8-K: Current report filing
Published on April 19, 2007
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
13, 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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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01 Entry
Into a Material Definitive Agreement.
On
April
13, 2007, EMCORE
Corporation (the “Company”) entered into a stock purchase agreement among the
Company, Opticomm Corporation and the Shareholders of Opticomm. Pursuant to
the
stock purchase agreement, the Company acquired privately held Opticomm
Corporation of San Diego, California, including its fiber optic video, audio
and
data networking business, technologies, and intellectual property. The stock
purchase transaction closed on Friday, April 13, 2007. The Company paid $4.0
million initial consideration for all of the shares of Opticomm. The Company
also agreed to an additional earn-out payment based on Opticomm’s 2007 revenues.
The Company’s management anticipates that this transaction will provide
approximately $7.0 million of revenue for calendar year 2007, and upon
integration will be operationally profitable. In 2006, Opticomm generated
revenues of $6.3 million and had positive net income.
A
copy of
the stock purchase agreement is attached hereto as Exhibit 2.1. The foregoing
summary of the stock purchase agreement is qualified in its entirety by
reference to the Stock Purchase Agreement, which is filed as an exhibit to
this
Current Report on Form 8-K and is hereby incorporated herein by reference
thereto.
Item
2.01 Completion
of Acquisition or Disposition of Assets.
As
described in Item 1.01 above, the Company acquired all of the outstanding stock
of Opticomm Corporation. The information set forth above under Item 1.01
“Entry into a Material Definitive Agreement” is incorporated by reference into
this Item 2.01.
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangement of Certain Officers.
Brodie
Severance Agreement
The
Company announced today that Mr. Howard W. Brodie, an Executive Vice President,
the Chief Legal Officer and Secretary of the Company, has resigned and will
leave the Company on April 27, 2007. Mr. Brodie joined the Company in 1999.
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.
Mr. Brodie decided against relocation and will become the General Counsel of
a
private company.
In
connection with his departure, Mr. Brodie entered into a Severance Agreement
with the Company dated April 17, 2007 (the “Severance Agreement”) specifying his
severance benefits. In accordance with the Company’s Severance Policy adopted in
2004, under the terms of the Severance Agreement the Company will pay Mr. Brodie
$313,939 (equal to 68 weeks of his salary plus automobile expenses), less
applicable tax withholdings and deductions, in a lump-sum payment to be paid
on
October 31, 2007. Additionally, to the extent Mr. Brodie elects to continue
coverage under the Company’s health plans pursuant to the Consolidated Omnibus
Budget Reconciliation Act of 1985 (“COBRA”), as amended, the Company will pay
the portion of the COBRA premiums, up to a maximum of 68 weeks, equal to the
amount that the Company would have otherwise paid for health insurance coverage
if Mr. Brodie were an active employee of the Company during such time. Also,
until the lump sum severance payment is made, the Company will pay Mr. Brodie’s
portion of the COBRA premiums, which total amount of premiums will then be
deducted from Mr. Brodie’s lump sum severance payment. No later than October 31,
2007, the Company will also pay Mr. Brodie $55,341, less applicable withholdings
and deductions, representing the amount earned by Mr. Brodie under the Company’s
2006 Executive Cash Bonus Plan.
A
copy of
the Severance Agreement is attached hereto as Exhibit 10.1. The foregoing
summary of the Severance Agreement is qualified in its entirety by reference
to
the Severance Agreement, which is filed as an exhibit to this Current Report
on
Form 8-K and is hereby incorporated herein by reference thereto.
Adoption
of Severance Policy
On
March
29, 2007, the Company’s Compensation Committee approved an Executive Severance
Policy, effective as of May 1, 2007 (the “Effective Date”), subject to
completion and approval of documentation which approval was given on April
18,
2007. The Severance Policy amends the fundamental terms of a severance policy
adopted by the Compensation Committee in 2004. Under the Severance Policy
participants in the policy at the Executive Vice President or higher level
will
receive (i) for those hired or promoted prior to the Effective Date, the
continuation of their base salary for a period equal to one year and two
weeks
plus two additional weeks for each year the participant was employed by the
Company or (ii) for those hired or promoted on or after the Effective Date,
the
continuation of their base salary for a period equal to one year and one
week
plus one additional week for each year the participant was employed by the
Company. Participants at the Vice President or lower level will receive (i)
for
those hired or promoted prior to the Effective Date, the continuation of
their
base salary for a period equal to five months and two weeks plus two additional
weeks for each year the participant was employed by the Company or (ii) for
those hired or promoted on or after the Effective Date, the continuation
of
their base salary for a period equal to five months and one week plus one
additional week for each year the participant was employed by the Company.
