UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
August
18, 2005
Date
of Report (Date of earliest event reported)
EMCORE
CORPORATION
Exact
name of registrant as specified in its charter
|
New Jersey |
0-22175 |
22-2746503 |
|
State of Incorporation |
Commission File Number |
IRS Employer Identification No. |
145
Belmont Drive, Somerset, New Jersey, 08873
Address
of principal executive offices, including Zip Code
(732)
271-9090
Registrant's
telephone number, including area code
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.05. Costs
Associated with Exit or Disposal
Activities.
This
Current Report on Form 8-K is an update to the Company's 8-K filings on April
18, 2005, August 3, 2005, and August 5, 2005, and the Company's Quarterly
Report
on Form 10-Q for the period ending June 30, 2005.
In
April
2005, EMCORE announced plans to consolidate its solar panel operations by
closing its City of Industry, CA ("COI") facility and moving its operations
to
EMCORE’s Albuquerque, NM facility. Production operations at the COI solar panel
facility were discontinued in July 2005. As of August 1, the estimated total
cost associated with the closure of EMCORE's COI solar panel facility was
projected to be approximately $3.4 million, of which $1.54 million in
restructuring and severance charges was recorded during the fiscal quarter
ended
June 30, 2005, and the facility was expected to be closed during the first
quarter of fiscal 2006.
On
August
18, 2005, EMCORE received a contract valued in excess of $8 million from
a major
satellite manufacturer to build solar panels for a large geosynchronous
communications satellite. The contract also contains options for several
additional sets of solar panels with deliveries through early 2007. As a
result
of this contract award and
the
requirement of an accelerated delivery schedule, EMCORE plans to resume
production operations at the COI solar panel facility to support this new
effort. EMCORE will continue to perform all other solar panel manufacturing
at
its Albuquerque facility, and intends to establish the capability to build
high-power solar panels for large geosynchronous communications satellites
at
its Albuquerque facility during fiscal 2006, at which time production operations
at the COI facility again will cease. Accordingly, the projected total cost
associated with the closure of EMCORE's COI solar panel facility is expected
to
decrease due to reduced contract termination costs, and to occur over a more
extended period of time since the facility closure likely will be deferred
until
early fiscal 2007. New estimates of the projected shutdown costs and timeline
remain to be determined at this time, as they depend in part upon whether
any of
the contractual options described above are exercised by EMCORE's
customer.
Statements
included within this Current Report on Form 8-K that are not historical in
nature, including without limitation the Company’s anticipated cost and timing
of the COI facility closure and the potential exercise of contractual options
by
the Company's customer, constitute forward-looking statements within the
meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements involve known and unknown risks and uncertainties that may cause
the
actual results, performance, or events to be materially different from any
future results, performance, or events expressed or implied by such
forward-looking statements. Such risks and uncertainties include,
but are
not limited to, the ability to achieve cost savings and efficiencies through
consolidation; the timing and cost of the Company’s consolidation and facility
closure activities, including without limitation the timing of cash
expenditures; and the Company's successful contract performance and the
potential award of additional work under contractual options. Additional
information regarding these risks, uncertainties, and other matters are set
forth in the Company’s filings with the Securities and Exchange
Commission.
Item
7.01. Regulation
FD Disclosure.
See
Item
2.05, "Costs Associated with Exit or Disposal
Activities."
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| EMCORE CORPORATION | |
|
By: /s/
Thomas G. Werthan
Thomas
G. Werthan
Chief
Financial Officer
|
Dated:
August
24, 2005