8-K: Current report filing
Published on February 4, 2003
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
Date of Report (Date of earliest event reported) January 21, 2003
EMCORE CORPORATION
(Exact name of registrant as specified in charter)
New Jersey 0-22175 22-2746503
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State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation
145 Belmont Drive, Somerset, New Jersey 08873
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(Address of principal offices) (Zip Code)
Registrant's telephone number including area code (732) 271-9090
(Former name or former address, if changed since last report) NOT APPLICABLE
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On January 21, 2003, EMCORE Corporation (the "Registrant") purchased the
optoelectronics component business of Agere Systems Inc. ("Agere"), which
provides cable television transmission systems ("CATV"), telecom access and
satellite communications components (collectively, the "CATV Business"). The
transaction includes the assets, products, product warranty liabilities,
technology and intellectual property related to this business. The purchase
price was $25 million in cash, and was determined through arms-length
negotiation. The full details of the acquisition are set forth in the Asset
Purchase Agreement, dated as of January 21, 2003, by and between Agere and
Registrant, annexed hereto as Exhibit 2.1
(b) Prior to this transaction, the CATV Business designed and manufactured
optoelectronics products. The Registrant intends to continue to use these assets
in the same capacity.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
EXHIBITS
(a) Financial Statements of Business Acquired.
Registrant will file financial information by amendment to this Current Report
on Form 8-K as soon as possible, but in no event later than sixty days after the
date that this Current Report on Form 8-K was required to be filed initially.
(b) Pro Forma Financial Information.
Registrant will file financial information by amendment to this Current Report
on Form 8-K as soon as possible, but in no event later than sixty days after the
date that this Current Report on Form 8-K was required to be filed initially.
(c) Exhibits
Exhibit Description
2.1 Asset Purchase Agreement, dated as of January 21, 2003, by
and between Registrant and Agere.
2.2 Intellectual Property Agreement, by and between Agere and
Ortel Corporation and Registrant.
Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the above
exhibits have been omitted. Registrant agrees to supplementally furnish such
schedules upon request of the Securities and Exchange Commission.
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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 thereunto duly authorized.
EMCORE CORPORATION
(Registrant)
By: /s/ Thomas G. Werthan
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Thomas G. Werthan
Chief Financial Officer
Dated: February 4, 2003