<PAGE>   1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 2000

                                                          REGISTRATION NO. 333-

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                               EMCORE CORPORATION
       -----------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           NEW JERSEY                                   22-2746503
-------------------------------            ------------------------------------
(STATE OR OTHER JURISDICTION OF            (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)



                394 ELIZABETH AVENUE, SOMERSET, NEW JERSEY 08873
       -----------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                               EMCORE CORPORATION
                             2000 STOCK OPTION PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
       -----------------------------------------------------------------
                            (FULL TITLE OF THE PLANS)

                                THOMAS G. WERTHAN
                               EMCORE CORPORATION
                              394 ELIZABETH AVENUE
                           SOMERSET, NEW JERSEY 08873
       -----------------------------------------------------------------
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (732) 271-9090
       -----------------------------------------------------------------
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:

                             JORGE L. FREELAND, ESQ.
                                WHITE & CASE LLP
                          200 SOUTH BISCAYNE BOULEVARD
                                   SUITE 4900
                              MIAMI, FLORIDA 33131
                                 (305) 371-2700
       -----------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===================================================================================================================================
                                                                       PROPOSED MAXIMUM     PROPOSED MAXIMUM
             TITLE OF SECURITIES                   AMOUNT TO BE       OFFERING PRICE PER   AGGREGATE OFFERING        AMOUNT OF
               TO BE REGISTERED                    REGISTERED(1)           SHARE(2)             PRICE(2)         REGISTRATION FEE
----------------------------------------------- -------------------- --------------------- -------------------- --------------------
<S>                                               <C>                       <C>               <C>                      <C>
2000 Stock Option Plan
   Common Stock, without par value                725,000 shares            $ 85.8125         $ 62,214,062.50          $ 16,424.52
----------------------------------------------- -------------------- --------------------- -------------------- --------------------
2000 Employee Stock Purchase Plan

   Common Stock, without par value                500,000 shares            $ 85.8125         $ 42,906,250.00          $ 11,327.25
       TOTAL                                    1,225,000 shares                                                       $ 27,751.77
===================================================================================================================================

</TABLE>


(1)  Plus an indeterminate number of additional shares of Common Stock that may
     be offered and issued pursuant to stock dividends, stock splits or similar
     transactions.

(2)  Estimated pursuant to Rule 457(h) of the General Rules and Regulations
     under the Securities Act of 1933, as amended (the "Securities Act"), for
     the purpose of computing the registration fee, based on the average of the
     high and low sales price on the Nasdaq National Market on May 15, 2000.


<PAGE>   2


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         EMCORE Corporation (the "Company" or "EMCORE") hereby incorporates by
reference the following documents:

         (a) The Company's latest annual report on Form 10-K filed with the
Commission on December 29, 1999, as amended on January 13, 2000.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the Company's fiscal year 1999.

         (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-3, as amended, as declared effective
by the Commission on February 4, 2000 (Reg. No. 333-94911).

         In addition, all documents the Company filed pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all securities offered herein have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is
incorporated or deemed to be incorporated herein by reference modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         EMCORE's Restated Certificate of Incorporation provides that the
Company shall indemnify its directors and officers to the full extent permitted
by New Jersey law.

         Section 14A:2-7 of the New Jersey Business Corporation Act provides
that a New Jersey corporation's:



<PAGE>   3


         "certificate of incorporation may provide that a director or officer
shall not be personally liable, or shall be liable only to the extent therein
provided, to the corporation or its shareholders for damages for breach of any
duty owed to the corporation or its shareholders, except that such provision
shall not relieve a director or officer from liability for any breach of duty
based upon an act or omission (a) in breach of such person's duty of loyalty to
the corporation or its shareholders, (b) not in good faith or involving a
knowing violation of law or (c) resulting in receipt by such person of an
improper personal benefit. As used in this subsection, an act or omission in
breach of a person's duty of loyalty means an act or omission which that person
knows or believes to be contrary to the best interests of the corporation or its
shareholders in connection with a matter in which he has a material conflict of
interest."

