NOT PRECEDENTIAL

UNITED STATES COURT OF APPEALS

FOR THE THIRD CIRCUIT

No. 11-4009

IN RE: ANADIGICS, INC. SECURITIES LITIGATION

 State-Boston Retirement System; 

 Cambridge Retirement System; 

 Essex Regional Retirement Board,

 Appellants.

On Appeal from the United States District Court

for the District of New Jersey

(D. C. No. 3-08-cv-05572)

District Judge: Honorable Mary L. Cooper

Argued on July 12, 2012

Before: FUENTES, HARDIMAN and ROTH, Circuit Judges

(Opinion filed: October 17, 2012)

David A. Rosenfeld, Esquire

Robbins, Geller, Rudman & Dowd, LLP

58 South Service Road, Suite 200

Melville, NY 11747

Mark S. Arisohn, Esquire (Argued)

Christopher J. Keller, Esquire

Jonathan Gardner, Esquire

Mark S. Goldman, Esquire

Angelina Nguyen, Esquire

Labaton Sucharow, LLP

140 Broadway

New York, NY 10005
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Joseph J. DePalma, Esquire

Katrina Carroll, Esquire

Lite, DePalma, Greenberg, LLC

Two Gateway Center, Suite 1201

Newark, NJ 07102

Counsel for Appellant

John L. Thurman, Esquire

Farrell & Thurman, PC

172 Tamarack Circle

Skillman, NJ 08558

Robert A. Alessi, Esquire (Argued)

Cahill, Gordon & Reindel, LLP

Eighty Pine Street

New York, NY 10005-1702

Counsel for Appellee

O P I N I O N 

ROTH, Circuit Judge:

Plaintiffs, State-Boston Retirement System, Cambridge Retirement System, and 

Essex Regional Retirement Board, appeal the dismissal of their securities fraud claims 

against Anadigics, Inc., its former CEO, Bamdad Bastani, and its former CFO, Thomas 

Shields. Plaintiffs brought this suit on behalf of themselves and all investors who 

purchased Anadigics’ publicly traded securities between February 12, 2008, and August 

7, 2008. They alleged that during that period, the defendants made numerous materially 

false and misleading representations concerning Anadigics’ manufacturing capacity, its 
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ability to meet the demand for its products, its customers’ ordering practices (so-called 

“dual-sourcing” and “over-ordering”), and other related matters. Plaintiffs claimed that, 

through these misrepresentations, the defendants violated § 10(b) of the Securities 

Exchange Act of 1934 (1934 Act), 15 U.S.C. § 78j(b), which prohibits the “use or 

employment, in connection with the purchase or sale of any security . . . of any 

manipulative or deceptive device or contrivance in contravention of such rules as the 

[Securities and Exchange] Commission may prescribe.” They claimed further that the 

statements constituted violations of the Securities and Exchange Commission’s Rule 10b5, 17 C.F.R. § 240.10b-5, which makes it unlawful, in connection with the purchase or 

sale of any security: (a) “to employ any device, scheme, or artifice to defraud,” (b) “to 

make any untrue statement of a material fact or to omit to state a material fact necessary 

in order to make the statements made, in the light of the circumstances under which they 

were made, not misleading,” or (c) “to engage in any act, practice, or course of business 

which operates or would operate as a fraud or deceit upon any person.” Finally, plaintiffs 

claimed that Bastani and Shields were additionally liable for the allegedly false 

statements under § 20(b) of the 1934 Act, 15 U.S.C. § 78t(a), as control persons of 

Anadigics. 

The District Court dismissed all of plaintiffs’ claims, finding that each of the 

statements at issue was either a non-actionable forward-looking statement or was 

inadequately supported by particularized factual allegations demonstrating its falsity or 

that it was made with the requisite scienter. See Inst. Investors Grp. v. Avaya, 564 F.3d 

242, 252-54 (3d Cir. 2009) (discussing pleading standards for falsity and scienter and 
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safe harbor for forward-looking statements). Our review of this decision is plenary. Id.

at 251. 

We have considered the record of the proceedings in the District Court, the issues 

raised on appeal, the briefs and oral arguments of the parties, and the controlling legal 

authorities. For substantially the reasons articulated by the District Court in its wellcrafted opinion, we will affirm the judgment, dismissing Plaintiffs’ claims.