0001140361-11-030837.txt : 20110602 0001140361-11-030837.hdr.sgml : 20110602 20110601175835 ACCESSION NUMBER: 0001140361-11-030837 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110531 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20110602 DATE AS OF CHANGE: 20110601 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22175 FILM NUMBER: 11886272 BUSINESS ADDRESS: STREET 1: 10420 RESEARCH ROAD, SE CITY: ALBUQUERQUE STATE: NM ZIP: 87123 BUSINESS PHONE: 505-332-5000 MAIL ADDRESS: STREET 1: 10420 RESEARCH ROAD, SE CITY: ALBUQUERQUE STATE: NM ZIP: 87123 8-K 1 form8k.htm EMCORE CORP 8-K 5-31-2011 form8k.htm
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
 
May 31, 2011
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 3.02
Unregistered Sales of Equity Securities.

On April 26, 2011, EMCORE Corporation  (the “Company”) filed a Current Report on Form 8-K reporting that it had entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Shanghai Di Feng Investment Co. Ltd. (the “Investor”), pursuant to which the Company proposed to issue and sell an aggregate of 4,407,603 shares of its common stock, no par value (the “Shares”) for a purchase price of $2.19 per share to the Investor in a private placement transaction. 

On May 31, 2011, the Company completed the issuance and sale of the Shares for an aggregate of $9,652,650, pursuant to the Purchase Agreement.

The Shares were offered solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”), in reliance on the exemptions from registration afforded by Section 4(2) of the Act.

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: June 1, 2011
  
By:
/s/ Hong Q. Hou
  
         
         
   
Name:
Hong Q. Hou
  
   
Title:
Chief Executive Officer