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

July 30, 2010

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

10420 Research Road, SE, Albuquerque, NM  87123

Address of principal executive offices, including zip code

(505) 332-5000

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:

□            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))

Item 1.01 Entry into a Material Definitive Agreement.

On July 30, 2010,  EMCORE Corporation (“EMCORE”), entered into a series agreements for the establishment and operation of a joint venture with San’an Optoelectronics Co., Ltd. (“San’an”) for the purpose of engaging in the development,manufacturing and distribution of high concentration photovoltaic (“CPV”) receivers, modules and systems for terrestrial solar power applications under license from EMCORE (the “Joint Venture”).

                The joint venture agreement between EMCORE and San’an (the “Joint Venture Agreement”) provides for the parties to form Suncore Photovoltaics Co., Ltd., a limited liability company (“Suncore”), under the laws of the People’s Republic of China.  EMCORE will own a forty percent (40%) interest in Suncore, while San’an will own the majority sixty percent (60%). The total initial investment in Suncore is expected to be $30 million dollars, which will be contributed within the first six months of the legal establishment of Suncore, with EMCORE contributing a total of $12 million dollars, and San’an contributing $18 million dollars. The first investment, totaling $10 million dollars, shall be contributed within 45 days of the legal establishment of Suncore, of which $6 million dollars in cash will be contributed by San’an and $4 million dollars in cash by EMCORE.  Within six months of the establishment date of Suncore, EMCORE and San’An will each contribute another $8 and $12 million dollars, respectively. Under the Joint Venture Agreement, San’an and EMCORE may be able to contribute assets in lieu of cash in order to fulfill their respective capital contribution requirements.

           Under the terms of the Joint Venture Agreement, Suncore will be governed by a five-member Board of Directors, with two directors designated by EMCORE and three by San’an. Certain matters, including matters regarding certain strategic transactions, changes in capital, distributions, removal of the General Manager or Chief Financial Officer, approval of the annual budget, significant capital expenditures and product pricing will require the approval of two-thirds of the Board of Directors.

           The Joint Venture Agreement further provides for EMCORE to enter into a technology license agreement with Suncore following the establishment of the joint venture entity. The license agreement, a form of which has been agreed to by the parties, will provide for EMCORE to license to Suncore certain non-export restricted intellectual property and know-how relating to the design, manufacturing, and testing of high concentration photovoltaic receivers, modules and systems for terrestrial solar power applications owned by EMCORE. EMCORE’s solar cell design, epitaxial and chip fabrication processes are not part of this license. EMCORE will agree not to grant a similar license to manufacture the licensed products to any third party in the People’s Republic of China, Hong Kong, Macau or Taiwan for so long as EMCORE owns at least 20% of Suncore and so long as Suncore is in compliance with the terms of the Joint Venture Agreement.  EMCORE will retain exclusive rights for the use, marketing, and sale of the licensed products within the United States, and exclusive manufacturing rights outside of the People’s Republic of China, Hong Kong, Macau and Taiwan.

           Concurrently with the execution of the Joint Venture Agreement, EMCORE entered into a cooperation agreement (the “Cooperation Agreement”) with an affiliate of San’an (the “Affiliate”). The Cooperation Agreement provides for EMCORE, or a designated affiliate of EMCORE, to receive an aggregate $8.5 million in fees, payable over a two-year period following the establishment of Suncore, in connection with EMCORE’s provision of the technology license and related support and strategic consulting services to Suncore. EMCORE intends to use the fees it receives pursuant to the Cooperation Agreement and assembly and test equipment and inventory assets to fund most of its capital contributions to Suncore. Furthermore, the Cooperation Agreement pr ovides that the Affiliate will provide Suncore loans to support the ramp-up of production.

Item 1.02 Termination of a Material Definitive Agreement

On August 2, 2010, EMCORE received notice (the “Termination Notice”) from the Tangshan Caofeidian Investment Corporation (“TCIC”) stating that the Share Purchase Agreement entered into between EMCORE and TCIC on February 3, 2010 (the “Purchase Agreement”) had been terminated by TCIC.   As previously reported, on June 24, 2010, EMCORE and TCIC submitted a joint letter to the Committee on Foreign Investment in the United States (“CFIUS”) requesting withdrawal of their joint voluntary notice previously filed with CFIUS in connection with the Purchase Agreement.

