NT 10-Q: Notice under Rule 12b25 of inability to timely file all or part of a form 10-Q or 10-QSB
Published on May 10, 2007
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) ¨
Form
10-K ¨
Form
20-F ¨
Form
11-K ý Form
10-Q ¨
Form
N-SAR ¨
Form
N-CSR
For
Period Ended:
March 31, 2007
¨
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): 10420
Research Road, SE
City,
State and Zip Code:
Albuquerque,
NM 87123
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. The Company is continuing to review the findings
of the Special Committee, the specific facts of the Company’s stock option
grants, and the relevant authoritative accounting guidance, including the
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, the quarter ended December 31, 2006, and the quarter ended March 31,
2007.
Accordingly, the Company is unable to file its Form 10-Q for its second fiscal
quarter ended March 31, 2007 within the prescribed time period and does not
currently anticipate that it will be able to file this Form 10-Q by May 15,
2007, 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
|
Keith
J. Kosco
(Name)
|
(505)
(Area
Code)
|
559-2600
(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).
¨Yes
ýNo
The
Company has been unable to file its Form 10-K for the fiscal year ended
September 30, 2006 and its Form 10-Q for the fiscal quarter ended December
31,
2006. See Part III above and the information below under Item (3) of this Part
IV.
(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.
*
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, in its financial statements to be included
in its Form 10-Q for the fiscal quarter ended December 31, 2006, or its Form
10-Q for the fiscal quarter ended March 31, 2007.
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:
May
10, 2007
|
By:
/s/
Adam
Gushard
|
|
Name:
Adam Gushard
|
|
|
Title:
Interim 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).