Emcore Corp – ‘SC 13D’ on 8/13/01 re: Uniroyal Technology Corp

On:  Monday, 8/13/01, at 5:14pm ET   ·   Accession #:  950127-1-500265   ·   File #:  5-46299

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              6     34K 
 2: EX-10.1     Credit Agreement                                     144    506K 
 3: EX-10.2     Registration Rights Agreement                         19     78K 
 4: EX-10.3     Consent                                                1      5K 

SC 13D   —   General Statement of Beneficial Ownership
Document Table of Contents

SC 13D
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------

SCHEDULE 13D

 Under the Securities Exchange Act of 1934

 UNIROYAL TECHNOLOGY CORPORATION
 -------------------------------
(Name of Issuer)

Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)

 909163107
 ---------
(CUSIP Number)
EMCORE CORPORATION
 145 Belmont Drive
Somerset, New Jersey 08873
(732) 271-9090
--------------

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 2, 2001
--------------
 (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 |_|.       

SC 13D
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CUSIP No. 909163107                                                             
================================================================================

-------- -----------------------------------------------------------------------
1        NAME OF REPORTING PERSON                                               
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             

      EMCORE CORPORATION              I.R.S. IDENTIFICATION NO. 22-2746503

-------- -----------------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a)|_|
                                                                        (b)|X|
-------- -----------------------------------------------------------------------
3       SEC USE ONLY                                                          

-------- -----------------------------------------------------------------------
4       SOURCE OF FUNDS                                                       

OO                                                            
-------- -----------------------------------------------------------------------
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED           |_|
PURSUANT TO ITEMS 2(d) or 2(e)                                

-------- -----------------------------------------------------------------------
6       CITIZENSHIP OR PLACE OF ORGANIZATION                                  

New Jersey                                                    
----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY        7      SOLE VOTING POWER                   
OWNED BY EACH REPORTING PERSON              2,693,726                           
WITH                                                                            
                                    ------- ------------------------------------
                    8      SHARED VOTING POWER
            None
                                    ------- ------------------------------------
                       9      SOLE DISPOSITIVE POWER
                 2,693,726
                                    ------- ------------------------------------
                         10     SHARED DISPOSITIVE POWER
            None
-------- -----------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
2,693,726                                                     
-------- -----------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                 
        CERTAIN SHARES                                                     |_|

-------- -----------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

9.35%                                                       
-------- -----------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                                               

CO                                                            
-------- -----------------------------------------------------------------------

SC 13D
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CUSIP No. 909163107                                                             
================================================================================

-------- -----------------------------------------------------------------------
1        NAME OF REPORTING PERSON                                               
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             

      Russell, Thomas J.             I.R.S. IDENTIFICATION NO. ___________

-------- -----------------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a)|_|
                                                                        (b)|X|
-------- -----------------------------------------------------------------------
3       SEC USE ONLY                                                          

-------- -----------------------------------------------------------------------
4       SOURCE OF FUNDS                                                       

OO                                                            

-------- -----------------------------------------------------------------------
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED           |_|
PURSUANT TO ITEMS 2(d) or 2(e)                                

-------- -----------------------------------------------------------------------
6       CITIZENSHIP OR PLACE OF ORGANIZATION                                  

United States                                                 

----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY        7      SOLE VOTING POWER                   
OWNED BY EACH REPORTING PERSON              3,578,410                           
WITH                                                                            
                                    ------- ------------------------------------
                    8      SHARED VOTING POWER
                 2,693,726
                                    ------- ------------------------------------
                       9      SOLE DISPOSITIVE POWER
                 3,578,410
                                    ------- ------------------------------------
                         10     SHARED DISPOSITIVE POWER
                 2,693,726
-------- -----------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          
3,578,410                                                     
-------- -----------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                 
         CERTAIN SHARES                                                     |X|*

-------- -----------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

12.43%                                                        
-------- -----------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                                               

IN                                                            
-------- -----------------------------------------------------------------------

*Thomas J. Russell has sole voting power over the shares registered in his name 
and may be deemed to have shared voting power over Emcore's Shares by virtue of 
his position as Chairman of the Board of Directors of Emcore. The shared voting 
number reflects the number of shares that may, pursuant to Rule 13d-3 of the    
Exchange Act, be deemed to be the beneficial owner by Emcore's shares and is    
excluded from the aggregate amount beneficially owned.                          

SC 13D
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SCHEDULE 13D

 UNIROYAL TECHNOLOGY CORPORATION

Item 1.   Security and Issuer                                                   

          This  statement on Schedule 13D relates to the common stock,  $.01 par
value per share ("Common Stock"), of Uniroyal Technology Corporation, a Delaware
corporation  ("Uniroyal"),  the principal executive offices of which are located
at Two North Tamiami Trail, Suite 900, Sarasota Florida 34236.                  