         In addition, Section 14A:3-5 (1995) of the New Jersey Business
Corporation Act (1995), entitled "Indemnification of Directors, Officers and
Employees," provides as follows:

         (1)      As used in this section,

                  (a) "Corporate agent" means any person who is or was a
         director, officer, employee or agent of the indemnifying corporation or
         of any constituent corporation absorbed by the indemnifying corporation
         in a consolidation or merger and any person who is or was a director,
         officer, trustee, employee or agent of any other enterprise, serving as
         such at the request of the indemnifying corporation, or of any such
         constituent corporation, or the legal representative of any such
         director, officer, trustee, employee or agent;

                  (b) "Other enterprise" means any domestic or foreign
         corporation, other than the indemnifying corporation, and any
         partnership, joint venture, sole proprietorship, trust or other
         enterprise, whether or not for profit, served by a corporate agent;

                  (c) "Expenses" means reasonable costs, disbursements and
         counsel fees;

                  (d) "Liabilities" means amounts paid or incurred in
         satisfaction of settlements, judgments, fines and penalties;

                  (e) "Proceeding" means any pending, threatened or completed
         civil, criminal, administrative or arbitrative action, suit or
         proceeding, and any appeal therein and any inquiry or investigation
         which could lead to such action, suit or proceeding; and

                  (f) References to "other enterprises" include employee benefit
         plans; references to "fines" include any excise taxes assessed on a
         person with respect to an employee benefit plan; and references to
         "serving at the request of the indemnifying corporation" include any
         service as a corporate agent which imposes duties on, or involves




                                      -2-
<PAGE>   4



         services by, the corporate agent with respect to an employee benefit
         plan, its participants, or beneficiaries; and a person who acted in
         good faith and in a manner the person reasonably believed to be in the
         interest of the participants and beneficiaries of an employee benefit
         plan shall be deemed to have acted in a manner "not opposed to the best
         interests of the corporation" as referred to in this section.

                  (2) Any corporation organized for any purpose under any
         general or special law of this State shall have the power to indemnify
         a corporate agent against his expenses and liabilities in connection
         with any proceeding involving the corporate agent by reason of his
         being or having been such a corporate agent, other than a proceeding by
         or in the right of the corporation, if

                  (a) Such corporate agent acted in good faith and in a manner
         he reasonably believed to be in or not opposed to the best interests of
         the corporation; and

                  (b) With respect to any criminal proceeding, such corporate
         agent had no reasonable cause to believe his conduct was unlawful. The
         termination of any proceeding by judgment, order, settlement,
         conviction or upon a plea of nolo contendere or its equivalent, shall
         not of itself create a presumption that such corporate agent did not
         meet the applicable standards of conduct set forth in paragraphs
         14A:3-5(2)(a) and 14A:3-5(2)(b).

                  (3) Any corporation organized for any purpose under any
         general or special law of this State shall have the power to indemnify
         a corporate agent against his expenses in connection with any
         proceeding by or in the right of the corporation to procure a judgment
         in its favor which involves the corporate agent by reason for his being
         or having been such corporate agent, if he acted in good faith and in a
         manner he reasonably believed to be in or not opposed to the best
         interests of the corporation. However, in such proceeding no
         indemnification shall be provided in respect of any claim, issue or
         matter as to which such corporate agent shall have been adjudged to be
         liable to the corporation, unless and only to the extent that the
         Superior Court or the court in which such proceeding was brought shall
         determine upon application that despite the adjudication of liability,
         but in view of all circumstances of the case, such corporate agent is
         fairly and reasonably entitled to indemnity for such expenses as the
         Superior Court or such other court shall deem proper.

                  (4) Any corporation organized for any purpose under any
         general or special law of this State shall indemnify a corporate agent
         against expenses to the extent that such corporate agent has been
         successful on the merits or otherwise in any proceeding referred to in
         subsections 14A:3-5(2) and 14A:3-5(3) or in defense of any claim, issue
         or matter therein.

                  (5) Any indemnification under subsection 14A:3-5(2) and,
         unless ordered by a court, under subsection 14A:3-5(3) may be made by
         the corporation only as authorized in a specific case upon a
         determination that indemnification is proper in the circumstances




                                      -3-
<PAGE>   5


         because the corporate agent met the applicable standard of conduct set
         forth in subsection 14A:3-5(2) or subsection 14A:3-5(3). Unless
         otherwise provided in the certificate of incorporation or bylaws, such
         determination shall be made.

