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 27,
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 27, 2005, EMCORE Corporation (the "Registrant") entered into a Purchase
Agreement with JDS Uniphase Corporation, a Delaware corporation ("JDS
Uniphase"), providing for the purchase of certain assets and assumption of
certain liablities regarding JDS
Uniphase's analog cable TV and radio frequency over fiber specialty
businesses. The transaction closed on the same
day.
EMCORE paid JDS Uniphase $1.5 million at closing, and agreed to
purchase between $2.8 million and $3.8 million of components and parts for use
in the manufacture of the acquired products over the next two years.
EMCORE also assumed some open purchase orders for inventory components, and will
pay JDS Uniphase a royalty on licensed intellectual property. The acquired
product lines include: hybrid fiber coaxial (HFC) 1550-nm broadcast
transmitters, in both legacy and linearized optical modulated designs, to link
between cable network headends and hubs, 1310-nm transmitters linking cable
network hubs and nodes, 1550-nm DWDM quadrature amplitude modulation (QAM)
transmitters, associated analog receivers, amplifiers for extending fiber
network reach for FTTX applications, and radio frequency (RF) and microwave over
fiber specialty products for defense and satellite communications.
A
copy of the Purchase Agreement is attached as Exhibit 2.1 to this Current
Report, and is incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits
|
Exhibit No. |
Description |
| Purchase Agreement, dated as of May 27, 2005, between JDS Uniphase Corporation and EMCORE Corporation. |
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: June 3,
2005
EXHIBIT
INDEX
|
Exhibit No. |
Description |
| Purchase Agreement, dated as of May 27, 2005, between JDS Uniphase Corporation and EMCORE Corporation. |