424B5: Prospectus filed pursuant to Rule 424(b)(5)
Published on February 25, 2000
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-94911
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY 4, 2000)
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1,000,000 Shares
EMCORE logo
EMCORE CORPORATION
Common Stock
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EMCORE Corporation is selling 1,000,000 shares of common stock. The shares of
common stock are included for quotation on the Nasdaq National Market under the
symbol "EMKR." On February 24, 2000, the last reported sale price in the Nasdaq
National Market was $138.75 per share.
SEE "RISK FACTORS" ON PAGES 2 TO 8 OF THE ACCOMPANYING PROSPECTUS FOR FACTORS
THAT SHOULD BE CONSIDERED BEFORE INVESTING IN THE SHARES OF EMCORE.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
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The underwriters may, under certain circumstances, purchase up to 150,000
additional shares from EMCORE at the public offering price, less underwriting
discounts and commissions. Delivery and payment for the shares will be on March
1, 2000.
PRUDENTIAL VOLPE TECHNOLOGY
a unit of Prudential Securities
WIT SOUNDVIEW
ROTH CAPITAL PARTNERS
Incorporated
February 24, 2000
TABLE OF CONTENTS
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We were incorporated in the State of New Jersey in September 1986. Our
World Wide Web site is www.emcore.com. Our web site is not part of this
prospectus supplement. EMCORE and TurboDisc(R) are registered trademarks of
EMCORE and Gigalese(R), Gigarray(R) and the EMCORE logo are trademarks of
EMCORE. Each trademark, trade name or service mark of any other company
appearing in this prospectus supplement belongs to its holder.
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FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus include
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. We have based these forward-looking
statements largely on our current expectations and projections about future
events and financial trends affecting the financial condition of our business.
These forward-looking statements are subject to a number of risks, uncertainties
and assumptions about us, including, among other things:
- general economic and business conditions, both nationally and in our
markets;
- our expectations and estimates concerning future financial performance,
financing plans and the effect of competition;
- anticipated trends in the compound semiconductor wafers and devices
business;
- existing and future regulations affecting the compound semiconductor
wafers and devices business; and
- other risk factors set forth in the "Risk Factors" section of the
prospectus.
In addition, in this prospectus supplement and the accompanying prospectus,
the words "believe," "may," "will," "estimate," "continue," "anticipate,"
"intend," "expect" and similar expressions, as they relate to us, our business
or our management, are intended to identify forward-looking statements.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks and uncertainties, the forward-looking events and
circumstances discussed in this prospectus supplement and the accompanying
prospectus may not occur and actual results could differ materially from those
anticipated or implied in the forward-looking statements.
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You should rely only on the information contained in this prospectus
supplement, the accompanying prospectus and the documents incorporated by
reference. We have not authorized anyone to provide you with different
information. We are not making an offer of these securities in any jurisdiction
where the offer or sale is not permitted. You should not assume that the
information in this prospectus supplement and the accompanying prospectus is
accurate as of any other date than the date on the front cover of this
prospectus supplement.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information contained elsewhere in this prospectus
supplement. This summary is not complete and may not contain all of the
information that you should consider before investing in our common stock. You
should read this prospectus supplement and the accompanying prospectus
carefully.
EMCORE CORPORATION
EMCORE designs, develops and manufacturers 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 production tools and process, and technology enable our customers
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 Inc., General Motors Corp., Hewlett
Packard Co., Hughes-Spectrolab, JDS Uniphase Corporation, Loral Space &
Communications, Lucent Technologies, Inc., Siemens AG's Osram GmbH subsidiary,
Sumitomo Electric Industries, Ltd. and 12 of the largest electronics
manufacturers in Japan.
Compound semiconductors are the key components of electronic systems and
electronic circuits and are 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 semiconductor materials on it. The wafers are further processed
to create devices that are ready to be packaged by our customers for use in
their products. 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
- optoelectronic properties that enable these devices to emit and detect
light.
Although compound semiconductors are more expensive to manufacture than the
more traditional silicon-based semiconductors, electronics manufacturers are
increasingly integrating semiconductors into their products in order to achieve
higher performance.
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We manufacture and sell, either alone or with our joint venture partners,
the following products:
Our objective is to capitalize on our position as a leading developer and
manufacturer of compound semiconductor tools and manufacturing processes to
become the leading supplier of compound semiconductor wafers and devices. The
key elements of our strategy are to:
- apply our core scientific and manufacturing technology across multiple
product applications;
- target high growth opportunities;
- partner with key industry participants; and
- continue our investment in research and development to maintain
technology leadership.
We have recently established a number of strategic relationships through
joint ventures and long-term supply agreements including:
- a Memorandum of Understanding with JDS Uniphase Corporation for the
development, manufacturing and marketing of a family of fiberoptic array
transceivers;
- a three year supply agreement with Agilent Technologies, Inc. for VCSEL
arrays;
- a joint venture with GE Lighting to develop and market white light and
colored HB LED lighting products;
- a long-term purchase agreement for solar cells with Space Systems/Loral,
a wholly-owned subsidiary of Loral Space & Communications; and
- a cooperative development agreement and a three-year purchase agreement
with Sumitomo Electronic to provide certain RF materials for use in
cellular handsets.
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RECENT DEVELOPMENTS
In January 2000, we signed a Memorandum of Understanding with JDS Uniphase
Corporation ("JDS Uniphase"). Under this Memorandum of Understanding, we and JDS
Uniphase will, upon execution of a final agreement, jointly develop, manufacture
and market a family of fiberoptic array transceivers based on our laser
technology that facilitate light to logic (electronic signal in/modulated light
signal out) for fiberoptic communications solutions used in switches, routers
and computer backplanes. We will manufacture VCSEL arrays and design gigabit
speed control circuits, photodetectors, optical links and other components. JDS
Uniphase will design and develop the optical packaging for the products and
handle all marketing and worldwide sales and distribution. We intend that the
initial product jointly developed and commercialized in our alliance with JDS
Uniphase will be an array transceiver with twelve channels each operating at
1.25 Gigabits/second, yielding a compact, high speed data link. These products
are designed to make possible short distance links between dense wavelength
division multiplexing systems (DWDM), high speed routers and SONET (long-haul
telecommunications) equipment.
It is expected that JDS Uniphase will place an initial purchase order upon
the signing of the agreement. The terms and conditions of delivery will be
finalized upon completion of development of the product. We expect to begin
shipping samples of an array transceiver by the second calendar quarter.
In January 2000, we entered into a three-year supply agreement with Agilent
Technologies, Inc. ("Agilent"), a leading supplier of fiberoptic transceivers
and integrated circuits for infrastructure products for the Internet. Under this
agreement, we will manufacture Gigarray(R) VCSEL arrays for use in parallel
optical transceivers. The initial purchase order under the agreement is
contingent upon our development of a component that meets Agilent's
specifications. We expect to begin shipping sample products in June 2000 with
full commercial shipments commencing by year end.
Our stock price has fluctuated widely in the last year and may fluctuate
widely in the future. Since January 1, 1999, our stock price has been as high as
$173 per share and as low as $12 per share. Since our announcement on February
16, 2000 of our Memorandum of Understanding with JDS and the three-year supply
agreement with Agilent, our stock price has increased from $76.8125 per share at
the close on February 15, 2000 to a close of $161.8125 per share on February 23,
2000. If we fail to execute the definitive agreement contemplated by the
Memorandum of Understanding, we are unable to successfully design or manufacture
the new products, or the products to be developed with JDS or Agilent have
difficulty penetrating targeted markets, our stock price could be adversely
affected. Additionally, volatility in the price of our common stock may be
caused by other factors outside of our control and may be unrelated or
disproportionate to our operating results.
