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
November
6, 2006
Date
of Report (Date of earliest event reported)
EMCORE
CORPORATION
Exact
Name of Registrant as Specified in itsCharter
|
New
Jersey
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0-22175
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22-2746503
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State
of Incorporation
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Commission
File Number
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IRS
Employer Identification Number
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
2.02 Results
of Operations and Financial Condition.
On
November 6, 2006, EMCORE Corporation (the “Company”) issued a press release
disclosing a revenue shortfall for the fourth quarter of fiscal 2006. A copy
of
this press release is attached as Exhibit 99.1 to this Current
Report.
The
information in this Item 2.02, including Exhibit 99.1 attached hereto, is being
furnished and shall not be incorporated by reference into any filing of the
Company, whether made before or after the date hereof, regardless of any general
incorporation language in such filing, unless expressly incorporated by specific
reference to such filing. Furthermore, the information in this Item 2.02,
including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or
otherwise be subject to the liabilities of that Section or Sections 11 and
12(a)(2) of the Securities Act of 1933, as amended.
Item
4.02(a) Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review.
The
Company has engaged in a voluntary review of its historical stock option grant
procedures. The review was initiated by senior management and is being conducted
by a Special Committee of the Board of Directors, comprised solely of
independent directors, with the assistance of independent counsel and accounting
experts. The review is ongoing and is not complete. The Company has informed
the
staff of the Securities and Exchange Commission of the Special Committee’s
investigation.
Based
on
the ongoing review, senior management, in consultation with the Audit Committee
of the Board of Directors, has concluded that it is likely that measurement
dates for certain stock option grants differed from the recorded grant dates
for
such awards. At this time and based on the preliminary analysis available,
the
Company expects to record non-cash charges for stock-based compensation expense
of approximately $24 million. The Company continues to analyze the impact of
this issue, but believes it will result in non-cash charges that will
principally affect fiscal years 2000-2003. The Company has also not yet
determined the financial impact of any tax consequences related to these stock
option grants, what remedial actions may be taken, nor the financial impact
of
any remedial actions taken. Accordingly, on November 6, 2006, senior management
and the Audit Committee determined that the Company’s financial statements
included in its annual and interim reports and any related reports of its
independent registered public accounting firm, earnings press releases and
similar communications previously issued by the Company for the periods
beginning with fiscal year 2000 should no longer be relied upon.
The
Audit
Committee and senior management of the Company have discussed the matters
disclosed in this Current Report with the Company’s independent registered
public accountant, Deloitte & Touche LLP.
Item
8.01 Other
Events.
Relocation
of Company Headquarters to Albuquerque, New Mexico
The
Company has announced that in light of the sale of its remaining operations
in
New Jersey in August 2006, in fiscal 2007 it will move its corporate
headquarters to its 165,000 square foot campus in Albuquerque, New Mexico.
*
*
*
The
foregoing contains forward-looking statements regarding the Company’s voluntary
review of its historical stock option granting practices. These forward-looking
statements are based on the Company’s current expectations and are subject to
risks and uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements, including risks and
uncertainties relating to developments in regulatory and legal guidance
regarding stock option grants and accounting for such grants. For example,
information may be learned and analysis may be undertaken concerning the
Company’s historic stock option grants and accounting that may materially impact
the Company’s financial statements or results. The Company’s review of its
historical stock option grants is not complete. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only
as of
the date hereof, and the Company undertakes no obligation to update these
forward-looking statements to reflect subsequent events or
circumstances.
In
addition, other factors, risks and uncertainties may cause the actual results
or
performance of the Company to be materially different from any future results
or
performance expressed or implied by the forward-looking statements contained
herein. These include, but are not limited to the fact that financial results
for the quarter are estimates that have not been finally reviewed and therefore
remain subject to additional adjustments; the possibility that the Company,
in
consultation with the Company's independent registered public accountants or
the
SEC, will determine that the proper accounting for the Company's prior stock
option grants differs from the accounting treatment upon which the assumptions
and forward-looking statements in this Current Report are based; that the scope
of the issues as to the timing and accuracy of measurement dates for option
awards and the timing of formal corporate approvals may change; that the amount
and timing of additional stock-based compensation expenses and other additional
expenses to be recorded in connection with affected option grants may change;
that our ability to file required reports with the SEC on a timely basis may
be
impaired; that our ability to meet the requirements of the Nasdaq National
Market for continued listing of our shares may be impaired; that potential
claims and proceedings may arise relating to such matters, including shareholder
litigation and action by the SEC or other governmental agencies; that other
actions may be taken or required as a result of review; that the anticipated
accounting adjustments and other factors described above could have negative
tax
or other implications for the Company; and other factors described in EMCORE's
filings with the Securities and Exchange Commission.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit
Number
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Description
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99.1
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Press
Release, dated November 6, 2006, issued by EMCORE
Corporation.
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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.
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EMCORE
CORPORATION
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Dated:
November 6, 2006
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By: /s/
Thomas G. Werthan
Name:
Thomas G. Werthan
Title:
Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
|
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99.1
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Press
Release, dated November 6, 2006, issued by EMCORE
Corporation.
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