S-3MEF: A new registration statement filed under Rule 462(b) to add securities to a prior related effective registration statement filed on Form S-3
Published on June 11, 1999
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 11, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EMCORE CORPORATION
(Exact name of Registrant as specified in its charter)
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394 ELIZABETH AVENUE, SOMERSET, NEW JERSEY 08873
(732) 271-9090
(Address, including zip code, and telephone number, including
area code, of registrant's agent for service and principal executive offices)
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THOMAS G. WERTHAN
EMCORE CORPORATION
394 ELIZABETH AVENUE
SOMERSET, NEW JERSEY 08873
(732) 271-9090
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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WITH COPIES TO:
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: as soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act of 1933 registration statement number
of the earlier effective registration statement for the same offering. [X]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457.
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EXPLANATORY NOTE
This registration statement is being filed with respect to the
registration of additional shares of common stock, no par value, of EMCORE
Corporation, a company organized under the laws of New Jersey (the "Company"),
pursuant to Rule 462(b) under the Securities Act of 1933, as amended ("Rule
462(b)"). Pursuant to Rule 462(b), the contents of the registration statement
of the Company (File No. 333-71791) as amended, which was declared effective
on June 10, 1999 (the "Earlier Registration Statement"), including the exhibits
thereto, are incorporated by reference into this registration statement. The
form of prospectus contained in such Earlier Registration Statement will
reflect the aggregate amount of securities registered in this Registration
Statement and the Earlier Registration Statement.
The Company certifies that it has wired to the Commission the requisite
amount of the registration fee set forth on the cover page of this Registration
Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-71791 are incorporated by reference into, and shall be deemed
part of, this registration statement, except the following which are filed
herewith:
EXHIBIT NO. DESCRIPTION
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5.1 -- Form of White & Case LLP Opinion
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of PricewaterhouseCoopers LLP
23.3 -- Consent of Arthur Andersen LLP
23.4 -- Consent of White & Case (included in Exhibit 5.1)
23.5 -- Consent of Lerner David Littenberg Krumholz & Mentlik
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Somerset, State of
New Jersey, on June 11, 1999.
EMCORE CORPORATION
By *
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Reuben F. Richards, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-3 has been signed by the following persons in the capacities
indicated, on June 11, 1999.