S-3/A: Registration statement for specified transactions by certain issuers

As filed with the Securities and Exchange Commission on January 19, 2000
Registration No. 333-94911

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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PRE-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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EMCORE CORPORATION
(Exact name of registrant as specified in its charter)


NEW JERSEY 22-2746503
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

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394 ELIZABETH AVENUE, SOMERSET, NEW JERSEY 08873
(732) 271-9090
(Address, including zip code, and telephone number, including
area code, of registrant's agent for service and principal executive offices)

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THOMAS G. WERTHAN
EMCORE CORPORATION
394 ELIZABETH AVENUE
SOMERSET, NEW JERSEY 08873
(732) 271-9090
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

-------------------------------

WITH COPIES TO:

JORGE L. FREELAND, ESQ.
WHITE & CASE LLP
200 SOUTH BISCAYNE BLVD.
MIAMI, FLORIDA 33131
TEL: (305) 371-2700
FAX: (305) 358-5744

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Approximate date of commencement of proposed sale to the public: as
soon as practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [x]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act of 1933 registration statement number
of the earlier effective registration statement for the same offering. [ ]





If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]




THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.






THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER OR SALE IS NOT PERMITTED.


Subject to Completion, Dated January 19, 2000


PROSPECTUS

2,000,000 SHARES

EMCORE CORPORATION

COMMON STOCK

OFFERING BY THE COMPANY

o We have registered up to 2,000,000 shares of our common stock for sale
to the public.

o We may offer the shares through agents that we designate from time to
time or to or through underwriters or dealers. If any agents or
underwriters are involved in the sale of the shares, their names and
any applicable purchase price, fee, commission or discount arrangement
between them will be set forth in a supplement to this prospectus. No
shares may be sold without delivery of the applicable prospectus
supplement.

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INVESTING IN OUR COMMON STOCK INVOLVES RISKS. YOU
SHOULD CAREFULLY CONSIDER THE RISK FACTORS
BEGINNING ON PAGE 3 BEFORE PURCHASING OUR
COMMON STOCK.

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OUR COMMON STOCK

o Our common stock trades on the Nasdaq National Market under the symbol
"EMKR."

o On January 12, 2000, the closing price of our common shares on the
Nasdaq National Market was $41.875 per share.



NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS ________ __, 2000






[BEGIN INSIDE COVER]

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed
with the SEC using a "shelf" registration process. Under this shelf registration
process, the Company may, from time to time, sell its shares of common stock, no
par value, in one or more offerings. Please carefully read both this prospectus
and any applicable prospectus supplement together with additional information
described under the heading "Where You Can Find More Information and
Incorporation by Reference."

You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information that is different from what is contained in this prospectus. This
prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any securities in any jurisdiction where it is unlawful to do so. You should
not assume that the information contained in this prospectus is accurate as of
any date other than its date, and neither the delivery of this prospectus nor
the sale of securities hereunder shall create any implication to the contrary.

In this prospectus, the "Company," "EMCORE," "we," "us" and "our" refer
to EMCORE Corporation, and its subsidiaries.

[END INSIDE COVER]









EMCORE CORPORATION

EMCORE designs, develops and manufactures compound semiconductor wafers
and devices and is a leading developer and manufacturer of the tools and
manufacturing processes used to fabricate compound semiconductor wafers and
devices. Our products and technology enable our customers, both in the United
States and internationally, to manufacture commercial volumes of
high-performance electronic devices using compound semiconductors. Our products
are used in a wide variety of applications in the communications (satellite,
data, telecommunications and wireless), consumer and automotive electronics,
computers and peripherals, and lighting markets. EMCORE's customers include AMP
Incorporated, Hewlett Packard, General Motors, Hughes-Spectrolab, Lucent
Technologies, Inc., Siemens AG and 12 of the largest electronics manufacturers
in Japan.

Compound semiconductors are the key components of electronic systems
and electronic circuits and are now used in today's most advanced information
systems. Compound semiconductors are composed of two or more elements and
usually consist of a metal such as gallium, aluminum or indium and a non-metal
such as arsenic, phosphorus or nitrogen. These elements are combined in our
proprietary manufacturing process to create a round disk, or wafer, that has
multiple layers of thin films of semiconductors on it. The wafers are further
processed to create devices that are ready to be packaged by our customers for
use in their products, such as solar cells, lasers and transistors. Many
compound semiconductor materials have unique physical properties that allow
electrons to move at least four times faster than through semiconductors based
on silicon. Advantages of compound semiconductor devices over silicon devices
include:

- operation at higher speeds;

- lower power consumption;

- less noise and distortion; and

- the ability to emit and detect light, known as optoelectronic
properties.

