form8-k.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
December
17, 2007
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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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:
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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
1.01 Entry
into a Material Definitive Agreement.
On
December 17, 2007, EMCORE Corporation (the “Company”) entered into an Asset
Purchase Agreement (the “Agreement”) with Intel Corporation
(“Seller”). Under the terms of the Agreement, the Company will
purchase certain of the assets of Seller and its subsidiaries relating to the
telecom portion of Seller’s Optical Platform Division for a purchase price of
$85 million, as adjusted based on an inventory true-up, plus specifically
assumed liabilities. The purchase price will be paid $75 million in
cash and $10 million in cash or common stock of the Company, at the Company’s
option.
The
Company and Seller each made certain representations, warranties and covenants
in the Agreement, including, among others, covenants by Seller to use
commercially reasonable efforts to preserve intact the assets to be transferred
to the Company and to refrain from taking certain non-ordinary course
transactions during the period before consummation of the
transaction.
Consummation
of the transaction is subject to certain conditions, including that governmental
approvals, including antitrust approvals, have been obtained. The
parties have agreed to enter into a transition services agreement under which
Seller will provide selected services to the Company for a limited period after
closing. The parties have also entered into an intellectual property
agreement under which Seller will license, subject to certain conditions,
certain related intellectual property to the Company in connection with the
Company’s use and development of the assets being transferred to
it.
The
Agreement contains termination rights for both the Company and Seller including
a provision allowing either party to terminate the Agreement if the transaction
has not been consummated by June 18, 2008.
Item
9.01 Financial
Statements and Exhibits.
(a) Financial
statements of business acquired.
The
financial statements required to be filed in connection with the acquisition
described in Item 1.01 above are not included herein. The Company
will file the required financial statements prior to March 1, 2008.
(b) Pro
forma financial information.
The
pro
forma financial information required to be filed in connection with the
acquisition described in Item 1.01 above are not included herein. The
Company will file the required pro forma financial information prior to March
1,
2008.
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 21, 2007
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By: /s/
Adam Gushard
Name:
Adam Gushard
Title: Interim
Chief Financial Officer
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