-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VO803/siLxNHDJalX2dAuVbhL65oR4DpZojBzdpKzZT1IK7Fq2r1kOEyNUf0y6MZ zKpnKp/cxiW64Hrk9Chfsw== 0000808326-08-000019.txt : 20080418 0000808326-08-000019.hdr.sgml : 20080418 20080418170409 ACCESSION NUMBER: 0000808326-08-000019 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080409 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20080418 DATE AS OF CHANGE: 20080418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMCORE CORP CENTRAL INDEX KEY: 0000808326 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 222746503 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22175 FILM NUMBER: 08765155 BUSINESS ADDRESS: STREET 1: 145 BELMONT DRIVE CITY: SOMERSET STATE: NJ ZIP: 08873 BUSINESS PHONE: 7322719090 MAIL ADDRESS: STREET 1: 145 BELMONT DRIVE CITY: SOMERSET STATE: NJ ZIP: 08873 8-K/A 1 form8ka.htm FORM 8-K/A INTEL ENTERPRISE ACQUISTION form8ka.htm
 
 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 
Amendment No. 1
 
to
 
FORM 8-K/A


CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 9, 2008

 
EMCORE CORPORATION
(Exact name of registrant as specified in its charter)


New Jersey
(State or other jurisdiction
of incorporation)
0-22175
(Commission
File Number)
22-2746503
(IRS Employer
Identification No.)

10420 Research Road, SE, Albuquerque, NM
(Address of principal executive offices)
87123
(Zip Code)

Registrant’s telephone number, including area code:  (505) 332-5000

Not Applicable
(Former name or former address, if changed since last report)


 
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 (see General Instruction A.2. below):
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 



                                                                 
 
 
 

EXPLANATORY NOTE

 
This Amendment No. 1 to Form 8-K/A amends the Form 8-K originally filed on April 14, 2008 to include Item 3.02.
 
 
Item 3.02 Unregistered Sales of Equity Securities.
 
On April 9, 2008, EMCORE Corporation (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) with Intel Corporation (“Seller”).  Under the terms of the Agreement, the Company will purchase certain of the assets of Seller and its subsidiaries relating to Seller’s enterprise transceiver business, including  intellectual property, inventory, fixed assets and technology relating to optical transceivers for enterprise and storage customers, as well as optical cable interconnects for high-performance computing clusters.
 
As consideration for the purchase of the assets of Seller by the Company in accordance with the Agreement, the Company will issue 3.7 million shares of the Company’s common stock to Seller, subject to certain adjustments based on the Company’s stock price twelve months after the closing of the transaction.  In the event that the Company is required to make an additional payment, it has the option to make that payment in cash, its common stock or both (not to exceed the equivalent of 1.3 million shares).
 
The Company believes that this transaction is exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) or Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering.


 
 
 


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: April 18, 2008
 
 
 
By: /s/ Adam Gushard
 
Name: Adam Gushard
Title:   Interim Chief Financial Officer
 
 
 
 
 
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