Although compound semiconductors are more expensive to manufacture than
the more traditional silicon-based semiconductors that are used in most
computers, electronics manufacturers are increasingly integrating compound
semiconductors into their products in order to achieve higher performance.

We were incorporated in the State of New Jersey in September 1986. Our
principal executive offices are located at 394 Elizabeth Avenue, Somerset, New
Jersey 08873, and our telephone number is (732) 271-9090. You can reach our web
site at http://www.emcore.com. Our web site is not part of this prospectus.
EMCORE and TurboDisc are registered trademarks of EMCORE and Gigalase, Gigarray
and the EMCORE logo are trademarks of EMCORE. Each trademark, trade name or
service mark of any other company appearing in this prospectus belongs to its
holder.















1



RISK FACTORS

You should carefully consider the following risks, together with the
other information contained in this prospectus, before you decide whether to
purchase shares of our common stock. If any of the following risks actually
occur, our business, financial condition or results of operations would likely
suffer. In such case, the trading price of our common stock could decline, and
you may lose all or part of the money you paid to buy our common stock.

This prospectus contains forward-looking statements based on our
current expectations, assumptions, estimates and projections about EMCORE and
our industry. These forward-looking statements involve numerous risks and
uncertainties. Our actual results could differ materially from those anticipated
in such forward-looking statements as a result of certain factors, as more fully
described in this section and elsewhere in this prospectus. We undertake no
obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.

WE EXPECT TO CONTINUE TO INCUR OPERATING LOSSES.

We started operations in 1984 and as of September 30, 1999 had an
accumulated deficit of $83.3 million. We incurred net losses of $5.6 million in
fiscal 1997, $36.4 million in fiscal 1998 and $22.7 million in fiscal 1999. We
expect to continue to incur losses. To support our growth, we have increased our
expense levels and our investments in inventory and capital equipment. As a
result, we will need to significantly increase revenues and profit margins to
become and stay profitable. If our sales and profit margins do not increase to
support the higher levels of operating expenses and if our new product offerings
are not successful, our business, financial condition and results of operations
will be materially and adversely affected.

OUR RAPID GROWTH PLACES A STRAIN ON OUR RESOURCES.

We are experiencing rapid growth, having added a significant number of
new employees, acquired MicroOptical Devices, Inc., or MODE, and entered into
joint ventures with General Electric Lighting, Uniroyal Technology Corporation,
Optek Technology, Inc. and Union Miniere Inc. We have expanded our facilities to
include two manufacturing facilities in Albuquerque, New Mexico in addition to
our original facility in Somerset, New Jersey. Our joint venture with Uniroyal
Technology Corporation has leased a manufacturing facility in Tampa, Florida.
This growth has placed and will continue to place a significant strain on our
management, financial, sales and other employees and on our internal systems and
controls. If we are unable to effectively manage multiple facilities and
multiple joint ventures in geographically distant locations, our business,
financial condition and results of operations will be materially and adversely
affected. We are also in the process of installing new manufacturing software
for all of our facilities and are evaluating replacing our accounting and
purchasing systems. Most of the new manufacturing software is customized to our
particular business and manufacturing processes. It will take time and require
evaluation to eliminate all of the bugs in the software and to train personnel
to use the new software. In this transition we may experience delays in
production, cost overruns and disruptions in our operations.

SINCE THE TECHNOLOGY IN THE COMPOUND SEMICONDUCTOR INDUSTRY RAPIDLY CHANGES, WE
MUST CONTINUALLY IMPROVE EXISTING PRODUCTS, DESIGN AND SELL NEW PRODUCTS AND
MANAGE THE COSTS OF RESEARCH AND DEVELOPMENT IN ORDER TO EFFECTIVELY COMPETE.

We compete in markets characterized by rapid technological change,
evolving industry standards and continuous improvements in products. Due to
constant changes in these markets, our future success depends on our ability to
improve our manufacturing processes and tools and our products. For example, our
TurboDisc production systems must remain competitive on the basis of cost of
ownership and process performance. To remain competitive we must continually
introduce manufacturing tools with higher capacity and better production yields.

We have recently introduced a number of new products and, in connection
with recent joint ventures and internal development, we will be introducing
additional new products in the near future. The commercialization of new
products involves substantial expenditures in research and development,
production and marketing. We may be unable to successfully design or manufacture
these new products and may have difficulty penetrating new markets.





