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
May 18,
2005
Date
of Report (Date of earliest event reported)
EMCORE
CORPORATION
Exact
name of registrant as specified in its charter
|
New Jersey |
0-22175 |
22-2746503 |
|
State of Incorporation |
Commission File Number |
IRS Employer Identification No. |
145
Belmont Drive, Somerset, New Jersey, 08873
Address
of principal executive offices, including Zip Code
(732)
271-9090
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:
o Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01. Entry into a Material
Definitive Agreement.
On May
18, 2005, the Compensation Committee (the “Compensation Committee”) of the Board
of Directors of EMCORE Corporation (the “Company”) voted to award bonuses to the
Company’s Named Executive Officers (as defined in Item 402(a)(3) of
Regulation S-K promulgated by the Securities and Exchange Commission) in
respect of the officers’ and the Company’s performance for the fiscal year ended
September 30, 2004 and for the first half of fiscal year 2005. The bonus
payments were consistent with the Company’s compensation policy and were based
on several factors, including the Company’s financial performance over the past
fiscal year and achievement of certain corporate and strategic objectives. The
Compensation Committee awarded cash bonuses as follows:
Name and Title |
Bonus Amount |
|||
Reuben F. Richards, Jr., Chief Executive Officer |
$ |
225,000 |
||
Scott T. Massie, Chief Operating Officer |
$ |
93,750 |
||
Thomas G. Werthan, Chief Financial Officer |
$ |
75,000 |
||
Dr. Richard A. Stall, Chief Technology Officer |
$ |
75,000 |
||
Howard W. Brodie, Chief Legal Officer |
$ |
75,000 |
On May
18, 2005, the Compensation Committee also awarded incentive stock options for
the purchase of the Company’s common stock to its Named Executive Officers
pursuant to the EMCORE Corporation 2000 Stock Option Plan. The bonus payments
were consistent with the Company’s compensation policy and were based on several
factors, including the Company’s financial performance over the past fiscal year
and achievement of certain corporate and strategic objectives. The Compensation
Committee awarded incentive stock options as follows:
Name and Title |
Shares Underlying Stock Option Grants |
|||
Reuben F. Richards, Jr., Chief Executive Officer |
300,000 |
|||
Scott T. Massie, Chief Operating Officer |
67,500 |
|||
Thomas G. Werthan, Chief Financial Officer |
60,000 |
|||
Dr. Richard A. Stall, Chief Technology Officer |
45,000 |
|||
Howard W. Brodie, Chief Legal Officer |
45,000 |
The exercise price for each of these option grants is $3.42 per share (the closing price of the Company’s common stock on the Nasdaq National Market on May 18, 2005). Each option grant vests 25% per year with the first tranche vesting on May 18, 2006, resulting in the grant fully vesting after four years. The options expire ten (10) years from the date such option was granted.
Each of
the Named Executive Officers is employed “at will.”
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 | |
|
By: /s/ Thomas G. Werthan
Thomas G. Werthan
Chief Financial
Officer |
Dated:
May 23, 2005