NT 10-K: Notice under Rule 12b25 of inability to timely file all or part of a Form 10-K, 10-KSB, or 10-KT
Published on December 30, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number ___________
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 1999
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: This notification
relates to the omission from the Company's Form 10-K for the fiscal year 1999 of
an auditor's report for the Company's financial statements for the fiscal year
ended September 30, 1997.
PART I - REGISTRANT INFORMATION
Full name of registrant: Emcore Corporation
Former name if applicable: Not applicable
394 Elizabeth Avenue
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Address of principal executive office (STREET AND NUMBER)
Somerset, New Jersey 08873
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City, state and zip code
PART II - RULE 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.)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K, or Form N-SAR, or portion
thereof will be filed on or before the 15th calendar day
following the prescribed due date; or the subject quarterly
report or 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
[X] (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 Form 10-K, 11-K, 20-F,
10-Q,N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
The Company is unable to include the auditor's report to the Company's
financial statements for the 1997 fiscal year in its annual report on Form 10-K
for fiscal year 1999 by its due date because the Company was not able, despite
several requests, to obtain the consent of PricewaterhouseCoopers ("PwC"), the
Company's predecessor auditor, to use its auditor's report to the Company's
financial statements for the fiscal year ended September 30, 1997. The Company
believes that PwC has refused to provide its report and written consent solely
in retaliation to a lawsuit that the Company recently filed against PwC in
connection with PwC's violation of the independence standards promulgated by the
Securities Exchange Commission (the "SEC"). The Company is not aware of any
subsequent events, transactions or other matters that may have affected the
previous report. In a letter from the SEC dated December 17, 1999, the SEC
advised the Company that its Form 10-K should be filed without PwC's current
signed audit report, disclosing the reason for its omission. As a result of the
advice received from the SEC in the December 17, 1999 letter and PwC's refusal,
the Company has engaged Deloitte & Touche LLP to reaudit the Company's financial
statements for the fiscal year ended September 30, 1997. Deloitte & Touche LLP
expects to have the reaudit completed prior to January 13, 2000.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
HOWARD BRODIE (732) 302-4077
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(Name) (Area Code) (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 the answer is no, identify report(s).
[X] 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?
[ ] Yes [X] 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.
EMCORE CORPORATION
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: 12/30/1999 By: /s/ Thomas Werthan, Chief Financial Officer
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INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, DC 20549, in accordance with Rule 0-3
of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amendment notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule 201
or Rule 202 of Regulation S-T or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
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Deloitte &
Touche
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Deloitte & Touche LLP Telephone (973) 683-7000
Two Hilton Court Facsimile (973) 683-7459
P.O. Box 319
Parsippany, New Jersey 07054-0319
December 28, 1999
Mr. Howard Brodie
EMCORE Corporation
394 Elizabeth Avenue
Somerset, New Jersey 08873
Dear Mr. Brodie:
We are writing to you regarding EMCORE Corporation's (the Company) request for
Deloitte & Touche LLP to re-audit the 1997 financial statements of the
Company which were previously audited by PricewaterhouseCoopers (PWC).
It is our understanding that such request was made due to the fact that PWC has
declined to reissue its report and related consent on the 1997 financial
statements to be included in the Company's annual report on Form 10-K for
fiscal 1999.
As your request to us was made on December 23, 1999, due to the time and effort
required to perform an audit of the Company's 1997 financial statements, it
would not be possible for us to complete such an assignment before mid-January
2000 at the earliest.
If you have any questions please contact us at (973) 683-6900.
Sincerely,
Deloitte & Touche LLP
/s/ Ray Lewis
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By: Ray Lewis, Partner