2

In addition, many of our new products are being incorporated into our customers'
new products for new applications, such as high speed computer networks.

Because it is generally not possible to predict the amount of time
required and the costs involved in achieving certain research, development and
engineering objectives, actual development costs may exceed budgeted amounts and
estimated product development schedules may be extended. Our business, financial
condition and results of operations may be materially and adversely affected if:

- we are unable to improve our existing products on a timely
basis;

- our new products are not introduced on a timely basis;

- we incur budget overruns or delays in our research and
development efforts; or

- our new products experience reliability or quality problems.

FLUCTUATIONS IN OUR QUARTERLY OPERATING RESULTS MAY NEGATIVELY IMPACT OUR STOCK
PRICE.

Our revenues and operating results may vary significantly from quarter to
quarter due to a number of factors particular to EMCORE and the compound
semiconductor industry. Not all of these factors are in our control. These
factors include:

- the volume and timing of orders for our products, particularly
TurboDisc systems, which have an average selling price in
excess of $1 million;

- the timing of our announcement and introduction of new
products and of similar announcements by our competitors;

- downturns in the market for our customers' products;

- regional economic conditions, particularly in Asia where we
derive a significant portion of our revenues; and

- price volatility in the compound semiconductor industry.

These factors may cause our operating results for future periods to be
below the expectations of analysts and investors. This may cause a decline in
the price of our common stock.

OUR JOINT VENTURE PARTNERS, WHO HAVE CONTROL OF THESE VENTURES, MAY MAKE
DECISIONS THAT WE DO NOT AGREE WITH AND THAT ADVERSELY AFFECT OUR NET INCOME.

Since December 1997, we have established four joint ventures (with
General Electric Lighting, Uniroyal Technology Corporation, Union Miniere, Inc.,
and Optek Technology, Inc.). Each of our joint ventures involves the creation of
a separate company, and we do not have a majority interest in any of these
entities. Each of these joint ventures is governed by a board of managers with
representatives from both the strategic partner and us. Many fundamental
decisions must be approved by both parties to the joint venture, which means we
will be unable to direct the operation and direction of these joint ventures
without the agreement of our joint venture partners. If we are unable to agree
on important issues with a joint venture partner, the business of that joint
venture may be delayed or interrupted, which may, in turn, materially and
adversely affect our business, financial condition and results of operations.

We have devoted and we will be required to continue to devote
significant funds and technologies to our joint ventures to develop and enhance
their products. In addition, our joint ventures will require that some of our
employees devote much of their time to joint venture projects. This will place a
strain on our management, scientific, financial and sales employees. If our
joint ventures are unsuccessful in developing and marketing their products, our
business, financial condition and results of operations will be materially and
adversely affected.



3

General Electric Lighting and we have agreed that our joint venture
will be the sole vehicle for each party's participation in the solid state
lighting market. We and General Electric Lighting have also agreed to several
limitations during the life of the venture and thereafter relating to use that
each of us can make of the joint venture's technology. One consequence of these
limitations is that in certain circumstances, such as a material default by us,
we would not be permitted to use the joint venture's technology to compete
against General Electric Lighting in the solid state lighting market.

SINCE A LARGE PERCENTAGE OF OUR REVENUES ARE FROM FOREIGN SALES, CERTAIN EXPORT
RISKS MAY DISPROPORTIONATELY AFFECT OUR REVENUES.

Sales to customers located outside the United States accounted for
approximately 42.0% of our revenues in fiscal 1997, 39.1% of our revenues in
fiscal 1998 and 52.5% of our revenues in fiscal 1999. Sales to customers in Asia
represent the majority of our international sales. We believe that international
sales will continue to account for a significant percentage of our revenues.
Because of this, the following export risks may disproportionately affect our
revenues:

- political and economic instability may inhibit export of our
systems and devices and limit potential customers' access to
dollars;

- shipping and installation costs of our systems may increase;

- we have experienced and may continue to experience
difficulties in the timeliness of collection of foreign
accounts receivable and have been forced to write off
receivables from a foreign customer;

- a strong dollar may make our systems less attractive to
foreign purchasers who may decide to postpone making the
capital expenditure;

- tariffs and other barriers may make our systems and devices
less cost competitive;

- we may have difficulty in staffing and managing our
international operations;

- the laws of certain foreign countries may not adequately
protect our trade secrets and intellectual property; and

- potentially adverse tax consequences to our customers may make
our systems and devices not cost competitive.