Item 2.   Identity and Background                                               

          (a)  This   statement  on  Schedule  13D  is  being  filed  by  EMCORE
Corporation ("Emcore"),  a company incorporated under the laws of New Jersey and
is being filed by Thomas J. Russell.                                            

          (b) The  principal  executive  offices  of Emcore  are  located at 145
Belmont  Drive  Somerset,  New Jersey 08873.  The business  address of Thomas J.
Russell is located at Two North Tamiami  Drive,  Suite 1200,  Sarasota,  Florida
34236.                                                                          

          (c) Emcore designs,  develops and manufactures compound  semiconductor
wafers and devices and is a leading  developer and manufacturer of the tools and
manufacturing  processes  used to fabricate  compound  semiconductor  wafers and
devices. Thomas J. Russell is the Chairman of the Board of Emcore.              

          (d) During the past five  years,  none of the  persons  referred to in
Schedule  1 has been  convicted  in a  criminal  proceeding  (excluding  traffic
violations or similar misdemeanors).                                            

          (e) During the last five years,  neither  Emcore or Thomas J.  Russell
nor,  to the best of  Emcore's  or Thomas J.  Russell's  knowledge,  any persons
referred to in paragraph (a) above has been  convicted in a criminal  proceeding
(excluding traffic violations or similar  misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent  jurisdiction
as a result of which such  person 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) Thomas J. Russell is a citizen of the United States.    

Item 3.   Source and Amount of Funds or Other Consideration                     

          On August 2,  2001,  Emcore and  Uniroyal  entered  into a  Membership
Interest  Purchase  Agreement  dated August 2, 2001 whereby  among other things,
Uniroyal issued to Emcore  1,965,924 shares of Uniroyal Common Stock. The source
of the funds used in entering into the transactions  described above is Emcore's
membership interest in Uniroyal  Optoelectronics  LLC. Thomas J. Russell has not
acquired  additional  shares of Common Stock and has  previously  disclosed  his
source of funds in previous fillings.                                           

Item 4.   Purpose of the Transaction                                            

          The  purchase of the Common  Shares of the Company  made by Emcore was
made for investment purposes.                                                   

          Emcore may from time to time seek to dispose of or acquire  additional
Common Shares in the open market, or in privately  negotiated  transactions with
the Company or with other shareholders,  at prices and/or other terms acceptable
to Emcore.  The  decision  of whether to dispose of or acquire  such  additional
Common Shares and the timing of such dispositions or acquisitions,  if any, will
depend,  among other things,  on the prevailing price of the Common Shares,  the
availability  of  other  investment   opportunities   and  Emcore's   continuing
assessment of the desirability of increasing its equity interest in the Company.

          Except as described above and elsewhere herein, neither Emcore nor, to
its  knowledge,  any of the  individuals  or  entities  referred  to in  Item 2,
currently has any present plan or proposal  which relates to, or could result in
the occurrence of, any of the events  referred to in  subparagraphs  (a) through
(j) of Item 4 of Schedule 13D  (although  Emcore  reserves its rights to develop
such plans).                                                                    

Item 5.   Interest in Securities of the Issuer                                  

          (a) Emcore  directly  holds  2,693,726  shares of Common Stock,  which
would  represent  approximately  9.35%  of the  shares  of the  outstanding  and
issuable Common Stock (based on the Issuer's  representations  in the Membership
Interest Purchase  Agreement),  which consists of 1,965,924 shares held directly
and 727,802  shares  issuable upon the  conversion of a  convertible  note.  The
convertible  note is convertible on September 20, 2001.  Assuming  conversion of
the Note in full on August 2, 2001, Emcore would have received 727,802 shares of
Common Stock.  Thomas J. Russell  directly holds 3,578,410  shares,  which would
represent  approximately  12.43% of the shares of the  outstanding  and issuable
Common Stock (based on the Issuer's  representations in the Membership  Interest
Purchase  Agreement)  and may,  pursuant to Rule 13d-3 of the  Exchange  Act, be
deemed  to be the  beneficial  owner of  Emcore's  2,693,726  shares.  Thomas J.
Russell expressly declares that this statement is not an admission of beneficial
ownership of Emcore's  shares and expressly  disclaims  beneficial  ownership of
such shares.  Emcore expressly  declares that this statement is not an admission
of beneficial  ownership of Thomas J. Russell's  shares and expressly  disclaims
beneficial ownership of such shares.                                            

          (b)  Emcore  has the sole  power to vote or direct  to vote  2,693,726
shares of Common Stock, which would represent  approximately 9.35% of the shares
of  the   outstanding   and  issuable   Common  Stock  (based  on  the  Issuer's
representations  in the  Membership  Interest  Purchase  Agreement).  Thomas  J.
Russell has the sole power to vote or direct to vote 3,578,410  shares of Common
Stock,  which  would  represent  approximately  12.43%  of  the  shares  of  the
outstanding and issuable Common Stock (based on the Issuer's  representations in
the Membership Interest Purchase Agreement).                                    

