425: Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions

Filed by EMCORE Corporation, pursuant
to Rule 425 under the Securities Act of
1933, as amended, and deemed filed
pursuant to Rule 13e-4(c) under the
Securities Exchange Act of 1934, as
amended
Subject Company: EMCORE Corporation

Commission File No.: 333-111585


[EMCORE LOGO]





PRESS RELEASE
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EMCORE CORPORATION REPORTS FISCAL 2004 FIRST QUARTER RESULTS

REVENUES FROM CONTINUING OPERATIONS INCREASE 146% FROM A YEAR AGO AND 35%
SEQUENTIALLY, TO A RECORD LEVEL OF $23.1 MILLION; COMPANY EXPECTS SECOND QUARTER
REVENUE TO BE BETWEEN $24-26 MILLION.

SOMERSET, New Jersey, February 4, 2003 -- EMCORE Corporation (NASDAQ: EMKR), a
leading provider of compound semiconductor products for the rapidly expanding
broadband and wireless communications markets, today announced its financial
results for the fiscal 2004 first quarter ended December 31, 2003.

Revenues for the first quarter of 2004 were $23.1 million, an increase of 146%
from the $9.4 million reported in the prior year, and an increase of $6.0
million, or 35% sequentially from the $17.1 million in the previous quarter.
Sales were fueled by strong demand for fiber and broadband products. Gross
profit for the quarter was $3.2 million, or 14%, compared to $1.2 million, or
7%, in the previous quarter and a negative gross profit of ($2.6) million, or
(28%), in the year earlier period.

Operating expenses from continuing operations declined 8% from the previous
quarter to $11.4 million. Research and development expenses of $6.0 million were
essentially flat from the prior quarter, and selling, general and administrative
expenses decreased $1.0 million, or 16%, to $5.3 million as a result of ongoing
cost reduction initiatives.

EMCORE reported net income for the quarter of $8.1 million, or $0.21 per basic
share and $0.20 per fully diluted share, including the sale of the Company's
MOCVD equipment business. This compares to a net loss of $13.9 million or
($0.37) per basic and diluted share in the previous quarter. EMCORE recorded an
operating loss of $8.2 million for the quarter, improving 27% from an operating
loss of $11.2 million in the previous quarter. The net loss from continuing
operations for the quarter improved to


$9.8 million, or ($0.26) a share compared to a loss of $13.0 million, or ($0.35)
per share, during the previous quarter.

Cash, cash equivalents and marketable securities at December 31, 2003 totaled
approximately $78.4 million, up from $28.4 million as of September 30, 2003.

COMPANY HIGHLIGHTS:
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On January 21, 2004 EMCORE commenced an offer to exchange up to $88,962,500
principal amount of its new 5% Convertible Senior Subordinated Notes due May 15,
2011 and $56,612,500 payable in its common stock, up to a maximum of 10,542,365
shares, for up to all of the $161,750,000 principal amount of its currently
outstanding 5% Convertible Subordinated Notes due May 2006. If consummated, the
exchange offer will allow the Company to reduce its outstanding indebtedness by
up to $72,787,500 and reduce its interest expense through May 15, 2006 by up to
$3,639,375 per year. The exchange offer is scheduled to expire on February 18,
2004 at 11:59 p.m., unless extended.

On November 3, 2003, EMCORE announced the sale of its MOCVD TurboDisc business
to Veeco Instruments. The sale of the MOCVD division allows EMCORE to focus on
its communications product lines, including its fiber-optic, wireless, CATV, and
satellite products and the high brightness LED joint venture with GE Lighting.
The total value of the transaction was $80 million with an initial $60 million
in cash at closing and additional compensation of up to $20 million over two
years. EMCORE will receive 50% of all revenues of the MOCVD business over $40
million in each of the next two years, with a maximum payment of $20 million.
Annual revenues for TurboDisc reached a high of $131.1 million for the twelve
months ended September 30, 2001 and were $52.7 million during the twelve-month
period ending September 30, 2003.

On October 9, 2003, EMCORE announced that it had acquired Molex Incorporated's
10 Gigabit (10G) Ethernet transceiver business. The acquisition gives EMCORE a
significant competitive advantage and the most complete 10G Ethernet transceiver
product portfolio in the industry. Experts have predicted that the market for
10G transceivers operating at 1310 nm will grow at a rate of 66% per year, to
over $380 million by 2007, representing a significant opportunity for the
Company and its shareholders.