WE WILL LOSE SALES IF WE ARE UNABLE TO OBTAIN GOVERNMENT AUTHORIZATION TO EXPORT
OUR PRODUCTS.

Exports of our products to certain destinations, such as the People's
Republic of China, Malaysia and Taiwan, may require pre-shipment authorization
from U.S. export control authorities, including the U.S. Departments of Commerce
and State. Authorization may be conditioned on end-use restrictions. On certain
occasions, we have been denied authorization, particularly with respect to the
People's Republic of China. Failure to receive these authorizations may
materially and adversely affect our revenues and in turn our business, financial
condition and results of operations from international sales. Beginning April
1999, exports of all satellites and associated components require a license from
the Department of State. This may cause delays in shipping solar cells abroad.
Delays in receiving export licenses for solar cells may materially and adversely
affect our revenues and in turn our business, financial condition and results of
operations.

THE LOSS OF SALES TO GENERAL MOTORS OR OUR OTHER LARGE CUSTOMERS WOULD BE
DIFFICULT TO REPLACE.

We derive a substantial portion of our revenues from a limited number
of customers. General Motors, our main customer for MR sensors, accounted for
approximately 15.1% of our revenues in fiscal 1997, 12.8% of our revenues in
fiscal 1998 and 9.7% of our revenues in fiscal 1999. General Motors' three month
strike in 1998 adversely affected our operating performance because during that
time shipments of sensors to General Motors were halted. In addition to the lost
revenues, we incurred the expense of paying salaries to the part of our
workforce




4

dedicated to producing sensors. If General Motors, or any of our other
significant customers, stops ordering our products, significantly reduces the
volume of these orders, or cancels, delays or reschedules any orders, and we are
unable to replace these orders, our business, financial condition and results of
operations could be materially and adversely affected.

OUR PRODUCTS ARE DIFFICULT TO MANUFACTURE AND SMALL MANUFACTURING DEFECTS CAN
ADVERSELY AFFECT OUR PRODUCTION YIELDS AND OUR OPERATING RESULTS.

The manufacture of our TurboDisc systems is a highly complex and
precise process. We increasingly outsource the fabrication of certain components
and sub-assemblies of our systems, often to sole source suppliers or a limited
number of suppliers. We have experienced occasional delays in obtaining
components and subassemblies because the manufacturing process for these items
is very complex and requires long lead times. The revenues derived from sales of
our TurboDisc systems will be materially and adversely affected if we are unable
to obtain a high quality, reliable and timely supply of these components and
subassemblies. In addition, any reduction in the precision of these components
will result in sub-standard end products and will cause delays and interruptions
in our production cycle.

We manufacture all of our wafers and devices in our manufacturing
facilities and our joint venture with Uniroyal Technology Corporation plans to
manufacture HB LED wafers and package-ready devices at its facility. Minute
impurities, difficulties in the production process, defects in the layering of
the devices' constituent compounds, wafer breakage or other factors can cause a
substantial percentage of wafers and devices to be rejected or numerous devices
on each wafer to be non-functional. These factors can result in lower than
expected production yields, which would delay product shipments and may
materially and adversely affect our operating results. Because the majority of
our costs of manufacture are relatively fixed, the number of shippable devices
per wafer for a given product is critical to our financial results.
Additionally, because we manufacture all of our products at our facilities in
Somerset, New Jersey and Albuquerque, New Mexico, and our joint venture with
Uniroyal Technology Corporation will manufacture HB LED wafers and package-ready
devices at its sole facility in Tampa, Florida, any interruption in
manufacturing resulting from fire, natural disaster, equipment failures or
otherwise would materially and adversely affect our business, financial
condition and results of operations.

WE FACE LENGTHY SALES AND QUALIFICATIONS CYCLES FOR OUR PRODUCTS AND, IN MANY
CASES, MUST INVEST A SUBSTANTIAL AMOUNT OF TIME AND FUNDS BEFORE WE RECEIVE
ORDERS.

Sales of our TurboDisc systems primarily depend upon the decision of a
prospective customer to increase its manufacturing capacity, which typically
involves a significant capital commitment by the customer. Customers usually
place orders with us on average two to nine months after our initial contact
with them. We often experience delays in obtaining system sales orders while
customers evaluate and receive internal approvals for the purchase of these
systems. These delays may include the time necessary to plan, design or complete
a new or expanded compound semiconductor fabrication facility. Due to these
factors, we expend substantial funds and sales, marketing and management efforts
to sell our compound semiconductor production systems. These expenditures and
efforts may not result in sales.

