8-K: Current report filing
Published on January 19, 2006
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
January
12, 2006
Date
of Report (Date of earliest event reported)
EMCORE
CORPORATION
Exact
name of registrant as specified in its charter
|
New
Jersey
|
0-22175
|
22-2746503
|
|
State
of Incorporation
|
Commission
File Number
|
IRS
Employer Identification No.
|
145
Belmont Drive, Somerset, New Jersey, 08873
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:
o Written
communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry Into a
Material Definitive Agreement.
On
January 12, 2006, EMCORE Corporation ("EMCORE," "Registrant," or the "Company")
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with K2
Optronics, Inc., a privately-held company located in Sunnyvale, CA (“K2”) and
EMCORE Optoelectronics Acquisition Corporation, a wholly-owned subsidiary
of
EMCORE (“Merger Sub”). Pursuant to the Merger Agreement, EMCORE acquired
K2 in a transaction in which Merger Sub merged with and into K2, with K2
becoming a wholly-owned subsidiary of EMCORE. EMCORE, an investor in K2,
paid approximately $4.1 million in EMCORE common stock (based on a 20-trading
day weighted average price), and covered $700,000 in transaction related
expenses, to acquire the remaining part of K2 that EMCORE did not already
own.
A
copy of
the Merger Agreement is attached as Exhibit 2.1 to this Current Report,
and is
incorporated herein by reference.
Item
2.01. Completion
of Acquisition or Disposition of
Assets.
Pending
review of K2’s December financial results, EMCORE has not yet determined whether
the acquisition is deemed significant for purposes of Item 2.01.
Reference
is made to the disclosure made under Item 1.01 and Item 3.02 of this
Current
Report on Form 8-K, which is incorporated herein by reference.
Prior
to
the transaction EMCORE owned a 13.6% equity interest in K2 as a result
of a $1
million investment that EMCORE made in K2 in October 2004. In addition,
K2 was a
supplier to EMCORE of analog external cavity lasers for CATV
applications.
Item
3.02. Unregistered
Sales of Equity Securities.
See
Item 1.01, “Entry into a Material Definitive Agreement,”
above.
In
connection with the merger, EMCORE will issue 548,688 shares of EMCORE
common
stock, no par value, to K2’s shareholders. The offer and sale was made
pursuant to Rule 506 of Regulation D under the Securities Act of 1933,
as
amended (the “Securities Act”), and without registration under the Securities
Act, in reliance on the exemption provided thereby. EMCORE determined that
all K2 shareholders qualified as “accredited investors,” as that term is defined
under Rule 501 under the Securities Act. EMCORE relied upon the
representations, warranties, and agreements of K2 shareholders, including
their
agreement with respect to restrictions on resale, in support of the satisfaction
of the conditions of such exemption. EMCORE has agreed to file a shelf
registration statement with respect to the resale of the EMCORE shares
by no
later than June 8, 2006.
Item
9.01. Financial
Statements and Exhibits.
(a)
Financial
Statements of Business Acquired.
Pending
review of K2’s December financial results, EMCORE has not yet determined whether
the acquisition is deemed significant for purposes of Item 2.01. If
required, the applicable financial statements will be filed on Form 8-K/A
as soon as practicable, but not later than 71 calendar days after the date
that
this Current Report on Form 8-K must be filed.
(b)
Pro
Forma
Financial Information.
Pending
review of K2’s December financial results, EMCORE has not yet determined whether
the acquisition is deemed significant for purposes of Item 2.01. If
required, the applicable financial statements will be filed on Form 8-K/A
as soon as practicable, but not later than 71 calendar days after the date
that
this Current Report on Form 8-K must be filed.
(c)
Exhibits
|
Exhibit
No.
|
Description |
| Merger Agreement, dated January 12, 2006, by and among K2 Optronics, Inc., EMCORE Corp., and EMCORE Optoelectronics Acquisition Corp. |
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.
| EMCORE CORPORATION | |
|
By: /s/
Thomas G. Werthan
Thomas
G. Werthan
Chief
Financial Officer
|
Dated: January
19,
2006
EXHIBIT
INDEX
|
Exhibit
No.
|
Description |
| Merger Agreement, dated January 12, 2006, by and among K2 Optronics, Inc., EMCORE Corp., and EMCORE Optoelectronics Acquisition Corp. |