<PAGE> 1
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
Emcore Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
290846-10-4
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(CUSIP Number)
James Coonan - Masuda, Funai, Eifert & Mitchell, Ltd.
One East Wacker Drive, Chicago, Illinois 60601 Tel: (312) 245-7500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 18, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [x]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
PAGE 1 OF 7 PAGES
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SCHEDULE 13D
- --------------------------------------- -------------------------------------
CUSIP NO. 290846-10-4 Page 2 of 7 Pages
- --------------------------------------- -------------------------------------
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HAKUTO CO. LTD.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS [ ]
2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
JAPAN
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7 SOLE VOTING POWER
367,368
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8 SHARED VOTING POWER
0
------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
367,368
------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
367,368 (21,486 of which are purchasable pursuant to a warrant)
- ------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- ------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
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14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
ITEM 1. SECURITY AND ISSUER
The class of securities to which this statement relates is the Common Stock
(the "Shares") of Emcore Corporation, a corporation organized under the laws of
New Jersey (the "Issuer").
The address of the principal executive office of the Issuer is 394 Elizabeth
Avenue, Somerset, New Jersey 08873.
ITEM 2. IDENTITY AND BACKGROUND
Name: Hakuto Co. Ltd. ("Hakuto")
Place of Organization: Japan
Principal Business: Hakuto is in the business of importing and
distributing electronic, scientific, manufacturing and
chemical products.
Address of
Principal Business: 1-1-13 Shinjuku, Shinjuku-ku, Tokyo 160 Japan
Address of
Principal Office: 1-1-13 Shinjuku, Shinjuku-ku, Tokyo 160 Japan
Appendix A, which is incorporated herein by reference, lists each person who is
an executive officer or director of Hakuto, controls Hakuto or is an executive
officer or director of any corporation or person ultimately in control of
Hakuto. Appendix A also provides the business address, principal occupation
and citizenship of such persons. The persons listed on Appendix A are
collectively referred to herein as the "Directors and Executive Officers".
During the last five years, neither Hakuto nor, to its knowledge, any of the
Directors and Executive Officers has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
During the last five years, neither Hakuto nor, to its knowledge, any of the
Directors and Executive Officers was 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 violation of, or prohibiting or mandating activities subject
to, federal securities laws or finding any violation with respect to such laws.
PAGE 3 OF 7 PAGES
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The funds of approximately $3.82 million to purchase the Shares that triggered
the requirement that this Form 13D be filed were derived from the working
capital of Hakuto.
ITEM 4. PURPOSE OF TRANSACTION
Hakuto purchased the Shares reported in this filing for investment purposes,
and in order to strengthen Hakuto's working relationship with the Issuer.
Hakuto distributes certain of the Issuer's products in several Asian countries.
As of the time of this filing, there are no plans or proposals that relate to
or would result in any of the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D. However, the plans and intentions of Hakuto may change
at any time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Hakuto beneficially owns 367,368 Shares, which represents 6.7% of the
total amount of issued and outstanding Shares.
(b) Hakuto has the sole power to vote and to dispose of all of the Shares
reported hereunder.
(c) None.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIP WITH RESPECT TO
SECURITIES OF THE ISSUER
None.
PAGE 4 OF 7 PAGES
<PAGE> 5
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
March 24, 1997 HAKUTO CO. LTD.
/s/ James M. Coonan
----------------------------
James M. Coonan, Esq.
Authorized Representative*
* A power of attorney is attached hereto as Appendix B.
PAGE 5 OF 7 PAGES
<PAGE> 6
APPENDIX A
DIRECTORS AND EXECUTIVE OFFICERS OF HAKUTO CO. LTD.
The following persons are the directors and executive officers of Hakuto Co.
Ltd.:
Name Position
---- --------
Shigeo Takayama President and CEO
Akinori Murakami Executive Vice President
Kanemasa Kodama Senior Vice President
Kazutomo Ikeda Senior Vice President
Yoshiaki Kuno Senior Vice President
Toshiaki Hirai Vice President
Kenichi Uchida Vice President
Yoshihito Akiyama Vice President
Nobuyoshi Ninokata Vice President
Tomoyuki Yamawaki Vice President
Koichi Mori Vice President
Akira Nakazawa Vice President
Tetsuro Inagaki Vice President
Eiichi Miyake Vice President
Ken Takayama Vice President
Each of the persons listed above is a full-time employee of Hakuto, except for
Ken Takayama, who, in additon to working as a Vice President of Hakuto, is a
medical researcher at the University of Washington, and Eiichi Miyake, who, in
addition to working as a Vice President of Hakuto, is the president of San-ei
Giken, which is 49% owned by Hakuto. Except for Mr. Ken Takayama, who is a
U.S. citizen, each person listed above is a citizen of Japan.
PAGE 6 OF 7 PAGES
<PAGE> 7
APPENDIX B
[HAKUTO CO., LETTERHEAD]
POWER OF ATTORNEY
HAKUTO CO. LTD., a corporation organized under the laws of Japan (the
"Company"), hereby makes, constitutes, and appoints each of MASARU FUNAI and
JAMES COONAN of Masuda, Funai, Eifert & Mitchell, Ltd., the Company's United
States legal counsel, as a true and lawful attorney for and in the Company's
name, to execute and deliver, jointly and severally, all documents and take
such actions as may be necessary or appropriate to prepare and file with the
United States Securities and Exchange Commission, and any other federal or
state agency, all reports, filings and documents relating to the acquisition,
ownership or disposition of securities of EMCORE Corporation, giving and
granting unto each of MASARU FUNAI and JAMES COONAN, said attorneys, full power
and attorney, jointly and severally, to do and perform all acts in connection
therewith as the Company could do in its own stead, with full power of
substitution and revocation, hereby ratifying and confirming all that either
MASARU FUNAI and JAMES COONAN or their substitutes shall lawfully do or cause
to be done by virtue thereof.
IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be
executed this 21st day of March, 1997.
HAKUTO CO., LTD.
By: /s/ Tomoyuki Yamawaki
-------------------------------------
Name: Tomoyuki Yamawaki
Title: Vice President, Corporate Planning
PAGE 7 OF 7 PAGES
