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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 11, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EMCORE CORPORATION
(Exact name of Registrant as specified in its charter)
NEW JERSEY 22-2746503
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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394 ELIZABETH AVENUE, SOMERSET, NEW JERSEY 08873
(732) 271-9090
(Address, including zip code, and telephone number, including
area code, of registrant's agent for service and principal executive offices)
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THOMAS G. WERTHAN
EMCORE CORPORATION
394 ELIZABETH AVENUE
SOMERSET, NEW JERSEY 08873
(732) 271-9090
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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WITH COPIES TO:
JORGE L. FREELAND, ESQ. ELLEN B. CORENSWET, ESQ.
WHITE & CASE LLP KENNETH R. MCVAY, ESQ.
200 SOUTH BISCAYNE BLVD. BROBECK, PHLEGER & HARRISON, LLP
MIAMI, FLORIDA 33131 1633 BROADWAY, 47TH FLOOR
TEL: (305) 371-2700 NEW YORK, NEW YORK 10019
FAX: (305) 358-5744 TEL: (212) 581-1600
FAX: (212) 586-7878
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: as soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act of 1933 registration statement number
of the earlier effective registration statement for the same offering. [X]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED
TITLE OF EACH CLASS OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
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Common Stock, no par value............... $2,877,702 $800
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457.
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EXPLANATORY NOTE
This registration statement is being filed with respect to the
registration of additional shares of common stock, no par value, of EMCORE
Corporation, a company organized under the laws of New Jersey (the "Company"),
pursuant to Rule 462(b) under the Securities Act of 1933, as amended ("Rule
462(b)"). Pursuant to Rule 462(b), the contents of the registration statement
of the Company (File No. 333-71791) as amended, which was declared effective
on June 10, 1999 (the "Earlier Registration Statement"), including the exhibits
thereto, are incorporated by reference into this registration statement. The
form of prospectus contained in such Earlier Registration Statement will
reflect the aggregate amount of securities registered in this Registration
Statement and the Earlier Registration Statement.
The Company certifies that it has wired to the Commission the requisite
amount of the registration fee set forth on the cover page of this Registration
Statement.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-71791 are incorporated by reference into, and shall be deemed
part of, this registration statement, except the following which are filed
herewith:
EXHIBIT NO. DESCRIPTION
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5.1 -- Form of White & Case LLP Opinion
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of PricewaterhouseCoopers LLP
23.3 -- Consent of Arthur Andersen LLP
23.4 -- Consent of White & Case (included in Exhibit 5.1)
23.5 -- Consent of Lerner David Littenberg Krumholz & Mentlik
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Somerset, State of
New Jersey, on June 11, 1999.
EMCORE CORPORATION
By *
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Reuben F. Richards, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-3 has been signed by the following persons in the capacities
indicated, on June 11, 1999.
SIGNATURE TITLE
* Chairman of the Board and Director
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Thomas J. Russell
* President, Chief Executive Officer and
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Reuben F. Richards, Jr.
/s/ THOMAS G. WERTHAN Vice President, Chief Financial
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Thomas G. Werthan (Principal Accounting and Financial
Officer)
* Director
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Richard A. Stall
* Director
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Charles Scott
* Director
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Robert Louis-Dreyfus
* Director
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Hugh H. Fenwick
* Director
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Shigeo Takayama
/s/ JOHN J. HOGAN, JR. Director
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John J. Hogan, Jr.
*By: /s/ THOMAS G. WERTHAN
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Thomas G. Werthan
Attorney-in-Fact
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EXHIBIT 5.1
WHITE & CASE LLP OPINION
June 11, 1999
Emcore Corporation Company
394 Elizabeth Avenue
Somerset, New Jersey 08873
Re: EMCORE Corporation
Public offering of shares of Common Stock
Ladies and Gentlemen:
On the date hereof EMCORE Corporation, a New Jersey corporation (the
"Company"), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (No. 333- ) a Registration Statement on
Form S-3 (the "Registration Statement").
We have acted as counsel to the Company in connection with the
preparation of the Registration Statement. We are familiar with the proceedings
of the Board of Directors of the Company in connection with the authorization,
issuance and sale of the Shares. We have examined such certificates of public
officials and certificates of officers of the Company and the selling
shareholders, and the originals (or copies thereof, certified to our
satisfaction) of such corporate documents and records of the Company, and such
other documents, records and papers as we have deemed relevant in order to give
the opinions hereinafter set forth. In this connection, we have assumed the
genuineness of signatures, the authenticity of all documents submitted to us as
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originals and the conformity to authentic original documents of all documents
submitted to us as certified, conformed, facsimile or photostatic copies. In
addition, we have relied, to the extent that we deem such reliance proper, upon
such certificates of public officials and of officers of the Company with
respect to the accuracy of material factual matters contained therein which
were not independently established.
We do not express or purport to express any opinions with respect to
laws other than the Federal laws of the United States. As to all matters
governed by the laws of the State of New Jersey involved in our opinions set
forth below, we have relied, with your consent, upon an opinion of Dillon Bitar
& Luther dated today and addressed to us.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when issued and delivered by the Company against
payment therefor as provided by the Underwriting Agreement will be validly
issued, fully paid and non-assessable, and may be issued free of restrictive
legends.
We hereby consent to the filing of this opinon as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
White & Case LLP
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
EMCORE Corporation on Form S-3 of our report dated May 14, 1999 (which expresses
an unqualified opinion and includes an explanatory paragraph relating to a
restatement described in Note 20), included in the Annual Report on Form 10-K/A
of EMCORE Corporation for the year ended September 30, 1998, and to the use of
our report dated May 14, 1999, appearing in the Prospectus, which is part of
this Registration Statement. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
June 10, 1999
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion and incorporation in this registration
statement on Form S-3 of our report dated November 3, 1997, except for Note 15,
as to which the date is December 5, 1997, on our audits of the financial
statements and financial statement schedule of EMCORE Corporation as of
September 30, 1997, and for the two years ended September 30, 1997. We also
consent to the references to our firm under the caption "Experts".
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
June 10, 1999
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Exhibit 23.3
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the use of our report
dated March 21, 1997 on the financial statements of MicroOptical Devices, Inc.
for the year ended December 31, 1996 and for the period from inception
(August 3, 1995) through December 31, 1995 and 1996, included in or made a part
of this registration statement under Form S-3 for EMCORE Corporation.
Albuquerque, New Mexico
June 10, 1999
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Exhibit 23.5
Consent of Lerner, David, Littenberg, Krumholz & Mentlik, LLP
We hereby consent to the reference to our firm under the caption "Experts"
in the Registration Statement on Form S-3 of EMCORE Corporation for the offering
of shares of common stock by EMCORE Corporation and certain selling
shareholders.
/s/ Lerner, David, Littenberg, Krumholz & Mentlik, LLP
Lerner, David, Littenberg, Krumholz & Mentlik, LLP
June 11, 1999
Westfield, New Jersey