In order to expand our materials production capabilities, we have
dedicated a number of our TurboDisc systems to the manufacture of wafers and
devices. Several of our products are currently being tested to determine whether
they meet customer or industry specifications. During this qualification period,
we invest significant resources and dedicate substantial production capacity to
the manufacture of these new products, prior to any commitment to purchase by
the prospective customer and without generating significant revenues from the
qualification process. If we are unable to meet these specifications or do not
receive sufficient orders to profitably use the dedicated production capacity,
our business, financial condition and results of operations would be materially
and adversely affected.

INDUSTRY DEMAND FOR SKILLED EMPLOYEES, PARTICULARLY SCIENTIFIC AND TECHNICAL
PERSONNEL WITH COMPOUND SEMICONDUCTOR EXPERIENCE, EXCEEDS THE NUMBER OF SKILLED
PERSONNEL AVAILABLE.

Our future success depends, in part, on our ability to attract and
retain certain key personnel, including scientific, operational and management
personnel. We anticipate that we will need to hire additional skilled




5

personnel to continue to expand all areas of our business. The competition for
attracting and retaining these employees, especially scientists, is intense.
Because of this intense competition for these skilled employees, we may be
unable to retain our existing personnel or attract additional qualified
employees in the future. If we are unable to retain our skilled employees and
attract additional qualified employees to keep up with our expansion, our
business, financial condition and results of operations will be materially and
adversely affected.

PROTECTING OUR TRADE SECRETS IS CRITICAL TO OUR ABILITY TO EFFECTIVELY COMPETE
FOR BUSINESS.

Our success and competitive position depend on protecting our trade
secrets and other intellectual property. Our strategy is to rely more on trade
secrets than patents to protect our manufacturing and sales processes and
products, but reliance on trade secrets is only an effective business practice
insofar as trade secrets remain undisclosed and a proprietary product or process
is not reverse engineered or independently developed. We take certain measures
to protect our trade secrets, including executing non-disclosure agreements with
our employees, joint venture partners, customers and suppliers. If parties
breach these agreements or the measures we take are not properly implemented, we
may not have an adequate remedy. Disclosure of our trade secrets or reverse
engineering of our proprietary products, processes or devices would materially
and adversely affect our business, financial condition and results of
operations.

Although we currently hold 11 U.S. patents, these patents do not
protect any material aspects of the current or planned commercial versions of
our systems, wafers or devices. We are actively pursuing patents on some of our
recent inventions, but these patents may not be issued. Even if these patents
are issued, they may be challenged, invalidated or circumvented. In addition,
the laws of certain other countries may not protect our intellectual property to
the same extent as U.S. laws.

WE MAY REQUIRE LICENSES TO CONTINUE TO MANUFACTURE AND SELL CERTAIN OF OUR
COMPOUND SEMICONDUCTOR WAFERS AND DEVICES, THE EXPENSE OF WHICH MAY ADVERSELY
AFFECT OUR RESULTS OF OPERATIONS.

To manufacture our wafers and devices we try to the greatest extent
possible to rely on our own technology. Occasionally, we are required to obtain
licenses from third parties to manufacture and sell our products. The royalty
payments for these licenses can be expensive and reduce the profits that we
realize from sale of our products. We may be required to pay royalties to
Rockwell International Corporation for certain of our past sales of wafers and
devices to customers who do not hold licenses from Rockwell International
Corporation. If we are required to pay significant royalties in connection with
these sales, our business, financial condition and results of operations may be
materially and adversely affected. The failure to obtain or maintain these
licenses on commercially reasonable terms may materially and adversely affect
our business, financial condition and results of operations.

INTERRUPTIONS IN OUR BUSINESS AND A SIGNIFICANT LOSS OF SALES TO ASIA MAY RESULT
IF OUR PRIMARY ASIAN DISTRIBUTOR FAILS TO EFFECTIVELY MARKET AND SERVICE OUR
PRODUCTS.

We rely on a single marketing, distribution and service provider,
Hakuto Co. Ltd. to market and service many of our products in Japan, China and
Singapore. Hakuto is one of our shareholders and Hakuto's president is a member
of our Board of Directors. We have distributorship agreements with Hakuto which
expire in March 2008 and give Hakuto exclusive distribution rights for certain
of our products in Japan. Hakuto's failure to effectively market and service our
products or termination of our relationship with Hakuto would result in
significant delays or interruption in our marketing and service programs in
Asia. This would materially and adversely affect our business, financial
condition and results of operations.

