SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on August 13, 2001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
UNIROYAL TECHNOLOGY CORPORATION
-------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
909163107
---------
(CUSIP Number)
EMCORE CORPORATION
145 Belmont Drive
Somerset, New Jersey 08873
(732) 271-9090
--------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 2, 2001
--------------
(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 |_|.
CUSIP No. 909163107
================================================================================
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EMCORE CORPORATION I.R.S. IDENTIFICATION NO. 22-2746503
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|X|
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_|
PURSUANT TO ITEMS 2(d) or 2(e)
- -------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
- ----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 2,693,726
WITH
------- ------------------------------------
8 SHARED VOTING POWER
None
------- ------------------------------------
9 SOLE DISPOSITIVE POWER
2,693,726
------- ------------------------------------
10 SHARED DISPOSITIVE POWER
None
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,693,726
- -------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
- -------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.35%
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------- -----------------------------------------------------------------------
CUSIP No. 909163107
================================================================================
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Russell, Thomas J. I.R.S. IDENTIFICATION NO. ___________
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|X|
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_|
PURSUANT TO ITEMS 2(d) or 2(e)
- -------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 3,578,410
WITH
------- ------------------------------------
8 SHARED VOTING POWER
2,693,726
------- ------------------------------------
9 SOLE DISPOSITIVE POWER
3,578,410
------- ------------------------------------
10 SHARED DISPOSITIVE POWER
2,693,726
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,578,410
- -------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|*
- -------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.43%
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------- -----------------------------------------------------------------------
*Thomas J. Russell has sole voting power over the shares registered in his name
and may be deemed to have shared voting power over Emcore's Shares by virtue of
his position as Chairman of the Board of Directors of Emcore. The shared voting
number reflects the number of shares that may, pursuant to Rule 13d-3 of the
Exchange Act, be deemed to be the beneficial owner by Emcore's shares and is
excluded from the aggregate amount beneficially owned.
SCHEDULE 13D
UNIROYAL TECHNOLOGY CORPORATION
Item 1. Security and Issuer
This statement on Schedule 13D relates to the common stock, $.01 par
value per share ("Common Stock"), of Uniroyal Technology Corporation, a Delaware
corporation ("Uniroyal"), the principal executive offices of which are located
at Two North Tamiami Trail, Suite 900, Sarasota Florida 34236.
Item 2. Identity and Background
(a) This statement on Schedule 13D is being filed by EMCORE
Corporation ("Emcore"), a company incorporated under the laws of New Jersey and
is being filed by Thomas J. Russell.
(b) The principal executive offices of Emcore are located at 145
Belmont Drive Somerset, New Jersey 08873. The business address of Thomas J.
Russell is located at Two North Tamiami Drive, Suite 1200, Sarasota, Florida
34236.
(c) Emcore designs, develops and manufactures compound semiconductor
wafers and devices and is a leading developer and manufacturer of the tools and
manufacturing processes used to fabricate compound semiconductor wafers and
devices. Thomas J. Russell is the Chairman of the Board of Emcore.
(d) During the past five years, none of the persons referred to in
Schedule 1 has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, neither Emcore or Thomas J. Russell
nor, to the best of Emcore's or Thomas J. Russell's knowledge, any persons
referred to in paragraph (a) above has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Thomas J. Russell is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
On August 2, 2001, Emcore and Uniroyal entered into a Membership
Interest Purchase Agreement dated August 2, 2001 whereby among other things,
Uniroyal issued to Emcore 1,965,924 shares of Uniroyal Common Stock. The source
of the funds used in entering into the transactions described above is Emcore's
membership interest in Uniroyal Optoelectronics LLC. Thomas J. Russell has not
acquired additional shares of Common Stock and has previously disclosed his
source of funds in previous fillings.
Item 4. Purpose of the Transaction
The purchase of the Common Shares of the Company made by Emcore was
made for investment purposes.
Emcore may from time to time seek to dispose of or acquire additional
Common Shares in the open market, or in privately negotiated transactions with
the Company or with other shareholders, at prices and/or other terms acceptable
to Emcore. The decision of whether to dispose of or acquire such additional
Common Shares and the timing of such dispositions or acquisitions, if any, will
depend, among other things, on the prevailing price of the Common Shares, the
availability of other investment opportunities and Emcore's continuing
assessment of the desirability of increasing its equity interest in the Company.
