Current Report Filing (8-k)
February 15 2022 - 8:37AM
Edgar (US Regulatory)
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
February 14, 2022
Date of Report (Date of earliest event reported)
EMCORE
CORPORATION
Exact Name of Registrant as Specified in its
Charter
New Jersey
State of Incorporation
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001-36632
Commission File Number
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22-2746503
IRS Employer
Identification Number
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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 obligations of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, no par value
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EMKR
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The Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in 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 o
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.
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Item 1.01 Entry into a Material
Definitive Agreement.
Sale Agreement
On February 14, 2022, EMCORE Corporation
(“EMCORE”) entered into a Sale Agreement (the “Sale Agreement”) with L3Harris Technologies, Inc., a Delaware
corporation (the “Seller”) and Ringo Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of EMCORE
(“EMCORE Sub”), pursuant to which EMCORE Sub agreed to purchase the Seller’s Space and Navigation Business (the “Business”).
The aggregate consideration to be paid by EMCORE
for the Business pursuant to the Sale Agreement is $5,000,000 exclusive of transaction costs and expenses, subject to certain working
capital adjustments. Pursuant to the Sale Agreement, EMCORE will acquire certain intellectual property, assets, and liabilities of the
Business. The Sale Agreement contained customary representations, warranties, and covenants of EMCORE and the Seller.
The transaction is subject to customary closing
conditions. EMCORE currently anticipates that the transaction will close in the quarter ending June 30, 2022.
The
foregoing description of the Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Sale Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Sale Agreement
has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information
about the parties. The terms of the Sale Agreement govern the contractual rights and relationships, and allocate risks, among the
parties in relation to the transactions contemplated by the Sale Agreement. In particular, the assertions embodied in the representations
and warranties in the Sale Agreement reflect negotiations between, and are solely for the benefit of, the parties thereto and may be limited,
qualified or modified by a variety of factors, including: subsequent events, information included in public filings, disclosures made
during negotiations, correspondence between the parties and in confidential disclosure schedules to the Sale Agreement. Moreover, certain
representations and warranties in the Sale Agreement were used for the purpose of allocating risk between the parties rather than establishing
matters as facts and may not describe the actual state of affairs at the date they were made or at any other time. Accordingly, you should
not rely on the representations and warranties in the Sale Agreement as characterizations of the actual state of facts about the parties.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
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.
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EMCORE CORPORATION
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Dated: February 15, 2022
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By:
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/s/ Tom Minichiello
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Name: Tom Minichiello
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Title: Chief Financial Officer
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