8-K: Current report filing
Published on August 24, 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
August
18, 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 Number
|
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
2.01. COMPLETION
OF ACQUISITION OR DISPOSITION OF ASSETS.
On
August
18, 2006, EMCORE Corporation, a New Jersey corporation ("EMCORE"), completed
the
previously announced sale of the assets of its Electronic Materials & Device
division (the "EMD Business"), including inventory, fixed assets, and
intellectual property, pursuant to an Asset Purchase Agreement, dated July
19,
2006 (the “Purchase Agreement”), between EMCORE, IQE, plc, a public limited
company organized under the laws of the United Kingdom ("IQE"), and IQE RF,
LLC,
a New Jersey limited liability company and a wholly owned subsidiary of IQE
("Purchaser").
Under
the
terms of the Purchase Agreement, EMCORE sold the EMD Business to Purchaser
for
$16.0 million, consisting of a $0.2 million deposit previously delivered
to
EMCORE, $12.8 million delivered via wire transfer on August 18, 2006, and
$3.0
million in the form of a secured promissory note of IQE and Purchaser (the
"Note"), guaranteed by IQE's affiliates. The Note is to be repaid in four
quarterly installments and bears interest at an annual rate of 7.5%. All
56
employees of the EMD Business were transferred to IQE in connection with
the
sale of the business.
Pursuant
to the Purchase Agreement, EMCORE has covenanted not to solicit for employment
the employees of IQE for a period of two years following the closing of the
transaction (including the transferred employees of EMCORE), and, subject
to
limited exceptions, has covenanted not to compete in the field of development,
manufacture, sale or distribution of products sold by the EMD Business for
a
period of four years following the closing of the transaction. EMCORE has
also
agreed to indemnify Purchaser against certain losses incurred in connection
with
the Purchase Agreement. As part of the transaction, EMCORE retained the right
to
continue to use the intellectual property of the EMD Business in the manufacture
and sale of its products (other than the commercial sale of epitaxial
wafers).
The
foregoing description of the Purchase Agreement is not complete and is qualified
in its entirety by reference to the Purchase Agreement, which is filed herewith
as Exhibit 2.1 and is incorporated herein by reference. The Purchase Agreement
has been filed herewith to provide investors with information regarding its
terms. It is not intended to provide any other factual information about
EMCORE,
Purchaser or IQE. In particular, the assertions embodied in the representations
and warranties contained in the Purchase Agreement are qualified by information
in confidential disclosure schedules provided by EMCORE to IQE and Purchaser
in
connection with the signing of the Purchase Agreement. These disclosure
schedules contain information that modifies, qualifies and creates exceptions
to
the representations and warranties set forth in the Purchase Agreement.
Moreover, certain representations and warranties in the Purchase Agreement
were
used for the purpose of allocating risk between EMCORE, Purchaser and IQE,
rather than establishing matters as facts. Accordingly, you should not rely
on
the representations and warranties in the Purchase Agreement as
characterizations of the actual state of facts about EMCORE, Purchaser or
IQE.
ITEM
8.01. OTHER
EVENTS.
On
August 21
2006, EMCORE issued a press release announcing the completion of the sale
of the
EMD Business. The press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS.
(b) Pro
Forma Financial Information
The
unaudited pro forma condensed consolidated statements of operations of EMCORE
for the year ended September 30, 2005 and the nine months ended June 30,
2006
and the unaudited pro forma condensed consolidated balance sheet of EMCORE
as of
June 30, 2006 are attached hereto as Exhibit 99.2 and are incorporated herein
by
reference.
(d) Exhibits
|
Exhibit
Number
|
Description
|
|
2.1
|
Asset
Purchase Agreement between IQE RF, LLC, IQE, plc, and EMCORE Corporation,
dated July 19, 2006 (excluding schedules, which EMCORE will furnish
to the
U.S. Securities and Exchange Commission upon request) (incorporated
by
reference to EMCORE Corporation's Current Report on Form 8-K filed
on July
24, 2006).
|
|
99.1
|
Press
Release, dated August 21, 2006, issued by EMCORE Corporation.
|
|
99.2
|
Unaudited
Pro Forma Financial Information.
|
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
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|
Dated:
August 24, 2006
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By: /s/
Thomas G. Werthan
Name:
Thomas G. Werthan
Title:
Chief Financial Officer
|
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
2.1
|
Asset
Purchase Agreement between IQE RF, LLC, IQE, plc, and EMCORE Corporation,
dated July 19, 2006 (excluding schedules, which EMCORE will furnish
to the
U.S. Securities and Exchange Commission upon request) (incorporated
by
reference to EMCORE Corporation's Current Report on Form 8-K filed
on July
24, 2006).
|
|
99.1
|
Press
Release, dated August 21, 2006, issued by EMCORE Corporation.
|
|
99.2
|
Unaudited
Pro Forma Financial Information.
|