10-K/A: Annual report pursuant to Section 13 and 15(d)
Published on January 6, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number: 0-22175
EMCORE CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2746503
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
394 ELIZABETH AVENUE, SOMERSET, NJ 08873
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (732) 271-9090
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK,
NO PAR VALUE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of common stock held by non-affiliates of the
registrant as of December 1, 1999 was approximately $205,186,625 (based on the
closing sale price of $23 15/16 per share).
The number of shares outstanding of the registrant's no par value common stock
as of December 1, 1999 was 13,565,769.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the 2000 Annual
Meeting of Shareholders (to be filed with the Securities and Exchange Commission
on or before January 28, 2000) are incorporated by reference in Part III of this
Form 10-K/A.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
Other schedules have been omitted since they are either not required or
not applicable.
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14(A)(3) EXHIBITS
EXHIBIT INDEX - (CONTINUED)
16 Letter of PricewaterhouseCoopers LLP ("PwC") dated January 4,
2000 regarding the Company's change in accountants and PwC's
refusal to consent to the inclusion of its auditor's report for
the Company's 1997 financial statements.*
21 Subsidiaries of the registrant.+
23.1 Consent of Deloitte & Touche LLP.+
27 Financial Data Schedule.+
- ----------
* Filed herewith
+ Filed previously
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Somerset, State of
New Jersey, on January 5, 2000.
EMCORE CORPORATION
By: /s/ REUBEN F. RICHARDS, JR.
--------------------------------------------
Name: Reuben F. Richards, Jr.
TITLE: PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report on Form 10-K has been signed below by the following persons on
behalf of EMCORE Corporation in the capacities indicated, on January 5, 2000.
SIGNATURE TITLE
--------- -----
/s/ THOMAS J. RUSSELL Chairman of the Board and Director
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Thomas J. Russell
/s/ REUBEN F. RICHARDS, JR. President, Chief Executive Officer and Director
- ------------------------------ (Principal Executive Officer)
Reuben F. Richards, Jr.
/s/ THOMAS G. WERTHAN Vice President, Chief Financial Officer
- ------------------------------ and Director (Principal Accounting and
Thomas G. Werthan Financial Officer)
/s/ HOWARD W. BRODIE Vice President and Secretary
- ------------------------------
Howard W. Brodie
/s/ RICHARD A. STALL Director
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Richard A. Stall
/s/ ROBERT LOUIS-DREYFUS Director
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Robert Louis-Dreyfus
/s/ HUGH H. FENWICK Director
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Hugh H. Fenwick
/s/ SHIGEO TAKAYAMA Director
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Shigeo Takayama
/s/ CHARLES T. SCOTT Director
- ------------------------------
Charles T. Scott
/s/ JOHN HOGAN Director
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John Hogan
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