FORM OF LETTER OF TRANSMITTAL
Published on October 22, 2002
Exhibit (a)(2)
LETTER OF TRANSMITTAL
TO TENDER OPTIONS TO PURCHASE SHARES OF COMMON STOCK
HAVING AN EXERCISE PRICE OF AT LEAST $4.00 PER SHARE
FOR NEW OPTIONS UNDER THE
EMCORE CORPORATION 1995 INCENTIVE
AND NON-STATUTORY STOCK OPTION PLAN
AND 2000 STOCK OPTION PLAN
PURSUANT TO THE OFFER TO EXCHANGE DATED SEPTEMBER 30, 2002
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 30, 2002,
UNLESS THE OFFER IS EXTENDED.
To: Stock Option Exchange
EMCORE Corporation
145 Belmont Drive
Somerset, New Jersey 08873
Telephone: (732) 271-9090
Facsimile: (732) 271-0477
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS
OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE
TO A NUMBER OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
Upon the terms and subject to the conditions set forth in the Offer to Exchange
dated September 30, 2002 (the "Offer to Exchange"), my receipt of which I hereby
acknowledge, and in this Letter of Transmittal (this "Letter" which, together
with the Offer to Exchange and the cover letter accompanying the Offer to
Exchange, as they may be amended from time to time, constitutes the "Offer"), I,
the undersigned, hereby tender to EMCORE Corporation, a New Jersey corporation
(the "Company"), the options to purchase shares ("Option Shares") of common
stock of the Company (the "Common Stock") set forth on the signature page to
this Letter (the "Options") in exchange for "New Options," which are new options
to purchase shares of Common Stock equal in number to the number of Option
Shares subject to the Options that I tender hereby, as adjusted for any stock
splits, stock dividends and similar events. These Options are outstanding under
the EMCORE Corporation 2000 Stock Option Plan (as amended, the "2000 Plan") and
the EMCORE Corporation 1995 Incentive and Non-Statutory Stock Option Plan (as
amended, the "1995 Plan" and, together with the 2000 Plan, the "Plan") and have
an exercise price of AT LEAST $4.00 per share (to validly tender such options or
portions thereof you must indicate which options you are exchanging in
accordance with instructions 2 and 3 on page 5 of this Letter of Transmittal).
All
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New Options will be subject to the terms of the same option plan as the option
plan that governed my exchanged options and to a new option agreement between
the Company and me.
Subject to, and effective upon, the Company's acceptance for exchange of the
Options tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), I hereby sell, assign
and transfer to, or upon the order of, the Company all right, title and interest
in and to all of the Options that I am tendering hereby. I acknowledge that the
Company has advised me to consult with my own advisors as to the consequences of
participating or not participating in the Offer. I agree that this Letter is an
amendment to the option agreement or agreements to which the Options I am
tendering hereby are subject.
I hereby represent and warrant that I have full power and authority to tender
the Options tendered hereby and that, when and to the extent such Options are
accepted for exchange by the Company, such Options will be free and clear of all
security interests, liens, restrictions, charges, encumbrances, conditional
sales agreements or other obligations relating to the sale or transfer thereof,
other than pursuant to the applicable option agreement, and such Options will
not be subject to any adverse claims. Upon request, I will execute and deliver
any additional documents deemed by the Company to be necessary or desirable to
complete the exchange of the Options I am tendering hereby.
All authority herein conferred or agreed to be conferred shall not be affected
by, and shall survive, my death or incapacity, and all of my obligations
hereunder shall be binding upon my heirs, personal representatives, successors
and assigns. Except as stated in the Offer, this tender is irrevocable.
By execution hereof, I understand that tenders of Options pursuant to the
procedure described in Section 3 of the Offer to Exchange and in the
instructions to this Letter will constitute my acceptance of the terms and
conditions of the Offer. The Company's acceptance for exchange of Options
tendered pursuant to the Offer will constitute a binding agreement between the
Company and me upon the terms and subject to the conditions of the Offer.
I acknowledge that the New Options that I will receive (1) will not be granted
until on or about the later of May 1, 2003, or the first business day that is at
least six months and one day after the date the Options tendered hereby are
accepted for exchange and canceled, and (2) will be subject to the terms and
conditions set forth in a new option agreement between the Company and me that
will be forwarded to me promptly after the close of business on the grant date
for the New Options. I also acknowledge that I must be an employee of the
Company or one of its subsidiaries from the date I tender Options through the
date the New Options are granted and otherwise be eligible under the Plan on the
date the New Options are granted in order to receive the New Options. I further
acknowledge that, if I do not remain as an employee, I will not receive any New
Options or any other consideration for the Options that I tender and that are
accepted for exchange pursuant to the Offer.
