-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VpqsZgeA3xs6YkkZL7ozoeP9bKfmhQykax1XK2rIxm6Gjg9FRw8HMJvq+qdhFOi3 bbpXn3IbLFOQEuXfBiY/RQ== 0001019687-07-002375.txt : 20070803 0001019687-07-002375.hdr.sgml : 20070803 20070802210417 ACCESSION NUMBER: 0001019687-07-002375 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070803 DATE AS OF CHANGE: 20070802 GROUP MEMBERS: DAVID GELBAUM GROUP MEMBERS: MONICA CHAVEZ GELBAUM GROUP MEMBERS: THE QUERCUS TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMCORE CORP CENTRAL INDEX KEY: 0000808326 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 222746503 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50693 FILM NUMBER: 071022067 BUSINESS ADDRESS: STREET 1: 145 BELMONT DRIVE CITY: SOMERSET STATE: NJ ZIP: 08873 BUSINESS PHONE: 7322719090 MAIL ADDRESS: STREET 1: 145 BELMONT DRIVE CITY: SOMERSET STATE: NJ ZIP: 08873 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gelbaum David CENTRAL INDEX KEY: 0001391795 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 949-646-3784 MAIL ADDRESS: STREET 1: 2309 SANTIAGO DRIVE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 SC 13D 1 gelbaum_13d-072407.txt CUSIP No. 290846104 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 EMCORE Corp. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 290846104 (CUSIP Number) Kathryn Klinedinst, Esq. Greenberg Glusker Fields Claman & Machtinger LLP 1900 Avenue of the Stars, Suite 2100 Los Angeles, CA 90067 (310) 201-7576 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 24, 2007 (Date of Event which Requires Filing of this Statement) If the reporting person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 CUSIP No. 290846104 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person David Gelbaum, Trustee, The Quercus Trust (2) Check the Appropriate Box if a Member of a Group (See Instructions) (A) /X/ (B) / / (3) SEC Use Only (4) Source of Funds (See Instructions) PF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / (6) Citizenship or Place of Organization U.S. (7) Sole Voting Power -0- Number of Shares (8) Shared Voting Power Beneficially Owned 4,402,245 by Each Reporting Person With (9) Sole Dispositive Power -0- (10) Shared Dispositive Power 4,402,245 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,402,245 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / (13) Percent of Class Represented by Amount in Row (11) 8.7%(1) (14) Type of Reporting Person (See Instructions) IN - ------------------------- (1) Based on 50,889,524 shares of Common Stock as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006. 2 CUSIP No. 290846104 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Monica Chavez Gelbaum, Trustee, The Quercus Trust (2) Check the Appropriate Box if a Member of a Group (See Instructions) (A) /X/ (B) / / (3) SEC Use Only (4) Source of Funds (See Instructions) PF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / (6) Citizenship or Place of Organization U.S. (7) Sole Voting Power -0- Number of Shares (8) Shared Voting Power Beneficially Owned 4,402,245 by Each Reporting Person With (9) Sole Dispositive Power -0- (10) Shared Dispositive Power 4,402,245 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,402,245 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / (13) Percent of Class Represented by Amount in Row (11) 8.7%(1) (14) Type of Reporting Person (See Instructions) IN - ------------------------- (1) Based on 50,889,524 shares of Common Stock as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006. 3 CUSIP No. 290846104 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person The Quercus Trust (2) Check the Appropriate Box if a Member of a Group (See Instructions) (A) /X/ (B) / / (3) SEC Use Only (4) Source of Funds (See Instructions) PF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / (6) Citizenship or Place of Organization U.S. (7) Sole Voting Power -0- Number of Shares (8) Shared Voting Power Beneficially Owned 4,402,245 by Each Reporting Person With (9) Sole Dispositive Power -0- (10) Shared Dispositive Power 4,402,245 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,402,245 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / (13) Percent of Class Represented by Amount in Row (11) 8.7%(1) (14) Type of Reporting Person (See Instructions) OO - ------------------------- (1) Based on 50,889,524 shares of Common Stock as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006. 