UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
February
28, 2006
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
February 13, 2006, Mr. Reuben Richards, President and Chief Executive
Officer of
EMCORE Corporation (the "Company"), tendered 139,485 shares of Company
common
stock, no par value, (the "Common Stock") in partial payment of the
$3.00
million full recourse, interest bearing, secured, five-year promissory note
made by the Company to Mr. Richards on February 22, 2001, as amended
on May 23,
2003 (the "Note"). Principal plus accrued interest on the Note totaled
approximately $3.83 million. The Compensation Committee of the Company's
Board of Directors (the "Compensation Committee") specifically approved the
tender of shares, as permitted by the Note, at the price of $8.25 per
share,
which was the closing price of the Common Stock on February 13.
On
February 28, 2006, the Compensation Committee resolved to forgive
the remaining
balance of the Note (approximately $2.68 million), effective as of
March 10,
2006. Mr. Richards’ tender of Common Stock on February 13 will be accepted
as full payment and satisfaction of the Note, including principal
and accrued
interest. Mr. Richards agreed to pay all income taxes incurred as a result
of such loan forgiveness. The Company estimates that Mr. Richards’s tax
liability will be approximately $1.18 million, which is in addition
to the
approximately $1.15 million in stock tendered to the Company on February
13.
The
purpose of the loan in February 2001 was to avoid the necessity of
Mr. Richards
selling shares of the Company’s stock during periods of market volatility given
his position with the Company, and was viewed at the time to be in
the best
interests of the Company and its stockholders. In
considering this matter, the Compensation Committee carefully considered
Mr.
Richards’ past performance, including the recent appreciation in the stock
price
and the Company’s improved financial performance, the facts and circumstances
surrounding the loan, Mr. Richards’ current compensation, Mr. Richards’
willingness to repay a portion of the Note and all resulting taxes,
and the
desire to retain Mr. Richards’ continued service to the Company.
Additionally,
the Compensation Committee resolved to accelerate
and vest the final tranche of each of the incentive stock option
("ISO") grants
made in fiscal years 2004 and 2005 to Mr. Richards, which constitute
a combined
accelerated vesting of 111,250 shares.
The
Compensation Committee met several times between February 13 and
February 28 to
consider and discuss this matter. The Committee reviewed several
alternatives, and considered the approach adopted (as described herein)
to be in
the best interests of the Company and its shareholders. The Company
expects to record a one-time, non-cash charge of approximately $2.68
million in
the second fiscal quarter for the partial forgiveness of the Note,
plus a
non-cash charge of approximately $0.27 million in stock-based compensation
charges under SFAS 123(R) relating to the accelerated ISO
grants.
Explanatory
Note: This Amendment is filed solely
to revise the fourth paragraph of Item 1.01 of the Current Report on Form
8-K
filed by the Company on March 1, 2006. The vesting date of the final
tranche of Mr. Richards' accelerated ISO grants was February 28,
2006.
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: March
6,
2006