form8-k.htm

0000808326-10-000033.txt : 20100816 0000808326-10-000033.hdr.sgml : 20100816 20100816170234 ACCESSION NUMBER: 0000808326-10-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100816 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100816 DATE AS OF CHANGE: 20100816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMCORE CORP CENTRAL INDEX KEY: 0000808326 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 222746503 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22175 FILM NUMBER: 101020738 BUSINESS ADDRESS: STREET 1: 10420 RESEARCH ROAD, SE CITY: ALBUQUERQUE STATE: NM ZIP: 87123 BUSINESS PHONE: 505-332-5000 MAIL ADDRESS: STREET 1: 10420 RESEARCH ROAD, SE CITY: ALBUQUERQUE STATE: NM ZIP: 87123 8-K 1 form8-k.htm FORM 8-K 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

August 16, 2010

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, 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)

□	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 Regulation FD Disclosure.

On August 16, 2010, EMCORE issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Form 8-K furnished pursuant to Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 8.01 Other Events.

On August 16, 2010, EMCORE Corporation announced that the necessity to complete the compilation and review of its financial statements will result in a delay in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2010. EMCORE is currently reviewing the accounting for certain inventory write-downs and the allowance against a specific account receivable that EMCORE has determined should be recorded. EMCORE is considering the effect and significance of these adjustments with respect to prior periods reported. In addition, during the quarter, EMCORE has identified material weaknesses in connection with controls for inventory write-downs and controls for revenue cutoff on transactions in the June 30, 2010 quarter.

Cautionary Statement Regarding Forward-Looking Statements:

The information provided herein contains forward-looking statements based on certain assumptions and contingencies that involve risks and uncertainties. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and relate to EMCORE's ability to complete the necessary work to file its Quarterly Report on Form 10-Q for the period ended June 30, 2010 and subsequent periodic reports under the Securities Exchange Act. The forward-looking statements in this Current Report on Form 8-K involve risks and uncertainties, which could cause actual results, performance or trends to differ materially from those expressed in the forward-looking statements herein or in previous disclosures. EMCORE believes that all forward-looking statements made by it have a reasonable basis, but there can be no assurance that management's expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this Current Report include, but are not limited to factors that could affect EMCORE's business, financial conditions and results of operations included in EMCORE's Annual Report on Form 10-K under the caption "Risk Factors," as updated by EMCORE's subsequent filings with the SEC, all of which are available at the SEC's website at http://www.sec.gov. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Current Report. EMCORE does not intend, and disclaims any obligation, to update any forward−looking information contained in this Current Report or with respect to the announcements described herein.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated August 16, 2010, 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
Dated: August 16, 2010	By: /s/ Hong Hou
	Name: Hong Q. Hou, Ph.D.
	Title: Chief Executive Officer

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 - PRESS RELEASE ex99-1.htm

EXHIBIT 99.1

PRESS RELEASE

EMCORE to Hold Business Update Call

·	For the fourth quarter of fiscal 2010 ending September 30, 2010, the Company expects consolidated revenue to be in the range of $54 to $56 million with increases in both the Photovoltaics and Fiber Optics segments.

ALBUQUERQUE, NM--(Marketwire - 08/16/10) - EMCORE Corporation (NASDAQ:EMKR - News), a leading provider of compound semiconductor-based components, subsystems and systems for the fiber optics and solar power markets, today announced that the necessity to complete the compilation and review of its financial statements will result in a delay in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2010. The conference call scheduled for 5:00 p.m. EST on August 16, 2010 will be held as sched uled but will be limited to an update regarding strategic matters and business outlook and will not include a discussion of results for the quarter ended June 30, 2010.

EMCORE is currently reviewing the accounting for certain inventory write-downs and the allowance against a specific account receivable that EMCORE has determined should be recorded. EMCORE is considering the effect and significance of these adjustments with respect to prior periods reported. These issues must be completed in order for EMCORE to be in a position to file its quarterly report. In addition, during the quarter, EMCORE has identified material weaknesses in connection with controls for inventory write-downs and controls for reven ue cutoff on transactions in the June 30, 2010 quarter. EMCORE intends to file its quarterly report as soon as reasonably practicable.

For the fourth quarter of fiscal 2010 ending September 30, 2010, the Company expects consolidated revenue to be in the range of $54 to $56 million with increases in both the Photovoltaics and Fiber Optics segments.

Conference Call Information:

To participate in the conference call, U.S. callers should dial (toll free) 877-856-1962 and international callers should dial 719-325-4834. The access code for the call is 8490497. A replay of the call will be available beginning Monday, August 16, 2010 at 8:30 p.m. EST until August 23, 2010 at 11:59 p.m. EST. The replay call-in number for U.S. callers is 877-870-5176, for international callers it is 858-384-5517 and the access code is 8490497. The call also will be web cast via the Company's web site at http://www.emcore.com. Please go to the site beforehand to download any necessary software.

About EMCORE:

EMCORE Corporation is a leading provider of compound semiconductor-based components, subsystems and systems for the fiber optics and solar power markets. EMCORE's Photonic Systems segment is the leading developer and manufacturer of fiber-optic systems and components for a wide range of commercial and military applications including microwave fiber-optic signal transmission and processing, satellite earth-stations, fiber-optic gyroscopes, and terahertz sensing. EMCORE's Fiber Optics segment offers optical components, subsystems and systems that enable the transmission of video, voice and data over high-capacity fiber optic cables for high-speed data and telecommunications, cable television (CATV) and fiber-to-the-premises ( FTTP) networks. EMCORE's Solar Power segment provides solar products for satellite and terrestrial applications. For satellite applications, EMCORE offers high-efficiency compound semiconductor-based gallium arsenide (GaAs) solar cells, covered interconnect cells and fully integrated solar panels. For terrestrial applications, EMCORE offers concentrating photovoltaic (CPV) systems for utility scale solar applications as well as offering its high-efficiency GaAs solar cells and CPV components for use in solar power concentrator systems. For specific information about our company, our products or the markets we serve, please visit our website at http://www.emcore.com.

Cautionary Statement Regarding Forward-Looking Statements:

This press release contains forward-looking statements based on certain assumptions and contingencies that involve risks and uncertainties. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and relate to EMCORE's ability to complete the necessary work to file its Quarterly Report on Form 10-Q for the period ended June 30, 2010 and subsequent periodic reports under the Securities Exchange Act. The forward-looking statements in this press release involve risks and uncertainties, which could cause actual results, performance or trends to differ materially from those expressed in the forward-looking statements herein or in previous disclosure s. EMCORE believes that all forward-looking statements made by it have a reasonable basis, but there can be no assurance that management's expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this press release include, but are not limited to factors that could affect EMCORE's business, financial conditions and results of operations included in EMCORE's Annual Report on Form 10-K under the caption "Risk Factors," as updated by EMCORE's subsequent filings with the SEC, all of which are available at the SEC's website at http://www.sec.gov. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. EMCORE doe s not intend, and disclaims any obligation, to update any forward−looking information contained in this press release or with respect to the announcements described herein.