form8-k.htm
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
October
2, 2007
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 Number
|
10420
Research Road, SE, Albuquerque, New
Mexico 87123
Address
of principal executive offices, including zip code
(505)
332-5000
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
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
ITEM
3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
On
October 2, 2007, EMCORE Corporation (the “Company”) received a NASDAQ Staff
Determination letter stating that the Company is not in compliance with the
filing requirements for continued listing set forth in NASDAQ Marketplace Rules
4350(e) and 4350(g) and that its common stock is subject to delisting from
the
NASDAQ Stock Market. The notice, which the Company expected, was
issued as a result of the Company’s inability to hold an annual meeting of
shareholders on or before September 30, 2007, to solicit proxies and to provide
proxy statements to the NASDAQ. The notice also stated that the
NASDAQ Listing and Hearing Review Council (the “Listing Council”) would consider
these deficiencies when it renders its determination regarding the Company’s
continued listing on the NASDAQ Global Market and that the Company should
present its views with respect to this matter to the Listing Council in writing
no later than October 9, 2007. The Company plans to submit a letter
to the Listing Council requesting the Listing Council exercise its discretionary
authority in favor of granting the Company an additional extension to regain
compliance with NASDAQ’s annual meeting and proxy solicitation
requirements.
As
previously disclosed, on June 15, 2007, the Company received a letter from
the
NASDAQ stating that the Listing Council had stayed the previously reported
May
10, 2007 decision of the NASDAQ Listing Qualifications Panel (the “Panel”) and
any future Panel determinations to suspend the Company’s securities from trading
on NASDAQ, pending further review by the Listing Council. Consequently, the
Company’s securities would continue to be listed on the NASDAQ Global Market
until further action by the Listing Council.
The
Company and its legal and accounting advisors are working diligently to complete
the remaining steps necessary to become current in its Securities and Exchange
Commission (the “SEC”) reporting obligations. While the Company
intends to file the required reports as soon as practicable, management and
the
Board also recognize the importance of complete and accurate reporting and
the
timeframes required by the Company to complete its Annual Report on Form 10-K
for the fiscal year ended September 30, 2006 and its Quarterly Reports on Form
10-Q for the fiscal quarters ended December 31, 2006, March 31, 2007, and June
30, 2007. We expect to file these outstanding periodic reports with
the SEC in October 2007, and we intend to solicit proxies and hold an annual
meeting of shareholders as promptly as practicable thereafter.
* * *
Forward-Looking
Statement
This
announcement includes a forward-looking statement within the meaning of the
Private Securities Litigation Reform Act regarding the timing in which the
Company expects to become current in its reporting obligations under the
Securities Exchange Act of 1934 and under the NASDAQ Marketplace
Rules. This statement involves uncertainties that may cause the
actual timing in which the Company becomes current in its reporting obligations
to differ materially from the Company’s current
expectations. The Company is hopeful that these reports when
filed will enable it to regain compliance with NASDAQ and SEC filing
requirements. While there can be no assurance that the Company
will become compliant with NASDAQ requirements, including that it file its
periodic reports and restatement, solicit proxies and hold its annual meeting,
before the Listing Council takes any action lifting the stay, the Company
continues to work diligently to do so. This forward-looking statement
is made as of the date hereof, and the Company does not assume any obligation
to
update the statement.
A
copy of
the press release announcing the receipt of this letter is attached hereto
as
Exhibit 99.1 and is incorporated herein by reference.
ITEM
9.01 Financial
Statements and Exhibits.
(d) Exhibits
|
Exhibit
Number
|
Description
|
|
99.1
|
Press
release, dated October 5, 2007, issued by EMCORE
Corporation.
|
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
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|
Dated:
October 5, 2007
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By: /s/
Adam Gushard
Name:
Adam Gushard
Title: Interim
Chief Financial Officer
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EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
99.1
|
Press
release, dated October 5, 2007, issued by EMCORE
Corporation.
|