                  (a) By the board of directors or a committee thereof, acting
         by a majority vote of a quorum consisting of directors who were not
         parties to or otherwise involved in the proceeding; or

                  (b) If such a quorum is not obtainable, or, even if obtainable
         and such quorum of the board of directors or committee by a majority
         vote of the disinterested directors so directs, by independent legal
         counsel, in a written opinion, such counsel to be designated by the
         board of directors; or

                  (c) By the shareholders if the certificate of incorporation or
         bylaws or a resolution of the board of directors or of the shareholders
         so directs.

                  (6) Expenses incurred by a corporate agent in connection with
         a proceeding may be paid by the corporation in advance of the final
         disposition of the proceeding as authorized by the board of directors
         upon receipt of an undertaking by or on behalf of the corporate agent
         to repay such amount if it shall ultimately be determined that he is
         not entitled to be indemnified as provided in this section.

                  (7)(a) If a corporation upon application of a corporate agent
         has failed or refused to provide indemnification as required under
         subsection 14A:3-5(4) or permitted under subsections 14A:3-5(2),
         14A:3-5(3) and 14A:3-5(6), a corporate agent may apply to a court for
         an award of indemnification by the corporation, and such court

                  (i) may award indemnification to the extent authorized under
         subsections 14A:3-5(2) and 14A:3-5(3) and shall award indemnification
         to the extent required under subsection 14A:3-5(4), notwithstanding any
         contrary determination which may have been made under subsection
         14A:3-5(5); and

                  (ii) may allow reasonable expenses to the extent authorized
         by, and subject to the provisions of, subsection 14A:3-5(6), if the
         court shall find that the corporate agent has by his pleadings or
         during the course of the proceeding raised genuine issues of fact or
         law.

         (b)      Application for such indemnification may be made:

                  (i) in the civil action in which the expenses were or are to
         be incurred or other amounts were or are to be paid; or




                                      -4-
<PAGE>   6


                  (ii) to the Superior Court in a separate proceeding. If the
         application is for indemnification arising out of a civil action, it
         shall set forth reasonable cause for the failure to make application
         for such relief in the action or proceeding in which the expenses were
         or are to be incurred or other amounts were or are to be paid.

                  The application shall set forth the disposition of any
         previous application for indemnification and shall be made in such
         manner and form as may be required by the applicable rules of court or,
         in the absence thereof, by direction of the court to which it is made.
         Such application shall be upon notice to the corporation. The court may
         also direct that notice shall be given at the expense of the
         corporation to the shareholders and such other persons as it may
         designate in such manner as it may require.

                  (8) The indemnification and advancement of expenses provided
         by or granted pursuant to the other subsections of this section shall
         not exclude any other rights, including the right to be indemnified
         against liabilities and expenses incurred in proceedings by or in the
         right of the corporation, to which a corporate agent may be entitled
         under a certificate of incorporation, bylaw, agreement, vote of
         shareholders, or otherwise; provided that no indemnification shall be
         made to or on behalf of a corporate agent if a judgment or other final
         adjudication adverse to the corporate agent establishes that his acts
         or omissions (a) were in breach of his duty of loyalty to the
         corporation or its shareholders, as defined in subsection (3) of
         N.J.S.14A:2-7, (b) were not in good faith or involved a knowing
         violation of law or (c) resulted in receipt by the corporate agent of
         an improper personal benefit.

                  (9) Any corporation organized for any purpose under any
         general or special law of this State shall have the power to purchase
         and maintain insurance on behalf of any corporate agent against any
         expenses incurred in any proceeding and any liabilities asserted
         against him by reason of his being or having been a corporate agent,
         whether or not the corporation would have the power to indemnify him
         against such expenses and liabilities under the provisions of this
         section. The corporation may purchase such insurance from, or such
         insurance may be reinsured in whole or in part by, an insurer owned by
         or otherwise affiliated with the corporation, whether or not such
         insurer does business with other insureds.

                  (10) The powers granted by this section may be exercised by
         the corporation, notwithstanding the absence of any provision in its
         certificate of incorporation or bylaws authorizing the exercise of such
         powers.

