February 26, 1997 - 8-A12G: Form for registration of a class of securities pursuant to Section 12(g) | EMCORE Corporation (EMKR)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

EMCORE Corporation
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(Exact Name of Registrant as Specified in its Charter)

New Jersey 22-2746503
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)

394 Elizabeth Avenue, Somerset, New Jersey 08873
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(Address of principal executive offices) (zip code)

If this Form relates to the If this Form relates to the registration
registration of a class of debt of a class of debt securities and is to
securities and is effective upon become effective simultaneously with
filing pursuant to General the effectiveness of a concurrent
Instruction A(c))(1), please registration statement under the
check the following box. / / Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. / /

Securities to be registered pursuant to Section 12(b) of the Act: None.

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, no par value
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.

Reference is made to the section "Description of Capital Stock" of the
Registrant's Prospectus, constituting a part of the Registration Statement on
Form S-1, Registration No. 333-18565 filed on December 23, 1996, as amended by
Amendment No. 1 filed on February 6, 1997, Amendment No. 2 filed on February
11, 1997 and Amendment No. 3 filed on February 24, 1997 by the Registrant with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, which is incorporated herein by reference.

Item 2. Exhibits.

The securities described herein have been approved for inclusion in
the Nasdaq National Market, and are being registered pursuant to Section 12(g)
of the Securities Exchange Act of 1934 (the "Exchange Act"). Accordingly, the
following exhibits required in accordance with Part I to the Instructions as
to Exhibits on Form 8-A are being duly filed with the Commission and The
Nasdaq Stock Market, Inc.:

1. Certificate of Incorporation (Incorporated by reference to Exhibit
3.1 to Registrant's Registration Statement on Form S-1 (File No. 333-18565)).

2. By-Laws (Incorporated by reference to Exhibit 3.2 to Registrant's
Registration Statement on Form S-1 (File No. 333-18565)).

3. Specimen certificate of the security being registered
(Incorporated by reference to Exhibit 4.1 to Registrant's Amendment No. 2 to
Registration Statement on Form S-1 (File No. 333-18565)).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.

EMCORE CORPORATION

By: /s/ Thomas G. Werthan
Name: Thomas G. Werthan
Title: Vice President and Chief Financial Officer
Date: February 25, 1997