8-K: Current report filing
Published on May 17, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) MAY 13, 1999
EMCORE CORPORATION
(Exact name of registrant as specified in charter)
New Jersey 0-22175 22-2746503
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State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation
394 Elizabeth Avenue, Somerset, New Jersey 08873
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(Address of principal offices) (Zip Code)
Registrant's telephone number including area code (732) 271-9090
(Former name or former address, if changed since last report) NOT APPLICABLE
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
PricewaterhouseCoopers LLP ("PwC") and one of its predecessors, Coopers
& Lybrand L.L.P., have served as the Company's independent public accountants
since 1986. On May 13, 1999 the staff of the Securities and Exchange Commission
(the "SEC") advised EMCORE that, in its view, because several current and former
Price Waterhouse LLP partners owned shares of the Company's common stock, PwC
had violated the independence standards promulgated by the SEC. The SEC staff is
requiring the Company to change auditors and to have a new accounting firm
reaudit its fiscal 1998 financial statements as a result of such violations by
PwC.
In connection with the foregoing, on May 13, 1999, the Company engaged
Deloitte & Touche LLP as its independent public accountants to reaudit the
Company's financial statements for fiscal year 1998 and dismissed PwC as the
Company's independent public accountant for fiscal year 1998. Both of these
decisions were approved by the audit committee of the Company's Board of
Directors.
PwC's report on the Company's financial statements for the two most
recent fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles. In addition, during the Company's two most recent fiscal
years and through May 13, 1999, there were no disagreements with PwC on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of PwC, would have caused PwC to make reference to the subject
matter of the disagreement in connection with its report.
During the Company's two most recent fiscal years and through May 13,
1999, there have been no reportable events, as defined in Regulation S-K Item
304(a)(1)(v).
Prior to formally being appointed as auditors on May 13, 1999, Deloitte
& Touche LLP performed certain audit-related work at the request of the Company
as a precaution in the event the SEC staff required the Company to change
accountants.
Item 5. OTHER EVENTS.
Attached hereto as Exhibit 99 and incorporated by reference herein is a
copy of the press release issued by the Company on May 13, 1999.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
EXHIBITS
16.1 Letter of PricewaterhouseCoopers LLP, dated May 17, 1999,
regarding the Company's change in accountants.
99 Press Release of the Company dated May 13, 1999.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EMCORE CORPORATION
(Registrant)
By: /s/ Thomas G. Werthan
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Thomas G. Werthan
Chief Financial Officer
Dated: May 17, 1999
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