8-K: Current report filing
Published on February 20, 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
February
15, 2008
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
|
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:
|
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
February 15, 2008, we entered into a Securities Purchase Agreement with
accredited investors for the sale of $100,000,000 of restricted common stock
and
warrants. Under this agreement, the investors will purchase 8,000,000
shares of our common stock, no par value, and warrants to purchase an additional
1,400,000 shares of our common stock. The purchase price was $12.50
per share, priced
at
the 20 day volume-weighted average price. The warrants grant
the holder the right to purchase one share of our common stock at a price of
$15.06 per share. The warrants are immediately exercisable and remain
exercisable for a period of 5 years from the closing date.
In
addition, we also entered into a Registration Rights Agreement with the
investors. Under this agreement, we agreed to register for resale the
shares of common stock to be issued in this transaction and the shares of common
stock to be issued upon exercise of the warrants.
The foregoing description is qualified in its entirety by reference to the Stock Purchase Agreement, Registration Rights Agreement and form of Warrant which are attached to this Current Report as Exhibits 10.1, 10.2 and 10.3, respectively, and incorporated by herein by reference.
ITEM
3.02 Unregistered
Sales of Equity Securities.
On
February 15, 2008, under the Stock Purchase Agreement described under Item
1.01
above, we agreed to issue and sell to accredited investors 8,000,000 shares
of
restricted common stock and warrants to purchase an additional 1,400,00 shares
of restricted common stock for aggregate proceeds of
$100,000,000. The warrants grant the holder the right to purchase one
share of our common stock at a price of $15.06 per share. The
warrants are immediately exercisable and remain exercisable for a period of
5
years from the closing date
Jefferies
& Company, Inc. acted as the Lead Placement Agent and Canaccord Adams Inc.,
Lazard Freres & Co. LLC and Merriman Curhan & Ford Co. acted as
co-placement agents for the private placement. We will pay the
placement agents an aggregate commission equal to 5.75% of the aggregate gross
proceeds.
The
issuance and sale of the common stock and warrants in the private placement
were
made in reliance on the exemptions from registration provided by Section 4(2)
of
the Securities Act of 1933 and/or Rule 506 of Regulation D promulgated
thereunder.
ITEM
9.01 Financial
Statements and
Exhibits.
|
(d)
|
Exhibits
|
|
Exhibit
Number
|
Description
|
|
|
10.1
|
Securities
Purchase Agreement, dated February 15, 2008, by and among EMCORE
Corporation and the purchasers listed therein.
|
|
|
10.2
|
Registration
Rights Agreement, dated February 15, 2008, by and among EMCORE Corporation
and the purchasers listed therein.
|
|
|
10.3
|
Form
of Warrant
|
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:
February 20, 2008
|
By: /s/
Adam Gushard
Name:
Adam Gushard
Title: Interim
Chief Financial Officer
|
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
10.1
|
Securities
Purchase Agreement, dated February 15, 2008, by and among EMCORE
Corporation and the purchasers listed therein.
|
|
|
10.2
|
Registration
Rights Agreement, dated February 15, 2008, by and among EMCORE Corporation
and the purchasers listed therein.
|
|
|
10.3
|
Form
of Warrant
|