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THE OFFERING
The outstanding share information set forth above is based on the number of
shares outstanding as of December 31, 1999 and excludes:
(i) 4,188,176 shares of common stock reserved for issuance upon:
- the exercise of options outstanding which have a weighted average
exercise price of $10.87 per share;
- the exercise of warrants which have a weighted average exercise price of
$11.45 per share;
- the conversion of our convertible subordinated debenture held by General
Electric; and
(ii) up to 150,000 additional shares that may be purchased if the underwriters
exercise their over-allotment option in full.
RISK FACTORS
You should consider the risk factors described in the accompanying
prospectus before investing in EMCORE's common stock.
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USE OF PROCEEDS
Our net proceeds from the offering will be approximately $128.1 million,
$147.4 million if the underwriters' over-allotment option is exercised in full,
after deducting the underwriting discounts and commissions and estimated
offering expenses. We currently intend to use the net proceeds from the sale of
our common stock to expand manufacturing capacity for new data communications
and wireless products, to fund additional investments in joint ventures and for
other general corporate purposes. Pending such uses, the net proceeds may
temporarily be invested in short term, interest bearing, investment grade
securities or guaranteed obligations of the U.S. Government.
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
EMCORE's common stock is included for quotation on the Nasdaq National
Market under the symbol "EMKR." The following table sets forth the quarterly
high and low sale prices for EMCORE's common stock during the two most recent
fiscal years and subsequent interim period.
We have not declared or paid dividends on our common stock since we were
formed. We currently do not intend to pay dividends on our common stock in the
foreseeable future so that we may reinvest our earnings in our business. The
payment of dividends, if any, on our common stock in the future will be at the
discretion of our board of directors.
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CAPITALIZATION
The following table sets forth our capitalization:
- on an actual basis as of December 31, 1999,
- on a pro forma basis, to reflect the conversion of preferred stock into
common stock, and
- pro forma, as adjusted, to reflect our receipt of the net proceeds from
our sale of 1,000,000 shares of common stock.
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(1) As of February 7, 2000 the Series I preferred stock was voluntarily
converted into common stock.
The numbers in this table exclude (i) 4,188,176 shares of common stock
reserved for issuance upon:
- the exercise of options which have a weighted average exercise price of
$10.87 per share;
- the exercise of warrants which have a weighted average exercise price of
$11.45 per share;
- the conversion of the convertible subordinated debenture held by General
Electric; and
(ii) up to 150,000 additional shares that may be purchased if the underwriters
exercise their over-allotment option in full.
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DILUTION
Our net tangible book value as of December 31, 1999 was $53.6 million or
approximately $3.88 per share. Net tangible book value per share represents the
amount of total tangible assets less total liabilities, divided by the number of
shares of common stock outstanding. After giving effect to the sale by us of
1,000,000 shares of common stock in this offering at the public offering price
of $136.00 per share, the application of the estimated net proceeds therefrom,
and the conversion of preferred stock into common stock, our pro forma, as
adjusted net tangible book value as of December 31, 1999 would have been $190.7
million or approximately $12.34 per share. This represents an immediate increase
in pro forma as adjusted net tangible book value of $8.46 per share to our
existing shareholders and an immediate dilution in pro forma as adjusted net
tangible book value of $123.66 per share to new investors. The following table
sets forth this per share dilution.
The foregoing table assumes no exercise of any outstanding stock options or
warrants.
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SELECTED FINANCIAL DATA
The following selected consolidated financial data for the five most recent
fiscal years ended September 30, 1999 of EMCORE is qualified by reference to and
should be read in conjunction with the Financial Statements and the Notes
thereto, and other financial information incorporated by reference into the
prospectus. The Statement of Operations Data set forth below with respect to
fiscal years 1997, 1998 and 1999 and the Balance Sheet Data as of September 30,
1998 and 1999 are derived from EMCORE's audited financial statements which are
incorporated by reference into the prospectus. The Statement of Operations Data
for fiscal years 1995 and 1996 and the Balance Sheet Data as of September 30,
1995, 1996 and 1997 are derived from audited financial statements not included
herein. The selected financial data as of December 31, 1999 and for the three
months ended December 31, 1998 and 1999 are derived from EMCORE's unaudited
consolidated financial statements, which in the opinion of EMCORE's management,
reflect all adjustments (consisting of only normal recurring adjustments)
necessary for a fair presentation of the financial position and results of
operations for these periods. Operating results for the three months ended
December 31, 1999 are not necessarily indicative of the results that may be
expected for the entire fiscal year ending September 30, 2000.
On December 5, 1997, EMCORE acquired MicroOptical Devices, Inc. ("MODE") in
a stock transaction accounted for under the purchase method of accounting for
$32.8 million. In connection with this transaction, EMCORE recorded a
non-recurring, non-cash charge of $19.5 million for acquired in-process research
and development, which affects the comparability of EMCORE's operating results
and financial condition.
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BUSINESS
COMPANY OVERVIEW
EMCORE designs, develops and manufactures compound semiconductor materials
and is a leading developer and manufacturer of the tools and manufacturing
processes used to fabricate compound semiconductor wafers and devices. EMCORE's
production tools and process technology enable its customers to manufacture
commercial volumes of high-performance electronic devices using compound
semiconductors. EMCORE has recently established a number of strategic
relationships through joint ventures, long-term supply agreements and an
acquisition in order to facilitate the development and manufacture of new
products in targeted growth markets. EMCORE's products are used for 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 Agilent, AMP
Incorporated, General Motors Corp., Hewlett Packard Co., Hughes-Spectrolab, JDS
Uniphase, Loral Space & Communications, Lucent Technologies, Inc., Motorola,
Inc., Siemens AG's Osram GmbH subsidiary, Sumitomo Electric Industries, Ltd. and
12 of the largest electronics manufacturers in Japan.
INDUSTRY OVERVIEW
Recent advances in information technologies have created a growing need for
efficient, high-performance electronic systems that operate at very high
frequencies, have increased storage capacity and computational and display
capabilities and can be produced cost-effectively in commercial volumes. In the
past, electronic systems manufacturers have relied on advances in silicon
semiconductor technology to meet many of these demands. However, the newest
generation of high-performance electronic and optoelectronic applications
require certain functions that are generally not achievable using silicon-based
components.
Compound semiconductors have emerged as an enabling technology to meet the
complex requirements of today's advanced information systems. Many compound
semiconductor materials have unique physical properties that allow electrons to
move at least four times faster than through silicon-based devices. Advantages
of compound semiconductor devices over silicon devices include:
- operation at higher speeds;
- lower power consumption;
- less noise and distortion; and
- optoelectronic properties that enable these devices to emit and detect
light.
Compound semiconductor devices can be used to perform individual functions
as discrete devices, such as solar cells, HB LEDs, VCSELs, MR sensors and RF
materials. Compound semiconductor devices can also be combined into integrated
circuits, such as transmitters, receivers and alphanumeric displays. Although
compound semiconductors are more expensive to manufacture than silicon-based
devices, electronics manufacturers are increasingly integrating compound
semiconductor devices into their products in order to achieve higher performance
in applications targeted for a wide variety of markets. These include satellite
communications, data communications, telecommunications, wireless
communications, consumer and automotive electronics, computers and peripherals
and lighting.
The following factors have resulted in an increased demand for compound
semiconductor products and systems that enable electronic systems manufacturers
to reach the market faster with large volumes of high-performance products and
applications:
- rapid build-out of satellite communications systems;
- widespread deployment of fiber optic networks and the increasing use of
optical systems within these networks;
- launch of new wireless services and wireless high speed data systems;
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- increasing use of infrared emitters and optical detectors in computer
systems;
- emergence of advanced consumer electronics applications, such as DVDs and
flat panel displays;
- increasing use of high-performance electronic devices in automobiles; and
- the anticipated conversion to HB LEDs from incandescent, halogen and
compact fluorescent lighting.