If,
following a Disposition (as defined in the Severance Policy), a participant’s
employment is terminated after the end of a fiscal year but before annual
bonus
or pay-for-performance payments are distributed and the participant would
otherwise be entitled to a bonus, the participant will remain entitled to
the
annual bonus or pay-for-performance payment attributable to the immediately
preceding fiscal year. The Severance Policy also provides that participants
will
be eligible for certain benefits, including continued payment of certain
health
insurance premiums, outplacement services and other perquisites. The previous
Severance Policy provided continuation of base salary for a period equal
to one
year and two weeks plus two additional weeks for each year the participant
was
employed by the Company at the Executive Vice President or higher level and
for
a period equal to five months and two weeks plus two additional weeks for
each
year the participant was employed by the Company for those at the Vice President
or lower level.
A copy of the Executive Severance Policy is attached hereto as Exhibit 10.2. The foregoing summary of the Executive Severance Policy is qualified in its entirety by reference to the Executive Severance Policy, which is filed as an exhibit to this Current Report on Form 8-K and is hereby incorporated herein by reference thereto.
Item
8.01 Other
Events.
Repurchase
of Certain Senior Subordinated Notes
On
April
13, 2007, the Company exercised its rights under those certain Consents to
Amendment and Waiver, dated April 9, 2007, between the Company and the
Consenting Holders party thereto, to repurchase $9.44 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, between the Company and Deutsche
Bank Trust Company Americas, as trustee (the “Trustee”) and $1.99 million of its
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 purchase price for the Notes is 100% of the face value
thereof plus accrued and unpaid interest
EMCORE
Corporation Amended and Restated 2000 Stock Option Plan: Fair Market Value
Definition
At
a
meeting of the Board of Directors of the Company held on April 13, 2007, the
Board took action to reaffirm the Company’s historical procedures for
determining the exercise price of stock options granted under the Company’s
Amended and Restated 2000 Stock Option Plan (the “Plan”). Specifically, the
Board approved: (i) the Company’s historical practice of determining Fair Market
Value under the Plan based on the closing price of the Company’s common stock
rather than the mean of the highest and lowest sale prices from the adoption
of
the Plan through 2006; and (ii) the Company’s use of the mean of the highest and
lowest sale prices to determine Fair Market Value for all stock option grants
under the Plan from January 1, 2007 through April 15, 2007 and for a grant
to
the Company’s President in December 2006. The Board also adopted a definitive
amendment to the definition of “Fair Market Value” in Section 2(n) of the Plan
in order to conform the Plan document to the Board’s option pricing practice.
The Plan requires the per-share exercise price for incentive stock options
issued under the Plan to be at least be equal to 100 percent of the Fair Market
Value of a share of common stock of the Company at the time the options are
granted. Consistent with the Company’s historical practice and operation of the
Plan since its inception, the amendment memorializes the prior change in the
definition of Fair Market Value from the mean of the highest and lowest sale
prices for a share of the Company’s common stock in Nasdaq National Market
trading to the closing sale price for a share of its common stock in Nasdaq
Global Market trading provided the Company’s common stock is listed on such
Market. This amendment of the Plan document is consistent with one of the
recommendations of the Special Committee of the Company’s Board of Directors
that stock options continue to be priced using the closing price on the date
of
grant.
ITEM
9.01 Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit
Number
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Exhibit
Description
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2.1
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Stock
Purchase Agreement, dated as of April 13, 2007, by and among EMCORE
Corporation, Opticomm Corporation and the persons named on Exhibit
1
thereto
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10.1
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Brodie
Severance Agreement
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10.2
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Executive
Severance Policy
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99.1
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Amended
and Restated Section 2(n) of Amended and Restated EMCORE Corporation
2000
Stock Option Plan
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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 19, 2007
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By: /s/
Adam Gushard
Name:
Adam Gushard
Title:
Interim Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Exhibit
Description
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2.1
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Stock
Purchase Agreement, dated as of April 13, 2007, by and among EMCORE
Corporation, Opticomm Corporation and the persons named on Exhibit
1
thereto
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10.1
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Brodie
Severance Agreement
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10.2
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Executive
Severance Policy
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99.1
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Amended
and Restated Section 2(n) of Amended and Restated EMCORE Corporation
2000
Stock Option Plan
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