                  (11) Except as required by subsection 14A:3-5(4), no
         indemnification shall be made or expenses advanced by a corporation
         under this section, and none shall be ordered by a court, if such
         action would be inconsistent with a provision of the certificate of
         incorporation, a bylaw, a resolution of the board of directors or of




                                      -5-
<PAGE>   7



         the shareholders, an agreement or other proper corporate action, in
         effect at the time of the accrual of the alleged cause of action
         asserted in the proceeding, which prohibits, limits or otherwise
         conditions the exercise of indemnification powers by the corporation or
         the rights of indemnification to which a corporate agent may be
         entitled.

                  (12) This section does not limit a corporation's power to pay
         or reimburse expenses incurred by a corporate agent in connection with
         the corporate agent's appearance as a witness in a proceeding at a time
         when the corporate agent has not been made a party to the proceeding.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         The following is a complete list of exhibits filed as part of this
Registration Statement:

EXHIBIT
   NO.       DESCRIPTION
-------      ------------

4.1         Specimen certificate for shares of Common Stock.(1)

4.2         The Company's 2000 Stock Option Plan, adopted by the Company's Board
            of Directors and Shareholders on November 8, 1999 and February 16,
            2000, respectively.(2)

4.3         The Company's 2000 Employee Stock Purchase Plan, adopted by the
            Company's Board of Directors and Shareholders on November 8, 1999
            and February 16, 2000, respectively.(2)

5.1         Opinion of White & Case LLP.(2)

23.1        Consent of White & Case LLP.(2)(3)

23.2        Consent of Deloitte & Touche LLP.(2)

(1)  Filed as an Exhibit to the Company's Registration Statement on Form S-1,
     No. 333-18565 and incorporated herein by reference.

(2)  Filed herewith.

(3)  Included in Exhibit 5.1.



                                      -6-
<PAGE>   8



ITEM 9.  UNDERTAKINGS.

         (a)      The Company hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement; and

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, each such post-effective
                           amendment shall be deemed to be a new Registration
                           Statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission





                                      -7-
<PAGE>   9



such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                      -8-
<PAGE>   10




                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Somerset, State of New Jersey, on this 18th day of
May, 2000.

                  EMCORE Corporation

                  By:      /s/ Thomas G. Werthan
                           -------------------------------------------
                           Thomas G. Werthan
                           Vice President, Finance and Administration
                           and Chief Financial Officer

         Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the date indicated.
<TABLE>
<CAPTION>

                SIGNATURE                                             TITLE                              DATE
                ---------                                             -----                              ----

<S>                                             <C>                                                <C>
          /s/ Thomas J. Russell                 Chairman of the Board of Directors                 May 18, 2000
-------------------------------------------
            Thomas J. Russell

       /s/ Reuben F. Richards, Jr.              President, Chief Executive Officer and             May 18, 2000
-------------------------------------------     Director (Principal Executive Officer)
         Reuben F. Richards, Jr.

          /s/ Thomas G. Werthan                 Vice President, Chief Financial Officer, and       May 18, 2000
-------------------------------------------     Director
            Thomas G. Werthan                   (Principal Accounting and Financial Officer)

           /s/ Richard A. Stall
-------------------------------------------     Director                                           May 18, 2000
             Richard A. Stall

            /s/ Charles Scott                   Director                                           May 18, 2000
-------------------------------------------
              Charles Scott

         /s/ Robert Louis-Dreyfus               Director                                           May 18, 2000
-------------------------------------------
           Robert Louis-Dreyfus

           /s/ Hugh H. Fenwick                  Director                                           May 18, 2000
-------------------------------------------
             Hugh H. Fenwick

           /s/ Shigeo Takayama                  Director                                           May 18, 2000
-------------------------------------------
             Shigeo Takayama

          /s/ John J. Hogan, Jr.                Director                                           May 18, 2000
-------------------------------------------
            John J. Hogan, Jr.


</TABLE>



                                      -9-
<PAGE>   11


                                  EXHIBIT INDEX

EXHIBIT
   NO.      DESCRIPTION
--------    -----------

4.2         The Company's 2000 Stock Option Plan, adopted by the Company's Board
            of Directors and Shareholders on November 8, 1999 and February 16,
            2000, respectively.

4.3         The Company's 2000 Employee Stock Purchase Plan, adopted by the
            Company's Board of Directors and Shareholders on November 8, 1999
            and February 16, 2000, respectively.