The following chart summarizes the principal markets, examples of
applications for compound semiconductor devices, products incorporating these
devices and certain benefits and characteristics of these devices.
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COMPOUND SEMICONDUCTOR PROCESS TECHNOLOGY
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, phosphorous or nitrogen. The resulting compounds include gallium
arsenide, indium phosphide, gallium nitride, indium antimonide and indium
aluminum phosphide. The performance characteristics of compound semiconductors
are dependent on the composition of these compounds. Many of the unique
properties of compound semiconductor devices are achieved by the layering of
different compound semiconductor materials in the same device. This layered
structure creates an optimal configuration to permit the emission or detection
of light and the detection of magnetic fields.
Accordingly, the composition and properties of each layer and the control
of the layering process, or epitaxy, are fundamental to the performance of
advanced electronic and optoelectronic compound semiconductor devices. The
variation of thickness and composition of layers determines the intensity and
color of the light emitted or detected and the efficiency of power conversion.
The ability to vary the intensity, color and efficiency of light generation and
detection enables compound semiconductor devices to be used in a broad range of
advanced information systems.
Compound semiconductor device manufacturers predominantly use four methods
to deposit compound materials: molecular beam epitaxy, vapor phase epitaxy,
liquid phase epitaxy and metal organic chemical vapor deposition ("MOCVD"). The
use of molecular beam epitaxy technology can yield wafers having high thickness
uniformity. Compound semiconductor materials fabricated using liquid phase
epitaxy or vapor phase epitaxy technologies often have high electronic and
optical properties. However, due to the nature of the underlying processes, none
of these methods can be easily scaled up to high volume production, which is
necessary for the commercial viability of compound semiconductor devices. All of
the methods used to manufacture compound semiconductor devices pose technical,
training and safety challenges that are not present in the manufacture of
silicon devices. These production systems typically require expensive reactant
materials, the use of certain toxic chemicals and tight control over numerous
manufacturing parameters. The key differences between MOCVD and the three other
methods are that compound semiconductor wafers fabricated using MOCVD generally
possess a better combination of uniformity and optical and electronic properties
and are easier to produce in high volumes than wafers manufactured by the three
more traditional methods. Currently, MOCVD technology is being used to
manufacture a broad range of compound semiconductor devices.
Historically, manufacturers who use compound semiconductor devices in their
products have met research, pilot production and capacity needs with in-house
systems and technologies. However, as the need for the production of commercial
volumes of high-performance compound semiconductor devices and the variety of
these devices increases, manufacturers are often unable to meet these
requirements using in-house solutions. In response to these growing demands for
higher volumes of a broad range of higher performance devices, manufacturers are
increasingly turning to outside vendors to meet their needs for compound
semiconductor wafers and devices.
THE EMCORE SOLUTION
EMCORE provides a broad range of compound semiconductor products and
services intended to meet its customers' diverse technology requirements. EMCORE
has developed extensive materials science expertise, process technology and
MOCVD production systems to address its customers' needs and believes that its
proprietary TurboDisc(R) deposition technology makes possible one of the most
cost-effective production processes for the commercial volume manufacture of
high-performance compound semiconductor wafers and devices. This platform
technology provides the basis for the production of various types of compound
semiconductor wafers and devices and enables EMCORE to address the critical need
of manufacturers to
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cost-effectively get to market faster with high volumes of new and improved
high-performance products. EMCORE's compound semiconductor products and services
include:
- materials and process development;
- design and development of devices;
- MOCVD production systems; and
- manufacture of wafers and devices in high volumes.
Customers can take advantage of EMCORE's vertically integrated approach by
purchasing custom-designed wafers and devices from EMCORE, and they can
manufacture their own devices in-house using a TurboDisc(R) production system
configured to their specific needs.
STRATEGY
EMCORE's objective is to capitalize on its position in MOCVD process
technology and production systems to become the leading supplier of compound
semiconductor wafers, devices and production systems. The key elements of
EMCORE's strategy include:
Apply Core Technology Across Multiple Applications. EMCORE continually
leverages its proprietary core technology to develop compound semiconductor
products for multiple applications in a variety of markets. These activities
include developing new products for targeted applications as well as expanding
existing products into new applications. For example, EMCORE's MR sensors,
currently used by General Motors Corporation as crank shaft sensors, also have
other potential product applications, including as sensors in brushless motors
and antilock brakes. Other existing products which EMCORE intends to introduce
in new applications include VCSELs for communications products and HB LEDs for
broader lighting applications.
Target High Growth Market Opportunities. EMCORE's strategy is to target
high growth opportunities where performance characteristics and high volume
production efficiencies can give compound semiconductors a competitive advantage
over other devices. Historically, while technologically superior, compound
semiconductors have not been widely deployed because they are more expensive to
manufacture than silicon-based semiconductors and other existing solutions.
EMCORE believes that as compound semiconductor production costs are reduced, new
customers will be compelled to use these solutions because of their higher
performance characteristics. For example, EMCORE has reduced the average cost of
compound semiconductor solar cells to the point that customers are replacing
silicon-based solar cells because of the compound semiconductor solar cells'
higher overall efficiency, better end-of-life performance and lower weight.
Partner with Key Industry Participants. EMCORE seeks to identify and
develop long-term relationships with leading companies in targeted industries.
EMCORE develops these relationships in a number of ways including through
long-term, high-volume supply agreements, joint ventures, an acquisition and
distribution and other arrangements. For example, EMCORE has entered into a
joint venture with General Electric Lighting for the development and marketing
of white light and colored HB LED products for automotive, traffic, flat panel
display and other lighting applications. EMCORE also has signed a Memorandum of
Understanding with JDS Uniphase for the joint development, manufacture and
marketing of a family of array transceivers for cost effective, high bandwidth
optical networking products. EMCORE intends to actively seek similar strategic
relationships with other key customers and industry participants in order to
further expand its technological and production base.
Continue Investment to Maintain Technology Leadership. Through substantial
investment in research and development, EMCORE seeks to expand its leadership
position in compound semiconductor production systems, wafers and devices.
EMCORE works with its customers to identify specific performance criteria and
uses this information to enhance the performance of its production systems and
to further expand its process and materials science expertise, including the
development of new low cost, high-volume wafers and devices
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for its customers. In addition, EMCORE's development efforts are focused on
continually lowering the production costs of its solutions.
PRODUCTS
PRODUCTION SYSTEMS
EMCORE is a leading supplier of MOCVD compound semiconductor production
systems, with more than 250 systems shipped as of December 31, 1999. EMCORE
believes that its TurboDisc(R) systems offer significant ownership advantages
over competing systems and that the high throughput capabilities of its
TurboDisc(R) systems make possible superior reproducibility of thickness,
composition, electronic properties and layer accuracy required for electronic
and optoelectronic devices. Each system can be customized for the customer's
throughput, wafer size and process chemistry requirements. EMCORE's production
systems also achieve a high degree of reliability with an average time available
for production, based on customer data, of approximately 95%.
EMCORE believes its TurboDisc(R) systems enable the lowest cost of
ownership for the manufacture of compound semiconductor materials. The major
components of cost of ownership include yield, throughput, direct costs and
capital costs. Yield primarily relates to material uniformity, which is a
function of the precision of the physical and chemical processes by which atomic
layers are deposited. Throughput, the volume of wafers produced per unit of
time, includes both the time required for a process cycle and the handling time
between process steps. Direct costs include consumables used in manufacturing
and processing and the clean room space required for the equipment. Capital
costs include the cost of acquisition and installation of the process equipment.
