8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 18, 2006

Date of Report (Date of earliest event reported)

EMCORE CORPORATION

Exact name of registrant as specified in its charter

New Jersey	0-22175	22-2746503
State of Incorporation	Commission File Number	IRS Employer Identification Number

145 Belmont Drive, Somerset, New Jersey, 08873

Address of principal executive offices, including zip code

(732) 271-9090

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.01.COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On August 18, 2006, EMCORE Corporation, a New Jersey corporation ("EMCORE"), completed the previously announced sale of the assets of its Electronic Materials & Device division (the "EMD Business"), including inventory, fixed assets, and intellectual property, pursuant to an Asset Purchase Agreement, dated July 19, 2006 (the “Purchase Agreement”), between EMCORE, IQE, plc, a public limited company organized under the laws of the United Kingdom ("IQE"), and IQE RF, LLC, a New Jersey limited liability company and a wholly owned subsidiary of IQE ("Purchaser").

Under the terms of the Purchase Agreement, EMCORE sold the EMD Business to Purchaser for $16.0 million, consisting of a $0.2 million deposit previously delivered to EMCORE, $12.8 million delivered via wire transfer on August 18, 2006, and $3.0 million in the form of a secured promissory note of IQE and Purchaser (the "Note"), guaranteed by IQE's affiliates. The Note is to be repaid in four quarterly installments and bears interest at an annual rate of 7.5%. All 56 employees of the EMD Business were transferred to IQE in connection with the sale of the business.

Pursuant to the Purchase Agreement, EMCORE has covenanted not to solicit for employment the employees of IQE for a period of two years following the closing of the transaction (including the transferred employees of EMCORE), and, subject to limited exceptions, has covenanted not to compete in the field of development, manufacture, sale or distribution of products sold by the EMD Business for a period of four years following the closing of the transaction. EMCORE has also agreed to indemnify Purchaser against certain losses incurred in connection with the Purchase Agreement. As part of the transaction, EMCORE retained the right to continue to use the intellectual property of the EMD Business in the manufacture and sale of its products (other than the commercial sale of epitaxial wafers).

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed herewith as Exhibit 2.1 and is incorporated herein by reference. The Purchase Agreement has been filed herewith to provide investors with information regarding its terms. It is not intended to provide any other factual information about EMCORE, Purchaser or IQE. In particular, the assertions embodied in the representations and warranties contained in the Purchase Agreement are qualified by information in confidential disclosure schedules provided by EMCORE to IQE and Purchaser in connection with the signing of the Purchase Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Purchase Agreement. Moreover, certain representations and warranties in the Purchase Agreement were used for the purpose of allocating risk between EMCORE, Purchaser and IQE, rather than establishing matters as facts. Accordingly, you should not rely on the representations and warranties in the Purchase Agreement as characterizations of the actual state of facts about EMCORE, Purchaser or IQE.

ITEM 8.01.OTHER EVENTS.

On August 21 2006, EMCORE issued a press release announcing the completion of the sale of the EMD Business. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS.

(b)Pro Forma Financial Information

The unaudited pro forma condensed consolidated statements of operations of EMCORE for the year ended September 30, 2005 and the nine months ended June 30, 2006 and the unaudited pro forma condensed consolidated balance sheet of EMCORE as of June 30, 2006 are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

(d)Exhibits

Exhibit Number	Description
2.1	Asset Purchase Agreement between IQE RF, LLC, IQE, plc, and EMCORE Corporation, dated July 19, 2006 (excluding schedules, which EMCORE will furnish to the U.S. Securities and Exchange Commission upon request) (incorporated by reference to EMCORE Corporation's Current Report on Form 8-K filed on July 24, 2006).
99.1	Press Release, dated August 21, 2006, issued by EMCORE Corporation.
99.2	Unaudited Pro Forma Financial Information.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EMCORE CORPORATION
Dated: August 24, 2006	By: /s/ Thomas G. Werthan Name: Thomas G. Werthan Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
2.1	Asset Purchase Agreement between IQE RF, LLC, IQE, plc, and EMCORE Corporation, dated July 19, 2006 (excluding schedules, which EMCORE will furnish to the U.S. Securities and Exchange Commission upon request) (incorporated by reference to EMCORE Corporation's Current Report on Form 8-K filed on July 24, 2006).
99.1	Press Release, dated August 21, 2006, issued by EMCORE Corporation.
99.2	Unaudited Pro Forma Financial Information.

