Filed Pursuant to Rule 424(b)(4)
Registration No. 333-65526
Prospectus Supplement No. 1
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, which is 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 Percentage of Number of Shares Percentage of
Notes Beneficially Notes of Common Stock Common Stock
Name Owned that May be Sold Outstanding That May Be Sold(1) Outstanding(2)
---- ---------------------- ----------- ------------------- --------------
Barclays Capital Securities Ltd. $16,300,000 9.3 334,270 *
5 North Colonade, Canary Wharf
London E14 4BB UK
First Union National Bank $18,000,000 10.3 369,133 1.0
8739 Research Drive
Charlotte, NC
KBC Financial Products USA Inc. $1,500,000 * 30,761 *
140 East 45th Street,
Two Grand Central Tower, 42nd Floor
New York, NY 10017
KBC Financial Products (Cayman $10,000,000 5.7 205,073 *
Islands) Limited
140 East 45th Street,
Two Grand Central Tower, 42nd Floor
New York, NY 10017(3)
Morgan Stanley & Co. $12,000,000 6.9 246,088 *
1585 Broadway
New York, NY 10036
--------------------
* 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) The amounts presented herein are in addition to those reported by
the selling securityholders in the accompanying prospectus dated August 31,
2001.
-------------------
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.
-------------------
The date of this Prospectus Supplement is September 18, 2001.
-2-