8-K: Current report filing
Published on February 17, 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
February
13, 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.
A. Amendment
to Incentive Stock Option Plan.
On
February 13, 2006, the stockholders of the Company
approved
an amendment to the Company's Amended
and Restated 2000 Stock Option Plan (the "Option Plan") to increase the
number
of shares of Common
Stock
available for issuance thereunder by 2,500,000 shares, to a total of
9,350,000
shares.
A
copy of
the Option Plan, as amended, is attached as Exhibit 10.1 to this Current
Report,
and is incorporated herein by reference.
B. Amendment
to Employee Stock Purchase Plan.
On
February 13, 2006, the stockholders of the Company approved an amendment
to the
Company's 2000 Employee Stock Purchase Plan (the "ESPP") to increase
the number
of shares of Common Stock available for issuance thereunder by 1,000,000
shares,
to a total of 2,000,000 shares.
A
copy of
the ESPP, as amended, is attached as Exhibit 10.2 to this Current Report,
and is
incorporated herein by reference.
C. Amendment
to Outside Directors’ Cash Compensation Plan.
On
February 13, 2006, the Board of Directors (the “Board”) of the Company approved
an amendment to the Outside Directors Cash Compensation Plan for non-employee
directors (the “Outside Directors Cash Compensation Plan”). The Board
resolved to reduce the fees payable to directors under the Outside
Directors
Cash Compensation Plan as follows: the meeting fee will be $4,000 and
the
committee meeting fee will be $1,500; provided, however, that the meeting
fee
for special telephonic meetings (i.e.,
Board
meetings that are not regularly scheduled and in which non-employee
directors
typically participate telephonically) will be $750 and the committee
meeting fee
for such special telephonic meetings shall be $600. Any non-employee
director
who is the chairman of a committee shall receive an additional $750
for each
meeting of the committee he or she chairs, and an additional $200 for
each
special telephonic meeting of such committee.
A
copy of
the Outside Directors Cash Compensation Plan, as amended, is attached
as Exhibit
10.3 to this Current Report, and is incorporated herein by
reference.
Item
7.01. Regulation FD
Disclosure.
In
November 2003, EMCORE Corporation ("EMCORE" or the "Company") sold its
TurboDisc
capital equipment business to Veeco Instruments Inc. ("Veeco") in a
transaction that was valued at up to $80.0 million. The selling price was
$60.0 million in cash at closing, with an additional aggregate maximum
payout of
$20.0 million over the next two years. Under the terms of the transaction,
EMCORE will receive in cash or stock 50% of all revenues from the TurboDisc
business that exceed $40.0 million in each of the two years, beginning
January
1, 2004. Veeco agreed to make their first earn-out payment in cash.
Net
sales
of TurboDisc products for the twelve months ended December 31, 2004 amounted
to
$66.3 million, resulting in an earn-out of $13.2 million for year one
of the
two-year earn-out agreement. EMCORE received a cash payment from Veeco on
March 31, 2005. On February 13, 2006, Veeco reported that net sales of
TurboDisc products for the twelve months ended December 31, 2005 amounted
to
$44.0 million, resulting in an earn-out of $2.0 million for year two
of the
earn-out agreement. Under the terms of the transaction, the Company has
thirty days to review and approve Veeco's earn-out statement.
The
information set forth in Item 7.01 of this Current Report shall not
be
incorporated by reference into any filing of the Company, whether made
before or
after the date hereof, regardless of any general incorporation language
in such
filing, unless expressly incorporated by specific reference to Item
7.01 of this
Current Report in such filing. Furthermore, the information set forth in
Item 7.01 of this Current Report shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise
be subject to the liabilities of that section or Sections 11 and 12(a)(2)
of the
Securities Act of 1933, as amended.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits
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: February
17,
2006
EXHIBIT
INDEX