EMCORE's proprietary TurboDisc(R) technology utilizes a unique high speed
rotating disk in a stainless steel growth chamber with integrated
vacuum-compatible loading chambers. To produce a wafer, a bare substrate, such
as, gallium arsenide, sapphire or germanium, is placed on a wafer carrier in the
TurboDisc(R) growth chamber and subjected to high temperatures. Based on a
predetermined formula, metal organic gases are released into the growth chamber.
These gases decompose on the hot, rapidly spinning wafer. Semiconductor
materials are then deposited on the substrate in a highly uniform manner. The
resulting wafer thus carries one or more ultra-thin layers of compound
semiconductor material, such as gallium arsenide, gallium nitride or indium
aluminum phosphide. The TurboDisc(R) technology not only produces uniformity of
deposition across the wafer, but also offers flexibility for diverse
applications with improved material results and increased production rates. The
unique precision control of reactant gas flow in the TurboDisc(R) technology
platform allows users to scale easily from research to commercial volumes with
substantially reduced time and effort. Upon removal from the growth chamber, the
wafer is transferred to a device processing facility for various steps such as
photolithography, etching, masking, metallization and dicing. Upon completion of
these steps, the devices are then sent for packaging and incorporation in the
customer's product.
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(TurboDisc(R) Diagram)
Wafers are loaded on a multiple wafer platter into the growth chamber,
where they are subjected to high-temperature vacuum conditions and spun at high
speeds. Gases are then introduced into the vacuum growth chamber, and
semiconductor materials become deposited onto the substrate in a highly uniform
manner.
EMCORE's next generation of TurboDisc(R) products are being designed to
provide a number of innovations including:
- new reactor design to improve efficiency;
- cassette-to-cassette wafer handling to increase automation;
- digital control system to reduce noise;
- real-time process control and data acquisition on WindowsNT platform;
- modular component design to ease outsourcing and upgrading; and
- improved temperature control.
WAFERS AND DEVICES
Since its inception, EMCORE has worked closely with its customers to design
and develop process technology and materials science expertise for use in
production systems for its customers' end-use applications. EMCORE has leveraged
its process and materials science knowledge base to manufacture a broad range of
compound semiconductor wafers and devices, such as, solar cells, HB LEDs,
VCSELs, MR sensors and RF materials.
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Within most of these product lines, EMCORE has established strategic
relationships through joint ventures, long-term supply agreements and an
acquisition. A summary of these relationships is found below.
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Solar Cells. Compound semiconductor solar cells are used to power
satellites because they are more resistant to radiation levels in space and
convert substantially more light to power, therefore weigh less per unit of
power than silicon-based solar cells. These characteristics increase satellite
life, increase payload capacity and reduce launch costs. EMCORE is currently
involved in five solar cell projects:
- In November 1999, EMCORE entered into a Technical Assistance Agreement
with Loral and Mitsubishi Electric Corporation;
- In November 1998, EMCORE signed a four-year purchase agreement with
Space Systems/Loral, a wholly owned subsidiary of Loral Space &
Communications. Under this agreement, EMCORE will supply compound
semiconductor high efficiency gallium arsenide solar cells for Loral's
satellites. To date, EMCORE has received purchase orders from Space
Systems/Loral that total $7.2 million and will service this agreement
through its newly completed facility in Albuquerque, New Mexico.
EMCORE plans to start shipping solar cells as early as December 1999
and a majority of the solar cell shipments under the current purchase
order are scheduled for the second fiscal quarter, which ends March
31, 2000;
- In November 1998, EMCORE received a $2.2 million contract under the
U.S. Air Force's Broad Agency Announcement Program for the development
of high-efficiency advanced solar cells;
- In September 1998, EMCORE entered into an agreement with Lockheed
Martin Missiles and Space, a strategic business unit of Lockheed
Martin Corporation, to provide technical management and support for a
Cooperative Research and Development Agreement between Lockheed Martin
and Sandia National Laboratory for the advancement and
commercialization of a new compound semiconductor high-efficiency
solar cell. Pursuant to this strategic agreement, (1) Lockheed Martin
will grant EMCORE a sub-license for all related intellectual property
developed on behalf of or in conjunction with Lockheed Martin and (2)
EMCORE and Lockheed Martin will jointly qualify and validate the
high-efficiency solar cells for operational satellite use; and
- In August 1998, EMCORE and Union Miniere Inc., a mining and materials
company, entered into a long-term supply agreement for germanium,
which EMCORE uses to fabricate solar cells. In addition to their solar
cell relationship, in November 1998, EMCORE formed UMCore, a joint
venture with Union Miniere to explore and develop alternate uses for
germanium using EMCORE's material science and production platform
expertise and Union Miniere's access to and experience with germanium.
UMCore commenced research and development operations in January 1999.
HB LEDs. High-brightness light-emitting diodes ("HB LEDs") are solid state
compound semiconductor devices that emit light. The global demand for HB LEDs is
experiencing rapid growth because HB LEDs have a long useful life, consume
approximately 10% of the power consumed by incandescent or halogen lighting and
improve display visibility. In February 1998, EMCORE and Uniroyal Technology
Corporation formed Uniroyal Optoelectronics, a joint venture to manufacture,
sell and distribute HB LED wafers and package-ready devices.
In May 1999, EMCORE and General Electric Lighting formed GELcore, a joint
venture to develop and market HB LED lighting products. General Electric
Lighting and EMCORE have agreed that this joint venture will be the exclusive
vehicle for each party's participation in solid state lighting. GELcore seeks to
combine EMCORE's materials science expertise, process technology and compound
semiconductor production systems with General Electric Lighting's brand name
recognition and extensive marketing and distribution capabilities. GELcore's
long-term goal is to develop products to replace traditional lighting.
VCSELs. Vertical cavity surface emitting lasers ("VCSELs") are
semiconductor lasers that emit light in a cylindrical beam. VCSELs offer
significant advantages over traditional laser diodes, including:
- greater control over beam size and wavelength;
- reduced manufacturing complexity and packaging costs;
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- lower power consumption; and
- higher frequency performance.
Leading electronic systems manufacturers are integrating VCSELs into a
broad array of end-market applications including Internet access, digital
cross-connect telecommunications switches, DVD and fiber optic switching and
routing, such as Gigabit Ethernet.
In December 1997, EMCORE acquired MODE, a development stage company
primarily dedicated to the research and development of enabling VCSEL
technologies. In February 1998, EMCORE announced Gigalase, its first commercial
high-speed VCSEL laser. In September 1998, EMCORE signed a four-year purchase
agreement with AMP Incorporated to provide VCSELs for a family of optical
transceivers for the Gigabit Ethernet, FibreChannel and ATM markets. In December
1998, EMCORE announced its second VCSEL product, Gigarray(R), a VCSEL array. In
January 2000, EMCORE signed a Memorandum of Understanding with JDS Uniphase for
the joint development, manufacture and marketing of a family of array
transceivers for the Very Short Reach OC-192 and related markets. Shipments are
expected to begin by the second calendar quarter.
MR Sensors. Magneto resistive ("MR") sensors are compound semiconductor
devices that possess sensing capabilities. MR sensors improve vehicle
performance through more accurate control of engine and crank shaft timing,
which allows for improved spark plug efficiency and reduced emissions. In
January 1997, EMCORE initiated shipments of compound semiconductor MR sensors
using technology licensed to EMCORE from General Motors. This license allows
EMCORE to manufacture and sell to anyone products using this technology. As of
September 30, 1999, EMCORE has delivered over eight million devices to General
Motors Powertrain for crank and cam speed and position sensing applications for
five different engine builds under 20 different vehicle platforms.
In October 1998, EMCORE formed Emtech, a joint venture with Optek
Technology, Inc., a packager and distributor of optoelectronic devices, to
market an expanded line of MR sensors to the automotive and related industries.
This joint venture seeks to combine EMCORE's strength in producing devices with
Optek's strength in packaging and distributing devices to offer off-the-shelf
products and expand market penetration. As of September 30, 1999, the joint
venture had not commenced operations.
