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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 31,
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
7.01. Regulation
FD Disclosure.
On
May 31, 2005, EMCORE Corporation (the “Registrant”) issued a press release
announcing that it
has acquired the analog cable TV (CATV) and radio frequency (RF) over fiber
specialty businesses from JDS Uniphase Corporation. A copy of
this press release is attached as Exhibit 99.1 to this Current
Report.
The
information contained in this Current Report, including Exhibit 99.1 hereto,
shall not be incorporated by reference into any filing of the Registrant,
whether made before or after the date hereof, regardless of any general
incorporation language in such filing, unless expressly incorporated by specific
reference to such filing. Furthermore, the
information contained in this Current Report, including Exhibit 99.1 hereto,
shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of
that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as
amended.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits
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 31, 2005
EXHIBIT
INDEX
|
Exhibit No. |
Description |
| Press Release of EMCORE Corporation, dated May 31, 2005. |
Press
Release
EMCORE
Corporation Acquires JDS Uniphase’s Analog CATV Business
EMCORE and JDS
Uniphase also enter into component Bilateral Supply
Agreement
SOMERSET, NJ, May
31, 2005 - EMCORE Corporation (NASDAQ: EMKR), a leading provider of compound
semiconductor-based components and subsystems for the broadband, fiber optic,
satellite, and wireless communications markets, today announced that it has
acquired the analog cable TV (CATV) and radio frequency (RF) over fiber
specialty businesses from JDS Uniphase Corporation (NASDAQ: JDSU and TSX:
JDU).
EMCORE acquires the
assets of JDS Uniphase’s CATV business which had revenues of approximately $20
million over the prior completed four quarters. EMCORE paid JDS Uniphase $1.5
million at closing and has 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 will also assume some open purchase
orders for inventory components, and will pay JDS Uniphase a royalty on licensed
intellectual property. The acquired businesses will be a part of EMCORE’s fiber
optic operating segment. EMCORE management anticipates that this transaction
will increase the Company’s projected fiscal 2006 revenues by $10 to $15
million. EMCORE reported positive EBITDA for the latest quarter ended March 31,
2005 and believes this transaction, once integrated into EMCORE’s fiber segment,
will be EBITDA positive.
The product lines
that are part of this transaction 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. EMCORE will
continue to support all of these product lines.
As part of the
transaction, EMCORE and JDS Uniphase also entered into a bilateral “preferred
supplier” commercial agreement, under which EMCORE and JDS Uniphase will supply
each other various optical components.
EMCORE will
integrate the acquired businesses into its existing portolio and organization
which will be augmented by a select team hired from JDS Uniphase. These new
EMCORE employees will continue the product design, marketing, sales, and
application engineering functions for the acquired products. EMCORE plans
shortly to establish a small design center in northern Pennsylvania, near
several major CATV product customers.
“This acquisition
adds a valuable product portfolio and extremely talented design and engineering
team to our existing CATV, FTTX, and satellite communications businesses,” said
Dr. Hong Hou, Vice President and General Manager of EMCORE’s Ortel Division.
“EMCORE now offers complete product solutions to OEMs in this communications
market, and the acquisition further validates our commitment to this industry
with a best-of-breed product portfolio, continued innovation, and customer
support.”
”EMCORE is the
ideal partner to continue the development, marketing and sale of the JDS
Uniphase analog CATV business,” said David Gudmundson, vice president of JDS
Uniphase Corporate Development and Marketing. “This agreement will provide
continuity to our customers, will broaden EMCORE’s offering and will allow JDS
Uniphase to focus on our core businesses.”
“We are very
excited about this acquisition and the growth opportunities it creates for our
Company,” added Reuben F. Richards, Jr., President and CEO of EMCORE
Corporation. “We have always been impressed with the leading edge technology and
talent of the former JDS Uniphase group. This acquisition extends our current
product portfolio, and allows us to continue our leadership in the broadband
communications market.”
About
EMCORE
EMCORE Corporation
offers a broad portfolio of compound semiconductor-based components and
subsystems for the broadband, fiber optic, satellite, and wireless
communications markets. EMCORE has three operating segments: Fiber Optics,
Photovoltaics, and Electronic Materials and Devices. The company's integrated
solutions philosophy embodies state-of-the-art technology, material science
expertise, and a shared vision of our customer's goals and objectives to be
leaders in the transport of voice, data, and video over copper, hybrid
fiber/coax (HFC), fiber, satellite, and wireless networks. EMCORE's solutions
include: optical components and subsystems for fiber-to-the-premise, cable
television, and high speed data and telecommunications networks; solar cells,
solar panels, and fiber optic ground station links for global satellite
communications; and electronic materials for high bandwidth wireless
communications systems, such as Wi-Fi Internet access and cell phones. Through
its joint venture participation in GELcore, LLC, EMCORE plays a vital role in
developing and commercializing next-generation High-Brightness LED technology
for use in the general and specialty illumination markets. For further
information about EMCORE, visit http://www.emcore.com.
About
JDS Uniphase
JDS Uniphase
Corporation designs and manufactures products for markets where its core optics
technologies provide innovative solutions for communications, commercial and
consumer applications. The Company offers components, modules and subsystems for
data communications, telecommunications and cable television, display, security,
medical/environmental instrumentation, decorative, aerospace and defense
applications. More information is available at www.jdsu.com.
Disclaimer
The information
provided herein may include forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events that involve risks and
uncertainties. Words such as "expects," "anticipates," "intends," "plans,"
"believes," and "estimates," and variations of these words and similar
expressions, identify these forward-looking statements. Actual operating results
may differ materially from such forward-looking statements and are subject to
certain risks, including risks arising from: difficulties encountered in
integrating JDSU’s analog CATV, RF and Specialty Products operations, the
benefits expected to be received by EMCORE and its customers from the
acquisition, cancellations, rescheduling or delays in product shipments;
manufacturing capacity constraints; lengthy sales and qualification cycles;
difficulties in the production process; changes in semiconductor industry
growth, increased competition, delays in developing and commercializing new
products, and other factors described in EMCORE's filings with the Securities
and Exchange Commission. The forward-looking statements contained in this news
release are made as of the date hereof and EMCORE does not assume any obligation
to update the reasons why actual results could differ materially from those
projected in the forward-looking statements.
Contact
EMCORE
Corporation
Tom Werthan - Chief
Financial Officer
(732)
271-9090
info@emcore.com
TTC
Group
Victor
Allgeier
(212)
227-0997
info@ttcominc.com