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I further acknowledge that in the event of a merger or similar transaction, the
Company may take any actions it deems necessary or appropriate to complete a
transaction that the Board of Directors believes is in the best interest of the
Company and its stockholders. This could include steps which would preclude me
from being eligible to receive new options on the grant date. If the Company
were to take such steps in connection with such a transaction, I understand that
optionees who have tendered options for cancellation pursuant to the Offer would
not receive options to purchase securities of the acquiror or any other
consideration for their tendered options.
The name of the registered holder of the Options tendered hereby appears below
exactly as the information appears on the option agreement or agreements
representing such Options. I understand that I may tender each Option granted to
me under the Plan having an exercise price of at least $4.00 per share and that
I am not required to tender any of such options in the Offer. I also understand
that all of such Options properly tendered prior to the "Expiration Date" (as
defined in the following sentence) and not properly withdrawn will be exchanged
for New Options, upon the terms and subject to the conditions of the Offer
described in Section 6 of the Offer to Exchange. The term "Expiration Date"
means 5:00 p.m., New York City Time, on October 30, 2002, unless and until the
Company, in its discretion, has extended the period of time during which the
Offer will remain open, in which event the term "Expiration Date" refers to the
latest time and date at which the Offer, as so extended, expires. I recognize
that, under certain circumstances set forth in the Offer to Exchange, the
Company may terminate or amend the Offer and postpone its acceptance and
cancellation of any Options tendered for exchange. In any such event, I
understand that the Options delivered herewith but not accepted for exchange
will be returned to me at the address indicated below.
I understand that if I select an option grant for exchange, I will also select
for exchange all other eligible options granted to me on the same date. Finally,
I understand that if I was granted any options since March 30, 2002, I am
tendering all of those options, together with any other options I may be
tendering.
THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF OPTIONS BE ACCEPTED FROM OR
ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF
THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
All capitalized terms used in this Letter but not defined shall have the meaning
ascribed to them in the Offer to Exchange.
* * *
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HOLDER PLEASE SIGN BELOW
(See Instructions 1 and 4)
You must complete and sign the following exactly as your name appears on the
option agreement or agreements evidencing the Options you are tendering. If the
signature is by a trustee, executor, administrator, guardian, attorney-in-fact
or another person acting in a fiduciary or representative capacity, please set
forth the signer's full title and include with this Letter proper evidence of
the authority of such person to act in such capacity.
SIGNATURE OF OWNER
Date: , 2002
- -------------------------------------------- -----------------------
(Signature of Holder or Authorized Signatory
Name:
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(Please Print)
Capacity:
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Address:
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(Please include ZIP code)
Telephone No. (with area code):
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Tax ID/Social Security No.:
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IF YOU WISH TO PARTICIPATE IN THE EXCHANGE OFFER, CHECK ONE OF THE FOLLOWING:
[____] I WISH TO EXCHANGE ALL OF MY OUTSTANDING OPTIONS
[____] I WISH TO EXCHANGE THE FOLLOWING OPTIONS (INCLUDE INITIAL GRANT DATE,
NUMBER OF OPTIONS GRANTED ON SUCH DATE AND EXERCISE PRICE):
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- --------------------------------------------------------------------------------
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IF YOU DESIRE TO REJECT THE COMPANY'S OFFER, PLEASE SO INDICATE BY CHECKING THE
BOX BELOW AND SIGNING THIS LETTER BELOW.
[ ] I HEREBY REJECT THE COMPANY'S OFFER DESCRIBED IN THE ABOVE-MENTIONED OFFER
TO EXCHANGE.
PRINT NAME:
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SIGNATURE:
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL. A properly completed and duly executed
original of this Letter (or a facsimile thereof), and any other documents
required by this Letter, must be received by the Company at its address set
forth on the front cover of this Letter on or before the Expiration Date in
order for an optionee to accept the Company's Offer.
THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OPTION AND
RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
COMPANY. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY
DELIVERY.
