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
February 9,
2010
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:
□
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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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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□
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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 February
9, 2010, EMCORE Corporation (the “Registrant”) issued a press release disclosing
its unaudited financial results for the first quarter of fiscal 2010 ended
December 31, 2009. 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 includes 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 our ability to
remain competitive and a leader in its industry, and the future growth of the
Company, or the industry and the economy in general; (b) statements regarding
the expected level and timing of benefits from our current cost reduction
efforts, including (i) expected cost reductions and their impact on our
financial performance, (ii) our ability to reduce operating expenses associated
with recent acquisitions, (iii) our continued leadership in technology and
manufacturing in our 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 us regarding its expected financial performance in future periods,
including, without limitation, with respect to anticipated revenues for the
second quarter of fiscal 2010; and (e) any expectations regarding the successful
consummation or implementation of our agreement with Tangshan Caofeidian
Investment Company (TCIC) for the sale of certain of the assets of our fiber
optics business and the creation of a joint venture in China. 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 the Company, our customers and our
suppliers from the current worldwide economic crisis; (b) our 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) we may encounter difficulties in
integrating recent acquisitions and as a result may sustain increased operating
expenses, delays in commercializing new products, production difficulties
associated with transferring products to our 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) we may not be successful in obtaining the board approvals or
satisfying the conditions precedent to closing the asset sale and joint venture
transaction pursuant to the terms of our agreement with TCIC; (f) we
may not be successful in undertaking the steps currently planned in order to
increase our liquidity; and (g) other risks and uncertainties described in our
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 press release are made as of the
date hereof and we do 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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Exhibit Description
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99.1
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Press
Release, dated February 9, 2010, 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:
February
10, 2010
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By: /s/ John
M. Markovich
Name:
John M. Markovich
Title: Chief
Financial Officer
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