EX-99.1

EXHIBIT 99.1

Press Release

EMCORE Corporation Completes Sale of Electronic Materials Division to IQE, plc

SOMERSET, New Jersey, August 21, 2006 - EMCORE Corporation (NASDAQ: EMKR), a leading provider of compound semiconductor-based components and subsystems for the broadband, fiber optic, satellite, and solar power markets, today announced that it has completed the sale of the Company’s Electronic Materials & Device division (EMD) to a wholly owned subsidiary of IQE, plc (IQE) as previously announced on July 19, 2006. IQE, headquartered in Cardiff, Wales with United States operations in Bethlehem, Pa, purchased certain of the assets including inventory, fixed assets, and intellectual property of EMD for a total transaction value of $16 million. The Company received $13 million at closing and $3 million in the form of a secured promissory note of IQE that will be repaid in four quarterly installments and bears interest at an annual rate of 7.5%. The Company anticipates a gain on the disposition in the range of $9 to $11 million.

IQE was formed in May 1999 by the merger of two epitaxial wafer companies supplying electronic and optoelectronic materials produced using MOCVD (metal organic chemical vapor deposition) and MBE (molecular beam epitaxy) equipment platforms. EMD utilizes MOCVD technology developed by EMCORE to produce both GaAs and GaN based transistor wafers for use in power amplifiers and switches in GSM, CDMA multiband wireless handsets, Wi-MAX, Wi-Fi, cellular handsets, and in wireless LAN applications.

IQE will continue to operate EMD in the Somerset, NJ facility. All 56 employees of EMD have been transferred to IQE.

About EMCORE

EMCORE Corporation offers a broad portfolio of compound semiconductor-based products for the broadband, fiber optic, satellite and solar power markets. EMCORE’s Fiber Optic segment offers optical components, subsystems and systems for high speed data and telecommunications networks, cable television (CATV) and fiber-to-the-premises (FTTP). EMCORE’s Photovoltaic segment provides products for both satellite and terrestrial applications. For satellite applications, EMCORE offers high efficiency Gallium Arsenide (GaAs) solar cells, Covered Interconnect Cells (CICs) and panels. For terrestrial applications, EMCORE is adapting its high-efficiency GaAs solar cells for use in solar concentrator systems. Through its joint venture participation in GELcore, LLC, EMCORE plays a significant role in developing and commercializing next-generation High-Brightness LED technology for use in the general and specialty illumination markets. For further information about EMCORE, visit http://www.emcore.com.

About IQE

IQE is a leading provider of outsource epitaxial wafer services to the global semiconductor industry. Its wafer products include a portfolio of compound semiconductor wafers for use across the whole spectrum of opto electronic and wireless applications, a range of advanced compound semiconductor substrates, and a comprehensive epi service of advanced products for the silicon industry. The IQE Group operates state of the art manufacturing facilities utilizing all of the key crystal growth technologies, with facilities located in Cardiff and Milton Keynes, UK and in Bethlehem, Pennsylvania, USA. IQE’s products are found in a diverse range of leading edge consumer, communication, computing and industrial applications, including mobile handsets and wireless infrastructure, optical communications, optical storage (CD, DVD), laser optical mouse, laser printers & photocopiers, thermal imagers, leading edge medical products, barcode, high efficiency LEDs and a variety of advanced silicon based systems. For further information about the IQE Group, please visit http://www.iqep.com.

Disclaimer

The information provided herein may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events that involve risks and uncertainties. Words such as "expects," "anticipates," "intends," "plans," "believes," and "estimates," and variations of these words and similar expressions, identify these forward-looking statements. Actual operating results may differ materially from such forward-looking statements and are subject to certain risks, including risks arising from: difficulties arising from the separation of the EMD operations from our ongoing operations; expected reductions in overall revenues as a result of the EMD sale; expenses and charges related to closing the remaining operations in New Jersey and reducing corporate overhead; and other factors described in EMCORE's filings with the Securities and Exchange Commission. The forward-looking statements contained in this news release are made as of the date hereof and EMCORE does not assume any obligation to update the reasons why actual results could differ materially from those projected in the forward-looking statements.

