UNITED
STATES
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
July
10, 2007
Date
of Report (Date of earliest event reported)
EMCORE
CORPORATION
Exact
Name of Registrant as Specified in its Charter
|
New
Jersey
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0-22175
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22-2746503
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State
of Incorporation
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Commission
File Number
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IRS
Employer Identification Number
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10420
Research Road, SE, Albuquerque, NM 87123
Address
of principal executive offices, including zip code
(505)
332-5000
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
2.02 Results
of Operations and Financial Condition.
On July
10, 2007, EMCORE Corporation (the “Registrant”) issued a press release
disclosing its preliminary unaudited financial results for the second quarter
of
fiscal 2007 ended March 31, 2007. A copy of this press release is attached
as Exhibit 99.1 to this Current Report.
The
information in this Current Report, including Exhibit 99.1 hereto, shall not
be
incorporated by reference into any filing of the Registrant, whether made before
or after the date hereof, regardless of any general incorporation language
in
such filing, unless expressly incorporated by specific reference to such
filing. Furthermore, the information in this Current Report, including
Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject
to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities
Act of 1933, as amended.
The
information set forth above is intended to be furnished under this ITEM 2.02,
“Results of Operations and Financial Condition,” and under ITEM 7.01,
“Regulation FD Disclosure.”
ITEM
7.01 Regulation
FD Disclosure.
See
ITEM
2.02, “Results of Operations and Financial Condition,” above.
ITEM
9.01 Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit
Number
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Description
|
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99.1
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Press
Release, dated July 10, 2007, issued by EMCORE Corporation.
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*
* *
*
Statements
contained in this Current Report on Form 8-K that disclose the Company’s
intentions, expectations or predictions of the future are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act.
These statements involve risks and uncertainties and other factors that may
cause results to differ materially from those anticipated at the time such
statements are made. In addition, potential risks and uncertainties regarding
the Company include but are not limited to (a) the finalization and audit of
the
Company’s unaudited fourth quarter and fiscal year 2006 results, (b) the effects
of the Company’s voluntary review of its historic stock option granting
practices, including (i) risks and uncertainties relating to developments in
regulatory and legal guidance regarding stock option grants and accounting
for
such grants, (ii) the possibility that the Company will not be able to file
additional reports with the Securities and Exchange Commission in a timely
manner, (iii) the possibility that the Company in consultation with the
Company's independent public accountants or the SEC, may determine that
additional stock-based compensation expenses and other additional expenses
be
recorded in connection with affected option grants (iv) the Company may incur
negative tax consequences arising out of the stock option review, (v) the
possible delisting of the Company’s stock from the Nasdaq National Market
pursuant to Nasdaq Marketplace Rule 4310(c)(14), (vi) risk of additional
litigation arising out of or related to the Company’s stock option grants or a
restatement of the Company’s financial statements and (vii) the inability of the
Company to integrate the operations of Opticomm with its current operations,
and
(c) factors discussed from time to time in reports filed by the Company with
the
Securities and Exchange Commission. The forward-looking statements contained
in
this Current Report on Form 8-K are made as of the date hereof and the Company
does not assume any obligation to update the reasons why actual results could
differ materially from those projected in the forward-looking
statements.
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.
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EMCORE
CORPORATION
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Dated:
July 10, 2007
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By: /s/
Adam Gushard
Name:
Adam Gushard
Title:
Interim Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
|
Description
|
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99.1
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Press
Release, dated July 10, 2007, issued by EMCORE Corporation.
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