December 10, 1998 - SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities | EMCORE Corporation (EMKR)

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*

Emcore Corporation
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(Name of Issuer)

Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)

290846-10-4
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(CUSIP Number)

James Coonan - Masuda, Funai, Eifert & Mitchell, Ltd.
One East Wacker Drive, Chicago, Illinois 60601 Tel: (312) 245-7500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

December 1, 1998
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(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of rule 13d-1(b)(3) or (4), check the following box [ ].

Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)

NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

*SEE INSTRUCTIONS BEFORE FILLING OUT!

ITEM 1. SECURITY AND ISSUER

The class of securities to which this statement relates is the common stock
("Common Stock") of Emcore Corporation, a corporation organized under the laws
of the State of New Jersey ("Emcore"). The address of the principal executive
office of Emcore is 394 Elizabeth Avenue, Somerset, New Jersey 08873.

On December 1, 1998, Hakuto Co. Ltd ("Hakuto") purchased 264,286 shares of
Series I Redeemable Convertible Preferred Stock ("Preferred Stock") from
Emcore. Each share of Preferred Stock is currently convertible into one share
of Common Stock. At the time of purchase of the Preferred Stock, Hakuto owned
442,368 shares of Common Stock.

On March 18, 1997, Hakuto reported beneficial ownership of 367,368 shares of
Common Stock pursuant to the Schedule 13D for which this amendment is filed.
The subsequent acquisition of an additional 75,000 shares of Common Stock was
not reported pursuant to a Schedule 13D amendment because Hakuto's ownership
percentage of Emcore Common Stock following such purchases was less than 5%.

ITEM 2. IDENTITY AND BACKGROUND

Name: Hakuto Co. Ltd.

Place of Organization: Japan

Principal Business: Hakuto is in the business of importing, exporting and
distributing electronic components and manufacturing
equipment, and manufacturing and distributing chemical
products.

Address of
Principal Business: 1-1-13 Shinjuku, Shinjuku-ku, Tokyo 160 Japan

Address of
Principal Office: 1-1-13 Shinjuku, Shinjuku-ku, Tokyo 160 Japan

Appendix A, which is incorporated herein by reference, lists each person who is
an executive officer or director of Hakuto, controls Hakuto or is an executive
officer or director of any corporation or person ultimately in control of
Hakuto. Appendix A also provides the business address, principal occupation
and citizenship of such persons. The persons listed on Appendix A are
collectively referred to herein as the "Directors and Executive Officers".

During the last five years, neither Hakuto nor, to its knowledge, any of the
Directors and Executive Officers has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).

During the last five years, neither Hakuto nor, to its knowledge, any of the
Directors and Executive Officers was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities subject
to, federal securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS

The funds of approximately $3.7 million for purchase of the Preferred Stock
purchased on December 1, 1998 were derived from the working capital of Hakuto.

ITEM 4. PURPOSE OF TRANSACTION

Hakuto purchased the Preferred Stock for investment purposes, and in order to
strengthen Hakuto's working relationship with Emcore. Hakuto distributes
certain of Emcore's products in several Asian countries.

As of the time of this filing, Hakuto has no plans or proposals that relate to
or would result in any of the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D. However, the plans and intentions of Hakuto may change
at any time.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) Hakuto beneficially owns 706,654 shares of Common Stock, which represents
7.3% of the issued and outstanding shares of Common Stock of Emcore
(assuming conversion of Hakuto's shares of Preferred Stock).

(b) Hakuto has the sole power to vote and to dispose of all of the shares of
Common Stock reported hereunder.

(c) None.

(d) None.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIP WITH RESPECT TO
SECURITIES OF THE ISSUER

None.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

December 10, 1998 HAKUTO CO. LTD.

/s/ James M. Coonan,
----------------------------
James M. Coonan, Esq.
Authorized Representative*

* A power of attorney is attached hereto as Appendix B.

APPENDIX A

DIRECTORS AND EXECUTIVE OFFICERS OF HAKUTO CO. LTD.

The following persons are the directors and executive officers of Hakuto Co.
Ltd.:

Each of the persons listed above is a full-time employee of Hakuto except for
Eiichi Miyake (who is President of San-ei Giken Inc. of Amagaseki, Japan) and
Thomas Takayama, who is a medical researcher at the University of Washington.
Except for Thomas Takayama, who is a U.S. citizen, each person listed above is
a citizen of Japan.

APPENDIX B

[LOGO OF HAKUTO]
[LETTERHEAD OF HAKUTO]

POWER OF ATTORNEY

HAKUTO CO., LTD., a corporation organized under the laws of Japan (the
"Company"), hereby makes, constitutes, and appoints each of MASARU FUNAI and
JAMES COONAN of Masuda, Funai, Eifert & Mitchell, Ltd., the Company's United
States legal counsel, as a true and lawful attorney for and in the Company's
name, to execute and deliver jointly and severally, all documents and take such
actions as may be necessary or appropriate to prepare and file with the United
States Securities and Exchange Commission, and any other federal or state
agency, all reports, filings and documents relating to the acquisition,
ownership or disposition of securities of EMCORE Corporation, giving and
grating unto each of MASARU FUNAI and JAMES COONAN, said attorneys, full power
and attorney, jointly and severally, to do and perform all acts in connection
therewith as the Company could do in its own stead, with full power of
substitution and revocation, hereby ratifying and confirming all that either
MASARU FUNAI and JAMES COONAN or their substitutes shall lawfully do or cause
to be done by virtue thereof.

IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be
executed this 21st day of March, 1997.

HAKUTO CO., LTD.

By: /s/ Tomoyuki Yamawaki
----------------------
Name: Tomoyuki Yamawaki
Title: Vice President,
Corporate Planning