EMCORE Corporation
(www.emcore.com)
Ticker:EMKR 394 Elizabeth Avenue
Exchange:NASDAQ-National Market Somerset, NJ 08873
Industry:High-Tech (SIC Code 3674) (908) 271-9090

Offering Information
Type of Shares:Common Shares Filing Date:12/23/96
U.S. Shares:2,500,000 Offer Date:3/6/97
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:2,500,000 Offer Price:$9.00
Secondary Shares:0 Gross Spread:$0.63
Offering Amount: $25,000,000 Selling:$0.37
Expenses:$810,000 Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 371-0641
Needham & CompanyCo-manager (212) 705-0344

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: White & Case
Bank's Law Firm: Brobeck, Phleger & Harrison
Auditor: Coopers & Lybrand

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
9/30/96 9/30/96
Revenue:$27.78Assets:$20.43
Net Income:-$3.18Curr Assets:
EPS:Liabilities:$19.33
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$1.10
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading designer and developer of compound semiconductor materials, such as gallium arsenide, and process technology and a leading manufacturer of production systems used to fabricate compound semiconductor wafers. The company provides its customers, both in the U.S. and internationally, with materials science expertise, process technology and compound semiconductor production systems that enable the manufacture of commercial volumes of high performance electronic and optoelectronic devices. In 1996, in response to the growing need of its customers to cost effectively get to market faster with high volumes of new and improved high-performance products, the company expanded its product offerings to include the design and production of wafers and package ready devices. The company believes that it is the only company that offers such a broad range of products and services to the compound semiconductor industry.

Competition
The markets in which the company competes are highly competitive. The company competes with several companies for sales of MOCVD systems including Aixtron, Nippon-Sanso and Thomas Swann. The primary competitors for the company's wafer foundry include Epitaxial Products Inc., Kopin Corporation and Q.E.D. The company also faces competition from manufacturers that implement in-house systems for their own use.

Business Plan
The company believes that its close collaborations with its customers over the past twelve years have contributed to its position in the MOCVD process technology and production systems market. The key elements of the company's strategy include: 1) provide complete compound semiconductor solutions; 2) form strategic relationships with its customers; 3) expand technology leadership.

Use of Proceeds
The proceeds from the proposed offering will be used to repay outstanding debt, expand manufacturing facilities and for other general corporate purposes.

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