RF materials. Radio frequency ("RF") materials are compound semiconductor
materials that transmit and receive communications. Compound semiconductor RF
materials have a broader bandwidth and superior performance at higher
frequencies than silicon-based materials. EMCORE currently produces RF materials
for use as power amplifiers in cellular phone handsets. In addition, EMCORE is
exploring opportunities to market these materials for additional uses in fiber
optic and satellite communications applications. EMCORE believes that its
ability to produce high volumes of RF materials at a low cost will facilitate
their adoption in new applications and new products.
In May 1999, EMCORE signed a long-term agreement with Sumitomo Electric
Industries, Ltd. to jointly develop and produce indium gallium phosphide
("InGaP") epitaxial wafers for use as heterojunction bipolar transistor ("HBT")
devices used in digital wireless and cellular applications. Sumitomo Electric is
one of the world's leading electronics manufacturers. These advanced compound
semiconductor HBT wafers will be produced at EMCORE's Epitaxial Materials
("E2M") wafer foundry in Somerset, New Jersey, and will be used as power
amplifiers in cellular phone handsets. Shipments of commercial product began in
February 2000.
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CUSTOMERS
EMCORE's customers include many of the largest semiconductor,
telecommunications, consumer goods and computer manufacturing companies in the
world. A number of EMCORE's customers are listed below. In addition, EMCORE has
sold its products to 12 of the largest electronics manufacturers in Japan.
EMCORE has a comprehensive total quality management program with special
emphasis on total customer satisfaction. EMCORE seeks to encourage active
customer involvement with the design and operation of its production systems. To
accomplish this, EMCORE conducts user group meetings among its customers in
Asia, Europe and North America. At annual meetings, EMCORE's customers provide
valuable feedback on key operations, process oriented services, problems and
recommendations to improve EMCORE products. This direct customer feedback has
enabled EMCORE to constantly update and improve the design of its systems and
processes. Changes that affect the reliability and capabilities of EMCORE's
systems are embodied in new designs to enable current and future customers to
utilize systems which EMCORE believes are high quality and cost-efficient. As of
December 31, 1999, EMCORE employed 17 field service engineers who install EMCORE
systems and provide on-site support.
MARKETING AND SALES
EMCORE markets and sells its wafers, devices and systems through a direct
sales force in Europe, North America and Taiwan and through representatives and
distributors elsewhere in Asia. To market and service its products in China,
Japan and Singapore, EMCORE relies on a single marketing, distribution and
service provider, Hakuto Co., Ltd. EMCORE's agreements with Hakuto expire in
March 2008. Hakuto has exclusive distribution rights for certain EMCORE products
in Japan. Hakuto has marketed and serviced EMCORE's products since 1988, is a
minority shareholder in EMCORE and the President of Hakuto is a member of
EMCORE's Board of Directors. On August 16, 1999, EMCORE entered into a two-year
distribution agreement with DI Systems to market and service EMCORE's products
in South Korea. EMCORE and Sumitomo Electric have a two and a half year
distribution agreement, whereby Sumitomo Electric markets, distributes and
services EMCORE's products in Japan. EMCORE recently opened sales offices in
Taiwan and California in order to be closer to its customers. As of December 31,
1999, EMCORE employed 27 persons in sales and marketing.
EMCORE's sales and marketing, senior management and technical staff work
closely with existing and potential customers to provide compound semiconductor
solutions that meet its customers' needs. EMCORE seeks to match the customer's
requirements to an existing design or a modification of a standard design, such
as a change in platform or process design. When necessary, EMCORE will work with
the customer to develop the appropriate design process and to configure and
manufacture the production system to meet the customer's needs. Also, EMCORE
will produce samples to demonstrate conformance to the customer's
specifications. For production systems, the period of time from the initial
contact with the customer to the customer's placement of an order is typically
two to nine months or longer. EMCORE's sales cycle for wafers and devices
usually runs three to nine months, during which time EMCORE develops the formula
of materials necessary to meet the customer's specifications and qualifies the
materials which may also require the delivery of samples. EMCORE believes that
the marketing, management and engineering support involved in this process is
beneficial in developing competitive differentiation and long-term relationships
with its customers.
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SERVICE AND SUPPORT
EMCORE maintains a worldwide service and support network responsible for
on-site maintenance and process monitoring on either a contractual or
time-and-materials basis. Customers may purchase annual service contracts under
which EMCORE is required to maintain an inventory of replacement parts and to
service the equipment upon the customer's request. EMCORE also sells replacement
parts from inventory to meet customer needs. EMCORE pursues a program of system
upgrades for customers to increase the performance of older systems. EMCORE
generally does not offer extended payment terms to its customers and generally
adheres to a warranty policy of one year. Consistent with industry practice,
EMCORE maintains an inventory of components for servicing systems in the field
and it believes that its inventory is sufficient to satisfy foreseeable
short-term customer requirements. Since fiscal 1998, EMCORE has operated a
warehouse depot in Taiwan to provide improved service to its Asian customers.
RESEARCH AND DEVELOPMENT
To maintain and improve its competitive position, EMCORE's research and
development efforts are focused on designing new proprietary processes and
products, improving the performance of existing systems, wafers and devices and
reducing costs in the product manufacturing process. EMCORE has dedicated 21
TurboDisc(R) systems for both research and production that are capable of
processing virtually all compound semiconductor materials. The research and
development staff utilizes x-ray, optical and electrical characterization
equipment which provide instant data allowing for shortened development cycles
and rapid customer response. EMCORE's recurring research and development
expenses were approximately $9.0 million in fiscal year 1997, $16.5 million in
fiscal year 1998, $20.7 million in fiscal year 1999 and $4.7 million in the
quarter ended December 31, 1999. EMCORE also incurred a one-time, non-cash
research and development expense in fiscal year 1998 in the amount of $19.5
million in connection with the acquisition of MODE. EMCORE expects to continue
to expend substantial resources on research and development. As of September 30,
1999, EMCORE employed 77 persons in research and development, 33 of whom held
Ph.D.s in materials science or related fields.
EMCORE also competes for research and development funds. In view of the
high cost of development, EMCORE solicits research contracts that provide
opportunities to enhance its core technology base or promote the
commercialization of targeted products. EMCORE presently has ten contracts under
the Small Business Innovative Research programs or similar government sponsored
programs. From inception until December 31, 1999, government and other external
research contracts have provided approximately $15.3 million to support EMCORE's
research and development efforts. EMCORE is also positioned to market technology
and process development expertise directly to customers who require it for their
own product development efforts.
INTELLECTUAL PROPERTY AND LICENSING
EMCORE's success and competitive position for production systems, wafers
and devices depend significantly on its ability to maintain trade secrets and
other intellectual property protections. Our strategy is to rely on both trade
secrets and patents. A "trade secret" is information that has value to the
extent it is not generally known, not readily ascertainable by others through
legitimate means and protected in a way that maintains its secrecy. 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. In order to protect its trade secrets,
EMCORE takes certain measures to ensure their secrecy, such as executing
non-disclosure agreements with its employees, joint venture partners, customers
and suppliers. EMCORE also has an aggressive program to actively patent all
areas of its technology.
To date, EMCORE has been issued eleven (11) U.S. patents and others are
either pending (eight (8) patents) or under in-house review (25 disclosures).
These U.S. patents will expire between 2005 and 2013. None of these U.S. patents
claim any material aspects of current and planned commercial versions of
EMCORE's systems, wafers or devices. EMCORE only relies on trade secrets to
protect its intellectual
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property when it believes publishing patents would make it easier for others to
reverse engineer EMCORE's proprietary processes.