Tenders of Options made pursuant to the Offer may be withdrawn at any time prior
to the Expiration Date. If the Offer is extended by the Company beyond that
time, you may withdraw your tendered options at any time until the extended
expiration of the Offer. In addition, unless the Company accepts your tendered
Options before 5:00 p.m., New York City Time, on October 30, 2002, you may
withdraw your tendered Options at any time until the extended expiration of the
offer. To withdraw tendered Options you must deliver a letter of withdrawal
explaining whether you are withdrawing as to all tendered Options or as to
certain tendered Options, or a facsimile thereof; such withdrawal must be
delivered to the Company while you still have the right to withdraw the tendered
Options. Withdrawals may not be rescinded and any Options withdrawn will
thereafter be deemed not properly tendered for purposes of the Offer unless such
withdrawn Options are properly re-tendered prior to the Expiration Date by
following the procedures described above.
The Company will not accept any alternative, conditional or contingent tenders.
All tendering Option Holders, by execution of this Letter (or a facsimile of
it), waive any right to receive any notice of the acceptance of their tender,
except as provided for in the Offer to Exchange.
2. REJECTIONS. You will be deemed to have rejected the Company's Offer if you
either return this Letter of Transmittal with the acknowledgment that you reject
the Offer or fail to submit a properly completed and signed Letter of
Transmittal accepting the Offer prior to 5:00 p.m., New York City Time on the
date on which the Offer expires.
3. TENDERS. If you wish to tender options pursuant to this offer, you must check
the appropriate box on the signature page and supply the requested information.
You may not tender options granted at an exercise price less than $4.00 per
share. If you select a particular option for exchange, you must also exchange
all other options granted to you by EMCORE on the same date as the date of the
selected option. In addition, if you were granted any options since March 30,
2002 and you wish to participate in this offer, you must tender those options
for exchange.
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4. SIGNATURES ON THIS LETTER OF TRANSMITTAL. If this Letter is signed by the
holder of the Options, the signature must correspond with the name as written on
the face of the option agreement or agreements to which the Options are subject
without alteration, enlargement or any change whatsoever. If this Letter is
signed by a trustee, executor, administrator, guardian, attorney-in-fact or
other person acting in a fiduciary or representative capacity, such person
should so indicate when signing, and proper evidence satisfactory to the Company
of the authority of such person to so act must be submitted with this Letter.
5. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests for
assistance, as well as requests for additional copies of the Offer to Exchange
or this Letter, may be directed to EMCORE Corporation Attn: Stock Option
Exchange at the address and telephone number given on the front cover of this
Letter. Copies will be furnished promptly at the Company's expense.
6. IRREGULARITIES. All questions as to the number of Option Shares subject to
Options to be accepted for exchange, and the validity, form, eligibility
(including time of receipt) and acceptance for exchange of any tender of Options
will be determined by the Company in its discretion, which determinations shall
be final and binding on all parties. The Company reserves the right to reject
any or all tenders of Options the Company determines not to be in proper form or
the acceptance of which may, in the opinion of the Company's counsel, be
unlawful. The Company also reserves the right to waive any of the conditions of
the Offer and any defect or irregularity in the tender of any particular
Options, and the Company's interpretation of the terms of the Offer (including
these instructions) will be final and binding on all parties. No tender of
Options will be deemed to be properly made until all defects and irregularities
have been cured or waived. Unless waived, any defects or irregularities in
connection with tenders must be cured within such time as the Company shall
determine.
Neither the Company nor any other person is or will be obligated to give notice
of any defects or irregularities in tenders, and no person will incur any
liability for failure to give any such notice.
IMPORTANT: THIS LETTER (OR A FACSIMILE COPY THEREOF) TOGETHER WITH ALL OTHER
REQUIRED DOCUMENTS MUST BE RECEIVED BY THE COMPANY, ON OR PRIOR TO THE
EXPIRATION DATE.
7. IMPORTANT TAX INFORMATION. You should refer to Section 13 of the Offer to
Exchange, which contains important tax information.
8. STEPS TO TAKE IF YOU INTEND TO ACCEPT THE COMPANY'S OFFER. If you intend to
accept the Company's Offer, check the appropriate box on the signature page
(page 4) of this Letter of Transmittal, sign this Letter of Transmittal on page
4, complete the other information required on page 4 and return this Letter of
Transmittal to EMCORE Corporation, 145 Belmont Drive, Somerset, New Jersey
08873, Attn: Stock Option Exchange, before 5:00 p.m., New York City Time, on
October 30, 2002.
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