form8-k.htm
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
August
13, 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, New
Mexico 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:
|
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
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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Status
of SEC Filings
Since
the
completion of the investigation by the Special Committee of the Board of
Directors (the “Board”) of EMCORE Corporation (the “Company”), the Company has
focused on determining the appropriate measurement dates for all historical
stock option grants which have been incorrectly dated, and on making
corresponding accounting adjustments to the Company’s historical and current
financial statements where appropriate. The Company believes that it has
determined the appropriate measurement dates for all misdated stock option
grants and has determined the accounting impact for those
grants. Management has also provided to the Company’s independent
registered public accounting firm documentation supporting these determinations.
They are auditing the Company’s determinations of the appropriate measurement
dates and corresponding accounting adjustments to the Company’s past financial
statements.
The
Company and its legal and accounting advisors are working diligently to complete
the remaining steps necessary for the Company to become current in its
Securities and Exchange Commission (“SEC”) reporting
obligations. While the Company intends to file the required reports
as soon as practicable, management and the Board also recognize the importance
of accurate reporting and the timeframes required by the Company’s independent
registered public accounting firm to audit the Company’s Annual Report on Form
10-K for the fiscal year ended September 30, 2006 and to review the Company’s
Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 2006,
March 31, 2007, and June 30, 2007. The Company is hopeful that these reports
will be filed in September 2007 such that it will be able to regain compliance
with NASDAQ and SEC filing requirements.
While
there can be no assurance that the Company will become compliant with NASDAQ
requirements that it file its periodic reports and restatement before the NASDAQ
Listing and Hearing Review Council (the “Listing Council”) takes any action
lifting the stay, the Company continues to work diligently to do
so.
NASDAQ
Notice
As
previously disclosed, on June 15, 2007, the Company received a letter from
The
NASDAQ Stock Market stating that the Listing Counsel has stayed the previously
reported May 10, 2007 decision of the NASDAQ Listing Qualifications Panel (the
“Panel”) and any future Panel determinations to suspend the Company’s securities
from trading on NASDAQ, pending further review by the Listing Council.
Consequently, the Company’s securities would continue to be listed and tradable
on the NASDAQ Global Market System until further action by the Listing Council
to lift the stay, which would not occur prior to August 10, 2007. In addition,
the Company was invited to submit any additional information to the Listing
Council for consideration in its review by no later August 10,
2007.
On
August
10, 2007, the Company submitted a letter, in response to the Listing Council’s
invitation, requesting that the Listing Council exercise its discretionary
authority in favor of granting the Company an additional extension to regain
compliance with NASDAQ’s filing requirement. The Company is awaiting
the Listing Council’s response to this letter.
On
August
13, 2007, the Company received a NASDAQ Staff Determination letter stating
that
the Company is not in compliance with the filing requirements for continued
listing set forth in NASDAQ Marketplace Rule 4310(c)(14) and that its common
stock is subject to delisting from the NASDAQ Stock Market. The
notice, which the Company expected, was issued as a result of the Company’s
failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2007 with the SEC by the required deadline. This is the
third such notice for delinquent quarterly filings with the SEC that the Company
has received from NASDAQ. The Company had previously filed a
Notification of Late Filing on Form 12b-25 with the SEC indicating that the
Company would be unable to file this Quarterly Report by the original filing
deadline of August 9, 2007 due to the Company’s ongoing review of its prior
stock option grants.
A
copy of
the press release announcing the receipt of the NASDAQ Staff Determination
letter is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
* * *
Forward-Looking
Statement
This
Current Report on Form 8-K includes a forward-looking statement within the
meaning of the Private Securities Litigation Reform Act regarding the timing
in
which the Company expects to become current in its reporting obligations under
the Securities Exchange Act of 1934 and under the NASDAQ Marketplace
Rules. This statement involves uncertainties that may cause the
actual timing in which the Company becomes current in its reporting obligations
to differ materially from the Company’s current
expectations. This forward-looking statement is made as of the
date hereof, and the Company does not assume any obligation to update the
statement.
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 August 17, 2007, issued by EMCORE
Corporation.
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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:
August 17, 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
|
|
99.1
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Press
release, dated August 17, 2007, issued by EMCORE
Corporation.
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