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
April 9,
2008
Date
of Report (Date of earliest event reported)
EMCORE
CORPORATION
Exact
Name of Registrant as Specified in its Charter
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New Jersey
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0-22175
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22-2746503
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State
of Incorporation
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Commission
File Number
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IRS
Employer Identification Number
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10420 Research Road, SE,
Albuquerque, New Mexico 87123
Address
of principal executive offices, including zip code
(505)
332-5000
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry Into a Material Definitive Agreement.
On April
9, 2008, EMCORE Corporation (the “Company”) entered
into an Asset Purchase Agreement (the “Agreement”) with Intel
Corporation ("Seller") to acquire the enterprise and storage assets of Intel’s
Optical Platform Division as well as the Intel® Connects Cables
business. The Company will issue 3.7 million shares of restricted
stock for the acquisition, with certain adjustments based on the Company’s stock
price twelve months after the closing of the transaction. The assets include
intellectual property, inventory, fixed assets and technology relating to
optical transceivers for enterprise and storage customers, as well as optical
cable interconnects for high-performance computing clusters.
The
Company and Seller each made certain representations, warranties and covenants
in the Agreement, including, among others, covenants by Seller to use
commercially reasonable efforts to preserve intact the assets to be transferred
to the Company and to refrain from taking certain non-ordinary course
transactions during the period before consummation of the
transaction.
Consummation
of the transaction is subject to certain conditions. The parties have
agreed to enter into a transition services agreement under which Seller will
provide selected services to the Company for a limited period after
closing. The parties have also entered into an intellectual property
agreement under which Seller will license, subject to certain conditions,
certain related intellectual property to the Company in connection with the
Company’s use and development of the assets being transferred to
it.
The
Agreement contains termination rights for both the Company and Seller including
a provision allowing either party to terminate the Agreement if the transaction
has not been consummated by April 25, 2008.
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.
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EMCORE
CORPORATION
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Dated:
April 15, 2008
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By: /s/ Adam Gushard
Name:
Adam Gushard
Title: Interim
Chief Financial Officer
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