8-K: Current report filing
Published on December 22, 1997
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): December 5, 1997
Emcore Corporation
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(Exact Name of Registrant as Specified in its Charter)
New Jersey
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(State or Other Jurisdiction of Incorporation)
000-22175 22-2746503
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(Commission File Number) (I.R.S. Employer Identification No.)
394 Elizabeth Avenue, Somerset, New Jersey 08873
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(Address of Principal Executive Offices) (Zip Code)
(732) 271-9090
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 5, 1997 (the "Effective Date"), Emcore
Corporation ("Emcore") acquired MicroOptical Devices, Inc. ("MODE"), a Delaware
corporation, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), among Emcore, EMKR Acquisition Corporation (the "Merger
Subsidiary"), MODE, and certain stockholders of MODE. Pursuant to the Merger
Agreement, the Merger Subsidiary was merged with and into MODE
(the "Merger"). As a result of the Merger, MODE became a wholly-owned
subsidiary of Emcore. A total of 1,461,866 shares of Common Stock of Emcore
were issued to the stockholders of MODE in exchange for all of the issued and
outstanding shares of capital stock of MODE. In addition, Emcore has agreed
to assume certain unexpired and unexercised options and warrants to acquire
Common Stock of MODE, and to issue upon exercise thereof a certain number of
shares of the Common Stock of Emcore, as appropriately adjusted pursuant to
the terms of the Merger Agreement.
MODE designs and develops high-quality optical components and
subsystems based on vertical cavity surface-emitting laser ("VCSEL")
technology. Emcore currently intends to operate MODE as a wholly-owned
subsidiary and to continue MODE's business substantially in the manner
conducted by MODE immediately prior to the Merger.
The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
full text of the Merger Agreement.
This Form 8-K contains forward-looking statements relating to
future events that involve risks and uncertainties, including, without
limitation, statements about future financial performance of EMCORE and MODE
and the effects of the proposed acquisition on EMCORE's business, financial
performance, and results of operations. Among the factors which could cause
actual results to differ materially from those in the forward-looking
statements are failure of the proposed acquisition to achieve the desired
synergies and efficiencies; risks associated with the reaction to the proposed
acquisition by the market, as well as employees, customers, distributors and
others who affect the businesses of EMCORE and/or MODE; the variability of
future operating results of EMCORE, MODE or the combined companies following
the proposed acquisition; cancellations, rescheduling or delays in product
shipments; manufacturing capacity constraint; lengthy sales and qualification
cycles; difficulties in the production process; the future financial
performance of the combined entity; delays in developing and commercializing
new products; increased competition; changes in the compound semiconductor
industry, including overall growth of the industry and the continued acceptance
of the Company's MOCVD technologies, as well as the newly acquired VCSEL
technologies; and other factors detailed in Emcore's filings with the
Securities and Exchange Commission, including the registration statement on
Form S-1 filed on March 4, 1997.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) and (b) Financial Statements of Business Acquired and Pro Forma Financial
Information.
The Registrant has not included the financial statements of the
business acquired or the pro forma financial information for the
transaction described in Item 2 above and will file such financial
information not later than 60 days after this report on Form 8-K is
due by an amendment to this report.
(c) Exhibits.
See the Exhibit Index attached hereto.
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SIGNATURES
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 hereunto duly authorized.
Emcore Corporation
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(Registrant)
By: /s/ Thomas G. Werthan
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Name: Thomas G. Werthan
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Title: Chief Financial Officer and Secretary
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Dated: December 22, 1997
INDEX TO EXHIBITS
Exhibit Number Description
2 Agreement and Plan of Merger, dated as of December 5,
1997, among Emcore, the Merger Subsidiary, MODE and the
Principal Stockholders.
4 Registration Rights Agreement, dated as of December 5,
1997, relating to the shares issued pursuant to the
Merger Agreement.
10.1 Escrow Agreement, dated as of December 5, 1997, among
Emcore, the Principal Stockholders and the Escrow
Agent.
10.2 Employment Agreement, dated as of December 5, 1997,
between Emcore and Robert Bryan.
10.3 Employment Agreement, dated as of December 5, 1997,
between Emcore and Thomas Brennan.
99 Press Release issued December 5, 1997.
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