MANAGEMENT DISCUSSION AND OUTLOOK:
- ----------------------------------

"We are seeing continued signs of improvement in the fiber and broadband
communications market and feel our performance during the quarter is an
indication markets are rebounding," commented Reuben F. Richards, Jr., President
& CEO. "The quarter came in better than anticipated on both a revenue and gross
profit basis. We are seeing strong revenue growth in many of our product lines,
especially broadband and digital fiber, as a result of significant new product
introductions with broad customer acceptance. EMCORE will focus on continuing to
improve gross margins by improving yields and supply chain management, as well
as other operating efficiencies," added Mr. Richards.

EMCORE will discuss the results further on a conference call to be held
tomorrow, Thursday, February 5, 2004 at 9:00 a.m. ET. To participate in the
call, U.S. callers


should dial (toll free) 888-896-0863 and international callers should dial
973-582-2703. A replay of the call will be available beginning February 5, 2004
at 11:15 a.m. ET until February 12, 2004 at 11:59 p.m. ET. The replay call-in
number for U.S. callers is 877-519-4471, for international callers it is
973-341-3080, and the access code is 4458424#. The call will also be web cast
via the Company's web site at http://www.emcore.com. Please go to the site
beforehand to download any necessary software.

ABOUT EMCORE
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EMCORE Corporation offers a versatile portfolio of compound semiconductor
products for the rapidly expanding broadband and wireless communications markets
and the solid-state lighting industry. The company's integrated solutions
philosophy embodies state-of-the-art technology, material science expertise, and
a shared vision of our customer's goals and objectives to be leaders and
pioneers in the rapidly growing communications market. EMCORE's solutions
include: optical components for fiber-to-the-curb/home/business, cable
television, and high speed data and telecommunications; solar cells, solar
panels and fiberoptic satellite links for global satellite communications; and
electronic materials for high bandwidth communications systems, such as Internet
access and wireless telephones. Through its participation in GELcore, LLC,
EMCORE plays a vital role in developing and commercializing next-generation LED
technology for use in the general illumination market. For further information
about EMCORE, visit http://www.emcore.com.

The information provided herein may include forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 relating to future events that involve risks and
uncertainties. Words such as "expects," "anticipates," "intends," "plans,"
believes," and "estimates," and variations of these words and similar
expressions, identify these forward-looking statements. These forward-looking
statements include, without limitation, (a) any statements or implications
regarding EMCORE's ability to remain competitive and a leader in its industry,
and the future growth of EMCORE, the industry and the economy in general; (b)
statements regarding the expected level and timing of benefits to EMCORE from
its current restructuring and realignment efforts, including (i) expected cost
reductions and their impact on EMCORE's financial performance, (ii) expected
improvement to EMCORE's product and technology development programs, and (iii)
the belief that the restructuring and realignment efforts will position EMCORE
well in the current business environment and prepare it for future growth with
increasingly competitive new product offerings and long-term cost structure; (c)
statements regarding the anticipated cost of the restructuring and realignment
efforts; (d) any and all guidance provided by EMCORE regarding its expected
financial performance in current or future periods, including, without
limitation, with respect to anticipated revenues for the first quarter of fiscal
2004. These forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those projected, including
without limitation, the following: (1) failure to complete the exchange offer of
our 5% Convertible Subordinated Notes Due May 2006; (2) EMCORE's restructuring
and realignment efforts may not be successful in achieving their expected
benefits, may be insufficient to align EMCORE's operations with customer demand
and the changes affecting our industry, or may be more costly than currently
anticipated; (3) reduced revenues resulting from the TurboDisc sale; (4)
difficulties arising from the separation of the TurboDisc operations from the
Company; (5) due to the current economic slowdown, in general, and setbacks in
our customers' businesses, in particular, our ability to predict EMCORE's
financial performance for future periods is far more difficult than in the past;
and (6) other risks and uncertainties described in EMCORE's filings with the
Securities and Exchange


Commission such as cancellations, rescheduling or delays in product shipments;
manufacturing capacity constraints; lengthy sales and qualification cycles;
difficulties in the production process; changes in semiconductor industry
growth; increased competition; delays in developing and commercializing new
products; and other factors. The forward-looking statements contained in this
news release are made as of the date hereof and EMCORE does not assume any
obligation to update the reasons why actual results could differ materially from
those projected in the forward-looking statements.





EMCORE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)