4 CUSIP No. 290846104 Item 1. Security and Issuer Issuer: EMCORE Corp. Security: Common Stock, no par value ("Common Stock") Item 2. Identity and Background (a) This Statement is being filed by The Quercus Trust (the "Trust"), David Gelbaum, an individual, as co-trustee of the Trust, and Monica Chavez Gelbaum, an individual, as co-trustee of the Trust (collectively, the "reporting persons"). (b) The reporting persons' business address is 2309 Santiago Drive, Newport Beach, California 92660. (c) David Gelbaum and Monica Chavez Gelbaum are investors; the Trust is a revocable trust formed for estate planning purposes. (d) None of the reporting persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the reporting persons has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of Mr. and Ms. Gelbaum is a citizen of the United States of America. The Trust is a California statutory trust. Item 3. Source and Amount of Funds or Other Consideration All shares of Common Stock were purchased using personal funds. Item 4. Purpose of Transaction The shares of Common Stock were purchased by the Trust for investment purposes. The reporting persons have no plans or proposals which relate to or which would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the reporting persons retain their rights to modify their plans with respect to the transactions described in this Schedule 13D, to vote, acquire or dispose of securities of the Issuer and to formulate plans and proposals which could result in the occurrence of any such events, subject to applicable laws and regulations. Item 5. Interest in Securities of the Issuer (a) As of the date of this Schedule 13D, each reporting person beneficially owns 4,402,245 shares of Common Stock, which are held of record by the Trust. (b) Each of David Gelbaum and Monica Chavez Gelbaum, acting alone, has the power to exercise voting and investment control over the shares of Common Stock owned by the Trust. 5 CUSIP No. 290846104 (c) Since June 1, 2007, the Trust has purchased shares of Common Stock in brokered transactions as follows: Date Number of Shares Price Per Share ---- ---------------- --------------- 06/18/07 175,251 $4.9824 06/18/07 240,426 4.9824 06/19/07 137,375 4.9543 06/20/07 215,265 5.0287 06/21/07 140,000 5.241 06/22/07 7,360 5.24 06/25/07 200,000 5.469 07/03/07 115,000 5.775 07/05/07 130,000 5.95 07/06/07 125,000 5.9702 07/09/07 180,000 6.045 07/10/07 315,000 6.0619 07/11/07 135,000 6.0419 07/24/07 320,675 7.917 07/26/07 431,700 8.083 07/27/07 375,600 7.813 07/30/07 220,000 7.7899 08/01/07 331,100 7.4894 08/02/07 278,618 7.4429 (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer None. Item 7. Material to Be Filed as Exhibits Exhibit A: Agreement Regarding Joint Filing of Schedule 13D. 6 CUSIP No. 290846104 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct and agrees that this statement may be filed jointly with the other undersigned parties. Dated: August 2, 2007 /s/ David Gelbaum ---------------------------------------------- David Gelbaum, Co-Trustee of The Quercus Trust /s/ Monica Chavez Gelbaum ---------------------------------------------- Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust /s/ David Gelbaum ---------------------------------------------- The Quercus Trust, David Gelbaum, Co-Trustee of The Quercus Trust 7 CUSIP No. 290846104 EXHIBIT A AGREEMENT REGARDING JOINT FILING OF SCHEDULE 13D ------------------------------------------------ The undersigned agree that the Schedule 13D with respect to the Common Stock of EMCORE Corp. is a joint filing being made on their behalf. Dated: August 2, 2007 /s/ David Gelbaum ---------------------------------------------- David Gelbaum, Co-Trustee of The Quercus Trust /s/ Monica Chavez Gelbaum ---------------------------------------------- Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust /s/ David Gelbaum ---------------------------------------------- The Quercus Trust, David Gelbaum, Co-Trustee of The Quercus Trust 8 -----END PRIVACY-ENHANCED MESSAGE-----