Except as described above and elsewhere herein, neither Emcore nor, to
its knowledge, any of the individuals or entities referred to in Item 2,
currently has any present plan or proposal which relates to, or could result in
the occurrence of, any of the events referred to in subparagraphs (a) through
(j) of Item 4 of Schedule 13D (although Emcore reserves its rights to develop
such plans).
Item 5. Interest in Securities of the Issuer
(a) Emcore directly holds 2,693,726 shares of Common Stock, which
would represent approximately 9.35% of the shares of the outstanding and
issuable Common Stock (based on the Issuer's representations in the Membership
Interest Purchase Agreement), which consists of 1,965,924 shares held directly
and 727,802 shares issuable upon the conversion of a convertible note. The
convertible note is convertible on September 20, 2001. Assuming conversion of
the Note in full on August 2, 2001, Emcore would have received 727,802 shares of
Common Stock. Thomas J. Russell directly holds 3,578,410 shares, which would
represent approximately 12.43% of the shares of the outstanding and issuable
Common Stock (based on the Issuer's representations in the Membership Interest
Purchase Agreement) and may, pursuant to Rule 13d-3 of the Exchange Act, be
deemed to be the beneficial owner of Emcore's 2,693,726 shares. Thomas J.
Russell expressly declares that this statement is not an admission of beneficial
ownership of Emcore's shares and expressly disclaims beneficial ownership of
such shares. Emcore expressly declares that this statement is not an admission
of beneficial ownership of Thomas J. Russell's shares and expressly disclaims
beneficial ownership of such shares.
(b) Emcore has the sole power to vote or direct to vote 2,693,726
shares of Common Stock, which would represent approximately 9.35% of the shares
of the outstanding and issuable Common Stock (based on the Issuer's
representations in the Membership Interest Purchase Agreement). Thomas J.
Russell has the sole power to vote or direct to vote 3,578,410 shares of Common
Stock, which would represent approximately 12.43% of the shares of the
outstanding and issuable Common Stock (based on the Issuer's representations in
the Membership Interest Purchase Agreement).
(c) Except as described herein, neither Emcore or Thomas J. Russell
nor, to the best of Emcore's knowledge, any of the persons referred to in
Schedule I attached hereto, beneficially owns or has acquired or disposed of any
shares of Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Credit Agreement. Pursuant to a Credit Agreement dated August 2, 2001, Emcore
was issued a note (the "Note") from Uniroyal Technologies Corporation in the
principal amount of $5,000,000. The Note is convertible into Uniroyal Common
Stock at the earlier of Uniroyal's consummation of the disposition of its
adhesive division or September 20, 2001 untill the Note is repaid in full. The
note is convertible at Emcore's option into a number of shares computed by
dividing the principal amount of the Note by the trading price of Uniroyal's
Common Stock, but no higher than $8.39 or lower than $6.87. If Uniroyal fails to
repay the Note after the earlier to occur of Uniroyal's consummation of the
disposition of its adhesive division or September 20, 2001, Uniroyal must pay
additional interest of 433 Shares per day.
Registration Rights Agreement. Emcore pursuant to a Registration Rights
Agreement, dated August 2, 2001, has certain registration rights, including that
Uniroyal must file and maintain the effectiveness of a shelf registration
statement covering the resale of all of Emcore's shares and are subject to
customary terms and conditions.
Item 7. Material to be filed as Exhibits
10.1 Credit Agreement, dated August 2, 2001.
10.2 Registration Rights Agreement, dated August 2, 2001.
10.3 Consent of Dr. Thomas J. Russell, dated August 13, 2001.
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.
Dated: August 13, 2001
EMCORE Corporation
By: /s/Tom Werthan
----------------------------------
Name: Tom Werthan
Title: Chief Financial Officer
Schedule I
Set forth below is the name, present principal occupation or employment of the
Board of Directors and each executive officer of Emcore Corporation. The
principal address of Emcore Corporation and, unless indicated below, the current
business address for each individual listed below is 145 Belmont Drive,
Somerset, New Jersey 08873 Tel. No.: (732) 271-9090.