5.1         Opinion of White & Case LLP.

23.1        Consent of White & Case LLP (included in Exhibit 5.1 to this
            Registration Statement).

23.2        Consent of Deloitte & Touche LLP.



                                      -10-
[{"type": "S-8", "sequence": "1", "description": "EMCORE CORPORATION", "secsgml_size_bytes": 29965}]
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1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 2000

                                                          REGISTRATION NO. 333-

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                               EMCORE CORPORATION
       -----------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           NEW JERSEY                                   22-2746503
-------------------------------            ------------------------------------
(STATE OR OTHER JURISDICTION OF            (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

                394 ELIZABETH AVENUE, SOMERSET, NEW JERSEY 08873
       -----------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                               EMCORE CORPORATION
                             2000 STOCK OPTION PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
       -----------------------------------------------------------------
                            (FULL TITLE OF THE PLANS)

                                THOMAS G. WERTHAN
                               EMCORE CORPORATION
                              394 ELIZABETH AVENUE
                           SOMERSET, NEW JERSEY 08873
       -----------------------------------------------------------------
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (732) 271-9090
       -----------------------------------------------------------------
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:

                             JORGE L. FREELAND, ESQ.
                                WHITE & CASE LLP
                          200 SOUTH BISCAYNE BOULEVARD
                                   SUITE 4900
                              MIAMI, FLORIDA 33131
                                 (305) 371-2700
       -----------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                       PROPOSED MAXIMUM     PROPOSED MAXIMUM
             TITLE OF SECURITIES                   AMOUNT TO BE       OFFERING PRICE PER   AGGREGATE OFFERING        AMOUNT OF
               TO BE REGISTERED                    REGISTERED(1)           SHARE(2)             PRICE(2)         REGISTRATION FEE
----------------------------------------------- -------------------- --------------------- -------------------- --------------------
2000 Stock Option Plan
   Common Stock, without par value                725,000 shares            $ 85.8125         $ 62,214,062.50          $ 16,424.52
----------------------------------------------- -------------------- --------------------- -------------------- --------------------
2000 Employee Stock Purchase Plan

   Common Stock, without par value                500,000 shares            $ 85.8125         $ 42,906,250.00          $ 11,327.25
       TOTAL                                    1,225,000 shares                                                       $ 27,751.77
===================================================================================================================================
(1)  Plus an indeterminate number of additional shares of Common Stock that may
     be offered and issued pursuant to stock dividends, stock splits or similar
     transactions.

(2)  Estimated pursuant to Rule 457(h) of the General Rules and Regulations
     under the Securities Act of 1933, as amended (the "Securities Act"), for
     the purpose of computing the registration fee, based on the average of the
     high and low sales price on the Nasdaq National Market on May 15, 2000.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         EMCORE Corporation (the "Company" or "EMCORE") hereby incorporates by
reference the following documents:

         (a) The Company's latest annual report on Form 10-K filed with the
Commission on December 29, 1999, as amended on January 13, 2000.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the Company's fiscal year 1999.

         (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-3, as amended, as declared effective
by the Commission on February 4, 2000 (Reg. No. 333-94911).

         In addition, all documents the Company filed pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all securities offered herein have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is
incorporated or deemed to be incorporated herein by reference modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         EMCORE's Restated Certificate of Incorporation provides that the
Company shall indemnify its directors and officers to the full extent permitted
by New Jersey law.

         Section 14A:2-7 of the New Jersey Business Corporation Act provides
that a New Jersey corporation's:
3

         "certificate of incorporation may provide that a director or officer
shall not be personally liable, or shall be liable only to the extent therein
provided, to the corporation or its shareholders for damages for breach of any
duty owed to the corporation or its shareholders, except that such provision
shall not relieve a director or officer from liability for any breach of duty
based upon an act or omission (a) in breach of such person's duty of loyalty to
the corporation or its shareholders, (b) not in good faith or involving a
knowing violation of law or (c) resulting in receipt by such person of an
improper personal benefit. As used in this subsection, an act or omission in
breach of a person's duty of loyalty means an act or omission which that person
knows or believes to be contrary to the best interests of the corporation or its
shareholders in connection with a matter in which he has a material conflict of
interest."