YEAR 2000 PROBLEMS MAY DISRUPT OUR BUSINESS AND THE COSTS TO CORRECT THESE
PROBLEMS MAY BE MATERIAL.

Even though the date is now past January 1, 2000, and we have not
experienced any immediate adverse impact from the transition to the Year 2000,
we cannot provide assurance that our suppliers and customers have not been
affected in a manner that is not yet apparent. In addition, certain computer
programs which were date sensitive to the Year 2000 may not have been programmed
to process the Year 2000 as a leap year, and any negative consequential effects
remain unknown. As a result, we will continue to monitor our Year 2000
compliance and the Year 2000 compliance of our suppliers and customers.



6

OUR MANAGEMENT'S STOCK OWNERSHIP GIVES THEM THE POWER TO CONTROL BUSINESS
AFFAIRS AND PREVENT A TAKEOVER THAT COULD BE BENEFICIAL TO UNAFFILIATED
SHAREHOLDERS.

Certain members of our management, specifically Thomas J. Russell,
Chairman of our Board, Reuben F. Richards, President, Chief Executive Officer
and a director, and Robert Louis-Dreyfus, a director, are former members of
Jesup & Lamont Merchant Partners, L.L.C. As of September 30, 1999, they
collectively beneficially own approximately 29.2% of our common stock
immediately prior to this offering and assuming the sale of all of the shares
offered pursuant to this prospectus, will own approximately 27.5% of our common
stock after the offering. Accordingly, such persons will continue to hold
sufficient voting power to control our business and affairs for the foreseeable
future. This concentration of ownership may also have the effect of delaying,
deferring or preventing a change in control of our company, which could have a
material adverse effect on our stock price.

UNSUCCESSFUL CONTROL OF THE HAZARDOUS RAW MATERIALS USED IN OUR MANUFACTURING
PROCESS COULD RESULT IN COSTLY REMEDIATION FEES, PENALTIES OR DAMAGES UNDER
ENVIRONMENTAL AND SAFETY REGULATIONS.

The production of wafers and devices involves the use of certain
hazardous raw materials, including, but not limited to, ammonia, phosphine and
arsene. If our control systems are unsuccessful in preventing a release of these
materials into the environment or other adverse environmental conditions occur,
we could experience interruptions in our operations and incur substantial
remediation and other costs. Failure to comply with environmental and health and
safety laws and regulations may materially and adversely affect our business,
financial condition and results of operations.

Our board of directors is authorized to issue up to an additional
4,332,353 shares of preferred stock with such dividend rates, liquidation
preferences, voting rights, redemption and conversion terms and privileges as
our board of directors, in its sole discretion, may determine. The issuance of
additional shares of preferred stock may result in a decrease in the value or
market price of our common stock, or our board of directors could use the
preferred stock to delay or discourage hostile bids for control of us in which
shareholders may receive premiums for their common stock or to make the possible
sale of the company or the removal of our management more difficult. The
issuance of additional shares of preferred stock could adversely affect the
voting and other rights of the holders of common stock.

CERTAIN PROVISIONS OF NEW JERSEY LAW AND OUR CHARTER MAY MAKE A TAKEOVER OF OUR
COMPANY DIFFICULT EVEN IF SUCH TAKEOVER COULD BE BENEFICIAL TO SOME OF OUR
SHAREHOLDERS.

New Jersey law contains and our certificate of incorporation, as
amended, contains certain provisions that could delay or prevent a takeover
attempt that our shareholders may consider in their best interests. Our board of
directors is divided into three classes. Directors are elected to serve
staggered three-year terms and are not subject to removal except for cause by
the vote of the holders of at least 80% of our capital stock. In addition,
approval by the holders of 80% of our voting stock is required for certain
business combinations unless these transactions meet certain fair price criteria
and procedural requirements or are approved by two-thirds of our continuing
directors. We may in the future adopt other measures that may have the effect of
delaying or discouraging an unsolicited takeover, even if the takeover were at a
premium price or favored by a majority of unaffiliated shareholders. Certain of
these measures may be adopted without any further vote or action by our
shareholders.

FUTURE SALES BY EXISTING SHAREHOLDERS COULD DEPRESS THE MARKET PRICE OF OUR
COMMON STOCK AND MAKE IT MORE DIFFICULT FOR US TO SELL STOCK IN THE FUTURE.

