Securities Registration: Employee Benefit Plan (s-8)
May 06 2022 - 4:13PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on May 6, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8 |
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Registration Statement |
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Under |
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The Securities Act of 1933 |
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EMCORE Corporation
(Exact name of the registrant as specified in its
charter)
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New Jersey | | 27-2746503 |
(State or other jurisdiction
of | EMCORE Corporation
2019 Equity Incentive Plan | (I.R.S.
Employer |
incorporation or organization) | (Full titles of plans) | Identification
No.) |
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Thomas P. Minichiello
Chief Financial Officer
EMCORE Corporation
2015 W. Chestnut Street
Alhambra, California 91803
(Name and address agent for service)
(626) 293-3400
(Telephone number, including area code, of agent
for service) |
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2015 W. Chestnut Street
Alhambra, CA |
91803 |
(Address of principal executive
offices) |
(Zip Code) |
Copies to:
James J. Masetti
Julie
Park
Pillsbury Winthrop Shaw Pittman LLP
2550 Hanover Street
Palo Alto, CA 94304
(650) 233-4500 |
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
x |
Non-accelerated filer |
¨ |
Smaller reporting company |
x |
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 7(a)(2)(B) of the Securities Act. ¨
The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
General Instruction E Information
This Registration Statement is being filed for
the purpose of increasing the number of securities of the same class as other securities for which certain Registration Statements on
Form S-8 relating to the same employee benefit plan are effective. The Registrant’s Registration Statements on Form S-8
filed with the Securities and Exchange Commission (the “Commission”) (File Nos. 333-230709 and 333-261493), excluding reports
that the Registrant filed with the Commission that were incorporated into the Form S-8 Registration Statements in order to maintain
current information about the Registrant, are hereby incorporated by reference into this Registration Statement pursuant to General Instruction
E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant
with the Commission are hereby incorporated by reference in this Registration Statement:
| (a) | The
Registrant’s Annual Report on Form 10-K for the year ended September 30,
2021; |
| (d) | The
description of the Registrant’s common stock set forth in Exhibit 4.2 of
the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30,
2021, together with any amendment or report filed with the Commission for the purpose of
updating such description. |
In addition, all documents filed by the Registrant
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any portions thereof furnished by the Registrant,
including information furnished under Item 2.02 and Item 7.01 and any exhibits relating to Item 2.02 or Item 7.01
furnished under Item 9.01 of Form 8-K and any certification required by 18 U.S.C. § 1350), subsequent to the
filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein
modifies or supersedes such statement.
Item 8. Exhibits.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement; and
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) of this Section shall not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Alhambra, State of California, on May 6, 2022.
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EMCORE CORPORATION |
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By: |
/s/ Jeffrey Rittichier |
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Jeffrey Rittichier
Chief Executive Officer and President |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below hereby constitutes and appoints Jeffrey Rittichier and Thomas P. Minichiello, and each of them, his
or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/ Jeffrey Rittichier |
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Chief Executive Officer, President and Director
(Principal Executive Officer) |
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May 6, 2022 |
Jeffrey Rittichier |
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/s/ Thomas P. Minichiello |
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
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May 6, 2022 |
Thomas P. Minichiello |
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/s/ Stephen L. Domenik |
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Chair of the Board |
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May 6, 2022 |
Stephen L. Domenik |
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/s/ Bruce E. Grooms |
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Director |
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May 6, 2022 |
Bruce E. Grooms |
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/s/ Noel Heiks |
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Director |
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May 6, 2022 |
Noel Heiks |
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/s/ Rex S. Jackson |
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Director |
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May 6, 2022 |
Rex S. Jackson |
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