         In addition, Section 14A:3-5 (1995) of the New Jersey Business
Corporation Act (1995), entitled "Indemnification of Directors, Officers and
Employees," provides as follows:

         (1)      As used in this section,

                  (a) "Corporate agent" means any person who is or was a
         director, officer, employee or agent of the indemnifying corporation or
         of any constituent corporation absorbed by the indemnifying corporation
         in a consolidation or merger and any person who is or was a director,
         officer, trustee, employee or agent of any other enterprise, serving as
         such at the request of the indemnifying corporation, or of any such
         constituent corporation, or the legal representative of any such
         director, officer, trustee, employee or agent;

                  (b) "Other enterprise" means any domestic or foreign
         corporation, other than the indemnifying corporation, and any
         partnership, joint venture, sole proprietorship, trust or other
         enterprise, whether or not for profit, served by a corporate agent;

                  (c) "Expenses" means reasonable costs, disbursements and
         counsel fees;

                  (d) "Liabilities" means amounts paid or incurred in
         satisfaction of settlements, judgments, fines and penalties;

                  (e) "Proceeding" means any pending, threatened or completed
         civil, criminal, administrative or arbitrative action, suit or
         proceeding, and any appeal therein and any inquiry or investigation
         which could lead to such action, suit or proceeding; and

                  (f) References to "other enterprises" include employee benefit
         plans; references to "fines" include any excise taxes assessed on a
         person with respect to an employee benefit plan; and references to
         "serving at the request of the indemnifying corporation" include any
         service as a corporate agent which imposes duties on, or involves

                                      -2-
4

         services by, the corporate agent with respect to an employee benefit
         plan, its participants, or beneficiaries; and a person who acted in
         good faith and in a manner the person reasonably believed to be in the
         interest of the participants and beneficiaries of an employee benefit
         plan shall be deemed to have acted in a manner "not opposed to the best
         interests of the corporation" as referred to in this section.

                  (2) Any corporation organized for any purpose under any
         general or special law of this State shall have the power to indemnify
         a corporate agent against his expenses and liabilities in connection
         with any proceeding involving the corporate agent by reason of his
         being or having been such a corporate agent, other than a proceeding by
         or in the right of the corporation, if

                  (a) Such corporate agent acted in good faith and in a manner
         he reasonably believed to be in or not opposed to the best interests of
         the corporation; and

                  (b) With respect to any criminal proceeding, such corporate
         agent had no reasonable cause to believe his conduct was unlawful. The
         termination of any proceeding by judgment, order, settlement,
         conviction or upon a plea of nolo contendere or its equivalent, shall
         not of itself create a presumption that such corporate agent did not
         meet the applicable standards of conduct set forth in paragraphs
         14A:3-5(2)(a) and 14A:3-5(2)(b).

                  (3) Any corporation organized for any purpose under any
         general or special law of this State shall have the power to indemnify
         a corporate agent against his expenses in connection with any
         proceeding by or in the right of the corporation to procure a judgment
         in its favor which involves the corporate agent by reason for his being
         or having been such corporate agent, if he acted in good faith and in a
         manner he reasonably believed to be in or not opposed to the best
         interests of the corporation. However, in such proceeding no
         indemnification shall be provided in respect of any claim, issue or
         matter as to which such corporate agent shall have been adjudged to be
         liable to the corporation, unless and only to the extent that the
         Superior Court or the court in which such proceeding was brought shall
         determine upon application that despite the adjudication of liability,
         but in view of all circumstances of the case, such corporate agent is
         fairly and reasonably entitled to indemnity for such expenses as the
         Superior Court or such other court shall deem proper.

                  (4) Any corporation organized for any purpose under any
         general or special law of this State shall indemnify a corporate agent
         against expenses to the extent that such corporate agent has been
         successful on the merits or otherwise in any proceeding referred to in
         subsections 14A:3-5(2) and 14A:3-5(3) or in defense of any claim, issue
         or matter therein.

                  (5) Any indemnification under subsection 14A:3-5(2) and,
         unless ordered by a court, under subsection 14A:3-5(3) may be made by
         the corporation only as authorized in a specific case upon a
         determination that indemnification is proper in the circumstances

                                      -3-
5

         because the corporate agent met the applicable standard of conduct set
         forth in subsection 14A:3-5(2) or subsection 14A:3-5(3). Unless
         otherwise provided in the certificate of incorporation or bylaws, such
         determination shall be made.