On October 6, 1999 a registration statement covering 2,521,361 shares
of our common stock became effective. The shares registered thereunder are
eligible for resale in the market without restriction. Sales of any substantial
number of shares of our common stock in the public market may have an adverse
effect on the market price of our common stock. The average daily trading volume
of our common stock has been very low. Any sustained sales of shares by our
existing or future shareholders or any increase in the average volume of shares
traded in the public market may adversely affect the market price of our common
stock. These sales also might make it more difficult for us to sell equity or
equity-related securities, including the common stock registered hereunder, in
the future at a time and price that we deem appropriate. The shelf registration
declared effective on




7

October 6, 1999 will remain effective until November 17, 2003 or such earlier
time as all of the shares of our common stock are no longer restricted under
Rule 144.

At present we have a substantial number of shares that are issuable
upon the exercise of outstanding warrants and stock options.

































8


USE OF PROCEEDS

We currently intend to use the net proceeds from the sale of our common
stock to expand manufacturing capacity for new datacom and wireless products, to
fund additional investments in joint ventures and for other general corporate
purposes. Depending on our circumstances at the time the net proceeds from such
sales become available, if at all, we reserve the right to use such net proceeds
for purposes other than those set forth above.

PLAN OF DISTRIBUTION

Any of the shares being offered under this prospectus may be sold in
any one or more of the following ways from time to time:

o through agents,
o to or through underwriters,
o through dealers, and
o directly by us to purchasers.

The distribution of the shares may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.

Offers to purchase shares may be solicited by agents designated by us
from time to time. Any agent involved in the offer or sale of the shares under
this prospectus will be named, and any commissions payable by us to these agents
will be set forth, in a related prospectus supplement. Unless otherwise
indicated in a prospectus supplement, any agent will be acting on a reasonable
best efforts basis for the period of its appointment. Any agent may be deemed to
be an underwriter, as the term is defined in the Securities Act, of the shares
so offered and sold.

If shares are sold by means of an underwritten offering, we will
execute an underwriting agreement with an underwriter or underwriters at the
time an agreement for such sale is reached, and the names of the specific
managing underwriter or underwriters, as well as any other underwriters, the
respective amounts underwritten and the terms of the transaction, including
commissions, discounts and any other compensation of the underwriters and
dealers, if any, will be set forth in a related prospectus supplement. That
prospectus supplement and this prospectus will be used by the underwriters to
make resales of the shares. If underwriters are used in the sale of any shares
in connection with this prospectus, those shares will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at fixed public offering
prices or at varying prices determined by the underwriters and us at the time of
sale. Shares may be offered to the public either through underwriting syndicates
represented by managing underwriters or directly by one or more underwriters. If
any underwriter or underwriters are used in the sale of shares, unless otherwise
indicated in a related prospectus supplement, the underwriting agreement will
provide that the obligations of the underwriters are subject to some conditions
precedent and that the underwriters with respect to a sale of these shares will
be obligated to purchase all such shares if any are purchased.

We may grant to the underwriters options to purchase additional shares,
to cover over-allotments, if any, at the public offering price, with additional
underwriting commissions or discounts, as may be set forth in a related
prospectus supplement. If we grant any over-allotment option, the terms of that
over-allotment option will be set forth in the prospectus supplement for these
shares.

If a dealer is utilized in the sale of the shares in respect of which
this prospectus is delivered, we will sell




9

these shares to the dealer as principal. The dealer may then resell such shares
to the public at varying prices to be determined by such dealer at the time of
resale. Any such dealer may be deemed to be an underwriter, as such term is
defined in the Securities Act, of the shares so offered and sold. The name of
the dealer and the terms of transaction will be set forth in the prospectus
supplement relating to those offers and sales.

Offers to purchase shares may be solicited directly by us and those
sales may be made by us directly to institutional investors or others, who may
be deemed to be underwriters within the meaning of the Securities Act with
respect to any resale of those shares. The terms of any sales of this type will
be described in the prospectus supplement.

If so indicated in a related prospectus supplement, we may authorize
agents and underwriters to solicit offers by certain institutions to purchase
shares from us at the public offering price set forth in a related prospectus
supplement as part of delayed delivery contracts providing for payment and
delivery on the date or dates stated in a related prospectus supplement. Such
delayed delivery contracts will be subject to only those conditions set forth in
a related prospectus supplement. A commission indicated in a related prospectus
supplement will be paid to underwriters and agents soliciting purchases of
shares pursuant to delayed delivery contracts accepted by us.

