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
10, 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:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
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 October
10, 2007, EMCORE Corporation (the “Registrant”) issued a press release
disclosing its unaudited financial results for the third quarter of fiscal
2007
ended June 30, 2007. 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.”
***
Forward-looking
statements
The
information provided herein may include forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such forward-looking statements include, but
are not limited to, (a) the Company’s unaudited results for the fourth quarter
and fiscal year 2006 and our first, second and third quarters of fiscal 2007,
(b) statements related to the Company’s review of its historic stock option
granting practices, including statements concerning the determination of
accounting adjustments and related tax and financial consequences in connection
with the Special Committee’s recommendations, and (c) the timing of filing of
reports with the SEC. These risks and uncertainties include, but are not limited
to, (a) the difficulty of predicting quarterly and year-end financial results,
(b) the finalization and audit of the Company’s fiscal year 2006 results, (c)
the effects of the Company’s 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 SEC in a timely manner, (iii) the possibility that
the Company may determine that additional stock-based compensation expenses
and
other additional expenses be recorded in connection with affected option grants
(iv) 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), (vi) the impact of any actions
that may be required or taken as a result of such review or the NASDAQ hearing
and review process, and (vii) risk of 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 SEC. The forward-looking statements contained in this news
release are made as of the date hereof and EMCORE does not assume any obligation
to update the reasons why actual results could differ materially from those
projected in the forward-looking statements.
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
|
Description
|
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99.1
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Press
Release, dated October 10, 2007, 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:
October 10, 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
|
|
99.1
|
Press
Release, dated October 10, 2007, issued by EMCORE
Corporation.
|