Filed Pursuant to Rule 424(b)(4)
Registration No. 333-65526
Prospectus Supplement No. 2
To Prospectus Dated August 31, 2001
$175,000,000
_______________________________
EMCORE Corporation
5% Convertible Subordinated Notes Due 2006
and the Common Stock Issuable Upon Conversion of the Notes
This prospectus supplement relates to the resale by the selling
securityholders of 5% convertible subordinated notes due 2006 of EMCORE
Corporation and the shares of common stock, no par value, of EMCORE Corporation
issuable upon the conversion of the notes.
This prospectus supplement should be read in conjunction with the
prospectus dated August 31, 2001, and the prospectus supplement dated September
18, 2001, which are to be delivered with the prospectus supplement. All
capitalized terms used but not defined in this prospectus supplement shall have
the meanings given them in the prospectus.
The table below sets forth information as of the date hereof
concerning beneficial ownership of the notes of the selling securityholders as
listed below. All information concerning beneficial ownership has been furnished
by the selling securityholders.
Principal Amount of
Maturity of Notes Percentage of Number of Shares Percentage of
Beneficially Owned Notes of Common Stock Common Stock
Name that May be Sold Outstanding That May Be Sold(1) Outstanding(2)
________________________________ ___________________ _____________ ___________________ ______________
UBS AG London Branch $14,800,000 8.5% 303,509 *
100 Liverpool Street
London EC2M 2RH UK
Lipper Convertibles, L.P.(3)(4) 5,000,000 2.9% 102,536 *
101 Park Avenue, 6th Floor
New York, NY 10178
________________________________
* Less than 1%.
(1) Assumes conversion of all the holder's notes at a conversion price
of $48.7629 per share of common stock. However, this conversion price will be
subject to adjustment as described in the accompanying prospectus under
"Description of Notes-Right of Conversion." As a result, the amount of common
stock issuable upon conversion of the notes may increase or decrease in the
future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act using
35,408,474 shares of common stock outstanding as of August 24, 2001. In
calculating this amount, we treated as outstanding the number of shares of
common stock issuable upon conversion of all of that particular holder's notes.
However, we did not assume the conversion of any other holder's notes.
(3) Includes $4,500,000 aggregate principal amount of notes of this
selling securityholder that were previously described in the prospectus, dated
August 31, 2001, delivered with this prospectus supplement.
(4) The amounts presented herein are in addition to those reported by
the selling securityholders in the accompanying prospectus dated August 31, 2001
and the accompanying prospectus supplement dated September 18, 2001.
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INVESTING IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE
RISK FACTORS" BEGINNING ON PAGE 10 OF THE ACCOMPANYING PROSPECTUS.
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is October 10, 2001.
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