8-K: Current report filing
Published on February 4, 2008
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
29, 2008
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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10420
Research Road, SE, Albuquerque, NM 87123
Address
of principal executive offices, including zip code
(505)
332-5000
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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
3.02 Unregistered
Sales of Equity Securities.
On
January 29, 2008, EMCORE Corporation (the “Company”), in privately negotiated
transactions, entered into separate agreements with holders of approximately
97.5%, or approximately $83.3 million aggregate principal amount, of its
outstanding 5.50% convertible senior subordinated notes due 2011 (the “Notes”)
pursuant to which this small number of holders converted their Notes into the
Company’s common stock. Upon completion of the conversion of the
Notes, the Company will have issued 11,884,937 shares of its common stock,
based
on a conversion price of $7.01, in accordance with the terms of the
Notes. The issuance of the Company’s common stock upon conversion of
the Notes is made in reliance on the exemption from the registration
requirements provided under Section 3(a)(9) of the Securities Act of
1933. To
incentivize the holders to convert their Notes, the Company made cash payments
to such holders equal to 4% of the principal amount of the Notes converted,
or
$3.3 million, plus accrued interest of approximately $1.0 million on the Notes
converted.
In
addition, on January 29, 2008, the Company called for redemption all of its
outstanding Notes. The redemption date is February 20, 2008 (the
“Redemption Date”), and the redemption price, which will be paid in cash, is
100% of the principal amount of the Notes redeemed, plus accrued and unpaid
interest to, but not including, the Redemption Date.
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:
February 4, 2008
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By: /s/
Adam Gushard
Name:
Adam Gushard
Title: Interim
Chief Financial Officer
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