8-K/A: Current report filing
Published on May 7, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 22,
2008
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
(505)
332-5000
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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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[Missing Graphic Reference]
EMCORE
Corporation (the “Company”) hereby amends and supplements Item 9.01 of its
Current Report on Form 8-K that was filed with the Securities and Exchange
Commission (“SEC”) on February 25, 2008 to include the financial statements of
the telecom-related assets of Intel Corporation’s Optical Platform Division that
were acquired by the Company on February 22, 2008. The Company also
hereby amends and supplements Item 9.01 of its Current Report on Form 8-K that
was filed with the SEC on April 24, 2008 to include the financial statements of
the enterprise, storage, and connects cable-related assets of Intel
Corporation’s Optical Platform Division that were acquired by the Company on
April 20, 2008. The Company also hereby amends and supplements
unaudited pro forma financial information as required by Item 9.01
The
assets acquired pursuant to the February 22, 2008 acquisition and the April 20,
2008 acquisition are together referred to as the “Business”.
Item 9.01 Financial
Statements and Exhibits.
(a) Financial
statements of businesses acquired.
Historically,
audited financial statements required by Rule 3-05 of Regulation S-X for the
Business were not prepared by Intel Corporation because the Business was not
managed as a stand-alone business. As such, the financial statements and other
financial information for the Business cannot be provided without unreasonable
effort or expense. Pursuant to a letter dated April 29, 2008 from the SEC, the
SEC staff stated that it would not object to the Company filing
audited annual and unaudited interim statements of assets to be acquired of the
Business and statements of net revenues and direct expenses of the Business, in
satisfaction of Rule 3-05 of Regulation S-X. The Company believes the omission
of the full financial statements and other financial information for these
acquisitions would not have a material impact on a reader’s understanding of the
Company’s financial results, condition and related trends.
The
following financial statements of the Business are filed as Exhibit 99.1 and
incorporated herein by this reference:
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·
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Independent
Auditors’ Report
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·
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Audited
Statements of Assets to be Acquired as of December 29, 2007 and
December 30, 2006
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·
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Audited
Statements of Net Revenues and Direct Expenses for the three years ended
December 29, 2007
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·
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Notes
to the Statements of Assets to be Acquired and Statements of Net Revenues
and Direct Expenses
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(b) Pro
forma financial information.
The
following unaudited pro forma financial information with respect to the
transactions described above is furnished as Exhibit 99.2 and incorporated
herein by this reference:
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·
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Pro
Forma Combined Financial Information
(unaudited)
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·
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Pro
Forma Combined Balance Sheet as of December 31, 2007
(unaudited)
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·
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Notes
to Pro Forma Combined Balance Sheet as of December 31, 2007
(unaudited)
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Pursuant
to the aforementioned letter dated April 29, 2008 from the SEC, the SEC staff
stated that it would waive the requirement to provide a pro forma statement of
operations, if the use of forward-looking information is necessary to
meaningfully present the effects of the transaction. Accordingly, we
have not included a pro forma statement of operations, as it does not
meaningfully present the effects of the purchase of the Business and would not
be indicative of our operations going forward due to differences in operations,
among other factors.
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(c)
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Exhibits.
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Exhibit
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Description
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No.
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23.1
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Consent
of Independent Auditors
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99.1
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Audited
Statements of Assets to be Acquired as of December 29, 2007 and December
30, 2006 and Statements of Net Revenues and Direct Expenses for the three
years ended December 29, 2007
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99.2
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Unaudited
Pro Forma Combined Financial Information as of December 31,
2007
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company 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 7, 2008
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By: /s/ Adam Gushard
Name:
Adam Gushard
Title: Interim
Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
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Description
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No.
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23.1
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Consent
of Independent Auditors
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99.1
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Audited
Statements of Assets to be Acquired as of December 29, 2007 and December
30, 2006 and Statements of Net Revenues and Direct Expenses for the three
years ended December 29, 2007
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99.2
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Unaudited
Pro Forma Combined Financial Information as of December 31,
2007
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