Contacts:

EMCORE Corporation

Tom Werthan - Chief Financial Officer

(732) 271-9090

info@emcore.com

TTC Group

Victor Allgeier

(646) 290-6400

info@ttcominc.com

IQE plc

Dr Drew Nelson, President & CEO

+44 (0)2920 839400

Stuart Hall, Chief Financial Officer

+44 (0)2920 839400

investors@iqep.com

EX-99.2

EXHIBIT 99.2 

EMCORE CORPORATION

Pro Forma Condensed Consolidated Statement of Operations

(in thousands)

(unaudited)

		Year Ended September 30, 2005
		As reported			Pro forma adjustments			Pro forma as adjusted
					(a)
Revenue	$	127,603		$	(12,236	)	$	115,367
Cost of revenue		106,746			(10,721	)		96,025
Gross profit		20,857			(1,515	)		19,342
Operating expenses:
Selling, general and administrative		25,136			(2,570	)		22,566
Research and development		17,429			(2,738	)		14,691
Total operating expenses		42,565			(5,308	)		37,257
Operating loss		(21,708	)		3,793			(17,915	)
Other (income) expenses:
Interest income		(1,081	)		-			(1,081	)
Interest expense		4,844			-			4,844
Equity in net loss of GELcore investment		112			-			112
Total other expenses		3,875			-			3,875
Loss from continuing operations	$	(25,583	)	$	3,793		$	(21,790	)
Per share data:
Basic and diluted per share data:
Loss from continuing operations	$	(0.54	)	$	0.08		$	(0.46	)
Weighted average number of shares outstanding used in basic and diluted per share calculations		47,387			47,387			47,387

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

EMCORE CORPORATION

Pro Forma Condensed Consolidated Statement of Operations

(in thousands)

(unaudited)

		Nine Months Ended June 30, 2006
		As reported			Pro forma adjustments			Pro forma as adjusted
					(a)
Revenue	$	123,007		$	(14,840	)	$	108,167
Cost of revenue		98,864			(12,623	)		86,241
Gross profit		24,143			(2,217	)		21,926
Operating expenses:
Selling, general and administrative		26,445			(2,549	)		23,896
Research and development		14,550			(869	)		13,681
Total operating expenses		40,995			(3,418	)		37,577
Operating loss		(16,852	)		1,201			(15,651	)
Other (income) expenses:
Interest income		(838	)		-			(838	)
Interest expense		3,987			-			3,987
Loss from convertible subordinated notes exchange offer		1,078			-			1,078
Equity in net loss of Velox investment		332			-			332
Equity in net income of GELcore investment		(21	)		-			(21	)
Total other expenses		4,538			-			4,538
Loss from continuing operations	$	(21,390	)	$	1,201		$	(20,189	)
Per share data:
Basic and diluted per share data:
Loss from continuing operations	$	(0.43	)	$	0.02		$	(0.41	)
Weighted average number of shares outstanding used in basic and diluted per share calculations		49,336			49,336			49,336

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

EMCORE CORPORATION

Pro Forma Condensed Consolidated Balance Sheet

(in thousands)

(unaudited)