EMCORE is a licensee of certain VCSEL technology and associated patent
rights owned by Sandia Corporation. The Sandia license grants EMCORE:
- exclusive rights (subject to certain rights granted to Department of
Energy and AT&T Corporation) to develop, manufacture and sell products
containing Sandia VCSEL technologies for barcode scanning and plastic
optical fiber communications applications under five U.S. patents that
expire between 2007 and 2015;
- nonexclusive rights with respect to all other applications of these
patents; and
- nonexclusive rights to employ a proprietary oxidation fabrication
method in the manufacture of VCSEL products under a sixth U.S. patent
that expires in 2014. EMCORE's exclusivity with respect to the barcode
scanning and plastic optical fiber communications applications expires
in 2003 or such earlier time as we fail to meet certain development
and marketing criteria. EMCORE's success and competitive position as a
producer of VCSEL products depends on the continuation of its rights
under the Sandia license, the scope and duration of those rights and
the ability of Sandia to protect its proprietary interests in the
underlying technology and patents.
In 1992, EMCORE received a royalty bearing, non-exclusive license under a
patent held by Rockwell International Corporation which relates to an aspect of
the manufacturing process used by TurboDisc(R) systems. In October 1996 EMCORE
initiated discussions with Rockwell to receive additional licenses to permit
EMCORE to use this technology to manufacture and sell compound semiconductor
wafers and devices. In November 1996, EMCORE suspended these negotiations
because of litigation surrounding the validity of the Rockwell patent. EMCORE
also ceased making royalty payments to Rockwell under the license during the
pendency of the litigation. In January 1999, the case was settled and a judgment
was entered in favor of Rockwell. As a result, EMCORE may be required to pay
royalties to Rockwell for certain of its past sales, of wafers and devices to
its customers who did not hold licenses directly from Rockwell. Management has
reviewed and assessed its likely royalty obligations and believes that it has
the appropriate amounts reserved at both September 30, 1999 and December 31,
1999. If EMCORE is required to pay Rockwell amounts in excess of its reserves,
its business, financial condition and results of operations could be materially
and adversely affected.
ENVIRONMENTAL REGULATIONS
EMCORE is subject to federal, state and local laws and regulations
concerning the use, storage, handling, generation, treatment, emission, release,
discharge and disposal of certain materials used in its research and development
and production operations, as well as laws and regulations concerning
environmental remediation and employee health and safety. The production of
wafers and devices involves the use of certain hazardous raw materials,
including, but not limited to, ammonia, phosphine and arsene. If EMCORE's
control systems are unsuccessful in preventing release of these or other
hazardous materials, EMCORE could experience a substantial interruption of
operations. EMCORE has retained an environmental consultant to advise it in
complying with applicable environmental and health and safety laws and
regulations, and believes that it is currently, and in the past has been, in
substantial compliance with all such laws and regulations.
BACKLOG
As of December 31, 1999, EMCORE had an order backlog of $46.6 million,
scheduled to be shipped through December 31, 2000. This represented an increase
of 8.1% from September 30, 1999. This increase primarily relates to increased
production systems bookings in Asia and initial orders for solar cells from
Loral. EMCORE only includes in backlog customer purchase orders that have been
accepted by EMCORE and for which shipment dates have been assigned within the 12
months to follow and research contracts that are in process or awarded. Wafer
and device agreements extending longer than one year in duration are included in
backlog only for the ensuing 12 months. EMCORE receives partial advance payments
or irrevocable letters of credit on most production system orders. EMCORE
recognizes revenue from the sale of its systems and materials upon shipment. For
research contracts with the U.S. government and commercial enterprises with
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durations greater than six months, EMCORE recognizes revenue to the extent of
costs incurred plus a portion of estimated gross profit, as stipulated in such
contracts, based on contract performance.
MANUFACTURING
EMCORE's manufacturing operations are located at EMCORE's headquarters in
Somerset, New Jersey and in Albuquerque, New Mexico and include systems
engineering and production, wafer fabrication and design and production of
devices. Many of EMCORE's manufacturing operations are computer monitored or
controlled to enhance reliability and yield. EMCORE manufactures its own systems
and outsources some components and sub-assemblies, but performs all final system
integration, assembly and testing. As of September 30, 1999, EMCORE had 267
employees involved in manufacturing. EMCORE fabricates wafers and devices at its
facilities in Somerset, New Jersey and Albuquerque, New Mexico and has a
combined clean room area totaling approximately 12,000 square feet. EMCORE's
joint venture with Uniroyal Technology Corporation began to manufacture HB LED
wafers and package-ready devices at its Tampa, Florida manufacturing facility.
In May 1998, EMCORE received ISO 9001 and QS 9002 quality certification for its
Somerset, New Jersey facility. In November, 1999, EMCORE received ISO 9001
quality certification for its newly completed solar cell facility in
Albuquerque, New Mexico. EMCORE is pursuing IS 9001 quality certification for
its VCSEL facility in Albuquerque, New Mexico.
Outside contractors and suppliers are used to supply raw materials and
standard components and to assemble portions of end systems from EMCORE
specifications. EMCORE depends on sole, or a limited number of, suppliers of
components and raw materials. EMCORE generally purchases these single or limited
source products through standard purchase orders. EMCORE also seeks to maintain
ongoing communications with its suppliers to guard against interruptions in
supply and has, to date, generally been able to obtain sufficient supplies in a
timely manner. EMCORE maintains inventories it believes are sufficient to meet
its near term needs. EMCORE implemented a vendor program through which it
inspects quality and reviews suppliers and prices in order to standardize
purchasing efficiencies and design requirements to maintain as low a cost of
sales as possible. However, operating results could be materially and adversely
affected by a stoppage or delay of supply, receipt of defective parts or
contaminated materials, and increase in the pricing of such parts or EMCORE's
inability to obtain reduced pricing from its suppliers in response to
competitive pressures.
COMPETITION
The markets in which EMCORE competes are highly competitive. EMCORE
competes with several companies for sales of MOCVD systems including Aixtron
GmbH and Nippon-Sanso K.K. Ltd. The primary competitors for EMCORE's wafer
foundry include Epitaxial Products Inc., Kopin Corporation and Quantum Epitaxial
Designs, Inc. EMCORE's principal competitors for sales of VCSEL-related products
include Honeywell, Inc. and Mitel Corporation. The principal competitors for MR
sensors are Honeywell, Inc., Matshushita Electric Industrial Co. Ltd., Siemens
AG and Asahi. The principal competitors for HB LEDs and EMCORE's joint ventures
with Uniroyal Technology Corporation and General Electric Lighting include the
Phillips Electronics and Hewlett Packard Company joint venture, Siemens AG's
Osram GmbH subsidiary, Nichia Chemical Industries and Toshiba Corporation.
EMCORE also faces competition from manufacturers that implement in-house systems
for their own use. In addition, EMCORE competes with many research institutions
and universities for research contract funding. EMCORE also sells its products
to current competitors and companies with the capability of becoming
competitors. As the markets for EMCORE's products grow, new competitors are
likely to emerge and present competitors may increase their market share.
EMCORE believes that the primary competitive factors in the markets in
which EMCORE's products compete are yield, throughput, performance, breadth of
product line, customer satisfaction, customer commitment to competing
technologies and, in the case of production systems, capital and directs costs
and size of installed base. Competitors may develop enhancements to, or future
generations of, competitive products that offer superior price and performance
factors. EMCORE believes that in order to remain competitive, it must invest
significant financial resources in developing new product features and
enhancements and in maintaining customer satisfaction worldwide.
