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
Date of Report (Date of earliest event reported): November 3, 2003
EMCORE CORPORATION
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(Exact name of Registrant as specified in its charter)
New Jersey 0-22175 22-2746503
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
145 Belmont Drive
Somerset, New Jersey 08873
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 271-9090
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N/A
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(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
(a) As described in the Current Report on Form 8-K, filed November 18,
2003 (the "November 8-K") by EMCORE Corporation ("EMCORE" or the
"Company"), on November 3, 2003, EMCORE sold its TurboDisc Metal
Organic Chemical Vapor Deposition ("MOCVD") business to Veeco
Compound Semiconductor Inc. f/k/a Veeco St. Paul Inc., a wholly
owned subsidiary of Veeco Instruments Inc. ("Veeco") in a
transaction valued at up to $80,000,000. The purchase price was
$60,000,000 in cash at closing, and up to an additional
$20,000,000 over the next two years. EMCORE will receive 50% of
all revenues from this business over $40 million in each of the
next two years, beginning January 1, 2004, to an aggregate maximum
payout of $20 million. The purchase price was determined through
arms-length negotiation. The transaction includes the assets,
products, product warranty liabilities, hardware-related
technology and intellectual property used primarily in the
operation of this business, including the business unit's
facilities located in Somerset, New Jersey. Approximately 120
employees of Emcore involved in the TurboDisc business became
employees of Veeco.
The full details of the acquisition are set forth in the Asset
Purchase Agreement, dated as of November 3, 2003, by and among
Veeco St. Paul Inc., Veeco Instruments Inc. and EMCORE
Corporation, a copy of which is annexed to the November 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information.
Pursuant to paragraph (b) (1) of Form 8-K, EMCORE Corporation is
furnishing pro forma financial information in Exhibit 99.1,
incorporated herein by reference.
(c) Exhibits.
The following Exhibit is filed as part of this report:
Exhibit 99.1 EMCORE Corporation pro forma unaudited condensed
consolidated balance sheet as of September 30, 2003
and the related statement of operations for the
year then ended.
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.
EMCORE CORPORATION
Date: January 21, 2004 By: /s/ Tom Werthan
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Name: Thomas G. Werthan
Title: Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
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99.1 EMCORE Corporation pro forma unaudited condensed
consolidated balance sheet as of September 30, 2003 and the
related statement of operations for the year then ended.