SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on October 15, 2013
OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EMCORE CORPORATION
(Name of Issuer)
Common Stock
290846203
(CUSIP Number)
Becker Drapkin Management, L.P.
Attn: Steven R. Becker
Attn: Matthew A. Drapkin
500 Crescent Court
Suite 230
Dallas, Texas 75201
(214) 756-6016
With a copy to:
Richard J. Birns, Esq.
Boies, Schiller & Flexner LLP
575 Lexington Avenue, 7th Floor
New York, NY 10022
(212) 446-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 2, 2013
(Date of Event which Requires Filing of this Statement)
If the filing 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 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).
SCHEDULE 13D
CUSIP No. 781182100
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Becker Drapkin Management, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
421,620
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8
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SHARED VOTING POWER
1,475,478
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9
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SOLE DISPOSITIVE POWER
421,620
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10
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SHARED DISPOSITIVE POWER
421,620
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,897,098
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
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CUSIP No. 781182100
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Becker Drapkin Partners (QP), L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
1,291,618
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
1,291,618
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,291,618
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 781182100
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Becker Drapkin Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
183,860
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
183,860
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
183,860
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 781182100
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BC Advisors, LLC
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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||
3
|
SEC USE ONLY
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||
4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,897,098
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9
|
SOLE DISPOSITIVE POWER
0
|
||
10
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SHARED DISPOSITIVE POWER
1,897,098
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,897,098
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||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, OO
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CUSIP No. 781182100
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven R. Becker
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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||
3
|
SEC USE ONLY
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||
4
|
SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,897,098
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9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
1,897,098
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,897,098
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 781182100
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthew A. Drapkin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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||
3
|
SEC USE ONLY
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||
4
|
SOURCE OF FUNDS (See Instructions)
OO
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||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,897,098
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||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
1,897,098
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,897,098
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Name of Reporting Person
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Date
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Number of Shares Purchased (Sold)
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Average Price per Share
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Becker Drapkin Partners LP
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9/13/2013
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72,753
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$4.3000
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Becker Drapkin Partners LP
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9/13/2013
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6,380
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$4.4816
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Becker Drapkin Partners LP
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9/13/2013
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9,215
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$4.5295
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Becker Drapkin Partners LP
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9/16/2013
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1,372
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$4.5785
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Becker Drapkin Partners LP
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9/16/2013
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823
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$4.5627
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Becker Drapkin Partners LP
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9/16/2013
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8,043
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$4.5792
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Becker Drapkin Partners LP
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9/17/2013
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276
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$4.6060
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Becker Drapkin Partners LP
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9/18/2013
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6,392
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$4.7145
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Becker Drapkin Partners LP
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9/26/2013
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1,877
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$4.3000
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Becker Drapkin Partners LP
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9/30/2013
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21,146
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$4.2890
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Becker Drapkin Partners LP
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10/2/2013
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28,040
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$4.4200
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Becker Drapkin Partners LP
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10/2/2013
|
9,653
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$4.4200
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Becker Drapkin Partners LP
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10/2/2013
|
670
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$4.4000
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Becker Drapkin Partners LP
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10/8/2013
|
238
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$4.4500
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Becker Drapkin Partners LP
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10/9/2013
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2,688
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$4.4332
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Becker Drapkin Partners LP
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10/11/2013
|
2,137
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$4.5569
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Becker Drapkin Partners LP
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10/11/2013
|
971
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$4.5600
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Becker Drapkin Partners LP
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10/14/2013
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3,960
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$4.6398
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Becker Drapkin Partners LP
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10/15/2013
|
2,408
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$4.7539
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Becker Drapkin Partners LP
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10/15/2013
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4,818
