Document





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

 
September 12, 2019
Date of Report (Date of earliest event reported)

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EMCORE CORPORATION
Exact Name of Registrant as Specified in its Charter


New Jersey
1-36632
22-2746503
State of Incorporation
Commission File Number
IRS Employer Identification Number
 
2015 W. Chestnut Street, Alhambra, CA  91803
Address of principal executive offices, including zip code
 
(626) 293-3400
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))

 Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading symbol(s)
Name of Each Exchange on Which Registered
Common stock, no par value
EMKR
The Nasdaq Stock Market LLC (Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 









Item 5.02.                                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director

On September 12, 2019, the Board of Directors (the “Board”) of EMCORE Corporation (the “Company”) appointed Ms. Noel Heiks as a director of the Company, effective immediately. Ms. Heiks was also appointed to serve as a member of the Board’s Audit Committee and Strategy and Alternatives Committee.

There are no arrangements or understandings between Ms. Heiks and any other persons pursuant to which Ms. Heiks was selected as a director. There are also no family relationships between Ms. Heiks and any director or executive officer of the Company and Ms. Heiks does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Ms. Heiks appointment to the Board, Ms. Heiks will receive the standard compensation received by non-employee directors, which compensation was last described in the Company’s Definitive Proxy Statement filed with the SEC on January 14, 2019 and is incorporated herein by reference.


Item 7.01.                                      Regulation FD Disclosure.

On September 13, 2019, the Company issued a press release announcing the appointment of Ms. Heiks to the Board. A copy of that press release is attached as Exhibit 99.1 to this Current Report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report and Exhibit 99.1 hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information or that Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01     Financial Statements and Exhibits.
(d) Exhibits
 
 
 
Exhibit Number
 
Exhibit Description
 
 
 
 

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
 Dated: September 13, 2019
 
By: /s/ Tom Minichiello
 
Name: Tom Minichiello
Title: Chief Financial Officer



Exhibit




EXHIBIT 99.1

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PRESS RELEASE

EMCORE Announces Appointment of Noel Heiks to its Board of Directors

ALHAMBRA, Calif., September 13, 2019 -- EMCORE Corporation (NASDAQ: EMKR), a leading provider of advanced Mixed-Signal Optics products that provide the foundation for today’s leading-edge defense systems and high-speed communication network infrastructures, today announced the appointment of Noel Heiks to its Board of Directors.

Ms. Heiks has extensive executive management and entrepreneurial experience in high tech companies, including defense and optoelectronics companies. From March 2018 to April 2019, Ms. Heiks served as President and Chief Operating Officer of Duos Technologies, a leader in artificial intelligence and machine learning for inspection and security applications. From August 2017 until March 2018, Ms. Heiks served as Interim Chief Executive Officer of MVTRAK, an early stage health monitoring company. In 2008, Ms. Heiks founded Nuvotronics, a manufacturer of radar and wireless systems for defense and telecom organizations, serving as its Chief Executive Officer and then board member until its eventual acquisition by Cubic Corporation in March 2019. In 1996, Ms. Heiks founded Haleos, a manufacturer of microfabricated optoelectronics components, and served as its Vice President until its eventual acquisition by Rohm & Haas in 2002, where she went on to serve as Marketing Director of Rohm and Haas (now Dow Chemical) from 2002 until 2007.

Ms. Heiks holds a B.S. degree in Physics and an M.S. degree in Electrical Engineering from Virginia Tech University and holds approximately 30 awarded or pending patents.

“We are extremely pleased to have Noel join us,” said Dr. Gerald Fine, EMCORE's Chairman of the Board. “Noel’s significant experience managing high growth defense and optoelectronics companies positions her well to make valuable contributions to EMCORE and our Board of Directors.”

About EMCORE
EMCORE Corporation is a leading provider of advanced Mixed-Signal Optics products that provide the foundation for today’s leading-edge defense systems and high-speed communication network infrastructures. Our optical chips, components, subsystems and systems enable broadband and wireless providers to continually enhance their network capacity, speed and coverage to advance the free flow of information that empowers the lives of millions of people daily. The Mixed-Signal Optics technology at the heart of our broadband transmission products is shared with our fiber optic gyros and military communications links to provide the aerospace and defense markets state-of-the-art systems that keep us safe in an increasingly unpredictable world. EMCORE’s performance-leading optical components and systems serve a broad array of applications including cable television, fiber-to-the-premise networks, telecommunications, data centers, wireless infrastructure, satellite RF fiber links, navigation systems and military communications. EMCORE has fully vertically integrated manufacturing capability through its world-class Indium Phosphide (InP) wafer fabrication facility at our headquarters in Alhambra, California and is ISO 9001 certified in Alhambra and at our facility in Beijing, China. For further information about EMCORE, visit http://www.emcore.com.







Contact:
EMCORE Corporation
Tom Minichiello
(626) 293-3775
investor_emkr@emcore.com

Sapphire Investor Relations, LLC
Erica Mannion or Michael Funari
+1-617-542-6180
investor_emkr@emcore.com