UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
August
1, 2005
Date
of Report (Date of earliest event reported)
EMCORE
CORPORATION
Exact
name of registrant as specified in its charter
|
New Jersey |
0-22175 |
22-2746503 |
|
State of Incorporation |
Commission File Number |
IRS Employer Identification No. |
145
Belmont Drive, Somerset, New Jersey, 08873
Address
of principal executive offices, including Zip Code
(732)
271-9090
Registrant's
telephone number, including area code
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.05. Costs
Associated with Exit or Disposal
Activities.
On
April
18, 2005, EMCORE announced plans to consolidate solar panel operations into
a
state-of-the-art facility located in Albuquerque, NM. The establishment
of
a modern solar panel manufacturing facility, adjacent to the Albuquerque
solar
cell fabrication operations, will provide solar cell assemblies and solar
panels
for the satellite and terrestrial markets. Based on updated projections,
the Company determined on August 1, 2005 that the exit and disposal
activity expenses through fiscal year 2006 associated with this consolidation
effort may be material.
By
consolidating operations into a single location, EMCORE Photovoltaics expects
to
realize annual cost savings in fiscal 2006 and beyond, which will enable
it to
better compete in the terrestrial and space power markets. Production
operations at its City of Industry, CA (COI) solar panel facility
were
discontinued during the third quarter of fiscal 2005, and the facility is
expected to be closed during the first quarter of fiscal 2006.
The
Company currently expects that the estimated total cost associated with the
closure of EMCORE's COI solar panel facility will be approximately $3.4
million. The total charges include: (a) approximately $262,000 for
severance related expenses; (b) approximately $145,000 for facility clean
up
costs; (c) approximately $283,000 for employee retention and relocation
expenses; (d) approximately $480,000 relating to the early termination of
contracts; and (e) approximately $2.2 million for other related charges,
including costs associated with the disposal of fixed assets, restructuring
expenses, and other facility-related expenses. The Company
estimates that approximately $2.7 million of the total restructring costs
will
be cash expenditures.
Statements
included within this Current Report on Form 8-K that are not historical
in
nature, including without limitation the Company’s anticipated cost and timing
of the COI facility closure, constitute forward-looking statements within
the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and uncertainties
that may cause the actual results, performance, or events to be materially
different from any future results, performance, or events expressed or
implied
by such forward-looking statements. Such risks and uncertainties
include,
but are not limited to, the ability to achieve cost savings and efficiencies
through consolidation; the timing and cost of the Company’s facility closure,
including without limitation the timing of cash expenditures; and the
possibiility that the Company may delay the closure of the COI facility
to
support an additional near-term business opportunity, which is presently
under
discussion. Additional information regarding these risks, uncertainties,
and other matters are set forth in the Company’s filings with the Securities and
Exchange Commission.
Explanatory
Note: This Amendment is filed solely to
revise the second paragraph of Item 2.05 regarding the time frame for
discontinuance of production operations at EMCORE's COI facility.
SIGNATURE
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 hereunto
duly authorized.
| EMCORE CORPORATION | |
|
By: /s/
Thomas G. Werthan
Thomas
G. Werthan
Chief
Financial Officer
|
Dated:
August
5, 2005