11-K: Annual report of employee stock purchase, savings and similar plans
Published on June 30, 2000
UNITED STATES
SECURITES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark one)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the calendar year ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______ to _______
Commission File No.: 0-22175
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
EMCORE Corporation 401(k) Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
EMCORE Corporation
394 Elizabeth Avenue
Somerset, NJ 08873
(732) 271-9090
REQUIRED INFORMATION
EMCORE Corporation 401(k) Savings Plan ("Plan") is subject to the Employee
Retirement Income Security Act of 1974 ("ERISA"). Therefore, in lieu of the
requirements of Items 1-3 of Form 11-K, the financial statements and schedules
of the Plan for the two calendar years ended December 31, 1999 and 1998, which
have been prepared in accordance with the financial reporting requirements of
ERISA, are attached hereto as Appendix I and incorporated herein by this
reference.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities and Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMCORE Corporation 401(k) Savings Plan
/s/ Thomas G. Werthan June 26, 2000
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Thomas G. Werthan Date
Vice President-Finance
Chief Financial Officer
Trustee
EMCORE Corporation
401(k) Savings Plan
Financial Statements as of and for the
Years Ended December 31, 1999 and 1998,
Supplemental Schedules as of and for the
Year Ended December 31, 1999 and
Independent Auditors' Report
EMCORE CORPORATION
401(k) SAVINGS PLAN
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998:
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Financial Statements 4-7
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 1999:
Schedule of Assets Held for Investment Purposes at End of Year 8
Schedule of Reportable Transactions - Aggregate by Issue 9
INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of the
EMCORE Corporation 401(k) Savings Plan
We have audited the accompanying statements of net assets available for plan
benefits of EMCORE Corporation 401(k) Savings Plan (the "Plan") as of December
31, 1999 and 1998, and the related statements of changes in net assets available
for plan benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for plan benefits of the Plan at December 31,
1999 and 1998, and the changes in net assets available for plan benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and of reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These schedules are the
responsibility of the Plan's management. Such schedules have been subjected to
the auditing procedures applied in our audit of the basic 1999 financial
statements and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
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Parsippany, New Jersey
June 16, 2000
EMCORE CORPORATION
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
EMCORE CORPORATION
401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
EMCORE Corporation
401(k) Savings Plan
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
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1. DESCRIPTION OF PLAN
The following description of the EMCORE Corporation 401(k) Plan (the
"Plan") provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.
a. General - The Plan is a defined contribution plan established to
provide retirement benefits to eligible employees of EMCORE
Corporation (the "Company"). The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
b. Participation - Individuals become eligible on the first day of the
month immediately following their completion of one month of service
provided they are 20 years of age or older. Each participant's account
is credited with the participant's contribution and allocations of the
Company's matching contribution and Plan earnings.
c. Contributions - Participants may elect to contribute to the Plan
through a salary reduction up to the maximum tax deferral amount
allowed pursuant to IRS regulations. Participants may also contribute
amounts representing distributions from other qualified defined
benefit or contribution plans. The Company contributes 50 percent of
the first 6 percent of base compensation that a participant
contributes to the Plan. All employer contributions are invested in
the Company's common stock. The Company may also at its discretion
choose to make an additional profit sharing contribution to
participants who are credited with more than 500 hours of service
during the plan year and are employed by the Company on the last day
of the year.
d. Vesting - Participants are immediately vested in their contributions
plus actual earnings thereon. Vesting in the Company's matching and
discretionary contributions plus actual earnings thereon is based on
years of continuous service. A participant becomes 100 percent vested
after five years of credited service, with vesting taking place
ratably over such period. A participant becomes 100 percent vested in
all employer contributions upon reaching age 60, at death, if
permanently and totally disabled, or upon termination of the Plan.
e. Investment Options - Upon enrollment in the Plan, a participant may
direct employee contributions in any percent increments in any of the
available investment options. Participants may change their investment
options at any time. Only employer contributions are invested in
EMCORE Corporation common stock.
Description of investment options:
Money Market -
Prudential Government Securities Trust - Funds are invested in
United States Government securities.
Mutual Funds -
Prudential Utility - Funds are invested in equity and debt
securities of utility companies, including electric, gas,
telephone and cable companies.
Prudential Equity - Funds are invested in common stocks of major
and established corporations.
Prudential Small Company - Funds are invested in common stocks
selected for their potential for high return on equity, increased
earnings, increasing or expected dividends and low price/earnings
ratios.