                  (a) By the board of directors or a committee thereof, acting
         by a majority vote of a quorum consisting of directors who were not
         parties to or otherwise involved in the proceeding; or

                  (b) If such a quorum is not obtainable, or, even if obtainable
         and such quorum of the board of directors or committee by a majority
         vote of the disinterested directors so directs, by independent legal
         counsel, in a written opinion, such counsel to be designated by the
         board of directors; or

                  (c) By the shareholders if the certificate of incorporation or
         bylaws or a resolution of the board of directors or of the shareholders
         so directs.

                  (6) Expenses incurred by a corporate agent in connection with
         a proceeding may be paid by the corporation in advance of the final
         disposition of the proceeding as authorized by the board of directors
         upon receipt of an undertaking by or on behalf of the corporate agent
         to repay such amount if it shall ultimately be determined that he is
         not entitled to be indemnified as provided in this section.

                  (7)(a) If a corporation upon application of a corporate agent
         has failed or refused to provide indemnification as required under
         subsection 14A:3-5(4) or permitted under subsections 14A:3-5(2),
         14A:3-5(3) and 14A:3-5(6), a corporate agent may apply to a court for
         an award of indemnification by the corporation, and such court

                  (i) may award indemnification to the extent authorized under
         subsections 14A:3-5(2) and 14A:3-5(3) and shall award indemnification
         to the extent required under subsection 14A:3-5(4), notwithstanding any
         contrary determination which may have been made under subsection
         14A:3-5(5); and

                  (ii) may allow reasonable expenses to the extent authorized
         by, and subject to the provisions of, subsection 14A:3-5(6), if the
         court shall find that the corporate agent has by his pleadings or
         during the course of the proceeding raised genuine issues of fact or
         law.

         (b)      Application for such indemnification may be made:

                  (i) in the civil action in which the expenses were or are to
         be incurred or other amounts were or are to be paid; or

                                      -4-
6

                  (ii) to the Superior Court in a separate proceeding. If the
         application is for indemnification arising out of a civil action, it
         shall set forth reasonable cause for the failure to make application
         for such relief in the action or proceeding in which the expenses were
         or are to be incurred or other amounts were or are to be paid.

                  The application shall set forth the disposition of any
         previous application for indemnification and shall be made in such
         manner and form as may be required by the applicable rules of court or,
         in the absence thereof, by direction of the court to which it is made.
         Such application shall be upon notice to the corporation. The court may
         also direct that notice shall be given at the expense of the
         corporation to the shareholders and such other persons as it may
         designate in such manner as it may require.

                  (8) The indemnification and advancement of expenses provided
         by or granted pursuant to the other subsections of this section shall
         not exclude any other rights, including the right to be indemnified
         against liabilities and expenses incurred in proceedings by or in the
         right of the corporation, to which a corporate agent may be entitled
         under a certificate of incorporation, bylaw, agreement, vote of
         shareholders, or otherwise; provided that no indemnification shall be
         made to or on behalf of a corporate agent if a judgment or other final
         adjudication adverse to the corporate agent establishes that his acts
         or omissions (a) were in breach of his duty of loyalty to the
         corporation or its shareholders, as defined in subsection (3) of
         N.J.S.14A:2-7, (b) were not in good faith or involved a knowing
         violation of law or (c) resulted in receipt by the corporate agent of
         an improper personal benefit.

                  (9) Any corporation organized for any purpose under any
         general or special law of this State shall have the power to purchase
         and maintain insurance on behalf of any corporate agent against any
         expenses incurred in any proceeding and any liabilities asserted
         against him by reason of his being or having been a corporate agent,
         whether or not the corporation would have the power to indemnify him
         against such expenses and liabilities under the provisions of this
         section. The corporation may purchase such insurance from, or such
         insurance may be reinsured in whole or in part by, an insurer owned by
         or otherwise affiliated with the corporation, whether or not such
         insurer does business with other insureds.

                  (10) The powers granted by this section may be exercised by
         the corporation, notwithstanding the absence of any provision in its
         certificate of incorporation or bylaws authorizing the exercise of such
         powers.

