UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
EMCORE CORPORATION
(Name of Subject Company (Issuer))
EMCORE CORPORATION
(Name of Filing Person (Offeror))
OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $.01 PER SHARE,
HELD BY CERTAIN OPTION HOLDERS
UNDER THE EMCORE CORPORATION 2000 STOCK OPTION PLAN AND
1995 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
(Title of Class of Securities)
290846104
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Thomas G. Werthan
EMCORE Corporation
145 Belmont Drive
Somerset, NJ 08873
(732) 271-9090
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing person)
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$6,486,305 $597
========== ====
*Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 3,450,162 shares of common stock of EMCORE
Corporation, having an aggregate value of $1.88 as of September 23, 2002, will
be exchanged pursuant to this offer. The aggregate value of such options was
calculated based on the current market price of the shares of common stock
subject to such options. The amount of the filing fee, calculated in accordance
with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals
..000092 of the value of the transaction.
[_] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
Filing party: Not applicable.
Date filed: Not applicable.
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. [_]
INTRODUCTORY STATEMENT
This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to our
offer to exchange certain options to purchase shares of our common stock held by
our optionees for new options to purchase shares of our common stock at a per
share exercise price equal to the closing price of one share of our common stock
on the date of grant upon the terms and subject to the conditions in the Offer
to Exchange dated September 30, 2002 attached hereto as Exhibit (a)(1) (the
"Offer to Exchange") and the related Letter of Transmittal attached hereto as
Exhibit (a)(2) (the "Letter of Transmittal").
The information in the Offer to Exchange and the Letter of Transmittal is
incorporated herein by reference in answer to all applicable items in this
Schedule TO, except as otherwise set forth below.
Item 1. Summary Term Sheet.
The information set forth under "Summary Term Sheet" in the Offer to Exchange is
incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the issuer is EMCORE Corporation, a New Jersey corporation
(the "Company"), the address of its principal executive offices is 145
Belmont Drive, Somerset, NJ 08873, and the telephone number of its
principal executive offices is (732) 271-9090. The information set
forth in the Offer to Exchange under Section 9 ("Information About
EMCORE Corporation") is incorporated herein by reference.
(b) This Schedule TO relates to an offer by the Company to exchange certain
options (the "Options") outstanding under the EMCORE Corporation 2000
Stock Option Plan (as amended, the "2000 Plan") and the EMCORE
Corporation 1995 Incentive and Non-Statutory Stock Option Plan (as
amended, the "1995 Plan" and, together with the 2000 Plan, the "Plan")
to purchase shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), for new options (the "New Options") to
purchase shares of the Common Stock to be granted under the Plan under
which the options were initially issued, all upon the terms and subject
to the conditions described in the Offer to Exchange and the related
Letter of Transmittal (the Letter of Transmittal together with the
Offer to Exchange, as they may be amended from time to time, as well as
the cover letter accompanying the Offer to Exchange, are referred to
herein as the "Offer"). The number of shares of Common Stock subject to
the New Options will be equal to the number of shares of Common Stock
subject to the Options that are accepted for exchange and canceled, as
adjusted for any stock splits, stock dividends and similar events. The
Company estimates that Options covering 3,450,162 shares of Common
Stock are eligible for exchange pursuant to the Offer. All references
to the "Plan" herein shall be deemed to be references to the 1995 Plan
or 2000 Plan, as applicable. Except as described herein, the terms of
the 1995 Plan and 2000 Plan are substantially identical. The
information set forth in the Offer to Exchange under "Summary Term
Sheet," Section 1 ("Number of Options; Expiration Date"), Section 5
("Acceptance of Options for Exchange and Cancellation and Issuance of
New Options") and Section 8 ("Source and Amount of Consideration; Terms
of New Options") is incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under Section 7
("Price Range of Common Stock") is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) The information set forth under Item 2(a) above and the information set
forth in Schedule A to the Offer to Exchange is incorporated herein by
reference.
Item 4. Terms of the Transaction.
(a) The information set forth in the Offer to Exchange preceding the
"Summary Term Sheet" and under "Summary Term Sheet," Section 1 ("Number
of Options; Expiration Date"), Section 3 ("Procedures"), Section 4
("Change in Election"), Section 5 ("Acceptance of Options for Exchange
and Cancellation and Issuance of New Options"), Section 6 ("Conditions
of the Offer"), Section 8 ("Source and Amount of Consideration; Terms
of New Options"), Section 11 ("Status of Options Acquired by Us in the
Offer; Accounting Consequences of the Offer"), Section 12 ("Legal
Matters; Regulatory Approvals"), Section 13 ("Certain Federal Income
Tax Consequences") and Section 14 ("Extension of Offer; Termination;
Amendment") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 10
("Interests of Directors and Officers; Transactions and Arrangements
About the Options") is incorporated herein by reference.
