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 August 11, 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
Period Ended: June 30,
2009
¨ 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”) is evaluating its long-lived assets for impairment
in accordance with the Financial Accounting Standards Board’s Statement of
Financial Accounting Standard No. 144, “Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed
Of”. The determination as to whether a write-down of
long-lived assets is necessary involves significant judgment based on the
short-term and long-term projections of the future performance of the reporting
unit to which the long-lived assets are attributed.
As a
result of the time necessary to complete this evaluation, the Company was unable
to complete the filing of its Form 10-Q for the fiscal quarter ended June 30,
2009 by the due date of August 10, 2009, without unreasonable effort or
expense. The Company believes that it will be able to file its Form
10-Q for the fiscal quarter ended June 30, 2009 within the five-day period
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
|
John
M. Markovich
(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.
During
the three months ended June 30, 2009, the Company continued to experience
significant adverse changes in its results of operations (in particular,
revenue, gross margin, operating loss, and net loss) when compared to the
corresponding periods for the last fiscal year primarily due to adverse changes
in the macroeconomic environment. During the three months ended June
30, 2009, the Company incurred approximately $37 million of additional non-cash
expenses related to impairment of long-lived assets in its Fiber Optics business
segment, primarily related to the Company’s acquisition of Intel Corporation’s
fiber optics assets in 2008, and other non-cash charges. The Company
expects to report a fiscal 2009 third quarter net loss of approximately
$45 million.
***
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 fiscal quarter ended June 30, 2009. 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.
(Name of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Date: August
11,
2009
|
By: /s/John
M. Markovich
|
|
Name:
John M. Markovich
|
|
|
Title: Chief
Financial Officer
|
________________________________________________________________________________
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See
18 U.S.C. 1001).