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
Date of Report (Date of earliest event reported) May 5, 2004
EMCORE CORPORATION
(Exact name of registrant as specified in charter)
New Jersey 0-22175 22-2746503
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State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation
145 Belmont Drive, Somerset, New Jersey 08873
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(Address of principal offices) (Zip Code)
Registrant's telephone number including area code (732) 271-9090
(Former name or former address, if changed since last report) NOT APPLICABLE
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated May 5, 2004
99.2 Transcript of Second Quarter Earnings Release Conference Call and
Reconciliation of Non-GAAP Financial Measures to GAAP
Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On May 5, 2004, EMCORE Corporation (the "Registrant") issued the Press Release
annexed hereto as Exhibit 99.1. On May 6, 2004, management of the Registrant
held a conference call concerning, among other things, its financial results for
the quarter ended March 31, 2004. A transcript of the conference call is annexed
hereto as Exhibit 99.2
Certain non-GAAP measures are also set forth in Exhibit 99.2. A non-GAAP
financial measure is a numerical measure of a company's performance that either
excludes or includes amounts that are not normally excluded or included in the
most directly comparable measure calculated and presented in accordance with
GAAP. The Registrant believes that the additional non-GAAP measures are useful
to investors for financial analysis. Management uses these measures internally
to evaluate its operating performance and the measures are used for planning and
forecasting of future periods. However, non-GAAP measures are not in accordance
with, nor are they a substitute for, GAAP measures. The disclosure in Exhibit
99.2 allows investors to reconcile the non-GAAP measures to GAAP.
The information contained herein and in the accompanying exhibits 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.
The information in this report, including the exhibit hereto, shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that section or
Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
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 thereunto duly authorized.
EMCORE CORPORATION
(Registrant)
By: /s/ Thomas G. Werthan
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Thomas G. Werthan
Chief Financial Officer
Dated: May 7, 2004
EXHIBIT INDEX
Exhibit Description
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99.1 Press Release dated May 5, 2004
99.2 Transcript of Second Quarter Earnings Release Conference Call
and Reconciliation of Non-GAAP Financial Measures to GAAP