The Termination Notice further states that the Purchase Agreement was terminated pursuant to Section 9.1(m) of the Share Purchase Agreement, which permits the Purchase Agreement to be terminated in the event certain export control licenses are not obtained within the timeframe permitted by the Purchase Agreement.  The Purchase Agreement provides for EMCORE to pay to TCIC a termination fee of $2,775,000 in the event of a termination pursuant to Section 9.1(m).  The parties are currently in discussions and negotiations regarding an alternative transaction between the parties which would not be subject to the same export control licenses and CFIUS review as the Purchase Agreement and the manner and the timing in which the termination fee will be paid.

Item 2.03 Creation of a Direct Financial Obligation.

The disclosure provided under Item 1.01 and Item 1.02 above is hereby incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On August 2, 2010, EMCORE issued a press release announcing the transaction described under Item 1.01 above.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Form 8-K furnished pursuant to Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01  Financial Statements and Exhibits.

 (d)           Exhibits

Exhibit Number	Description
99.1	Press Release, dated August2, 2010, issued by EMCORE Corporation.

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 5, 2010	By: /s/ John M. Markovich Name: John M. Markovich Title:   Chief Financial Officer

EX-99.1

PRESS RELEASE

EMCORE and San’an Optoelectronics Enter into a Joint Venture Agreement to Manufacture Concentrator Photovoltaics Products for Terrestrial Solar Power Applications

ALBUQUERQUE, NM--(Marketwire - 08/02/10) - EMCORE Corporation (NASDAQ:EMKR - News), a leading provider of compound semiconductor-based components, subsystems and systems for the fiber optics and solar power markets, today announced it has entered into a joint venture agreement with San'an Optoelectronics Co., Ltd. of Xiamen, China ("San'an"), for the purposes of engaging in the development, manufacture and distribution of concentration photovoltaic ("CPV") receivers, modules and systems for terrestrial solar power applications. The joint venture company, Suncore Photovoltaics Co., Ltd. ("Suncore"), will be owned 40 percent by EMCORE and 60 percent by San'an Optoelectronics Co., Ltd. The Chairman of San'an Optoe lectronics, Mr. Xiucheng Lin, will serve as the Chairman of Suncore and Dr. Charlie Wang, current Senior Vice President of EMCORE Corporation, will serve as the General Manager of Suncore. All operational activities and business for CPV receivers, modules, and systems currently residing at both San'an and EMCORE's Langfang, China manufacturing facilities will eventually be transferred to Suncore, and its primary manufacturing operations will be located in Wuhu city, Anhui province of China. The economic development organization of Wuhu city has agreed to provide Suncore with significant economic incentives, including land, subsidies, grants and other incentives.

Suncore will serve as EMCORE's primary low-cost / high-volume manufacturing base for CPV receivers incorporating EMCORE's CPV solar cells, and for CPV modules and systems to support both EMCORE's and San'an's worldwide sales efforts. Subsequent to the establishment of Suncore, the company will commence work on the production of 12-MW of CPV systems for San'an's current customers and 2-MW of CPV components for projects sourced by EMCORE. In addition, EMCORE and San'an are aggressively pursuing multiple CPV project opportunities, including the 280-MW solar energy plan in six western regions of China recently announced by the Chinese government.

San'an is the largest producer of LED chips and epitaxial wafers in China and is also a leader in CPV manufacturing and deployment in China. San'an is listed on the Shanghai Stock Exchange (Stock code: 600703) and has a market capitalization over US$ 3 billion. In conjunction with the formation of this joint venture, EMCORE has agreed to grant Suncore an exclusive license to manufacture EMCORE's current and future improved CPV receivers, modules and systems in China for terrestrial solar power applications.

"The formation of this joint venture represents a significant step in EMCORE's business strategy towards introducing CPV products for terrestrial solar power applications in one of the fastest growing solar power markets," said Dr. Hong Q. Hou, President and CEO of EMCORE. "By commercializing EMCORE's terrestrial Gen-III CPV systems through this low-cost manufacturing base, we believe EMCORE will be in position to gain significant advantages over competing terrestrial solar technologies. Furthermore, the joint venture provides an ideal platform to penetrate China's emerging renewable energy market."

