8-K: Current report filing
Published on November 7, 2005
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
November
7, 2005
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 No. |
145
Belmont Drive, Somerset, New Jersey, 08873
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 Written
communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.02.
Results
of Operations and Financial Condition.
On November
7, 2005, EMCORE Corporation (the “Registrant” or the "Company") issued a press
release disclosing its preliminary
financial results for the fiscal 2005 fourth quarter and year ended September
30, 2005. 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.
In
its
press release, the Registrant references a non-GAAP financial measure regarding
the Company's projected net loss per share, net of transition and
closure
costs associated with the Company’s City of Industry facility. In
accordance with applicable regulations, the corresponding GAAP financial
measure
(projected net loss per basic and fully diluted share) also is included in
the
press release. 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. EMCORE believes that the additional non-GAAP
measures are useful to investors for financial analysis. Management
also
uses these measures internally to evaluate the company's 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
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.”
Item
7.01.
Regulation
FD Disclosure.
See
Item
2.02, “Results of Operations and Financial Condition,” above.
Item
9.01.
Financial
Statements and Exhibits.
(c)
Exhibits
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 | |
|
By: /s/
Thomas G. Werthan
Thomas
G. Werthan
Chief
Financial Officer
|
Dated:
November
7, 2005
EXHIBIT
INDEX
|
Exhibit No. |
Description |
| Press Release of EMCORE Corporation, dated November 7, 2005. |