As
filed with the Securities and Exchange Commission on March 10,
2006
Registration
No. 333-______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF
1933
EMCORE
CORPORATION
Exact
name of registrant as specified in its charter
|
New
Jersey
|
22-2746503
|
|
State
of Incorporation
|
IRS
Employer Identification No.
|
145
Belmont Drive
Somerset,
New Jersey 08873
Address
of principal executive offices, including Zip Code
EMCORE
CORPORATION
2000
STOCK OPTION PLAN
Full
Title of the Plan
Thomas
G. Werthan
EMCORE
Corporation
145
Belmont Drive
Somerset,
New Jersey 08873
Name
and Address of Agent for Service
(732)
271-9090
Registrant's
telephone number, including area code, of Agent for Service
CALCULATION
OF REGISTRATION FEE
|
Title
of Securities
to
be Registered
|
Amount
to be
Registered
(1)(2)
|
Proposed
Maximum
Offering
Price Per Share
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount
of
Registration
Fee
|
|
Common
Stock, without par value
|
2,500,000
|
$7.15
(3)
|
$
17,875,000
|
$
1,912.63
|
|
(1)
|
Plus
an indeterminate number of additional shares of Common Stock that
may be
offered and issued pursuant to stock dividends, stock splits, or
similar
transactions.
|
|
(2)
|
This
registration statement is being filed for purposes of registering
2,500,000 additional shares of Common Stock of EMCORE Corporation,
issuable pursuant to our 2000 Stock Option Plan, as amended and
restated
(the “Plan”). We have previously registered an aggregate 6,850,000
shares pursuant to registration statements on Form S-8 (File Nos.
333-37306, 333-60816, and 333-118076) under the Plan. The
registration fees for the previously registered shares were paid
at the
time that the previous registration statements were
filed.
|
|
(3)
|
Estimated
pursuant to Rule 457(h) of the General Rules and Regulations under
the
Securities Act of 1933, as amended (the “Securities Act”), for the purpose
of computing the registration fee, based on the average of the
high and
low sales price on the NASDAQ National Market on March 8,
2006.
|
EXPLANATORY
NOTE
Pursuant
to General Instruction E of Form S-8, the registrant, EMCORE Corporation
(the
“Registrant”), is filing this registration statement (“Registration Statement”)
with respect to the issuance of an additional 2,500,000 shares of its common
stock, no par value per share (the “Common Stock”), under the Plan.
On
May
18, 2000, May 11, 2001, and August 10, 2004, the Registrant filed registration
statements (the “Prior Registration Statements”) on Form S-8 (File Nos.
333-37306, 333-60816, and 333-118076, respectively) with respect to the
issuance
of an aggregate 6,850,000 shares of Common Stock under the Plan. The
contents of the Prior Registration Statements are hereby incorporated in
this
Registration Statement by reference.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in Part I will be sent
or given
to persons to whom the information is required to be given as specified
by Rule
428(b)(1) of the Securities Act. Such documents are not being filed with
the
Securities and Exchange Commission (the “Commission”) either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant
to
Rule 424 of the Securities Act. Such documents and the documents incorporated
by
reference in this Registration Statement pursuant to Item 3 of Part II
of this
Form, taken together, constitute a prospectus that meets the requirements
of
Section 10(a) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference.
The
following documents filed by the Registrant with the Commission are incorporated
herein by reference:
| (1) |
Registrant’s
Annual Report on Form 10-K for the fiscal year ended September
30,
2005.
|
| (2) |
Registrant’s
Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31,
2005.
|
| (3) |
Registrant’s
Current Reports on Form 8-K filed with the Commission on October
25, 2005;
November 16, 2005; January 19, 2006; February 2, 2006; February
17,
2006 (Items 1.01 and 9.01 only); and March 1, 2006; as well as the
Registrant's Amended Current Report on Form 8-K/A filed with
the
Commission on March 6, 2006.
|
| (4) |
The
Registrant’s Registration Statement on Form 8-A, filed with the Commission
on February 26, 1997 (File Number 0-22175) pursuant to Section
12(g) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
which incorporates by reference the description of the shares
of Common
Stock contained in the Registration Statement on Form S-1 (File
Number
333-18565) filed by the Registrant on December 23, 1996, as
amended by
Amendment No. 1 filed on February 6, 1997, Amendment No. 2
filed on
February 11, 1997 and Amendment No. 3 filed on February 24,
1997, and
declared effective by the Commission on March 6, 1997, and
any amendment
or report filed with the Commission for purposes of updating
such
description.
|
All
reports and other documents filed by the Registrant with the Commission
pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the
date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement, which indicates that all
securities
offered hereby have been sold or which deregisters all securities then
remaining
unsold, shall be deemed to be incorporated by reference herein and
to be part
hereof from the respective dates of filing of such reports and
documents.
Item
5. Interests of
Named
Experts and Counsel.