Prudential Allocation Balanced - Funds are invested in
allocations between stocks, bonds, convertibles and cash.
Prudential Government Income - Funds are invested on bonds backed
by the United States Government or by government-linked agencies.
Putnam Voyager - Funds are invested primarily in common stocks of
mid-size firms.
Alliance Growth - Funds are invested in equity securities issued
by companies with favorable earnings and long-term growth
prospects.
Mutual Beacon - Funds are invested in common and preferred stocks
and corporate debt.
Aim Aggressive Growth - Funds are invested in equity securities
of small to medium-sized companies.
Oppenheimer Quest Opportunity Value - Funds are invested among
stocks, bonds and cash.
Kemper-Dreman High Return - Funds are invested in common stocks
that pay high dividends relative to the dividend yield of the S&P
500 index.
EMCORE Corporation Stock - Funds are invested in common stock of
EMCORE Corporation.
f. Payment of Benefits - The benefit to which a participant is entitled
is the benefit that can be provided from the participant's vested
account. On termination of service due to death, disability or
retirement, a participant or their beneficiary may elect to receive
either a lump-sum amount equal to the value of the participant's
vested interest in his or her account or annual installments over a
ten-year period. If an employee is terminated prior to age 60 for
other reasons, the employee may request distribution of their vested
account balance. Balances less than $5,000 are distributed within 90
days of termination.
g. Forfeitures - If a participant's employment terminates for reasons
other than retirement before attaining age 60, disability or death,
the unvested portion of the individual's account is forfeited.
Forfeitures of employer matching contributions shall be used to reduce
future employer contributions. Forfeitures were approximately $11,100
at December 31, 1999 and $11,000 at December 31, 1998.
h. Continuity of Plan - Although it has not expressed any intent to do
so, the Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of Plan termination, participants
receive the value of the vested interest in his or her account as a
lump-sum distribution.
i. Participant Loans - Participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50
percent of their vested account balance. Loan transactions are treated
as transfers to (from) the investment fund(s), from (to) the
Participants' Loan Fund. Loan terms range from 1-5 years or up to 25
years for the purchase of a primary residence. Loans are
collateralized by the balance in the participant's account and bear
interest at a rate commensurate with local prevailing rates as
determined quarterly by the Plan administrator. Interest rates in 1999
and 1998 ranged from 7.5 percent to 8.5 percent. Principal and
interest is paid ratably through bi-weekly payroll deductions.
j. Administrative Fees - All administrative expenses of the Plan are paid
by the Company. Fees paid by the Company on behalf of the Plan
amounted to approximately $20,500 and $18,000 for the years ended
December 31, 1999 and 1998, respectively.
2. SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting - The financial statements of the Plan are prepared
under the accrual method of accounting.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, and the reported amount of changes during the reporting
period. The preparation of financial statements in conformity with
generally accepted accounting principles also requires management to make
estimates and assumptions that affect the disclosures of contingent assets
and liabilities at the date of the financial statements. Actual results
could differ from those estimates.
Investment Valuation and Income Recognition - The Plan's investments are
stated at fair value. Shares in mutual funds are valued based on the quoted
market prices of the underlying securities which represent the net asset
value of shares held by the Plan. The Company stock is valued at its quoted
market price. Participants' loans are valued at cost which approximates
fair value.
The Plan presents in the statement of changes in net assets available for
plan benefits the net appreciation (depreciation) in the fair value of its
investments which consists of both realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
Payment of Benefits - Benefits are recorded when paid. There were no
outstanding benefits payable to terminated employees as of December 31,
1999 and 1998.
3. INVESTMENTS
The fair values of the individual investments that represent 5% or more of
the Plan's assets as of December 31, 1999 and 1998 are as follows:
4. TAX STATUS
The Company adopted a standardized prototype plan which received an
Internal Revenue Service opinion letter dated March 11, 1994 that stated
that the Plan and related trust are designed in accordance with applicable
sections of the Internal Revenue Code (the "Code"). The Plan has since been
amended. However, the Plan administrator believes that the Plan is
currently being operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, no provision for income taxes has
been included in the plan's financial statements.
EMCORE CORPORATION
401(k) SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
AS OF DECEMBER 31, 1999
EMCORE CORPORATION 401(k) SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
SERIES OF TRANSACTIONS - BY ISSUE
FOR THE YEAR ENDED DECEMBER 31, 1999