                  (11) Except as required by subsection 14A:3-5(4), no
         indemnification shall be made or expenses advanced by a corporation
         under this section, and none shall be ordered by a court, if such
         action would be inconsistent with a provision of the certificate of
         incorporation, a bylaw, a resolution of the board of directors or of

                                      -5-
7

         the shareholders, an agreement or other proper corporate action, in
         effect at the time of the accrual of the alleged cause of action
         asserted in the proceeding, which prohibits, limits or otherwise
         conditions the exercise of indemnification powers by the corporation or
         the rights of indemnification to which a corporate agent may be
         entitled.

                  (12) This section does not limit a corporation's power to pay
         or reimburse expenses incurred by a corporate agent in connection with
         the corporate agent's appearance as a witness in a proceeding at a time
         when the corporate agent has not been made a party to the proceeding.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         The following is a complete list of exhibits filed as part of this
Registration Statement:

EXHIBIT
   NO.       DESCRIPTION
-------      ------------

4.1         Specimen certificate for shares of Common Stock.(1)

4.2         The Company's 2000 Stock Option Plan, adopted by the Company's Board
            of Directors and Shareholders on November 8, 1999 and February 16,
            2000, respectively.(2)

4.3         The Company's 2000 Employee Stock Purchase Plan, adopted by the
            Company's Board of Directors and Shareholders on November 8, 1999
            and February 16, 2000, respectively.(2)

5.1         Opinion of White & Case LLP.(2)

23.1        Consent of White & Case LLP.(2)(3)

23.2        Consent of Deloitte & Touche LLP.(2)

(1)  Filed as an Exhibit to the Company's Registration Statement on Form S-1,
     No. 333-18565 and incorporated herein by reference.

(2)  Filed herewith.

(3)  Included in Exhibit 5.1.

                                      -6-
8

ITEM 9.  UNDERTAKINGS.

         (a)      The Company hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement; and

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, each such post-effective
                           amendment shall be deemed to be a new Registration
                           Statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission

                                      -7-
9

such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -8-
10

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Somerset, State of New Jersey, on this 18th day of
May, 2000.

                  EMCORE Corporation

                  By:      /s/ Thomas G. Werthan
                           -------------------------------------------
                           Thomas G. Werthan
                           Vice President, Finance and Administration
                           and Chief Financial Officer

         Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the date indicated.
SIGNATURE                                             TITLE                              DATE
                ---------                                             -----                              ----
/s/ Thomas J. Russell                 Chairman of the Board of Directors                 May 18, 2000
-------------------------------------------
            Thomas J. Russell

       /s/ Reuben F. Richards, Jr.              President, Chief Executive Officer and             May 18, 2000
-------------------------------------------     Director (Principal Executive Officer)
         Reuben F. Richards, Jr.

          /s/ Thomas G. Werthan                 Vice President, Chief Financial Officer, and       May 18, 2000
-------------------------------------------     Director
            Thomas G. Werthan                   (Principal Accounting and Financial Officer)

           /s/ Richard A. Stall
-------------------------------------------     Director                                           May 18, 2000
             Richard A. Stall

            /s/ Charles Scott                   Director                                           May 18, 2000
-------------------------------------------
              Charles Scott

         /s/ Robert Louis-Dreyfus               Director                                           May 18, 2000
-------------------------------------------
           Robert Louis-Dreyfus

           /s/ Hugh H. Fenwick                  Director                                           May 18, 2000
-------------------------------------------
             Hugh H. Fenwick

           /s/ Shigeo Takayama                  Director                                           May 18, 2000
-------------------------------------------
             Shigeo Takayama

          /s/ John J. Hogan, Jr.                Director                                           May 18, 2000
-------------------------------------------
            John J. Hogan, Jr.
-9-
11

                                  EXHIBIT INDEX

EXHIBIT
   NO.      DESCRIPTION
--------    -----------

4.2         The Company's 2000 Stock Option Plan, adopted by the Company's Board
            of Directors and Shareholders on November 8, 1999 and February 16,
            2000, respectively.

4.3         The Company's 2000 Employee Stock Purchase Plan, adopted by the
            Company's Board of Directors and Shareholders on November 8, 1999
            and February 16, 2000, respectively.

5.1         Opinion of White & Case LLP.

23.1        Consent of White & Case LLP (included in Exhibit 5.1 to this
            Registration Statement).

23.2        Consent of Deloitte & Touche LLP.

                                      -10-