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MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
EMCORE's executive officers and directors, their ages and positions are as
follows:
(1) Member of Compensation Committee
(2) Member of Nominating Committee
(3) Member of Audit Committee
Thomas J. Russell, Ph.D. has been a director of EMCORE since May 1995 and
was elected Chairman of the Board in December 1996. Dr. Russell founded
Bio/Dynamics, Inc. in 1961 and managed the company until its acquisition by IMS
International in 1973, following which he served as President of that company's
Life Sciences Division. From 1984 until 1988, he served as director, then as
Chairman, of IMS International until its acquisition by Dun & Bradstreet in
1988. From 1988 to 1992, he served as Chairman of Applied Biosciences, Inc.
Since 1992, he has been an investor and director of several companies. Dr.
Russell currently serves as a director of Cordiant plc. Dr. Russell is one of
three trustees of the AER 1997 Trust.
Reuben F. Richards, Jr. joined EMCORE in October 1995 as its President and
Chief Operating Officer and became Chief Executive Officer in December 1996. Mr.
Richards has been a director of EMCORE since May 1995. From September 1994 to
December 1996, Mr. Richards was a Senior Managing Director of Jesup & Lamont
Capital Markets Inc. ("JLCM"). From December 1994 to 1997, he was a member and
President of JLMP. From 1992 until 1994, Mr. Richards was a principal with
Hauser, Richards & Co., a firm engaged in corporate restructuring and management
turnarounds. From 1986 until 1992, Mr. Richards was a director at
Prudential-Bache Capital Funding in its Investment Banking Division. Mr.
Richards also serves on the boards of EMCORE's two joint ventures, GELcore LLC
and UOE LLC.
Thomas G. Werthan joined EMCORE in 1992 as its Chief Financial Officer,
Vice President-Finance, Secretary and a director. Mr. Werthan is a Certified
Public Accountant and has over 17 years experience in assisting high technology,
venture capital financed growth companies. Prior to joining EMCORE in 1992, he
was associated with The Russell Group, a venture capital partnership, as Chief
Financial Officer for several portfolio companies. The Russell Group was
affiliated with Thomas J. Russell. From 1985 to 1989, Mr. Werthan served as
Chief Operating Officer and Chief Financial Officer for Audio Visual Labs, Inc.,
a manufacturer of multimedia and computer graphics equipment.
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Richard A. Stall, Ph.D became a director of EMCORE in December 1996. Dr.
Stall helped found EMCORE in 1984 and has been Vice President-Technology since
October 1984, except for a sabbatical year in 1993, during which Dr. Stall acted
as a consultant to EMCORE and his position was left unfilled. Prior to 1984, Dr.
Stall was a member of the technical staff of AT&T Bell Laboratories and was
responsible for the development of molecular beam expitaxy technologies. He has
co-authored more than 75 papers and holds six patents on MBE and MOCVD
technology and the characterization of compound semiconductor materials.
Robert Louis-Dreyfus became a director of EMCORE in March 1997. Mr.
Louis-Dreyfus has been the Chairman of the Board and Chief Executive Officer of
Adidas AG since April 1993. From 1990 until 1993 he had been the Chief Executive
Officer of Saatchi & Saatchi plc (now Cordiant p1c) and a director of Saatchi &
Saatchi plc from January 1990 until December 1994. Since 1992, he has been an
investor and a director of several other companies. From 1982 until 1988, he
served as Chief Operating Officer (1982 to 1983) and then as Chief Executive
Officer (from 1984 to 1988) of IMS International until its acquisition by Dun &
Bradstreet in 1988.
Hugh H. Fenwick served as a director of EMCORE from 1990 until 1995, and
was again elected to serve on EMCORE's board of directors in June 1997. Since
1992, Mr. Fenwick has been a private investor and he currently holds the office
of Mayor of Bernardsville, New Jersey, to which he was elected in 1994. From
1990 until 1992, Mr. Fenwick was the Executive Director of the Alliance for
Technology Management at the Stevens Institute in Hoboken, New Jersey. Prior to
that time, Mr. Fenwick worked as a marketing executive with Lockheed Electronics
and with Alenia (formerly Selenia), an Italian subsidiary of Raytheon.
Shigeo Takayama became a director of EMCORE in July 1997. Mr. Takayama is
the Chairman, President and founder of Hakuto, EMCORE's distributor of EMCORE's
products in Japan, China and Singapore. Mr. Takayama is a Director Emeritus of
Semiconductor Equipment & Material International ("SEMI"), Chairman of the Japan
Electronics Products Importers Association ("JEPIA") and director of the Japan
Machinery Importers' Association ("JMIA").
Charles T. Scott became a director of EMCORE in February 1998. Mr. Scott is
presently Chairman of Cordiant Communications Group p1c, the successor
corporation of the Saatchi & Saatchi Advertising Group. He joined Saatchi &
Saatchi Company in 1990 and served as Chief Financial Officer until 1992 when he
was appointed Chief Operating Officer. In 1993, he became Chief Executive
Officer and held that position until 1996 when he assumed the title of Chairman.
He also serves as a director of several other privately held corporations.
John J. Hogan, Jr. became a director of EMCORE in February 1999. Mr. Hogan
has been President of a private investment management company since October
1997. Prior to that time, he had been with the law firm of Dewey Ballentine
since 1969. He also serves as a director of several other corporations and is a
former executive officer and/or director of various subsidiaries of S.A. Louis
Dreyfus et Cie.
William J. Kroll joined EMCORE in 1994 as Vice President-Business
Development and in 1996 became Executive Vice President-Strategic Planning.
Prior to 1994, Mr. Kroll served for seven years as Senior Vice President of
Sales and Marketing for Matheson Gas Products, Inc., a manufacturer and
distributor of specialty gases and gas control and handling equipment. In that
position, Mr. Kroll was responsible for $100 million in sales and 700 employees
worldwide. Prior to working at Matheson Gas Products, Mr. Kroll was Vice
President of Marketing for Machine Technology, Inc., a manufacturer of
semiconductor equipment for photoresis applications, plasma strip and related
equipment.
Paul Rotella joined EMCORE in 1996 as Director of Manufacturing and became
Vice President TurboDisc(R) Manufacturing in October 1997. Currently, Mr.
Rotella is Vice President of the TurboDisc(R) Systems Division and has overall
business unit responsibility. Prior to 1996, Mr. Rotella served for three years
as worldwide Manufacturing Operations Manager for Datacolor International, a
manufacturer of color measurement and control instrumentation. Prior to working
at Datacolor International, Mr. Rotella spent 18 years with the Aerospace unit
of AlliedSignal Inc., where he was responsible for Manufacturing and
Manufacturing Engineering for various Space, Flight, Missile and Test systems.
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Thomas M. Brennan joined EMCORE as a result of EMCORE's December 1997
acquisition of MODE and now serves as a Vice President of EMCORE. Prior to
co-founding MODE, Mr. Brennan was a senior member of the technical staff at
Sandia National Laboratories from 1986 to 1996. At Sandia, he focused his
efforts on the material growth of III-V compound semiconductors, reactor design,
in-situ reactor diagnostics and material characterization. His responsibilities
and activities included growth of some of the first VCSEL material at Sandia and
in the U.S., and development of new and unique manufacturing techniques for
VCSEL material growth. Prior to joining Sandia, Mr. Brennan was a member of the
technical staff at AT&T Bell Laboratories from 1980 to 1984. At both facilities,
he focused his efforts on expitaxial materials growth and characterization and
expitaxial reactor design.
Howard W. Brodie joined EMCORE in August 1999 and serves as Vice President,
General Counsel and Secretary of the Company. From September 1995 to August
1999, Mr. Brodie was an associate at the law firm of White & Case LLP, a New
York law firm that has served as outside counsel to EMCORE since 1997. While at
White & Case LLP, Mr. Brodie practiced securities law and mergers and
acquisitions. Mr. Brodie has worked on EMCORE matters since 1998, helping to
negotiate and structure the joint ventures with General Electric Lighting, Union
Miniere, Inc. and Optek Technology Inc. and assisting in EMCORE's public
offering which closed in June 1999. From August 1994 to August 1995, Mr. Brodie
served as a judicial law clerk to Chief Judge Gilbert S. Merritt on the Sixth
Circuit Court of Appeals.