		As of June 30, 2006
		As reported			Pro forma adjustments				Pro forma as adjusted
ASSETS
Current assets:
Cash and cash equivalents	$	16,138		$	13,000		(b)	$	29,138
Restricted cash		1,303			-				1,303
Marketable securities		7,900			-				7,900
Accounts receivable, net		27,388			-				27,388
Receivables, related parties		482			-				482
Inventory, net		24,940			(2,988	)	(d)		21,952
Prepaid expenses and other current assets		3,224			2,973		(c,d)		6,197
Total current assets		81,375			12,985				94,360
Property, plant and equipment, net		56,997			(3,394	)	(d)		53,603
Goodwill		40,476			-				40,476
Intangible assets, net		6,624			(178	)	(d)		6,446
Investments in unconsolidated affiliates		12,388			-				12,388
Receivables, related parties		169			-				169
Other assets, net		5,526			(998	)	(d)		4,528
Total assets	$	203,555		$	8,415			$	211,970
LIABILITIES and SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	20,692		$	-			$	20,692
Accrued expenses and other current liabilities		13,540			(606	)	(e)		12,934
Notes payable, current portion		430			-				430
Total current liabilities		34,662			(606	)			34,056
Notes payable, long-term		277			-				277
Convertible subordinated notes, long-term		95,895			-				95,895
Total liabilities		130,834			(606	)			130,228
Commitments and contingencies
Shareholders’ equity:
Preferred stock, $0.0001 par, 5,882 shares authorized, no shares outstanding		-			-				-
Common stock, no par value, 100,000 shares authorized, 50,805 shares issued and 50,646 shares outstanding		410,153			-				410,153
Accumulated deficit		(335,349	)		9,021				(326,328	)
Treasury stock, at cost, 159 shares		(2,083	)		-				(2,083	)
Total shareholders’ equity		72,721			9,021				81,742
Total liabilities and shareholders’ equity	$	203,555		$	8,415			$	211,970

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

EMCORE Corporation

Notes to Unaudited Condensed Consolidated Pro Forma Financial Statements

NOTE 1.  Business Divesture.

On August 18, 2006, EMCORE completed the sale of assets of its Electronic Materials & Device division (the "EMD Business"), including inventory, fixed assets, and intellectual property, pursuant to an Asset Purchase Agreement, dated July 19, 2006 (the “Purchase Agreement”), between EMCORE, IQE, plc, a public limited company organized under the laws of the United Kingdom ("IQE"), and IQE RF, LLC, a New Jersey limited liability company and a wholly owned subsidiary of IQE ("Purchaser").

Under the terms of the Purchase Agreement, EMCORE sold the EMD Business to Purchaser for $16.0 million, consisting of a $0.2 million deposit previously delivered to EMCORE, $12.8 million delivered via wire transfer on August 18, 2006, and $3.0 million in the form of a secured promissory note of IQE and Purchaser (the "Note"), guaranteed by IQE's affiliates. The Note is to be repaid in four quarterly installments and bears interest at an annual rate of 7.5%.

NOTE 2.  Basis of Presentation.

The preceding unaudited pro forma condensed consolidated financial information presented for the statements of operations for the year ended September 30, 2005 and the nine-month period ended June 30, 2006 is based upon the Company’s historical results of operations, adjusted to reflect the pro forma effect of excluding operations derived from the Company’s EMD Business as of October 1, 2004. The preceding unaudited pro forma condensed consolidated financial information presented for the balance sheet as of June 30, 2006, is based upon the Company’s historical results, adjusted to reflect the pro forma effect of the sale of assets of the EMD Business as if it had occurred on June 30, 2006.

The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of any future results of operations or the results that might have occurred had the disposition actually been completed on the indicated dates.

The historical consolidated financial information presented herein should be read in conjunction with the audited consolidated financial statements and notes thereto appearing in the Company’s Annual Report on Form 10-K for the year ended September 30, 2005, and the unaudited consolidated financial statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q for the nine months ended June 30, 2006.

The Company anticipates a gain on the disposition that has not been reflected in the pro forma statements of operations as the gain is considered to be non-recurring. Pro-forma adjustments included in the pro forma condensed consolidated financial statements are as follows:

a)   The adjustments reflected in the condensed consolidated statements of operations eliminate the results of operations of the EMD Businessthat was sold to IQE.

b)   This adjustment in the balance sheet reflects the net cash proceeds from the sale of the EMD Business.

c)   This adjustment in the balance sheet includes the $3.0 million promissory note due EMCORE as a result of the sale of the EMD Business.

d)   These adjustments in the balance sheet reflect changes to inventory, prepaid expenses, fixed assets, intellectual property, and other assets being sold or otherwise disposed of as a result of the sale of the EMD Business. Using the carrying value as of the June 30, 2006 consolidated balance sheet, total assets to be disposed of approximate $7.6 million.

e)   This adjustment in the balance sheet reflects the elimination of various accrued liabilities being assumed by IQE. Using the carrying value as of the June 30, 2006 consolidated balance sheet, total liabilities to be disposed of approximate $0.6 million.