8-K: Current report filing
Published on February 25, 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
22, 2008
Date
of Report (Date of earliest event reported)
EMCORE
CORPORATION
Exact
Name of Registrant as Specified in its Charter
|
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
2.01 Completion
of Acquisition or Disposition of Assets.
On
February 22, 2008, the Company completed its previously announced acquisition
of
the telecom portion of Intel Corporation’s Optical Platform
Division. The telecom assets acquired include intellectual property,
assets and technology comprised of tunable lasers, tunable transponders, 300-pin
transponders, and integrated tunable laser assemblies (ITLA).
The
purchase price was $75 million in cash and $10 million in the Company’s common
stock, priced at a volume-weighted average price of $13.84 per
share. Under the terms of the Agreement, the purchase price of $85
million could be adjusted based on an inventory true-up, plus specifically
assumed liabilities.
This
acquisition enhances EMCORE’s presence in the telecommunications market segment
and expands its fiber optics product portfolio. The acquired assets
will be integrated into EMCORE’s Digital Products Division (EDP).
The
parties have agreed to enter into a transition services agreement under which
Intel will provide selected services to the Company for a limited period
after closing. The parties have also entered into an intellectual
property agreement under which Intel will license, subject to certain
conditions, certain related intellectual property to the Company in connection
with the Company’s use and development of the assets being transferred to
it.
The
Asset
Purchase Agreement, dated December 17, 2007, between the Company and Intel
Corporation, was filed as Exhibit 2.1 in the Company’s Form 10-Q and filed with
the Securities and Exchange Commission on February 11, 2008.
Item
9.01 Financial
Statements and Exhibits.
(a) Financial
statements of business acquired.
The
financial statements required to be filed in connection with the acquisition
described in Item 2.01 above are not included herein. The Company
will file the required financial statements prior to May 7, 2008.
(b) Pro
forma financial information.
The
pro
forma financial information required to be filed in connection with the
acquisition described in Item 2.01 above are not included herein. The
Company will file the required pro forma financial information prior to May
7,
2008.
(d) Exhibits
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Exhibit
Number
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Description
|
|
99.1
|
Press
Release, dated February 22, 2008, issued by EMCORE
Corporation.
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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:
February 25, 2008
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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
Number
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Description
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99.1
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Press
Release, dated February 22, 2008, issued by EMCORE
Corporation.
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