Robert P. Bryan joined EMCORE as a Vice President as a result of EMCORE's
December 1997 acquisition of MODE. Prior to co-founding MODE in 1995, he was a
co-founder of Vixel Corporation, a Bloomfield, Colorado company which, at the
time, was the first commercial company to develop and manufacture VCSEL devises
for data links. He was the specific oversight executive for optoelectronic
product development, including all engineering management to include all
components and products. From 1990 to 1992, he was a senior member of the
technical staff at Sandia National Laboratories where his research focused on
the areas of VCSEL design, fabrication and characterization.
Craig W. Farley joined EMCORE in June 1998 as Vice President-Wafer
Manufacturing. Dr. Farley has experience in all phases of compound semiconductor
device design and manufacturing. Prior to joining EMCORE, he spent 11 years of
Rockewell International Corporation ("Rockewell") where he served as a member of
the technical staff at Rockewell's Science Center from 1987 to 1994 and as
Manager of Advanced Device Technology for Rockwell's Gallium Arsenide
Manufacturing facility from 1994 to 1998.
David D. Hess joined EMCORE in 1989 as General Accounting Manager. He was
named Controller in 1990. Mr. Hess is a Certified Public Accountant and has more
than ten years experience in monitoring and controlling all phases of product
and process cost and general accounting systems. Prior to his employment at
EMCORE, he held several positions as cost accounting manager, divisional
accountant and inventory control supervisor in manufacturing firms such as
Emerson Quiet Kool (air conditioner manufacturers), Huls, North America
(paint/solvent processors), and Brintec Corporation (screw machine
manufacturers).
Thomas Miehe joined EMCORE in 1997 as Marketing Manger for the E(2)M
Division prior to becoming Director of Marketing and Sales at corporate
headquarters in Somerset. In March of 1999, Mr. Miehe assumed the post of
Corporate Vice President, Sales and Marketing. Prior to joining EMCORE, Mr.
Miehe worked at Sumitomo Electric. He held various positions at Sumitomo, the
last being Senior Manager Sales & Marketing for compound semiconductor products.
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UNDERWRITING
We have entered into an underwriting agreement with Prudential Securities
Incorporated, SoundView Technology Group, Inc. and Roth Capital Partners
Incorporated acting as underwriters. We are obligated to sell, and the
underwriters are obligated to purchase, all of the shares offered on the cover
page of this prospectus supplement. Subject to conditions of the underwriting
agreement, each underwriter has severally agreed to purchase the shares
indicated opposite its name.
The underwriters may sell more shares than the total numbers of shares
offered on the cover page of this prospectus supplement and they have for a
period of 30 days from the date of this prospectus supplement, an over-allotment
option to purchase up to 150,000 additional shares from us. If any additional
shares are purchased, the underwriters will severally purchase the shares in the
same proportion as per the table above.
The underwriters have advised us that the shares will be offered to the
public at the offering price indicated on the cover page of this prospectus
supplement. The underwriters may allow to selected dealers a concession not in
excess of $4.25 per share and such dealers may reallow a concession not in
excess of $0.10 per share to certain other dealers. After the shares are
released for sale to the public, the underwriters may change the offering price
and the concessions.
We have agreed to pay to the underwriters the following fees, assuming both
no exercise and full exercise of the underwriters' over-allotment option to
purchase additional shares:
In addition, we estimate that we will spend approximately $800,000 in
expenses for this offering. We have agreed to indemnify the underwriters against
certain liabilities, including liabilities under the Securities Act, or
contribute to payments that the underwriters may be required to make in respect
of these liabilities.
We, our officers and directors and certain shareholders have entered into
lock-up agreements pursuant to which we and they have agreed not to offer or
sell any shares of common stock or securities convertible into or exchangeable
or exercisable for shares of common stock for a period of 90 days from the date
of this prospectus supplement without the prior written consent of Prudential
Securities Incorporated, on behalf of the underwriters. Prudential Securities
Incorporated may, at any time and without notice, waive the terms of these
lock-up agreements specified in the underwriting agreement.
Prudential Securities Incorporated, on behalf of the underwriters, may
engage in the following activities in accordance with applicable securities
rules:
- Over-allotments involving sales in excess of the offering size creating a
short position. Prudential Securities Incorporated may elect to reduce
this short position by exercising some or all of the over-allotment
option;
- Stabilizing and short covering; stabilizing bids to purchase the shares
are permitted if they do not exceed a specified maximum price. After the
distribution of shares has been completed, short covering purchases in
the open market may also reduce the short position. These activities may
cause the price of the shares to be higher than would otherwise exist in
the open market; and
- Penalty bids permitting the representatives to reclaim concessions from a
syndicate member for the shares purchased in the stabilizing or short
covering transactions.
S-28
Such activities, which may be commenced and discontinued at any time, may
be effected on the Nasdaq National Market, in the over-the-counter market or
otherwise. Also and prior to the pricing of the shares, and until such time when
a stabilizing bid may have been made, some or all of the underwriters who are
market maker in the shares may make bids for or purchases of shares subject to
certain restrictions, known as passive market making activities.
Prudential Securities Incorporated facilitates the marketing of new issues
online through its PrudentialSecurities.com division. Clients of Prudential
Advisor(SM), a full service brokerage firm program, may view offering terms and
a prospectus online and place orders through their financial advisors.
A prospectus supplement and an accompanying prospectus in electronic format
are being made available on an Internet web site maintained by Wit SoundView's
affiliate, Wit Capital Corporation. Only the prospectus supplement and the
accompanying prospectus in electronic format are part of this prospectus
supplement, accompanying prospectus or the registration statement of which this
prospectus supplement forms a part.
Each underwriter has represented that it has complied and will comply with
all applicable law and regulations in connection with the offer, sale or
delivery of the shares and related offering materials in the United Kingdom,
including:
- the Public Offers of Securities Regulations 1995;
- the Financial Services Act 1986; and
- the Financial Services Act 1986. (Investment Advertisements)
(Exemptions) Order 1996 (as amended).
LEGAL MATTERS
Certain legal matters in connection with the legality of the common stock
offered hereby will be passed upon for us by White & Case LLP, Miami, Florida,
who may rely on Dillon, Bitar & Luther, our New Jersey counsel. Certain legal
matters in connection with this offering will be passed upon for the
underwriters by Latham & Watkins, Washington, D.C.
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this prospectus supplement by reference from EMCORE'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.
S-29
PROSPECTUS
2,000,000 SHARES
EMCORE CORPORATION
COMMON STOCK
OFFERING BY THE COMPANY
- We have registered up to 2,000,000 shares of our common stock for
sale to the public.
- 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.
---------------------
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. YOU SHOULD CAREFULLY CONSIDER THE
RISK FACTORS BEGINNING ON PAGE 2 BEFORE PURCHASING OUR COMMON STOCK.
---------------------
OUR COMMON STOCK
- Our common stock trades on the Nasdaq National Market under the
symbol "EMKR."
- 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 FEBRUARY 4, 2000
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.
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
2
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. 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
3
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.
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.
4
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 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,
5
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 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.
6
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.
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
7
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
8
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
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.
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:
- through agents,
- to or through underwriters,
- through dealers, and
- 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
9
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 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 December 31, 1999, there were 13,699,145 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
10
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.
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:
- Judiciary Plaza
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549
- 500 West Madison Street
Suite 1400
Chicago, Illinois 60606
and
- 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
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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.
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EMCORE logo
PRUDENTIAL VOLPE TECHNOLOGY
a unit of Prudential Securities
WIT SOUNDVIEW
ROTH CAPITAL PARTNERS
Incorporated
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