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 9, 2012
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 10-D ¨ Form N-SAR ¨ Form N-CSR
For Period Ended: December 31, 2011
¨ 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 subject distribution report on Form 10-D, 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, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
EMCORE Corporation (the “Company”) will be unable to file its Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2011 (the “Form 10-Q”) prior to the filing deadline of February 9, 2012 because the Company needs additional time to complete its financial statement closing process. As reported in a Current Report on Form 8-K furnished by the Company on October 24, 2011, the flood in Thailand has greatly impacted the Company's primary contract manufacturer and this event has had a significant impact on the Company’s Fiber Optics operations. The Company has yet to complete its evaluation of the financial and non-financial impacts associated with this event that will be recorded and disclosed in the Form 10-Q. This delay could not be cured without unreasonable effort or expense. The Company plans to file its Form 10-Q 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:
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Mr. Mark Weinswig
(Name)
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(505) 332-5000
(Telephone Number)
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(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). ýYes ¨ 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 December 31, 2011, the Company expects to report a decrease in revenue when compared to the corresponding period for the last fiscal year primarily due to the impact from the Thailand flood. However, revenue for the quarter is an amount within revenue guidance provided by the Company. The Company also expects to recognize (i) losses associated with damaged inventory and equipment due to the Thailand flood and (ii) expense associated with its Suncore joint venture. The Company’s financial statements are still being prepared since the closing process has not been completed.
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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 the quarterly period ended December 31, 2011. 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.
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Date: February 8, 2012
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By: /s/ Mark Weinswig
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Name: Mark Weinswig
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Title: Chief Financial Officer
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).