8-K: Current report filing
Published on April 24, 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
April 20,
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, New Mexico 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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[Missing Graphic Reference]
Item
2.01 Completion of Acquisition or Disposition of Assets.
On April
20, 2008, EMCORE Corporation (the “Company”) completed its previously announced
acquisition of the enterprise and storage assets of Intel Corporation’s
(“Seller”) Optical Platform Division as well as the Intel® Connects Cables
business. The assets include intellectual property, inventory, fixed
assets and technology relating to optical transceivers for enterprise and
storage customers, as well as optical cable interconnects for high-performance
computing clusters.
As
consideration for the purchase of the assets of Seller by the Company in
accordance with the Agreement, the Company issued 3.7 million restricted shares
of the Company’s common stock to Seller. In addition, the Company may
be required to make an additional payment to Seller based on the Company’s stock
price twelve months after the closing of the transaction. In the
event that the Company is required to make an additional payment, it has the
option to make that payment in cash, its common stock or both (not to exceed the
equivalent of 1.3 million shares).
The
parties have entered into a transition services agreement under which Seller
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 Seller 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
Company issued a press release in connection with the completion of the
acquisition. The press release is attached to this Current Report on
Form 8-K as exhibit 99.1 and is incorporated herein by reference
thereto.
Item
9.01 Financial Statements and Exhibits.
(a) Financial statements of
businesses 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 in an amendment to this Current
Report on Form 8-K by the date such financial statements are required to be
filed pursuant to the requirements of Item 9.01 of Form 8-K.
(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 financial statements in an amendment to this
Current Report on Form 8-K by the date such information is required to be filed
pursuant to the requirements of Item 9.01 of Form 8-K.
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(d)
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Exhibits.
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Exhibit
Number
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Description
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99.1
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Press
Release, dated April 21, 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:
April 24, 2008
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By: /s/ Adam Gushard
Name:
Adam Gushard
Title: Interim
Chief Financial Officer
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