Item 5. Past Contracts, Transactions, Negotiations and Arrangements.
(e) The information set forth in the Offer to Exchange under Section 8
("Source and Amount of Consideration; Terms of New Options"), and
Section 10 ("Interests of Directors and Officers; Transactions and
Arrangements About the Options") is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) The information set forth in the Offer to Exchange under Section 2
("Purpose of the Offer") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 5
("Acceptance of Options for Exchange and Cancellation and Issuance of
New Options") and Section 11 ("Status of Options Acquired by Us in the
Offer; Accounting Consequences of the Offer") is incorporated herein by
reference.
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(c) The information set forth in the Offer to Exchange under Section 2
("Purpose of the Offer") is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The information set forth in the Offer to Exchange under Section 8
("Source and Amount of Consideration; Terms of New Options") and
Section 15 ("Fees and Expenses") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 6
("Conditions of the Offer") is incorporated herein by reference.
(d) Not applicable.
Item 8. Interest in Securities of the Subject Company.
(a) The information set forth in the Offer to Exchange under Section 10
("Interests of Directors and Officers; Transactions and Arrangements
About the Options") and Schedule A to the Offer to Exchange is
incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 10
("Interests of Directors and Officers; Transactions and Arrangements
About the Options") is incorporated herein by reference.
Item 9. Person/Assets, Retained, Employed, Compensated or Used.
(a) Not applicable.
Item 10. Financial Statements.
(a) The Company incorporates by reference the Company's consolidated
financial statements set forth under Item 8 in the Company's Annual
Report on Form 10-K for the year ended September 30, 2001, and the
Company's condensed consolidated financial statements set forth under
Item 1 of Part I in the Company's Quarterly Reports on Form 10-Q for
the quarterly periods ended December 31, 2001, March 31, 2002 and June
30, 2002, each as filed by the Company with the SEC. The Company also
incorporates by reference the information set forth in the Offer to
Exchange under Section 9 ("Information About EMCORE Corporation") and
Section 16 ("Additional Information").
(b) Not applicable.
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Item 11. Additional Information.
(a) The information set forth in the Offer to Exchange under Section 10
("Interests of Directors and Officers; Transactions and Arrangements
About the Options") and Section 12 ("Legal Matters; Regulatory
Approvals") is incorporated herein by reference.
(b) Not applicable.
Item 12. Exhibits.
(a) (1) Offer to Exchange, dated September 30, 2002.
(2) Form of Letter of Transmittal.
(3) Form of Letter to Eligible Option Holders.
(4) Form of Letter to Tendering Option Holders.
(5) Form of E-mail Letter to Emcore Employees.
(b) Not applicable.
(d) (1) EMCORE Corporation 2000 Stock Option Plan*
(2) EMCORE Corporation 1995 Incentive and Non-Statutory Stock
Option Plan**
(g) Not applicable.
(h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
(a) Not applicable.
-------------------
* Incorporated by reference to EMCORE Corporation's Registration Statement on
Form S-8 (No. 333-37306) filed with the SEC on May 18, 2000.
** Incorporated by reference to EMCORE Corporation's Registration Statement on
Form S-1/A (No. 333-18565) filed with the SEC on February 6, 1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule TO is true, complete and correct.
EMCORE CORPORATION.
By: /s/ Thomas G. Werthan
---------------------
Name: Thomas G. Werthan,
Title: Chief Financial Officer
Date: September 27, 2002
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INDEX TO EXHIBITS
Exhibit Number Description
(a)(1) Offer to Exchange, dated September 30, 2002.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Letter to Eligible Option Holders.
(a)(4) Form of Letter to Tendering Option Holders.
(a)(5) Form of E-mail Letter to Emcore Employees.
(d)(1) EMCORE Corporation 2000 Stock Option Plan*
(d)(2) EMCORE Corporation 1995 Incentive and Non-Statutory Stock
Option Plan **
-------------------
* Incorporated by reference to EMCORE Corporation's Registration Statement on
Form S-8 (No. 333-37306) filed with the SEC on May 18, 2000.
** Incorporated by reference to EMCORE Corporation's Registration Statement on
Form S-1/A (No. 333-18565) filed with the SEC on February 6, 1997.
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