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
August 18,
2008
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, New Mexico 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
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On August
7, 2008, the Board of Directors of EMCORE Corporation (“EMCORE” or the
“Company”) appointed John M. Markovich, 52, as Chief Financial Officer,
effective August 18, 2008.
Reporting
to Dr. Hong Hou, CEO, Mr. Markovich will be responsible for the Company’s
finance, accounting, financial planning, treasury, tax and investor relations
functions. Mr. Markovich has over 15 years experience as a chief
financial officer for both public and private technology
companies. Since July 2007, he served as Executive Vice President and
Chief Financial Officer of Energy Innovations, Inc. From December
2004 to July 2007, he served as Chief Financial Officer of Orqis Medical
Corporation, and from October 2002 to June 2003 he was Chief Financial Officer
of Pictos Technologies, Inc.
Mr.
Markovich will be paid an annual base salary of $300,000 and will be eligible
for a bonus to be determined, based on a target of $150,000 and on Company and
individual performance, pursuant to the Company’s fiscal year 2009 Bonus
Plan.
Mr.
Markovich has been granted options to purchase 475,000 shares of EMCORE common
stock pursuant to the EMCORE Corporation 2000 Stock Option Plan (the
“Plan”). The options will vest in equal amounts over 5 years and will
expire on August 18, 2018. The exercise price of the options was the
closing price of EMCORE common stock on August 18, 2008, Mr. Markovich’s first
day of employment with the Company.
In
addition, if performance metrics are met, the Company has agreed that it would
recommend to the Compensation Committee of its Board of Directors that Mr.
Markovich be granted options to purchase 125,000 shares of EMCORE common stock
in the second calendar quarter of 2010 as a performance based
award. If granted, these options would vest equally over 4 years and
expire 10 years after the grant date, and the exercise price of these options
would be the closing price of EMCORE common stock on the grant date, as
determined pursuant to the Plan.
Mr.
Markovich will also be reimbursed for relocation expenses and will be eligible
to participate in other employee benefit plans that are generally available to
EMCORE employees.
Adam
Gushard, the Company’s Interim Chief Financial Officer, will remain with EMCORE
as Vice President, Finance, reporting to Mr. Markovich.
A press
release related to Mr. Markovich’s appointment is attached as Exhibit 99.1 to
this Current Report on Form 8-K.
ITEM 9.01 Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit
Number
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Description
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99.1
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Press
Release, dated August 18, 2008, 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:
August 19, 2008
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By: /s/
Hong Q. Hou,
Ph.D.
Name:
Hong Q. Hou, Ph.D.
Title:
Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
Release, dated August 18, 2008, issued by EMCORE
Corporation.
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