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
December 11,
2008
Date of Report (Date of earliest event reported)
EMCORE
CORPORATION
Exact
Name of Registrant as Specified in its Charter
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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
(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:
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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 December
11, 2008, EMCORE Corporation (the “Registrant”) issued a press release
disclosing its unaudited financial results for the fourth quarter and fiscal
year ended September 30, 2008. 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 relating to future events that involve risks and
uncertainties. Such forward–looking statements include but are not limited to
words such as "expects," "anticipates," "intends," "plans," believes," and
"estimates," and variations of these words and similar expressions, identify
these forward–looking statements. These forward–looking statements also include,
without limitation, (a) any statements or implications regarding EMCORE's
ability to remain competitive and a leader in its industry, and the future
growth of EMCORE, or the industry and the economy in general; (b) statements
regarding the expected level and timing of benefits to EMCORE from its current
cost reduction efforts, including (i) expected cost reductions and their impact
on EMCORE's financial performance, (ii) EMCORE's ability to reduce operating
expenses associated with its recent acquisitions (iii) EMCORE's continued
leadership in technology and manufacturing in its markets, and (iv) the belief
that the cost reduction efforts will not impact product development or
manufacturing execution; (c) any statement or implication that the products
described in this press release (i) will be successfully introduced or marketed,
(ii) will be qualified and purchased by our customers, or (iii) will perform to
any particular specifications or performance or reliability standards; (d) any
and all guidance provided by EMCORE regarding its expected financial performance
in future periods, including, without limitation, with respect to anticipated
revenues for the first quarter of fiscal 2009 or expected revenues from recent
and anticipated acquisitions. These forward–looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
projected, including without limitation, the following: (a) the impact on
EMCORE, its customers and its suppliers of the current worldwide economic
crisis; (b) EMCORE's cost reduction efforts may not be successful in achieving
their expected benefits, (including, among other things, cost structure, gross
margin and other profitability improvements), due to, among other things, shifts
in product mix, selling price pressures, costs and delays related to product
transfers to lower cost manufacturing locations and associated facility
closures, integration difficulties, and execution concerns; (c) EMCORE may
encounter difficulties in integrating its recent acquisitions and as a result
may sustain increased operating expenses, delays in commercializing new
products, production difficulties associated with transferring products to
EMCORE's manufacturing facilities and disruption of customer relationships (d)
the failure of the products (i) to perform as expected without material defects,
(ii) to be manufactured at acceptable volumes, yields, and cost, (iii) to be
qualified and accepted by our customers, and, iv) to successfully compete with
products offered by our competitors (e) the fact that EMCORE’s audit has not yet
been completed and may, when completed, result in material adverse changes in
the Company’s results for its 2008 fiscal year not mentioned in this release;
(f) EMCORE may not be successful in undertaking the steps it currently plans in
order to increase its liquidity; and (g) other risks and uncertainties described
in EMCORE's filings with the Securities and Exchange Commission such as
cancellations, rescheduling or delays in product shipments; manufacturing
capacity constraints; lengthy sales and qualification cycles; difficulties in
the production process; changes in semiconductor industry growth; increased
competition; delays in developing and commercializing new products; and other
factors. 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
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Description
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99.1
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Press
Release, dated December 11, 2008, 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:
December 11, 2008
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By: /s/ John M.
Markovich
Name:
John M. Markovich
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 December 11, 2008, issued by EMCORE
Corporation.
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