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 February 10, 2009
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 ýForm
10-Q □ Form N-SAR□ Form
N-CSR
For the
Period
Ended: December
31, 2008
□ 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)
ý
(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.
EMCORE
Corporation (the “Company”) received a letter from the SEC dated January 30,
2009 containing comments on the Company’s Form 10-K for the fiscal year ended
September 30, 2008 and requesting that certain disclosures be revised in future
filings in response to the comments contained in that letter. The Company is in
the process of preparing appropriate responses to the SEC comment letter, but
was unable to complete those revisions to the disclosures contained in the Form
10-Q for the quarter ended December 31, 2008 by the filing due date of February
9, 2009. The Company believes that it will be able to revise the
disclosures in the Form 10-Q to comply with certain comments contained in the
SEC comment letter within the five-day period provided under Rule
12b-25(b)(2)(ii). The Company has also received an extension from the
SEC to respond to its remaining comments following the filing of the Form 10-Q
for the quarter ended December 31, 2008.
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)
|
332-5000
(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). ý
Yes ¨
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?
ý
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.
On
February 9, 2009, the Company issued a press release disclosing its preliminary
unaudited results for its first quarter ended December 31, 2008. The
Company reported a consolidated net loss of $53.4 million, or $0.69 loss per
share for the quarter ended December 31, 2008. For the quarter ended
December 31, 2007, the Company reported a consolidated net loss of $14.4
million, or $0.28 loss per share.
As
required by Statement of Financial Accounting Standard No. 142, Goodwill and
Other Intangible Assets, the Company evaluated its goodwill for impairment as of
December 31, 2008. As a result of the unfavorable macroeconomic
environment and a significant reduction in the Company’s market capitalization
during the period, we determined that the goodwill related to our Fiber Optics
segment was impaired resulting in a $31.8 million non-cash impairment
charge. The Company also recorded a non-cash impairment charge
totaling $1.9 million related to in-process research & development
(IPR&D) acquired through the Company’s February 2008 acquisition of the
telecom-related assets of Intel Corporation. As part of cost cutting
initiatives intended to generate cash, management discontinued certain R&D
projects, two of which were associated with the Company’s capitalized
IPR&D. As of December 31, 2008, the Company’s balance sheet no
longer reflects any goodwill associated with its Fiber Optics segment or any
capitalized IPR&D.
***
This
notification of late filing on Form 12b-25 contains forward-looking statements
regarding the Company’s expectations concerning the filing of its Quarterly
Report on Form 10-Q for its quarter ended December 31, 2008. 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. 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: February
10, 2009
|
By: /s/John
M. Markovich
|
|
Name: John
M. Markovich
|
|
|
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
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See
18 U.S.C. 1001).