Form: S-8

Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

May 11, 2001

S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

Published on May 11, 2001


As filed with the Securities and Exchange Commission on May 11, 2001

Registration No. 333-______

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


EMCORE Corporation
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(Exact Name of Registrant as Specified in its Charter)

New Jersey 22-2746503
- ------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)


145 Belmont Drive, Somerset, New Jersey 08873
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(Address of Principal Executive Offices)

EMCORE CORPORATION
2000 STOCK OPTION PLAN
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(Full Title of the Plan)


Thomas G. Werthan
EMCORE Corporation
145 Belmont Drive
Somerset, New Jersey 08873
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(Name and Address of Agent for Service)


(732) 271-9090
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(Telephone Number, including Area Code, of Agent for Service)



Copy to:

Jorge L. Freeland, Esq.
White & Case LLP
200 South Biscayne Boulevard
Suite 4900
Miami, Florida 33131
(305) 371-2700


CALCULATION OF REGISTRATION FEE



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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1)(2) SHARE(2)(3) PRICE(2)(3) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------

2000 Stock Option Plan
Common Stock, without par value 4,750,000 shares $34.375 $113,437,500.00 $28,359.38

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(1) Plus an indeterminate number of additional shares of Common Stock that may
be offered and issued pursuant to stock dividends, stock splits or similar
transactions.
(2) This Amendment includes 1,450,000 shares of Common Stock (post-split) which
were registered pursuant to the S-8 (No. 333-37306) that became effective
on May 18, 2000, for which a registration fee was previously paid.
(3) Estimated pursuant to Rule 457(h) of the General Rules and Regulations
under the Securities Act of 1933, as amended (the "Securities Act"), for
the purpose of computing the registration fee, based on the average of the
high and low sales price on the Nasdaq National Market on May 9, 2001.




PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

EMCORE Corporation (the "Company" or "EMCORE") hereby incorporates by
reference the Company's Form S-8 filed May 18, 2000 (No. 333-37306).

ITEM 8. EXHIBITS

The following is a complete list of exhibits filed as part of this
Registration Statement:

EXHIBIT
NO. DESCRIPTION
------- -----------

4.1 Specimen certificate for shares of Common Stock.(1)

4.2 The Company's 2000 Stock Option Plan, as amended by the
Company's Board of Directors and Shareholders on December 6,
2000 and February 28, 2001, respectively.(2)

5.1 Opinion of White & Case LLP.(2)

23.1 Consent of White & Case LLP.(3)

23.2 Consent of Deloitte & Touche LLP.(2)


(1) Filed as an Exhibit to the Company's Registration Statement on
Form S-1, No. 333-18565 and incorporated herein by reference.

(2) Filed herewith

(3) Included in Exhibit 5.1.






SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Somerset, State of New Jersey, on this 11th day of
May, 2001.

EMCORE Corporation

By: /s/ Thomas G. Werthan
------------------------------------------
Thomas G. Werthan
Vice President, Finance and Administration
and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints and
hereby authorizes Reuben F. Richards, Jr. and Thomas G. Werthan, severally, such
person's true and lawful attorneys-in-fact, with full power of substitution or
resubstitution, for such person and in his name, place and stead, in any and all
capacities, to sign on such person's behalf, individually and in each capacity
stated below, any and all amendments, including post-effective amendments to
this registration statement and to sign any and all additional registration
statements relating to the same offering of securities as this registration
statement that are filed pursuant to Rule 462(b) of the Securities Act, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission granting unto said attorneys-in-fact, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the date indicated.



SIGNATURE TITLE DATE
--------- ----- ----


/s/ Thomas J. Russell Chairman of the Board of Directors May 11, 2001
- -------------------------------------------
Thomas J. Russell


/s/ Reuben F. Richards, Jr. President, Chief Executive Officer and May 11, 2001
- ------------------------------------------- Director (Principal Executive Officer)
Reuben F. Richards, Jr.


/s/ Thomas G. Werthan Vice President, Chief Financial Officer, and May 11, 2001
- ------------------------------------------- Director (Principal Accounting and
Thomas G. Werthan Financial Officer)


/s/ Richard A. Stall Director May 11, 2001
- -------------------------------------------
Richard A. Stall


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/s/ Charles Scott Director May 11, 2001
- -------------------------------------------
Charles Scott


/s/ Robert Louis-Dreyfus Director May 11, 2001
- -------------------------------------------
Robert Louis-Dreyfus


/s/ Hugh H. Fenwick Director May 11, 2001
- -------------------------------------------
Hugh H. Fenwick


/s/ Shigeo Takayama Director May 11, 2001
- -------------------------------------------
Shigeo Takayama


/s/ John J. Hogan, Jr. Director May 11, 2001
- -------------------------------------------
John J. Hogan, Jr.




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EXHIBIT INDEX

EXHIBIT
NO. DESCRIPTION
------- -----------

4.2 The Company's 2000 Stock Option Plan, as amended by the
Company's Board of Directors and Shareholders on December 6,
2000 and February 28, 2001, respectively.

5.1 Opinion of White & Case LLP.

23.1 Consent of White & Case LLP (included in Exhibit 5.1 to this
Registration Statement).

23.2 Consent of Deloitte & Touche LLP.




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