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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
April 29, 2022
Date of Report (Date of earliest event reported)
EMCORE CORPORATION
Exact Name of Registrant as Specified in its Charter
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New Jersey | 001-36632 | 22-2746503 |
State of Incorporation | Commission File Number | IRS Employer Identification Number |
2015 W. Chestnut Street, Alhambra, California, 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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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:
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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 2.01 Completion of Acquisition or Disposition of Assets.
Completion of Acquisition Transaction Pursuant to Sale Agreement
On April 29, 2022, EMCORE Corporation (“EMCORE”), Ringo Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of EMCORE (“EMCORE Sub”), and L3Harris Technologies, Inc., a Delaware corporation (the “Seller”) completed the previously announced acquisition by EMCORE Sub of the Seller’s Space and Navigation Business (the “Business”) pursuant to that certain Sale Agreement, dated as of February 14, 2022 (as amended, the “Sale Agreement”), entered into by and among EMCORE, EMCORE Sub and the Seller, as amended by that certain First Amendment to Sale Agreement, dated as of March 1, 2022 by and among EMCORE, EMCORE Sub and the Seller (the “First Amendment”), that certain Second Amendment to Sale Agreement, dated as of March 31, 2022 by and among EMCORE, EMCORE Sub and the Seller (the “Second Amendment”) and that certain Third Amendment to Sale Agreement, dated as of April 29, 2022 by and among EMCORE, EMCORE Sub and the Seller (the “Third Amendment”).
The aggregate consideration for the Business pursuant to the Sale Agreement was approximately $5.0 million, exclusive of transaction costs and expenses and subject to certain post-closing working capital adjustments. Pursuant to the Sale Agreement, EMCORE acquired certain intellectual property, assets, and liabilities of the Business. The Sale Agreement contained customary representations, warranties, and covenants of EMCORE and the Seller.
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, as amended by the First Amendment, the Second Amendment and the Third Amendment, copies of which are attached hereto as Exhibits 2.1, 2.2, 2.3, and 2.4 and are 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number | | Exhibit Description |
2.1 | | |
2.2 | | |
2.3 | | |
2.4 | | |
99.1 | | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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| EMCORE CORPORATION |
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| By: | /s/ Tom Minichiello |
| Name: | Tom Minichiello |
Dated: April 29, 2022 | Title: | Chief Financial Officer |
PRESS RELEASE
EMCORE Announces Closing of the Acquisition of the L3Harris Space and Navigation Business for $5 Million
ALHAMBRA, CA, May 2, 2022 (GLOBE NEWSWIRE) -- EMCORE Corporation (Nasdaq: EMKR), a leading provider of advanced mixed-signal products that serve the aerospace & defense, communications, and sensing markets, announced today that it has completed the acquisition of the L3Harris (NYSE: LHX) Space and Navigation business for approximately $5 million in an all-cash transaction, subject to any net working capital adjustments.
The acquisition provides an immediate contribution of additional scale in this market and expands EMCORE’s inertial navigation product portfolio and addressable market with the addition of navigation and strategic grade gyro and inertial measurement unit products. EMCORE acquired all outstanding assets and liabilities of the L3Harris Space and Navigation business, including all L3Harris intellectual property rights primarily used in the Space and Navigation business, a 110,000 square foot leased production facility in Budd Lake, NJ, and associated production equipment.
In addition, the transaction creates partnership opportunities to expand EMCORE’s business with L3Harris, adding EMCORE as a preferred supplier to L3Harris divisions for future business opportunities and resulting in entry into a Master Supply Agreement for the BoRG (Booster Rate Gyro) and TAIMU (Tri-Axial Inertial Measurement Unit) launch vehicle programs.
”We are extremely pleased to welcome Space and Navigation’s expert team, strong brand, inertial technology, and important program wins, said Jeff Rittichier, President, and CEO of EMCORE. “This acquisition allows us to provide customers with an expanded product suite across the tactical, navigation, and strategic grade segments of the market, including the growing launch vehicle and space satellite markets.”
About EMCORE
EMCORE Corporation is a leading provider of advanced mixed-signal products that serve the aerospace & defense, communications, and sensing markets. Our best-in-class components and systems support a broad array of applications including navigation and inertial sensing, defense optoelectronics, broadband communications, optical sensing, and specialty chips for telecom and data center. We leverage industry-leading Quartz MEMS, Lithium Niobate, and Indium Phosphide chip-level technology to deliver state-of-the-art component and system-level products across our end-market applications. EMCORE has vertically-integrated manufacturing capability at its wafer fabrication facility in Alhambra, CA, and Quartz MEMS manufacturing facility in Concord, CA. Our manufacturing facilities maintain ISO 9001 quality management certification, and we are AS9100 aerospace quality certified at our facility in Concord. For further information about EMCORE, please visit http://www.emcore.com.
Forward-looking statements:
The information provided herein may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include statements regarding the anticipated benefits, including anticipated revenue, of EMCORE’s acquisition of the Space and Navigation business from L3Harris Technologies, market trends and the anticipated relationship with L3Harris Technologies following the transaction. These forward-looking statements are based on management's current expectations, estimates, forecasts, and projections about EMCORE and are subject to risks and uncertainties that could cause actual results and events to differ materially from those stated in the forward-looking statements, including without limitation, the following: (a) uncertainties regarding the effects of the COVID-19 pandemic and the impact of measures intended to reduce its spread on our business and operations, which is evolving and beyond our control; (b) the rapidly evolving markets for the L3Harris Space and Navigation business and EMCORE's products and uncertainty regarding the development of these markets; (c) EMCORE's and the L3Harris Space and Navigation business’s historical dependence on sales to a limited number of customers and fluctuations in the mix of products and customers in any period; (d) delays and other difficulties in commercializing new products; (e) the failure of new products: (I) to perform as expected without material defects, (ii) to be manufactured at acceptable volumes, yields, and cost, (iii) to be qualified and accepted by our customers, and (iv) to successfully compete with products offered by our competitors; (f) uncertainties concerning the availability and cost of commodity materials and specialized product components that we do not make internally; (g) actions by competitors; (h) acquisition-related risks, including that (i) the revenues and net operating results obtained from the L3Harris Space and Navigation business may not meet our expectations, (ii) the costs and cash expenditures for integration of the L3Harris Space and Navigation business operations may be higher than expected, (iii) there could be losses and liabilities arising from the acquisition of the L3Harris Space and Navigation business that we will not be able to recover from any source, and (iv) we may not realize sufficient scale in our inertial navigation product line from the acquisition of the L3Harris Space and Navigation business and will need to take additional steps, including making additional acquisitions, to achieve our growth objectives for this product line and (i) other risks and uncertainties discussed under Item 1A - Risk Factors in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, as updated by our subsequent periodic reports. Forward-looking statements
contained in this press release are made only as of the date hereof, and EMCORE undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Contact:
EMCORE Corporation
Tom Minichiello
Chief Financial Officer
(626) 293-3400
investor@emcore.com