Agents, underwriters and dealers may be entitled under relevant
agreements with us to indemnification by us against some liabilities, including
liabilities under the Securities Act, or to contributions with respect to
payments which such agents, underwriters and dealers may be required to make in
respect thereof.

Agents, underwriters and dealers may be customers of, engage in
transactions with, or perform services for, us in the ordinary course of our
business.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 50,000,000 shares of common
stock, no par value per share, and 5,882,352 shares of preferred stock, par
value $.0001 per share.

As of January 3, 2000, there were 13,774,631 shares of common stock
outstanding, held of record by approximately 2,713 shareholders. The holders of
common stock are entitled to one vote per share on all matters to be voted upon
by the shareholders. Subject to preferences that may be applicable to any
outstanding preferred stock, the holders of common stock are entitled to receive
ratably dividends, if any, as may be declared from time to time by our board of
directors out of funds legally available. In the event of our liquidation,
dissolution or winding up, the holders of common stock are entitled to share
ratably in assets remaining after payment of liabilities, subject to prior
distribution rights of preferred stock, if any, then outstanding. The common
stock has no preemptive or conversion rights or other subscription rights. There
are no redemption or sinking fund provisions applicable to the common stock. All
outstanding shares of common stock are fully paid and non-assessable, and the
shares of common stock to be issued upon completion of any offering will be
fully paid and non-assessable.

LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for
EMCORE by Howard W. Brodie, Esq., Vice President and General Counsel, who may
rely upon Dillon, Bitar & Luther, New Jersey counsel for EMCORE as to matters of
New Jersey law. As of September 29, 1999, Mr. Brodie held options to purchase an
aggregate of 50,000 shares of Common Stock.

EXPERTS

The consolidated financial statements and the related financial
statement schedule incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K/A for the year ended September 30, 1999,
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and has been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.



10

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document in our public
files at the SEC's offices at:

o Judiciary Plaza
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549

o 500 West Madison Street
Suite 1400
Chicago, Illinois 60606

and

o 7 World Trade Center
Suite 1300
New York, New York 10048.

Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public from the SEC's
web site at http://www.sec.gov through the SEC's electronic data gathering
analysis and retrieval system, EDGAR. Our common stock is traded on the Nasdaq
National Market under the symbol "EMKR." Information about us is also available
from the NASD, 1735 K Street, N.W., Washington, D.C. 20006.

The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is
considered to be part of this prospectus. Later information that we file with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
by us:

1. EMCORE's Annual Report on Form 10-K/A for the fiscal year
ended September 30, 1999;

2. The description of the common stock, contained in EMCORE's
Registration Statement on Form 8-A filed pursuant to Section
12 of the Exchange Act and all amendments thereto and reports
filed for the purpose of updating such description; and

3. The summary of executive compensation, contained in EMCORE'S
Proxy Statement filed pursuant to Section 14 of the Exchange
Act.

We will provide to you, without charge, a copy of any and all of the
documents or information referred to above that we have incorporated by
reference in this prospectus (other than exhibits to the documents unless those
exhibits are specifically incorporated by reference into this prospectus).
Requests for such copies should be directed to the following address:

EMCORE Corporation
394 Elizabeth Avenue
Somerset, New Jersey
Attn: Chief Financial Officer
Telephone (732) 271-9090.

This prospectus is part of a registration statement that we filed with
the SEC. You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of that document.



11



2,000,000 SHARES OF COMMON STOCK







EMCORE CORPORATION





--------------------------------

PROSPECTUS

--------------------------------









_______ __, 2000






o We have not authorized anyone to give you any information that differs from
the information in this prospectus. If you receive any different
information, you should not rely on it.

o The delivery of this prospectus shall not, under any circumstances, create
an implication that EMCORE Corporation is operating under the same
conditions that it was operating under when this prospectus was written. Do
not assume that the information contained in this prospectus is correct at
any time past the date indicated.

o This prospectus does not constitute an offer to sell, or the solicitation of
an offer to buy, any securities other than the securities to which it
relates.

o This prospectus does not constitute an offer to sell, or the solicitation of
an offer to buy, the securities to which it relates in any circumstances in
which such offer or solicitation is unlawful.


- ----------------------------

Table of Contents

Page

About This Prospectus inside cover
EMCORE Corporation..........................1
Risk Factors................................2
Use Of Proceeds.............................9
Plan Of Distribution....................... 9
Description of Securities..................10
Legal Matters..............................10
Experts....................................10
Where You Can Find More
Information..............................11







12


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses in connection with
the sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All amounts shown are estimates except
the Securities and Exchange Commission registration fee.