PRESS RELEASE
Published on November 19, 2008
Exhibit
(a)(11)
PRESS
RELEASE
EMCORE Corporation Announces
409ATender Offer for Employee Stock Options
Albuquerque,
New Mexico, November 19, 2008 – EMCORE Corporation (NASDAQ: EMKR – News), a
leading provider of compound semiconductor–based components and subsystems for
the broadband, fiber optic, satellite, and terrestrial solar power markets,
today announced that it has commenced a tender offer for 164,088 stock options
outstanding under its 2000 Incentive Stock Option Plan which are held by 91 of
its current non-officer employees. As a result of the Company’s
previously announced voluntary inquiry into its historical stock option granting
practices, which was concluded in 2006, the Company determined that an incorrect
grant date was used in the granting certain options. As a result, the options
were granted at an exercise price below the fair market value of the Company’s
common stock as of the correct date of grant. Consequently, employees
holding these options face a potential tax liability under Section 409A of the
Internal Revenue Code and similar sections of certain state tax codes, unless
remedial action is taken to adjust the exercise price of these options prior to
December 31, 2008.
Under the
terms of the tender, employees holding such options will be given the
opportunity to amend these options to increase the exercise price to a higher
price that is equal to the fair market value on the date which has been
determined to be the correct date of issuance for these options. In
addition, employees electing to tender their options will also receive a cash
payment for each tendered option equal to the difference between the original
exercise price and the new exercise price. If all eligible options
are tendered, the anticipated cash payment will total
$44,000. the Company expects that the tender offer will remain
open until 11:59 p.m. Mountain Time on December 17, 2008, although it may be
extended at the Company’s discretion. Further details regarding the
tender can be obtained from the filing on Schedule TO which the Company filed
today with the Securities and Exchange Commission.
About
EMCORE:
EMCORE
Corporation is a leading provider of compound semiconductor–based components and
subsystems for the broadband, fiber optic, satellite and solar power markets.
EMCORE's Fiber Optics segment offers optical components, subsystems and systems
that enable the transmission of video, voice and data over high–capacity fiber
optic cables for high–speed data and telecommunications, cable television (CATV)
and fiber–to–the–premises (FTTP) networks. EMCORE's Solar Power segment provides
solar products for satellite and terrestrial applications. For satellite
applications, EMCORE offers high–efficiency compound semiconductor–based gallium
arsenide (GaAs) solar cells, covered interconnect cells and fully integrated
solar panels. For terrestrial applications, EMCORE offers concentrating
photovoltaic (CPV) systems for utility scale solar applications as well as
offering its high–efficiency GaAs solar cells and CPV components for use in
solar power concentrator systems. For specific information about our company,
our products or the markets we serve, please visit our website at http://www.emcore.com.
Safe
Harbor
Statements
in this press release that are not historical facts, and the assumptions
underlying such statements, constitute "forward- looking statements" and
assumptions underlying "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 and involve a number of risks and uncertainties, including
the risk that unforeseen circumstances may prevent the successful conclusion of
the tender offer. Readers should also review the risk factors set forth in
EMCORE's Annual Report on Form 10-K for the fiscal year ended September 30,
2007. These forward-looking statements are made as of the date hereof, and
EMCORE does not assume any obligation to update these statements.
Contact:
John M.
Markovich
EMCORE
Corporation
Chief
Financial Officer
(505)
332-5000