          (c) Except as described  herein,  neither  Emcore or Thomas J. Russell
nor,  to the best of  Emcore's  knowledge,  any of the  persons  referred  to in
Schedule I attached hereto, beneficially owns or has acquired or disposed of any
shares of Common Stock during the past 60 days.                                 

(d) Not applicable.                                         

(e) Not applicable.                                         

Item 6.   Contracts, Arrangements, Understandings or Relationships with  Respect
to Securities of the Issuer                                 

Credit  Agreement.  Pursuant to a Credit Agreement dated August 2, 2001,  Emcore
was issued a note (the "Note") from  Uniroyal  Technologies  Corporation  in the
principal  amount of $5,000,000.  The Note is convertible  into Uniroyal  Common
Stock at the  earlier  of  Uniroyal's  consummation  of the  disposition  of its
adhesive  division or September 20, 2001 untill the Note is repaid in full.  The
note is  convertible  at  Emcore's  option  into a number of shares  computed by
dividing the  principal  amount of the Note by the trading  price of  Uniroyal's
Common Stock, but no higher than $8.39 or lower than $6.87. If Uniroyal fails to
repay the Note after the  earlier  to occur of  Uniroyal's  consummation  of the
disposition  of its adhesive  division or September 20, 2001,  Uniroyal must pay
additional interest of 433 Shares per day.                                      

Registration  Rights  Agreement.   Emcore  pursuant  to  a  Registration  Rights
Agreement, dated August 2, 2001, has certain registration rights, including that
Uniroyal  must  file and  maintain  the  effectiveness  of a shelf  registration
statement  covering  the resale of all of  Emcore's  shares  and are  subject to
customary terms and conditions.                                                 

Item 7.   Material to be filed as Exhibits                                      

10.1      Credit Agreement, dated August 2, 2001.                               

10.2      Registration Rights Agreement, dated August 2, 2001.                  

10.3      Consent of Dr. Thomas J. Russell, dated August 13, 2001.              

SC 13D
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 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.                                                                        

Dated:  August 13, 2001                                                         

                EMCORE Corporation

                By: /s/Tom Werthan
                                      ----------------------------------
                     Name: Tom Werthan
                                  Title: Chief Financial Officer

SC 13D
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Schedule I

Set forth below is the name, present principal occupation or employment of the  
Board of Directors and each executive officer of Emcore Corporation. The        
principal address of Emcore Corporation and, unless indicated below, the current
business address for each individual listed below is 145 Belmont Drive,         
Somerset, New Jersey 08873 Tel. No.: (732) 271-9090.                            

                                                        [Enlarge/Download Table]

Name/                                    Citizenship    Present Principal Occupation and Business Address of
Position at Emcore/                                     Employer                                            
Current Business Address                                                                                    

                                                                                                            
Hugh H. Fenwick                          United States  Mayor of Bernardsville, NJ                          
Director                                                c/o Emcore Corporation                              
                                                        145 Belmont Drive                                   
                                                        Somerset, New Jersey 08873                          

John J. Hogan, Jr.                       United States  President of private investment management company  
Director                                                c/o Emcore Corporation                              
                                                        145 Belmont Drive                                   
                                                        Somerset, New Jersey 08873                          

Robert Louis-Dreyfus                     France         Chairman of the Board of Directors and Chief        
Director                                                Executive Officer of adidas-Salomon AG              
                                                        c/o Emcore Corporation                              
                                                        145 Belmont Drive                                   
                                                        Somerset, New Jersey 08873                          

Reuben F. Richards                       United States  President and Chief Executive Officer, EMCORE       
President and Chief Operating Officer                   Corporation                                         
                                                        c/o Emcore Corporation                              
                                                        145 Belmont Drive                                   
                                                        Somerset, New Jersey 08873                          

Thomas J. Russell                        United States  Chairman of the Board, EMCORE Corporation           
Director and Chairman of the Board                      c/o Emcore Corporation                              
                                                        145 Belmont Drive                                   
                                                        Somerset, New Jersey 08873                          

Charles Scott                            England        Chairman, Cordiant 1998 Communications Group plc    
Director                                                c/o Emcore Corporation                              
                                                        145 Belmont Drive                                   
                                                        Somerset, New Jersey 08873                          

Richard A. Stall                         United States  Chief Technology Officer, EMCORE Corporation        
Director and Vice President Technology                  c/o Emcore Corporation                              
                                                        145 Belmont Drive                                   
                                                        Somerset, New Jersey 08873                          

Shigeo Takayama                          Japan          Chairman, President & Founder of Hakuto Co., Ltd.   
Director                                                c/o Emcore Corporation                              
                                                        145 Belmont Drive                                   
                                                        Somerset, New Jersey 08873                          

Thomas G. Werthan                        United States  Chief Financial Officer, EMCORE Corporation         
Director, Chief Financial Officer, Vice                 c/o Emcore Corporation                              
President--Finance and Administration                   145 Belmont Drive                                   
                                                        Somerset, New Jersey 08873                          

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		9/20/01		4					None on these Dates
Filed on:		8/13/01		4		5
		8/2/01		1		4
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