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$4.7401
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Becker Drapkin Partners QP LP
|
9/13/2013
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510,207
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$4.3000
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Becker Drapkin Partners QP LP
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9/13/2013
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44,742
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$4.4816
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Becker Drapkin Partners QP LP
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9/13/2013
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64,627
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$4.5295
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Becker Drapkin Partners QP LP
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9/16/2013
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9,628
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$4.5785
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Becker Drapkin Partners QP LP
|
9/16/2013
|
5,777
|
$4.5627
|
Becker Drapkin Partners QP LP
|
9/16/2013
|
56,412
|
$4.5792
|
Becker Drapkin Partners QP LP
|
9/17/2013
|
1,940
|
$4.6060
|
Becker Drapkin Partners QP LP
|
9/18/2013
|
44,831
|
$4.7145
|
Becker Drapkin Partners QP LP
|
9/26/2013
|
13,170
|
$4.3000
|
Becker Drapkin Partners QP LP
|
9/30/2013
|
148,301
|
$4.2890
|
Becker Drapkin Partners QP LP
|
10/2/2013
|
197,723
|
$4.4200
|
Becker Drapkin Partners QP LP
|
10/2/2013
|
68,075
|
$4.4200
|
Becker Drapkin Partners QP LP
|
10/2/2013
|
4,730
|
$4.4000
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Becker Drapkin Partners QP LP
|
10/8/2013
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1,686
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$4.4500
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Becker Drapkin Partners QP LP
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10/9/2013
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18,961
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$4.4332
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Becker Drapkin Partners QP LP
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10/11/2013
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15,075
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$4.5569
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Becker Drapkin Partners QP LP
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10/11/2013
|
6,853
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$4.5600
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Becker Drapkin Partners QP LP
|
10/14/2013
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27,929
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$4.6398
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Becker Drapkin Partners QP LP
|
10/15/2013
|
16,973
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$4.7539
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Becker Drapkin Partners QP LP
|
10/15/2013
|
33,978
|
$4.7401
|
Managed Account
|
9/13/2013
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14,649
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$4.4816
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Managed Account
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9/13/2013
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167,040
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$4.3000
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Managed Account
|
9/13/2013
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21,158
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$4.5295
|
Managed Account
|
9/16/2013
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23,512
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$4.5792
|
Managed Account
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9/17/2013
|
635
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$4.6060
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Managed Account
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9/18/2013
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14,677
|
$4.7145
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Managed Account
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9/26/2013
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4,311
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$4.3000
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Managed Account
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9/30/2013
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48,553
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$4.2890
|
Managed Account
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10/2/2013
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66,237
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$4.4200
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Managed Account
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10/2/2013
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22,272
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$4.4200
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Managed Account
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10/8/2013
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535
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$4.4500
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Managed Account
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10/9/2013
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6,023
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$4.4332
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Managed Account
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10/11/2013
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4,788
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$4.5569
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Managed Account
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10/11/2013
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2,176
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$4.5600
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Managed Account
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10/14/2013
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8,871
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$4.6398
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Managed Account
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10/15/2013
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5,391
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$4.7539
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Managed Account
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10/15/2013
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10,792
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$4.7401
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(d) No person other than the Reporting Persons, and the Managed Account with respect to the Managed Account Shares, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above.
(e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
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On October 15, 2013, the Reporting Persons entered into the Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. Such Joint Filing Agreement is attached hereto as Exhibit 1.
The Reporting Persons may, from time to time, enter into and dispose of option contracts with one or more counterparties that are based upon the value of shares of Common Stock, which transactions may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the shares of Common Stock.
Except for the matters described herein, no Reporting Person has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer.
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Item 7.
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Material to Be Filed as Exhibits
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Exhibit 1
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Joint Filing Agreement, dated October 15, 2013, by and among Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin
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Exhibit 2
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Power of Attorney dated March 16, 2013, signed by Steven R. Becker
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Exhibit 3
|
Power of Attorney dated March 16, 2013, signed by Matthew A. Drapkin
|
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.
Dated: October 15, 2013
BECKER DRAPKIN MANAGEMENT, L.P.
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By:
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BC Advisors, LLC, its general partner
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By:
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/s/Daniel A. Grossman | ||||
Name: Daniel A. Grossman
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Title: Attorney-in-Fact
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BECKER DRAPKIN PARTNERS (QP), L.P.
