UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
April
30, 2007
Date
of Report (Date of earliest event reported)
EMCORE
CORPORATION
Exact
Name of Registrant as Specified in its Charter
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New
Jersey
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0-22175
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22-2746503
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State
of Incorporation
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Commission
File Number
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IRS
Employer Identification Number
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10420
Research Road, SE, Albuquerque, NM 87123
Address
of principal executive offices, including zip code
(732)
271-9090
Registrant's
telephone number, including area code
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
3.02 Unregistered
Sales of Equity Securities.
As
previously announced, on April 13, 2007, EMCORE Corporation (the “Company”)
exercised its right under that certain Consents to Amendment and Waiver, dated
April 9, 2007 (the “2004 Consent”), between the Company and the Consenting
Holders party thereto, to repurchase $9.438 million of its 5.5% Senior
Subordinated Convertible Notes due 2011 (the “2004 Notes”) issued pursuant to
the Indenture, dated as of February 24, 2004 (the “2004 Indenture”), between the
Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
Pursuant to the Consent to Amendment and Waiver, dated as of April 9, 2007(the
“2005 Consent”), between the Company and Alexandra Global Master Fund Ltd.
(“Alexandra”) related to the Company’s 5.5% Senior Subordinated Convertible
Notes due 2011 (the “2005 Notes”) issued pursuant to the Indenture, dated as of
November 16, 2005, between the Company and the Trustee, the Company is required
to exchange all 2004 Notes purchased pursuant to the 2004 Consent for an equal
principal amount of 2005 Notes beneficially owned by Alexandra.
On
April
30, 2007, the Company and Alexandra completed the exchange (the “Exchange”) of
$9.438 million aggregate principal amount of 2004 Notes for $9.438 million
aggregate principal amount of 2005 Notes. Pursuant to the Indenture governing
the 2005 Notes, the 2005 Notes acquired by the Company in the Exchange will
be
cancelled. The Company did not receive any consideration in connection with
the
Exchange.
To
the
extent the Exchange would be considered a sale of securities under the
Securities Act of 1933, as amended (the “Securities Act”), the 2004 Notes were
issued to Alexandra in reliance on an exemption from the registration provisions
of the Securities Act pursuant to Section 4(2) of the Securities Act. The
Company has not made any other sales of securities that are part of the same
offering. No underwriting discounts or commissions were paid in this
transaction, and the Company conducted no general solicitation in connection
with the offer or sale of the securities issued in connection with this
transaction. Alexandra, as the acquiror of the 2004 Notes, made representations
to the Company regarding its status as a qualified institutional buyer as
defined in Rule 144A under the Securities Act and its intention to acquire
the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof.
The
2004
Notes received by Alexandra in the Exchange are convertible into shares of
the
Company’s common stock in certain instances set forth in the 2004 Indenture at a
conversion price of $7.01 per share, subject to adjustment as provided in the
2004 Indenture.
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
The
Company announced today that Dr. Richard A. Stall, a founder, Executive Vice
President, and the Chief Technology Officer of the Company, has resigned and
will leave the Company on June 27, 2007. Dr. Stall co-founded the Company in
1984. The Company sold both its New Jersey based Electronic Materials Division
and its joint venture, GELcore in August 2006. Shortly thereafter, in November
2006, the Company announced the relocation of its headquarters to Albuquerque,
New Mexico. Dr. Stall decided against relocation and plans to act as an advisor
to start-up technology companies in New Jersey.
In
connection with his departure, Dr. Stall has negotiated a severance package
with
the Company specifying his severance benefits. In accordance with the Company’s
Severance Policy adopted in 2004, under the terms of a Severance Agreement
currently under negotiation the Company will pay Dr. Stall $470,400 (equal
to 98
weeks of his salary), less applicable tax withholdings and deductions, in a
lump-sum payment to be paid on January 2, 2008. Additionally, to the extent
Dr.
Stall elects to continue coverage under the Company’s health plans pursuant to
the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), as
amended, pursuant to its severance policy the Company will pay a portion of
Dr.
Stall’s health insurance premiums.
*
* *
*
Statements
contained in this Current Report on Form 8-K that disclose the Company’s
intentions, expectations or predictions of the future are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act.
These statements involve risks and uncertainties and other factors that may
cause results to differ materially from those anticipated at the time such
statements are made. In addition, potential risks and uncertainties regarding
the Company include but are not limited to (a) the finalization and audit of
the
Company’s unaudited fourth quarter and fiscal year 2006 results, (b) the effects
of the Company’s voluntary review of its historic stock option granting
practices, including (i) risks and uncertainties relating to developments in
regulatory and legal guidance regarding stock option grants and accounting
for
such grants, (ii) the possibility that the Company will not be able to file
additional reports with the Securities and Exchange Commission in a timely
manner, (iii) the possibility that the Company in consultation with the
Company's independent public accountants or the SEC, may determine that
additional stock-based compensation expenses and other additional expenses
be
recorded in connection with affected option grants (iv) the Company may incur
negative tax consequences arising out of the stock option review, (v) the
possible delisting of the Company’s stock from the Nasdaq National Market
pursuant to Nasdaq Marketplace Rule 4310(c)(14) and (vi) risk of additional
litigation arising out of or related to the Company’s stock option grants or a
restatement of the Company’s financial statements, and (c) factors discussed
from time to time in reports filed by the Company with the Securities and
Exchange Commission. The forward-looking statements contained in this Current
Report on Form 8-K are made as of the date hereof and the Company does not
assume any obligation to update the reasons why actual results could differ
materially from those projected in the forward-looking
statements.
SIGNATURE
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.
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EMCORE
CORPORATION
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Dated:
April 30, 2007
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By: /s/
Adam Gushard
Name:
Adam Gushard
Title:
Interim Chief Financial Officer
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