SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on August 24, 2007
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
EMCORE Corp.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
290846104
(CUSIP Number)
Kathryn Klinedinst, Esq.
Greenberg Glusker Fields Claman & Machtinger LLP
1900 Avenue of the Stars, Suite 2100
Los Angeles, CA 90067
(310) 201-7576
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 24, 2007
(Date of Event which Requires Filing of this Statement)
If the reporting person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David Gelbaum, Trustee, The Quercus Trust
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (A) /X/
(B) / /
(3) SEC Use Only
(4) Source of Funds (See Instructions)
PF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
(6) Citizenship or Place of Organization
U.S.
(7) Sole Voting Power
-0-
Number of Shares (8) Shared Voting Power
Beneficially Owned 4,926,745
by Each Reporting
Person With (9) Sole Dispositive Power
-0-
(10) Shared Dispositive Power
4,926,745
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,926,745
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
9.7%(1)
(14) Type of Reporting Person (See Instructions)
IN
- -------------------------
(1) Based on 50,889,524 shares of Common Stock as reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
2
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Monica Chavez Gelbaum, Trustee, The Quercus Trust
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (A) /X/
(B) / /
(3) SEC Use Only
(4) Source of Funds (See Instructions)
PF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) / /
(6) Citizenship or Place of Organization
U.S.
(7) Sole Voting Power
-0-
Number of Shares (8) Shared Voting Power
Beneficially Owned 4,926,745
by Each Reporting
Person With (9) Sole Dispositive Power
-0-
(10) Shared Dispositive Power
4,926,745
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,926,745
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
9.7%(1)
(14) Type of Reporting Person (See Instructions)
IN
- -------------------------
(1) Based on 50,889,524 shares of Common Stock, as reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Quercus Trust
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(A) /X/
(B) / /
(3) SEC Use Only
(4) Source of Funds (See Instructions)
PF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) / /
(6) Citizenship or Place of Organization
U.S.
(7) Sole Voting Power
-0-
Number of Shares (8) Shared Voting Power
Beneficially Owned 4,926,745
by Each Reporting
Person With (9) Sole Dispositive Power
-0-
(10) Shared Dispositive Power
4,926,745
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,926,745
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
(13) Percent of Class Represented by Amount in Row (11)
9.7%(1)
(14) Type of Reporting Person (See Instructions)
OO
- -------------------------
(1) Based on 50,889,524 shares of Common Stock, as reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
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Item 1.
This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") amends
and restates, where indicated, the statement on Schedule 13D relating to the
Common Stock of the Issuer filed by The Quercus Trust, David Gelbaum and Monica
Chavez Gelbaum (the "reporting persons") with the Securities and Exchange
Commission on August 3, 2007 (the "Initial Schedule 13D"). Capitalized terms
used in this Amendment No. 1 but not otherwise defined herein have the meanings
given to them in the Initial Schedule 13D or prior amendments thereto.
This Amendment No. 1 is being made to disclose the acquisition of
360,000 shares on July 25, 2007 and the acquisition of 164,500 shares on July
31, 2007. These acquisitions were unintentionally omitted from the Initial
Schedule 13D. Including these acquisitions, the reporting persons owned 9.7% of
the Issuer's Common Stock as of the date the Initial Schedule 13D was filed.
Except as otherwise set forth herein, this Amendment No. 1 does not modify any
of the information previously reported by the reporting persons in the Initial
Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) As of the date of this Amendment No. 1 to Schedule 13D, each
reporting person beneficially owns 4,926,745 shares of Common Stock, which are
held of record by the Trust.
(b) Each of David Gelbaum and Monica Chavez Gelbaum, acting alone, has
the power to exercise voting and investment control over the shares of Common
Stock owned by the Trust.
(c) Since June 1, 2007, the Trust has purchased shares of Common Stock
in brokered transactions as follows:
Date Number of Shares Price Per Share
---- ---------------- ---------------
06/18/07 175,251 $4.9824
06/18/07 240,426 4.9824
06/19/07 137,375 4.9543
06/20/07 215,265 5.0287
06/21/07 140,000 5.241
06/22/07 7,360 5.24
06/25/07 200,000 5.469
07/03/07 115,000 5.775
07/05/07 130,000 5.95
07/06/07 125,000 5.9702
07/09/07 180,000 6.045
07/10/07 315,000 6.0619
07/11/07 135,000 6.0419
07/24/07 320,675 7.917
07/25/07 360,000 8.0611
07/26/07 431,700 8.083
07/27/07 375,600 7.813
07/30/07 220,000 7.7899
07/31/07 164,500 7.7211
08/01/07 331,100 7.4894
8/02/07 278,618 7.4429
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(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Pursuant to the Power of Attorney attached hereto as Exhibit "B" David
Gelbaum has been appointed as Monica Chavez Gelbaum's Attorney-In-Fact.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Agreement Regarding Joint Filing of Schedule 13D.
Exhibit B: Power of Attorney for Monica Chavez Gelbaum
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct and agrees that this statement may be
filed jointly with the other undersigned parties.
Dated: August 24, 2007 /s/ David Gelbaum
---------------------------------------------
David Gelbaum, Co-Trustee of The Quercus
Trust
/s/ David Gelbaum, Attorney-In-Fact for
---------------------------------------------
Monica Chavez Gelbaum
---------------------------------------------
Monica Chavez Gelbaum, Co-Trustee of The
Quercus Trust
/s/ David Gelbaum
---------------------------------------------
The Quercus Trust, David Gelbaum, Co-Trustee
of The Quercus Trust
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EXHIBIT A
AGREEMENT REGARDING JOINT FILING OF AMENDMENT NO. 1 TO SCHEDULE 13D
-------------------------------------------------------------------
The undersigned agree that the Amendment No. 1 to the Schedule 13D with
respect to the Common Stock of EMCORE Corp. is a joint filing being made on
their behalf.
Dated: August 24, 2007 /s/ David Gelbaum
---------------------------------------------
David Gelbaum, Co-Trustee of The Quercus
Trust
/s/ David Gelbaum, Attorney-In-Fact for
---------------------------------------------
Monica Chavez Gelbaum
---------------------------------------------
Monica Chavez Gelbaum, Co-Trustee of The
Quercus Trust
/s/ David Gelbaum
---------------------------------------------
The Quercus Trust, David Gelbaum, Co-Trustee
of The Quercus Trust
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EXHIBIT B
POWER OF ATTORNEY
Monica Chavez Gelbaum hereby constitutes and appoints David Gelbaum as
her true and lawful attorney-in-fact and agent, acting alone, with full power
and substitution and resubstitution, to sign on her behalf, individually and in
each capacity stated below, all reports of beneficial ownership on Forms 3, 4
and 5, and reports on Schedule 13D, of the Securities and Exchange Commission,
and any and all amendments, exhibits and any other documents related thereto,
and to file the same, with all exhibits thereto and any other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming each act that said attorney-in-fact and agent may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Amendment No. 1 to Schedule 13D has been signed below by the
following persons in the capacities indicated on August 24, 2007.
Signature
/s/ Monica Chavez Gelbaum
-------------------------
Title
Co-Trustee, The Quercus Trust
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