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By:
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Becker Drapkin Management, L.P., its general partner
|
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By:
|
BC Advisors, LLC, its general partner
|
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By:
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/s/Daniel A. Grossman | ||||
Name: Daniel A. Grossman
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|||||
Title: Attorney-in-Fact
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BECKER DRAPKIN PARTNERS, L.P.
|
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|
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By:
|
Becker Drapkin Management, L.P., its general partner
|
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By:
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BC Advisors, LLC, its general partner
|
||||
By:
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/s/Daniel A. Grossman | ||||
Name: Daniel A. Grossman
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|||||
Title: Attorney-in-Fact
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BC ADVISORS, LLC
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By:
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/s/Daniel A. Grossman | ||||
Name: Daniel A. Grossman
|
|||||
Title: Attorney-in-Fact
|
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STEVEN R. BECKER
|
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By:
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/s/Daniel A. Grossman | ||||
Name: Daniel A. Grossman
|
|||||
Title: Attorney-in-Fact
|
|||||
MATTHEW A. DRAPKIN
|
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By:
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/s/Daniel A. Grossman | ||||
Name: Daniel A. Grossman
|
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Title: Attorney-in-Fact
|
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Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of EMCORE Corporation, and that this Agreement be included as an Exhibit to such joint filing.
Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: October 15, 2013
[Signature Page Follows]
BECKER DRAPKIN MANAGEMENT, L.P.
|
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By:
|
BC Advisors, LLC, its general partner
|
||||
By:
|
/s/Daniel A. Grossman | ||||
Name: Daniel A. Grossman
|
|||||
Title: Attorney-in-Fact
|
|||||
BECKER DRAPKIN PARTNERS (QP), L.P.
|
|||||
|
|||||
By:
|
Becker Drapkin Management, L.P., its general partner
|
||||
By:
|
BC Advisors, LLC, its general partner
|
||||
By:
|
/s/Daniel A. Grossman | ||||
Name: Daniel A. Grossman
|
|||||
Title: Attorney-in-Fact
|
|||||
BECKER DRAPKIN PARTNERS, L.P.
|
|||||
|
|||||
By:
|
Becker Drapkin Management, L.P., its general partner
|
||||
By:
|
BC Advisors, LLC, its general partner
|
||||
By:
|
/s/Daniel A. Grossman | ||||
Name: Daniel A. Grossman
|
|||||
Title: Attorney-in-Fact
|
|||||
BC ADVISORS, LLC
|
|||||
|
|||||
By:
|
/s/Daniel A. Grossman | ||||
Name: Daniel A. Grossman
|
|||||
Title: Attorney-in-Fact
|
|||||
STEVEN R. BECKER
|
|||||
|
|||||
By:
|
/s/Daniel A. Grossman | ||||
Name: Daniel A. Grossman
|
|||||
Title: Attorney-in-Fact
|
|||||
MATTHEW A. DRAPKIN
|
|||||
By:
|
/s/Daniel A. Grossman | ||||
Name: Daniel A. Grossman
|
|||||
Title: Attorney-in-Fact
|
|||||
Exhibit 2
Power of Attorney
March 16, 2013
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
This letter confirms that each and any of Richard J. Birns, Thomas X. Fritsch, Andrew S. McLelland, and Daniel A. Grossman is authorized and designated to sign all securities related filings with the Securities and Exchange Commission, including Forms 3, 4 and 5, on my behalf and on behalf of each entity for which I may sign such filings. This authorization and designation shall be valid until either revoked in writing by the undersigned or until three years from the date of this letter.
Very truly yours,
/s/ Steven R. Becker
Steven R. Becker
Exhibit 3
Power of Attorney
March 16, 2013
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
This letter confirms that each and any of Richard J. Birns, Thomas X. Fritsch, Andrew S. McLelland, and Daniel A. Grossman is authorized and designated to sign all securities related filings with the Securities and Exchange Commission, including Forms 3, 4 and 5, on my behalf and on behalf of each entity for which I may sign such filings. This authorization and designation shall be valid until either revoked in writing by the undersigned or until three years from the date of this letter.
Very truly yours,
/s/ Matthew A. Drapkin
Matthew A. Drapkin