"We are very pleased to team up with San'an, a well established Chinese company that shares the same vision and passion for the CPV market," added Dr. Hou. "Our joint venture with San'an will enable EMCORE to leverage our existing resources, infrastructure and market presence to accelerate growth in the China and other global markets."

"China is accelerating development and deployment of solar energy resources," said Mr. Xiucheng Lin, Chairman of the Board of San'an. "The potential for CPV terrestrial systems over the next several years is enormous. Combining the advantages provided by San'an and EMCORE, the joint venture will have the capability of high-volume and low-cost manufacturing, the most advanced CPV technology and continued innovation. Suncore will play a key role in accelerating the market adoption and deployment of CPV solar power. I am very excited for the opportunities that lay ahead for this partnership with EMCORE."

About EMCORE:

EMCORE Corporation is a leading provider of compound semiconductor-based components, subsystems and systems for the fiber optics and solar power markets. EMCORE's Photonic Systems segment is the leading developer and manufacturer of fiber-optic systems and components for a wide range of commercial and military applications including microwave fiber-optic signal transmission and processing, satellite earth-stations, fiber-optic gyroscopes, and terahertz sensing. EMCORE's Fiber Optics segment offers optical components, subsystems and systems that enable the transmission of video, voice and data over high-capacity fiber optic cables for high-speed data and telecommunications, cable television (CATV) and fiber-to-the-premises (FTTP) networks. EMCORE's Solar Power segment provides solar products for satellite and terrestrial applications. For satellite applications, EMCORE offers high-efficiency compound semiconductor-based gallium arsenide (GaAs) solar cells, covered interconnect cells and fully integrated solar panels. For terrestrial applications, EMCORE offers concentrating photovoltaic (CPV) systems for utility scale solar applications as well as offering its high-efficiency GaAs solar cells and CPV components for use in solar power concentrator systems. For specific information about our company, our products or the markets we serve, please visit our website at http://www.emcore.com.

About San'an Optoelectronic Co Ltd:

San'an Optoelectronics Co. Ltd is the largest producer of LED epitaxial wafers and chips and a leader of CPV manufacture and deployment in China. As a publicly traded company listed on the Shanghai Stock Exchange (Stock code: 600703), San'an's current market capitalization is over $3 billion. San'an designs, manufactures, sells, and supports products including full wavelength range high-brightness LED chips and wafers, compound-semiconductor solar cells, and PIN photodiodes. It operates over 50,000 m2 facility in Xiamen, Fujian province, Tanjin, and Wuhu, Anhui province. Its annual LED production capacity has reached 650,000 wafers or 20 billion LED chips currently. The total number of installed MOCVD equipment for LED production will exceed 100 once it finishes the 3rd phase expansion in Tanjin. San'an's 1-MW CPV power plant in Qinghai p rovince represents the largest installation in China. For further information, please visit San'an's website at http://www.sanan-e.com.

Cautionary Statement Regarding Forward-Looking Statements:

This press release contains forward-looking statements based on certain assumptions and contingencies that involve risks and uncertainties. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and relate to EMCORE's performance and the performance of the Suncore joint venture on a going-forward basis. The forward-looking statements in this press release involve risks and uncertainties, which could cause actual results, performance or trends to differ materially from those expressed in the forward-looking statements herein or in previous disclosures. EMCORE believes that all forward-looking statements made by it have a reasonable basis, but there can be no assurance that management's expectations, beliefs or projections as expressed in the forward-looking s tatements will actually occur or prove to be correct. In addition to general industry and economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this press release include, but are not limited to: (i) the failure to consummate and successfully implement the transactions contemplated by the Joint Venture Agreement; (ii) purchasing patterns from customers and end-users; (iii) timely release of new products, and acceptance of such new products by the market; (iv) the introduction of new products by competitors and other competitive responses; and (v) other factors that could affect EMCORE's business, financial conditions and results of operations included in EMCORE's Annual Report on Form 10-K under the caption "Risk Factors," as updated by EMCORE's subsequent filings with the SEC, all of which are available at the SEC's website at http://www.sec.gov. You are caut ioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. EMCORE does not intend, and disclaims any obligation, to update any forward−looking information contained in this release or with respect to the announcements described herein.