Form: 8-K

Current report filing

February 20, 2007



 


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 13, 2007
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
 
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 3.01    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 13, 2007, EMCORE Corporation (the “Company”) received a NASDAQ Staff Determination letter stating that the Company is not in compliance with the filing requirements for continued listing set forth in NASDAQ Marketplace Rule 4310(c)(14) and that its common stock is subject to delisting from The NASDAQ Stock Market. The notice, which the Company expected, was issued as a result of the Company’s failure to file its report on Form 10-Q for the fiscal quarter ended December 31, 2006 with the Securities and Exchange Commission by the required deadline. The Company had previously filed a Form 12b-25 with the SEC indicating that the Company would be unable to file its Form 10-Q by the original filing deadline of February 9, 2006 due to the Company’s ongoing review of its prior stock option grants.
 
The Company attended a hearing before the NASDAQ Listing Qualifications Panel on February 15, 2007 to review both the Staff Determination letter received by the Company on December 18, 2006 as a result of the Company's inability to file its Form 10-K for the year ended September 30, 2006 by the required deadline and the Staff Determination letter received by the Company on February 13, 2007 as a result of the Company's inability to file its Form 10-Q for the quarter ended December 30, 2006 by the required deadline. The Company expects the Panel to respond in the next thirty days to the Company's request for continued listing. The Company can make no assurances that the NASDAQ Listing Qualifications Panel will grant the Company’s request for continued listing. Under NASDAQ Marketplace rules, the Company’s request for a hearing automatically stays the delisting of the Company’s common stock pending the issuance of a written determination by the NASDAQ Listing Qualifications Panel.
 
The Company plans to file its Form 10-K for the year ended September 30, 2006 and Form 10-Q for the fiscal quarter ended December 31, 2006 as soon as reasonably practicable.
 
A copy of the press release announcing the receipt of this letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 


ITEM 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number
Description
99.1
 
 Press Release, dated February 20, 2007, 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: February 20, 2007
 
 
By: /s/ Adam Gushard
 
Name: Adam Gushard
Title:   Chief Financial Officer
 




EXHIBIT INDEX

Exhibit
Number
Description
99.1
 
 Press Release, dated February 20, 2007, issued by EMCORE Corporation.