POS AM: Post-effective amendment to a registration statement that is not immediately effective upon filing
Published on April 21, 2009
As
filed with the Securities and Exchange Commission on April 21, 2009
Registration
No. 333-149860
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________________
Post-Effective
Amendment No. 2
to
Form
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________
EMCORE
Corporation
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New Jersey
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3674
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22-2746503
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(State
or other jurisdiction of
incorporation
or organization)
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(Primary
Standard Industrial
Classification
Code Number)
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(I.R.S.
Employer
Identification
Number)
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EMCORE
Corporation
10420
Research Road, SE
Albuquerque,
New Mexico 87123
(505-332-5000)
Agent For
Service
KEITH
J. KOSCO, ESQ.
EMCORE
Corporation
10420
Research Road, SE
Albuquerque,
New Mexico 87123
(505-332-5000)
With
Copies To:
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TOBIAS
L. KNAPP, ESQ.
Jenner
& Block LLP
919
Third Avenue
37th
Floor
New
York, New York 10022
(212-891-1600)
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Approximate
date of commencement of proposed sale to the public: Not
applicable.
If the
only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box: [
]
If any of
the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [ ]
If this
form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this
Form is a post−effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer, or a smaller reporting company.
See definitions of “large accelerated filer”, “accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one)
o Large accelerated
filer x Accelerated
filer o
Non-accelerated
filer o
Smaller reporting company
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. [ ]
This
Post−Effective Amendment No. 2 to Registration Statement on Form S−1 (Reg. No.
333−149860) shall hereafter become effective in accordance with
the provisions of Section 8(c) of the Securities Act of 1933, as
amended.
DEREGISTRATION
OF SECURITIES
EMCORE
Corporation (the “Registrant”) filed with the Securities and Exchange Commission
on March 21, 2008, a Registration Statement on Form S-1 (Reg. No. 33-149860) (the
“Registration Statement”), which originally registered 9,400,003 shares of
common stock, no par value, of the Registrant for resale by the selling
stockholders named therein. The Registrant’s contractual obligation to maintain
the effectiveness of the Registration Statement has terminated. Pursuant to the
undertaking contained in the Registration Statement, the Registrant is filing
this Post-Effective Amendment No. 2 to Form S-1 to deregister such number of
shares originally registered by the Registration Statement as remain unsold as
of the termination of the offering.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing this Post-Effective Amendment No. 2 to Form S-1 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Albuquerque, State of New Mexico, on the
21st day of April, 2009.
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EMCORE
CORPORATION
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Date:
April 21, 2009
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By:
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/s/
Reuben F. Richards, Jr.
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Reuben
F. Richards, Jr.
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Executive
Chairman & Chairman of the Board
(Principal
Executive Officer)
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Date:
April 21, 2009
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By:
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/s/
Hong Q. Hou
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Hong
Q. Hou, Ph.D.
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Chief
Executive Officer
(Principal
Executive Officer)
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Pursuant
to the requirements of the Securities Exchange Act of 1933, this Registration
Statement has been signed by the following persons on behalf of the registrant
in the capacities indicated, on April 21, 2009.
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Signature
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Title
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/s/ Reuben F. Richards, Jr.
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Reuben
F. Richards, Jr.
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Executive
Chairman and Chairman of the Board (Principal Executive
Officer)
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/s/ Hong
Q.
Hou
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Hong
Q. Hou, Ph.D.
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President,
Chief Executive Officer, and Director (Principal Executive
Officer)
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/s/ John M.
Markovich
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John
M. Markovich
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Chief
Financial Officer (Principal Financial and Accounting
Officer)
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*
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Thomas
J. Russell, Ph.D.
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Director
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*
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Charles
T. Scott
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Director
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*
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John
Gillen
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Director
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*
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Robert
Bogomolny
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Director
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* By:
Reuben
F. Richards
Attorney
in Fact
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