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
December
14, 2006
Date
of Report (Date of earliest event reported)
EMCORE
CORPORATION
Exact
Name of Registrant as Specified in its Charter
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New
Jersey
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0-22175
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22-2746503
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State
of Incorporation
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Commission
File Number
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IRS
Employer Identification Number
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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EMCORE
Corporation (the “Company”) announced today that Dr. Hong Q. Hou, 42, has been
appointed as President and Chief Operating Officer of the Company effective
December 14, 2006. Dr. Hou also was elected to the Company’s Board of Directors
on December 14, 2006 as a Class C Director. Dr. Hou has been an employee
of the
Company for approximately 8-1/2 years and for the past two years has been
responsible for managing the CATV and analog product business of the Company.
Dr. Hou will report to Reuben F. Richards, Jr., the Chief Executive Officer,
and
all operational vice presidents of the Company will report directly to Dr.
Hou.
The
Company also reported that Mr. Richards will continue to serve as Chief
Executive Officer until the Company’s Annual Meeting in 2008, at which time he
will become Chairman of the Board of Directors and Dr. Thomas Russell, the
current Chairman, will become Chairman Emeritus and Lead Director. The Board
of
Directors has offered Dr. Hou the position of Chief Executive Officer after
Mr.
Richards becomes Chairman. Scott T. Massie, an Executive Vice President and
the
Chief Operating Officer of the Company, has resigned as an officer of the
Company effective December 14, 2006 and will leave the Company effective
December 29, 2006. A copy of the press release announcing these developments
is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The
Company further reported that after ten years of service on the Board, on
December 18, 2006 Dr. Richard A. Stall resigned his seat on the Board. Dr.
Stall
advised the Board that with the election of Dr. Hou, the Board will continue
to
have a strong technically advanced director, as well as another inside director,
and that accordingly this would be an opportunity for him to devote himself
100
percent to his operating role. Dr. Stall stated that he fully supports Dr.
Hou’s
election to the Board and has no disagreements with the Board that would
lead
him to resign. Dr. Stall clarified that he remains EMCORE's Chief Technology
Officer, Executive Vice President, and General Manager of the EMCORE Solar
Power
division.
Dr.
Hou’s
annual base salary has been increased from $227,000 to $400,000 effective
December 14, 2006. He also will be eligible for the Company’s 2007 Executive
Bonus Plan providing him the opportunity to earn a bonus for the Company’s 2007
fiscal year ending September 30, 2007 equal to 80% of his base salary based
on
both Company-wide performance parameters and individual performance as
determined by the Compensation Committee of the Board of Directors. The Company
expects that the 2007 Executive Bonus Plan will be adopted within the next
several months. Additionally, the Compensation Committee granted Dr. Hou
options
to purchase 245,000 shares of the Company’s common stock under the Company’s
2000 Stock Option Plan (the “Plan”) at an exercise price of $5.76 per share,
which was the Fair Market Value (as defined in the Plan) of a share of the
Company’s common stock on December 14, 2006, the date of the option grant to Dr.
Hou. The Compensation Committee also approved an additional grant of options
to
purchase 255,000 shares of the Company’s common stock to be made in calendar
year 2007 subject to compliance with the provisions of the Plan, including
a
limit on awards to any individual of no more than 300,000 shares per 12-month
period. The exercise price of the options to be granted in 2007 will be the
Fair
Market Value of a share of the Company’s common stock on the grant date in 2007.
The
initial options grant for 245,000 shares vested on the date of grant, December
14, 2006. The options
to be granted in 2007 will vest in four equal installments over four years
with
the first 25 percent vesting in 2008 on the one-year anniversary of the date
of
grant, and are subject to the terms and conditions of the Plan. A copy Dr.
Hou’s
offer letter describing the terms of his compensation is attached hereto
as
Exhibit 10.1 and is incorporated herein by reference.
In
connection with his departure, Mr. Massie entered into an Agreement and Release
with the Company dated as of December 19, 2006 (the “Severance Agreement”)
specifying his severance benefits and releasing the Company from certain
claims.
The Severance
Agreement requires the Company to pay Mr. Massie $310,000 (equal to 62 weeks
of
his salary), less applicable withholdings and deductions, in a lump-sum payment
to be made as soon as practicable following June 29, 2006. Additionally,
to the
extent Mr. Massie elects COBRA continuation coverage under the Company’s health
plans, the Company also is obligated to pay the portion of the COBRA premiums
up
to a maximum of 62 weeks that the Company would have otherwise paid assuming
Mr.
Massie were an active employee of the Company during such time. Also, until
the
lump sum severance payment is made, the Company will pay Mr. Massie’s portion of
the COBRA premiums, which total amount of premiums will then be deducted
from
Mr. Massie’s lump sum severance payment. A copy of Mr. Massie’s Severance
Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by
reference.
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective
December 14, 2006, in connection with the appointment of Dr. Hou, the Board
amended various provisions of the Company’s By-Laws to immediately separate the
officer positions of Chief Executive Officer and President, to establish
a
corporate officer to hold the title of Chairman of the Board following the
annual meeting of the Company’s shareholders in 2008 and to set forth the
separate roles of the Chairman, the Chief Executive Officer and the President.
The amendments provide that one person may hold two or more corporate offices,
and that the Chairman of the Board must be a director of the Company. They
further provide that following the annual meeting of the Company’s shareholders
in 2008, the Chairman will have responsibility for the strategy and policy
of
the Company, and unless otherwise directed by the Board, the Chief Executive
Officer will be subject to the authority and supervision of the Chairman.
They
also provide that the Chief Executive Officer will have responsibility for
the
business and affairs of the Company. The amended By-Laws provide that all
other
executive officers, including the President, will be subject to the authority
and supervision of the Chief Executive Officer unless otherwise directed
by the
Board. The amendments also give the President responsibility for the business
and affairs of the Company, subject to the authority of the Chief Executive
Officer and the Board. All non-executive officers are subject to the authority
and supervision of the President unless otherwise directed by the Board.
A
complete copy of the By-Laws, reflecting such amendments, is included as
Exhibit
3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit
Number
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Description
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3.1
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Amended
By-Laws of EMCORE Corporation
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10.1
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Offer
Letter to Dr. Hong Hou
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10.2
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Massie
Severance Agreement
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99.1
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Press
Release, dated December 20, 2006, issued by EMCORE
Corporation.
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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.
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EMCORE
CORPORATION
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Dated:
December 20, 2006
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By: /s/
Thomas G. Werthan
Name:
Thomas G. Werthan
Title:
Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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3.1
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Amended
By-Laws of EMCORE Corporation
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10.1
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Offer
Letter to Dr. Hong Hou
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10.2
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Massie
Severance Agreement
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99.1
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Press
Release, dated December 20, 2006, issued by EMCORE
Corporation.
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