Filed Pursuant to Rule 424(b)(4)
Registration No. 333-65526
Prospectus Supplement No. 11
To Prospectus Dated August 31, 2001
$175,000,000
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EMCORE Corporation
5% Convertible Subordinated Notes Due 2006
and the Common Stock Issuable Upon Conversion of the Notes
This prospectus supplement relates to the resale by the selling
securityholders of 5% convertible subordinated notes due 2006 of EMCORE
Corporation and the shares of common stock, no par value, of EMCORE Corporation
issuable upon the conversion of the notes.
This prospectus supplement should be read in conjunction with the
prospectus dated August 31, 2001, and the prospectus supplements dated September
18, 2001, October 10, 2001, October 30, 2001, November 30, 2001, January 10,
2002, February 1, 2002, May 22, 2002, June 11, 2002, September 3, 2002 and
October 9, 2002, which are to be delivered with the prospectus supplement. All
capitalized terms used but not defined in this prospectus supplement shall have
the meanings given them in the prospectus.
The table below sets forth information as of the date hereof
concerning beneficial ownership of the notes of the selling securityholders as
listed below. All information concerning beneficial ownership has been furnished
by the selling securityholders.
Principal Amount of
Maturity of Notes Percentage of Number of Shares Percentage of
Beneficially Owned Notes of Common Stock Common Stock
Name that May be Sold Outstanding That May Be Sold(1) Outstanding(2)(3)
-------------------------------- ------------------- ------------- ------------------- -----------------
Salomon Brothers Asset $2,000,000(4) 1.1% 41,014 *
Management Inc.
399 Park Avenue, 4th Floor
New York, NY 10022
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* Less than 1%
(1) Assumes conversion of all the holder's notes at a conversion price of
$48.7629 per share of common stock. However, this conversion price will be
subject to adjustment as described in the accompanying prospectus under
"Description of Notes-Right of Conversion." As a result, the amount of
common stock issuable upon conversion of the notes may increase or decrease
in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 35,408,474
shares of common stock outstanding as of August 24, 2001. In calculating
this amount, we treated as outstanding the number of shares of common stock
issuable upon conversion of all of that particular holder's notes. However,
we did not assume the conversion of any other holder's notes.
(3) The amounts presented herein are in addition to those reported by the
selling securityholders in the accompanying prospectus dated August 31,
2001 and the accompanying prospectus supplements dated September 18, 2001,
October 10, 2001, October 30, 2001, November 30, 2001, January 10, 2002
February 1, 2002, May 22, 2002, June 11, 2002, September 30, 2002 and
October 9, 2002.
(4) Does not include $7,000,000 of notes previously registered by this selling
securityholder.
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INVESTING IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 10 OF THE ACCOMPANYING PROSPECTUS.
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is March 19, 2003.
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