and (c) perform such other duties as may be prescribed by the Board of Directors, the Chief Executive Officer or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the corporation and shall have authority to affix it to any instrument requiring the seal, and when so affixed, the seal may be attested by the signature of such officer. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by signature.

 

Section 8. Assistant Secretaries. The Assistant Secretary (or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, then in the order of their most recent election or appointment) shall, in the absence of the Secretary or in the event of the disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, Chief Executive Officer or President may from time to time prescribe.

 

Section 9. Treasurer. The Treasurer shall (a) have custody of the corporate funds and securities, (b) keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, (c) deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors, (d) disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, (e) render to the Chief Executive Officer, President and the Board of Directors, at its regular meetings, or when the Board of Directors so requests, an account of all the transactions of the Treasurer and of the financial condition of the corporation, and (f) perform such other duties and have such other powers as the Board of Directors, Chief Executive Officer or President may from time to time prescribe.

 

Section 10. Assistant Treasurers. The Assistant Treasurer (or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, then in the order of their most recent election or appointment) shall, in the absence of the Treasurer or in the event of the disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors, Chief Executive Officer or President may from time to time prescribe.

 

ARTICLE VI

 

STOCK CERTIFICATES

 

Section 1. Right of Holder to Certificate; Uncertificated Shares. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the Chief Executive Officer, President or a Vice President and Treasurer or an Assistant Treasurer, or Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by the holder in the corporation, except to the extent that the Board of Directors has provided by resolution that some or all of any or all classes or series of stock of the corporation shall be uncertificated shares.

 

 

 

Section 2. Facsimile Signatures. Any or all of the signatures on the certificate may be facsimile. In the event any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, the certificate may be issued by the corporation with the same effect as if he were such officer at the date of issue.

 

Section 3. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issuance of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance of any new certificate, require the owner of such lost, stolen or destroyed certificate or certificates, or the legal representative of the owner, to advertise the same in such manner as it shall require or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation in connection with the certificate alleged to have been lost, stolen or destroyed, or both.

 

Section 4. Registration of Transfers. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, the corporation or its transfer agent shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its stock records.

 

Section 5. Record Date. In order that the corporation may determine the Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment of the meeting, the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining Stockholders entitled to notice of or to vote at a meeting of Stockholders shall be the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Stockholders of record entitled to notice of or to vote at a meeting of Stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

 

In order that the corporation may determine the Stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining Stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by this chapter, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation as prescribed by these Bylaws. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this chapter, the record date for determining Stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

 

 

 

In order that the corporation may determine the Stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the Stockholders entitled to exercise any rights in respect to any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining Stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

 

Section 6. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered in its stock records as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice, except as otherwise required by law.

 

ARTICLE VII

 

OTHER PROVISIONS

 

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation and requirements of law.

 

Section 2. Signatures on Checks and Notes. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

 

Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

 

Section 4. Seal. The corporate seal, if any, shall be inscribed with the name of the corporation and the words “Corporate Seal” and “Delaware.” The seal may be used by causing it or its facsimile to be impressed or affixed or in any other manner reproduced.

 

Section 5. Indemnification of Directors; Officers Employees; Agents. The corporation shall indemnify its officers, directors, employees and agents to the fullest extent permitted by the DGCL, as the same exists or may be hereafter amended (but, in the case of any amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment).

 

 

 

ARTICLE VIII

 

AMENDMENTS

 

These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the Stockholders or by the Board of Directors at any meeting of, or by informal action of, the Stockholders or the Board of Directors.

 

 

-10-

EXHIBIT 99.1

 

II-VI Incorporated Completes ITS ACQUISITION OF ANADIGICS, Inc.

 

 

WARREN, N.J., March 16, 2016 – ANADIGICS, Inc. (“ANADIGICS” or the “Company”), a world leader in radio frequency (RF) solutions, today announced the successful completion on March 15, 2016 of the acquisition of ANADIGICS by a wholly-owned subsidiary of II-VI Incorporated (Nasdaq: IIVI).

 

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About ANADIGICS, Inc.

ANADIGICS, Inc. (“ANADIGICS” or the “Company”) designs and manufactures innovative radio frequency (RF) solutions for the growing CATV infrastructure, small-cell, WiFi, and cellular markets. Headquartered in Warren, NJ, the Company offers RF products with exceptional reliability, performance and integration to deliver a unique competitive advantage to OEMs and ODMs for infrastructure and mobile applications. The Company’s award-winning solutions include line amplifiers, upstream amplifiers, power amplifiers, front-end ICs, front-end modules and other RF components. For more information, visit www.anadigics.com

 

 

 

Safe Harbor Statement

Except for historical information contained herein, this press release contains projections and other forward-looking statements (as that term is defined in the Securities Exchange Act of 1934, as amended). These projections and forward-looking statements reflect the Company's current views with respect to future events and financial performance and can generally be identified as such because the context of the statement will include words such as "believe", "anticipate", "expect", "goal," "objective," "plan" or words of similar import. Similarly, statements that describe our future plans, objectives, estimates or goals are forward-looking statements. No assurances can be given, however, that these events will occur or that these projections will be achieved and actual results and developments could differ materially from those projected as a result of certain factors. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, as well as assumptions that if they materialize or prove incorrect, could cause results to differ materially from those expressed or implied by such forward-looking statements. Further, all statements, other than statements of historical fact, are statements that could be deemed forward-looking statements.  We assume no obligation and do not intend to update these forward-looking statements, except as may be required by law. Important factors that could cause actual results and developments to be materially different from those expressed or implied by such projections and forward-looking statements include those factors detailed from time to time in our reports filed with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended December 31, 2015, and those discussed elsewhere herein.

 

Contact

ANADIGICS, Inc.

908-668-5000