8-K: Current report filing
Published on September 7, 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
31, 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
1.01. ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT.
On
August
31, 2006, EMCORE Corporation, a New Jersey corporation ("EMCORE"), entered
into a membership interest purchase agreement (the "Purchase Agreement") with
General
Electric Corporation, a New York corporation, acting through the GE Lighting
operations of its Consumer and Industrial division
("Purchaser"), pursuant to which EMCORE sold its 49% membership interest (the
"EMCORE Membership Interest") in GELcore, LLC, a Delaware limited liability
company ("GELcore"), to Purchaser, which prior to the transaction owned the
remaining 51% membership interest in GELcore. Pursuant to the terms of the
Purchase Agreement, Purchaser paid EMCORE $100.0 million in cash for the EMCORE
Membership Interest. The sale was completed on August 31, 2006.
Under
the
terms of the Purchase Agreement, EMCORE has covenanted not to hire or solicit
for hire any then current employee or independent contractor of GELcore or
Purchaser's Global Research Center for a period of two years following the
closing of the transaction, subject to certain exceptions. EMCORE has also
covenanted not to compete in the business of designing, developing, sourcing,
manufacturing, or having manufactured or assembling LED products for marketing,
distribution or sale in the LED field or the illumination field for a period
of
three years following the closing of the transaction, provided, that such
restriction shall not apply to the business of designing, developing, sourcing,
manufacturing or having manufactured products containing one or more LEDs for
marketing or sale in the data communications, telecommunication, storage, FTTX
or CATV markets for applications in which the products will be used for
transmitting video, voice or data through a fiber optic cable or other signal
transmitting media and are subject to other exceptions set forth in the Purchase
Agreement. EMCORE and Purchaser have each agreed to indemnify the other with
respect to certain matters in connection with the Purchase Agreement, subject
to
certain limitations.
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 GELcore. 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
Purchaser and by Purchaser to EMCORE 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 and Purchaser 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 GELcore.
ITEM
2.01. COMPLETION
OF ACQUISITION OR DISPOSITION OF ASSETS.
Item
1.01
of this Form 8-K is hereby incorporated by reference in its
entirety.
ITEM
8.01. OTHER
EVENTS.
On
August
31 2006, EMCORE issued a press release announcing the sale of the EMCORE
Membership Interest. 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
|
Membership
Interest Purchase Agreement, dated as of August 31,
2006, by and between General Electric Corporation, acting through
the GE
Lighting operations of its Consumer and Industrial division, and
EMCORE
Corporation.1
|
|
99.1
|
Press
Release, dated August 31, 2006, issued by EMCORE Corporation.
|
|
99.2
|
Unaudited
Pro Forma Financial Information.
|
1 The
schedules to the Membership
Interest Purchase Agreement
have
been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K.
EMCORE Corporation will supplementally furnish copies of any such schedules
to
the U.S. Securities and Exchange Commission upon request.
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
|
|
Dated:
September 7, 2006
|
By: /s/
Thomas G. Werthan
Name:
Thomas G. Werthan
Title:
Chief Financial Officer
|
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
2.1
|
Membership
Interest Purchase Agreement, dated as of August 31,
2006, by and between General Electric Corporation, acting through
the GE
Lighting operations of its Consumer and Industrial division, and
EMCORE
Corporation.1
|
|
99.1
|
Press
Release, dated August 31, 2006, issued by EMCORE Corporation.
|
|
99.2
|
Unaudited
Pro Forma Financial Information.
|