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
November
10, 2005
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 No.
|
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
1.01. Entry
into a
Material Definitive Agreement.
On
November 10, 2005, EMCORE Corporation ("EMCORE" or the "Company") entered
into
an Exchange Agreement (the "Agreement") with Alexandra Global Master Fund
Ltd.
("Alexandra") to exchange $14,425,000 aggregate principal amount of the
Company’s outstanding Convertible Subordinated Notes due May 15, 2006 (the
“Existing 2006 Notes”) for $16,580,460 aggregate principal amount of newly
issued Convertible Senior Subordinated Notes due May 15, 2011 (the “New 2011
Notes”). The
terms
of the New 2011 Notes are identical in all material respects
to EMCORE’s existing 5% Convertible Senior Subordinated Notes due May 15,
2011, which were issued by the Company on February 24, 2004 (the "Existing
2011
Notes"). The New 2011 Notes are ranked pari passu with the
Existing 2011 Notes.
The
New
2011 Notes will be convertible at any time prior to maturity, unless previously
redeemed or repurchased by EMCORE, into the shares of the Company's common
stock, no par value ("Common Stock"), at the conversion rate of 124.0695
shares
of Common Stock per $1,000 principal amount. The effective conversion rate
is $8.06 per share of common stock. As a result of this transaction,
EMCORE will recognize a non-cash loss in the first quarter of fiscal 2006
related to the early extinguishment of debt equal to $2,155,460.
The
Existing 2006 Notes to be exchanged by Alexandra represent approximately
91.4%
of the $15,775,000 total amount of Existing 2006 Notes outstanding. EMCORE
intends to redeem for cash the remaining $1,350,000 of Existing 2006 Notes
on or
before the May 15, 2006 maturity date.
This
transaction with Alexandra is expected to close on or about November 16,
2005. A copy of the Agreement, as well as the applicable Note and
Indenture Agreement, will be filed as exhibits to the Company's Annual
Report on
Form 10-K for the fiscal year ending September 30, 2005.
The
information set forth in this Item 1.01 also is incorporated
by reference under Items 2.03 and 3.02, below.
Item
2.03. Creation
of a
Direct Financial Obligation.
See
Item
1.01, “Entry into a Material Definitive Agreement,” above.
EMCORE
will pay interest on the New 2011 Notes semi-annually in cash on May 15
and
November 15 of each year. Interest will begin to accrue on the closing
date of the exchange.
Events
of
default under the Indenture that may accelerate the payment obligations
under
the New 2011 Notes include: failure to pay principal or premium when due,
failure to pay interest if such failure continues for 30 days, failure
to
perform any other covenant required of EMCORE if such failure continues
for 60
days after notice is given in accordance with the Indenture Agreement,
failure
to pay the purchase price of any note when due, failure to provide timely
notice
of a change of control, or certain events in bankruptcy, insolvency or
reorganization of EMCORE.
Item
3.02. Unregistered
Sales
of Equity Securities.
See
Item
1.01, “Entry into a Material Definitive Agreement,” above.
The
exchange of the Existing 2006 Notes for the New 2011 Notes was made to
an
“accredited investor,” as that term is defined under Rule 501 under the
Securities Act of 1933, as amended (the “Securities Act”). The offer and
sale was made pursuant to Rule 506 of Regulation D under the Securities
Act, and
without registration under the Securities Act, in reliance on the exemption
provided thereby. EMCORE relied upon the representations, warranties, and
agreements of Alexandra, including its agreement with respect to restrictions
on
resale, in support of the satisfaction of the conditions of such
exemption.
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 | |
|
By: /s/
Thomas G. Werthan
Thomas
G. Werthan
Chief
Financial Officer
|
Dated: November
15,
2005