8-K: Current report filing
Published on May 10, 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
May
10, 2007
Date
of Report (Date of earliest event reported)
EMCORE
CORPORATION
Exact
Name of Registrant as Specified in its Charter
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New
Jersey
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0-22175
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22-2746503
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State
of Incorporation
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Commission
File Number
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IRS
Employer Identification Number
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10420
Research Road, SE, Albuquerque, NM 87123
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
8.01 Other
Events.
As
previously disclosed, on April 3, 2007, the Nasdaq Listing Qualifications Panel
granted EMCORE Corporation (the “Company”) continued listing on the Nasdaq Stock
Market subject to certain conditions, including that the Company file its Form
10-K for the fiscal year ended September 30, 2006 and its Form 10-Q for the
quarter ended December 31, 2006 no later than May 10, 2007. On May 10,
2007,
the
Company received notice from the Nasdaq Stock Market that the Nasdaq Listing
Qualifications Panel has granted the Company’s request filed on May 4, 2007 for
an extension of the May 10, 2007 deadline. The extension is conditioned on
the
Company filing its Form 10-K for the fiscal year ended September 30, 2006,
its
Form 10-Q for the quarter ended December 31, 2006 and all required restatements
with the SEC by no later than June 18, 2007.
While
the
Company is making every effort to satisfy the terms of the extension, it can
provide no assurances that it will ultimately be able to do so. If the Company
is unable to file the required Forms 10-K and 10-Q with the SEC by June 18,
2007, the Company intends to seek from the Nasdaq Listing and Hearing Review
Council an extension of time to maintain its listing on the Nasdaq Stock Market
and a stay of any suspension of trading.
The
Company also filed a Form 12b-25 with the SEC today reporting that the Company
is unable to file its Form 10-Q for the quarter ended March 31, 2007 by the
filing deadline of today due to the Company’s ongoing review of its prior stock
option grants. The Company plans to file its Form 10-K for the year ended
September 30, 2006, its Form 10-Q for the quarter ended December 31, 2006 and
its Form 10-Q for the quarter ended March 31, 2007 as soon as reasonably
practicable.
*
* *
*
Statements
contained in this Current Report on Form 8-K that disclose the Company’s
intentions, expectations or predictions of the future are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act.
These statements involve risks and uncertainties and other factors that may
cause results to differ materially from those anticipated at the time such
statements are made. In addition, potential risks and uncertainties regarding
the Company include but are not limited to (a) the finalization and audit of
the
Company’s unaudited fourth quarter and fiscal year 2006 results, (b) the effects
of the Company’s voluntary review of its historic stock option granting
practices, including (i) risks and uncertainties relating to developments in
regulatory and legal guidance regarding stock option grants and accounting
for
such grants, (ii) the possibility that the Company will not be able to file
additional reports with the Securities and Exchange Commission in a timely
manner, (iii) the possibility that the Company in consultation with the
Company's independent public accountants or the SEC, may determine that
additional stock-based compensation expenses and other additional expenses
be
recorded in connection with affected option grants (iv) the Company may incur
negative tax consequences arising out of the stock option review, (v) the
possible delisting of the Company’s stock from the Nasdaq National Market
pursuant to Nasdaq Marketplace Rule 4310(c)(14), and (vi) risk of additional
litigation arising out of or related to the Company’s stock option grants or a
restatement of the Company’s financial, and (c) factors discussed from time to
time in reports filed by the Company with the Securities and Exchange
Commission. The forward-looking statements contained in this Current Report
on
Form 8-K are made as of the date hereof and the Company does not assume any
obligation to update the reasons why actual results could differ materially
from
those projected in the forward-looking statements.
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.
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EMCORE
CORPORATION
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Dated:
May 10, 2007
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By: /s/
Adam Gushard
Name:
Adam Gushard
Title:
Interim Chief Financial Officer
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