An
opinion concerning the validity of the issuance of shares of Common
Stock has
been passed upon for the Registrant by Howard W. Brodie, Esq.,
Executive Vice
President and Chief Legal Officer of the Registrant. See Exhibit
5.1 to this Registration Statement. As of March 10, 2006, Mr. Brodie had
options to purchase 260,000 shares of Common Stock, of which 105,345
shares were vested.
Item
8. Exhibits.
The
exhibits filed as part of this Registration Statement are as
follows:
|
Exhibit
No.
|
Description
|
|
4.1
|
2000
Stock Option Plan, as amended and restated on February
13, 2006
(incorporated by reference to Exhibit 10.1 of the Registrant’s Current
Report on Form 8-K filed on February 17, 2006).
|
|
4.2
|
Restated
Certificate of Incorporation, dated December
21, 2000 (incorporated by reference to Exhibit 3.1 of
the Registrant’s
Annual Report on Form 10-K for the fiscal year ended
September 30,
2000).
|
|
4.3
|
Amended
By-Laws, as amended through December 21, 2000 (incorporated
by reference
to Exhibit 3.2 of the Registrant’s Annual Report on Form 10-K for the
fiscal year ended September 30, 2000).
|
|
Opinion
of Howard W. Brodie, Esq.*
|
|
|
23.1
|
Consent
of Howard W. Brodie, Esq. (included in Exhibit 5.1 to
this Registration
Statement).*
|
|
Consent
of Deloitte & Touche LLP.*
|
|
|
24.1
|
Power
of Attorney (included on signature page).*
|
*
Filed herewith.
SIGNATURE
Pursuant
to the requirements of the Securities Act, the Registrant certifies
that it has
reasonable grounds to believe that it meets all of the requirements
for filing
on Form S-8 and has duly caused this Registration Statement to be
signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Somerset,
State of New Jersey, on this 10th day of March,
2006.
| EMCORE CORPORATION | |
|
By: /s/
Thomas G. Werthan
Thomas
G. Werthan
Chief
Financial Officer
|
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints and hereby
authorizes Reuben F. Richards, Jr. and Thomas G. Werthan, severally, such
person’s true and lawful attorneys-in-fact, with full power of substitution or
resubstitution, for such person and in his name, place and stead, in any
and all
capacities, to sign on such person’s behalf, individually and in each capacity
stated below, any and all amendments, including post-effective amendments
to
this Registration Statement and to sign any and all additional registration
statements relating to the same offering of securities as this Registration
Statement that are filed pursuant to Rule 462(b) of the Securities Act, and
to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission granting unto said attorneys-in-fact, full
power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement on
Form
S-8 has been signed by the following persons in the capacities and on the
date
indicated.
|
SIGNATURE
|
TITLE
|
DATE
|
|
|
/s/
Thomas
J. Russell
|
Chairman
of the Board and Director
|
March
10, 2006
|
|
|
Thomas
J. Russell
|
|||
|
/s/
Reuben F. Richards, Jr.
|
President,
Chief Executive Officer, and Director
|
March
10, 2006
|
|
|
Reuben
F. Richards, Jr.
|
(Principal
Executive Officer)
|
||
|
/s/
Thomas
G. Werthan
|
Executive
Vice President, Chief Financial Officer, and Director
|
March
10, 2006
|
|
|
Thomas
G. Werthan
|
(Principal
Accounting and Financial Officer)
|
||
|
/s/
Richard
A. Stall
|
Executive
Vice President, Chief Technology Officer, and Director
|
March
10, 2006
|
|
|
Richard
A. Stall
|
|||
|
/s/
Robert
Bogomolny
|
Director
|
March
10, 2006
|
|
|
Robert
Bogomolny
|
|||
|
/s/
John Gillen
|
Director
|
March
10, 2006
|
|
|
John Gillen
|
|||
|
/s/
Robert
Louis-Dreyfus
|
Director
|
March
10, 2006
|
|
|
Robert
Louis-Dreyfus
|
|||
|
/s/
Charles
T. Scott
|
Director
|
March
10, 2006
|
|
|
Charles
T. Scott
|
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
4.1
|
2000
Stock Option Plan, as amended and restated on February 13, 2006
(incorporated by reference to Exhibit 10.1 of the Registrant’s Current
Report on Form 8-K filed on February 17, 2006).
|
|
4.2
|
Restated
Certificate of Incorporation, dated December
21, 2000 (incorporated by reference to Exhibit 3.1 of the Registrant’s
Annual Report on Form 10-K for the fiscal year ended September
30,
2000).
|
|
4.3
|
Amended
By-Laws, as amended through December 21, 2000 (incorporated by
reference
to Exhibit 3.2 of the Registrant’s Annual Report on Form 10-K for the
fiscal year ended September 30, 2000).
|
|
Opinion
of Howard W. Brodie, Esq.*
|
|
|
23.1
|
Consent
of Howard W. Brodie, Esq. (included in Exhibit 5.1 to this Registration
Statement).*
|
|
Consent
of Deloitte & Touche LLP.*
|
|
|
24.1
|
Power
of Attorney (included on signature page).*
|
*
Filed herewith.