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
April
25, 2007
Date
of Report (Date of earliest event reported)
EMCORE
CORPORATION
Exact
Name of Registrant as Specified in its Charter
|
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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10420
Research Road, SE, Albuquerque, NM 87123
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 April
25, 2007, EMCORE Corporation (the “Registrant”) issued a press release
disclosing its preliminary unaudited financial results for the first quarter
of
fiscal 2007 ended December 31, 2006. A copy of this press release is
attached as Exhibit 99.1 to this Current Report.
The
information in this Current Report, including Exhibit 99.1 hereto, shall not
be
incorporated by reference into any filing of the Registrant, 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 Current Report, including
Exhibit 99.1 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.
The
information set forth above is intended to be furnished under this ITEM 2.02,
“Results of Operations and Financial Condition,” and under ITEM 7.01,
“Regulation FD Disclosure.”
ITEM
7.01 Regulation
FD Disclosure.
See
ITEM
2.02, “Results of Operations and Financial Condition,” above.
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 April 25, 2007, issued by EMCORE Corporation.
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*
* *
*
Statements
contained in this Current Report on Form 8-K that disclose the Company’s
intentions, expectations or predictions of the future are forward-looking
statements within the meaning of the Private Securities Litigation Reform
Act.
These statements involve risks and uncertainties and other factors that may
cause results to differ materially from those anticipated at the time such
statements are made. In addition, potential risks and uncertainties regarding
the Company include but are not limited to (a) the finalization and audit
of the
Company’s unaudited fourth quarter and fiscal year 2006 results, (b) the timing
of filing of reports with the SEC, (c) the effects of the Company’s voluntary
review of its historic stock option granting practices, including (i) risks
and
uncertainties relating to developments in regulatory and legal guidance
regarding stock option grants and accounting for such grants, (ii) the
possibility that the Company will not be able to file additional reports
with
the Securities and Exchange Commission in a timely manner, (iii) the possibility
that the Company, in consultation with the Company's independent public
accountants or the SEC, may determine that additional stock-based compensation
expenses and other additional expenses be recorded in connection with affected
option grants (iv) the possibility that the Company may incur negative tax
consequences arising out of the stock option review, (v) the possible delisting
of the Company’s stock from the Nasdaq National Market pursuant to Nasdaq
Marketplace Rule 4310(c)(14), and (vi) risk of additional litigation arising
out
of or related to the Company’s stock option grants or a restatement of the
Company’s financial statements, and (d) factors discussed from time to time in
reports filed by the Company with the Securities and Exchange Commission.
The
forward-looking statements contained in this Current Report on Form 8-K are
made
as of the date hereof and the Company does not assume any obligation to update
the reasons why actual results could differ materially from those projected
in
the forward-looking statements.
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:
April 25, 2007
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By: /s/
Adam Gushard
Name:
Adam Gushard
Title:
Interim Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
|
Description
|
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99.1
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Press
Release, dated April 25, 2007, issued by EMCORE Corporation.
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