NT 10-K: Notice under Rule 12b25 of inability to timely file all or part of a Form 10-K, 10-KSB, or 10-KT
Published on December 15, 2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
SEC
FILE
NUMBER: 0-22175
CUSIP
NUMBER: 290846104
(CHECK
ONE) x Form
10-K ¨
Form
20-F ¨
Form
11-K ¨ Form
10-Q ¨ Form
N-SAR ¨
Form
N-CSR
For
Period Ended: September
30, 2006
¨
Transition Report on Form 10-K
¨
Transition Report on Form 20-F
¨
Transition Report on Form 11-K
¨
Transition Report on Form 10-Q
¨
Transition Report on Form N-SAR
For
the
Transition Period Ended: __________________
If
the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates: Not
applicable
PART
I - REGISTRANT INFORMATION
Full
Name
of Registrant: EMCORE
Corporation
Former
Name if Applicable: Not
applicable
Address
of Principal Executive Office (Street
and Number): 145
Belmont Drive
City,
State and Zip Code: Somerset,
New Jersey 08873
PART
II -- RULES 12b-25(b) AND (c)
If
the
subject report could not be filed without unreasonable effort or expense
and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should
be
completed. (Check box if appropriate) ¨
(a)
The
reasons described in reasonable detail in Part III of this form could not
be
eliminated without unreasonable effort or expense;
(b) The
subject annual report, semi-annual report, transition report on Form 10-K,
Form
20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed
on
or before the fifteenth calendar day following the prescribed due date; or
the
subject quarterly report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed
due
date; and
(c)
The
accountant's statement or other exhibit required by Rule 12b-25(c) has been
attached if applicable.
PART
III -- NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR,
N-CSR, or the transition report portion thereof, could not be filed within
the
prescribed time period.
On
November 15, 2006, EMCORE Corporation (the “Company”) announced that a Special
Committee of the Company’s Board of Directors, comprised solely of independent
directors, completed a voluntary review of the Company’s historical stock option
grant procedures initiated by senior management. The key findings and
conclusions of the Special Committee are summarized in a Current Report on
Form
8-K and a press release filed on November 15, 2006.
The
Special Committee recommended, among other things, that the Company should
recognize, for accounting purposes, additional compensation expense with
respect
to certain stock option grants. In the Company’s Current Report on Form 8-K
filed on November 6, 2006, the Company stated that “at this time and based on
the preliminary analysis available, the Company expects to record non-cash
charges for stock-based compensation expense of approximately $24 million.” The
Company reported in that Form 8-K its belief that the non-cash charges
principally will affect fiscal years 2000-2003. The Company is continuing
to
review the findings of the Special Committee as well as the accounting guidance
regarding stock option granting practices recently published by the SEC to
determine (i) the precise amount of non-cash compensation charges for
equity-based compensation, (ii) the related tax consequences to the Company
and
its employees, (iii) for which specific prior periods a restatement of its
historical financial statements may be required, and (iv) the precise impact
of
the additional non-cash compensation charges, tax consequences and restatements,
if any, on its financial statements for the fiscal year ended September 30,
2006. Accordingly, the Company is unable to file its Form 10-K for its fiscal
year ended September 30, 2006 within the prescribed time period and does
not
currently anticipate that it will be able to file this Form 10-K by
December 29, 2006, the extended deadline provided under Rule
12b-25(b)(2)(ii).
PART
IV-- OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this
notification
|
Howard
W. Brodie
(732) 271-9090
(Name)
(Area
Code) (Telephone
Number)
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of
the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period
that
the registrant was required to file such report(s) been filed? If
answer
is no, identify report(s). xYes ¨No
|
| (3) |
Is
it anticipated that any significant change in results of operations
from
the corresponding period for the last fiscal year will be reflected
by the
earnings statements to be included in the subject report or portion
thereof? (*) ¨Yes ¨No
|
If
so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
*
As
stated
above in Part III, the Company noted in its Current
Report on Form 8-K filed on November 6, 2006 that the non-cash charges for
stock-based compensation expenses that it expects to record principally will
affect fiscal years 2000-2003. However, as described above, the Company has
not
yet determined the precise impact of such charges and any related tax
consequences on its financial statements, including those for years after
2003.
Accordingly, at this time the Company cannot reliably anticipate whether,
and to
what extent, change would occur in the results of operations for the financial
statements to be included in its Form 10-K for the fiscal year ended September
30, 2006.
This
notification of late filing on Form 12b-25 contains forward-looking statements
regarding the Company’s expectations concerning the impact of anticipated
non-cash charges for stock-based compensation expenses on its financial
statements. These forward-looking statements are based on the Company’s current
expectations and are subject to risks and uncertainties that could cause
actual
results to differ materially from those expressed in the forward-looking
statements, including risks and uncertainties relating to developments in
regulatory and legal guidance regarding stock option grants and accounting
for
such grants. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof, and the
Company undertakes no obligation to update these forward-looking statements
to
reflect subsequent events or circumstances.
EMCORE
Corporation
(Name
of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
December
15, 2006
By:
/s/
Thomas
G. Werthan
Name: Thomas
G.
Werthan
Title: Chief
Financial Officer
INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any
other
duly authorized representative. The name and title of the person signing
the
form shall be typed or printed beneath the signature. If the statement is
signed
on behalf of the registrant by an authorized representative (other than an
executive officer), evidence of the representative's authority to sign on
behalf
of the registrant shall be filed with the form.
________________________________________________________________________
ATTENTION
International
misstatements or omissions of fact constitute Federal Criminal Violations
(See
18 U.S.C. 1001).