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
May 11,
2009
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
Number
|
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:
□ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
□ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
□ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 1.01 Entry into a Material Definitive
Agreement.
On May
12, 2009, the Company entered into a Fourth Amendment (the “Fourth Amendment”)
to the Loan and Security Agreement with Bank of America, N.A., dated as of
September 26, 2008 (the “Loan and Security Agreement”). The Fourth
Amendment amended the Loan and Security Agreement to, among other things, push
out compliance under the fixed charge coverage ratio financial covenant until
the fiscal quarter ending on March 31, 2010.
The
foregoing description does not purport to be complete and is qualified in its
entirety by reference to the text of the Fourth Amendment, which is attached
hereto as Exhibit 10.1 to this report and is incorporated herein by
reference.
ITEM
2.02 Results
of Operations and Financial Condition.
On May
11, 2009, EMCORE Corporation (the “Registrant”) issued a press release
disclosing its unaudited financial results for the second quarter of fiscal 2009
ended March 31, 2009. 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”.
***
Forward-looking
statements:
The
information provided herein may include forward–looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 relating to future events that involve risks and
uncertainties. Such forward–looking statements include but are not limited to
words such as "expects”, "anticipates”, "intends”, "plans”, believes”, and
"estimates”, and variations of these words and similar expressions, identify
these forward–looking statements. These forward–looking statements also include,
without limitation, (a) any statements or implications regarding our ability to
remain competitive and a leader in its industry, and the future growth of the
Company, or the industry and the economy in general; (b) statements regarding
the expected level and timing of benefits from our current cost reduction
efforts, including (i) expected cost reductions and their impact on our
financial performance, (ii) our ability to reduce operating expenses associated
with recent acquisitions (iii) our continued leadership in technology and
manufacturing in our markets, and (iv) the belief that the cost reduction
efforts will not impact product development or manufacturing execution; (c) any
statement or implication that the products described in this press release (i)
will be successfully introduced or marketed, (ii) will be qualified and
purchased by our customers, or (iii) will perform to any particular
specifications or performance or reliability standards; (d) any and all guidance
provided by us regarding its expected financial performance in future periods,
including, without limitation, with respect to anticipated revenues for the
third quarter of fiscal 2009. These forward–looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
projected, including without limitation, the following: (a) the impact on the
Company, our customers and our suppliers from the current worldwide economic
crisis; (b) our cost reduction efforts may not be successful in achieving their
expected benefits, (including, among other things, cost structure, gross margin
and other profitability improvements), due to, among other things, shifts in
product mix, selling price pressures, costs and delays related to product
transfers to lower cost manufacturing locations and associated facility
closures, integration difficulties, and execution concerns; (c) we may encounter
difficulties in integrating recent acquisitions and as a result may sustain
increased operating expenses, delays in commercializing new products, production
difficulties associated with transferring products to our manufacturing
facilities and disruption of customer relationships; (d) the failure of the
products (i) to perform as expected without material defects, (ii) to be
manufactured at acceptable volumes, yields, and cost, (iii) to be qualified and
accepted by our customers, and, (iv) to successfully compete with products
offered by our competitors; (e) we may not be successful in undertaking the
steps currently planned in order to increase our liquidity; and (f) other risks
and uncertainties described in our filings with the Securities and Exchange
Commission such as cancellations, rescheduling or delays in product shipments;
manufacturing capacity constraints; lengthy sales and qualification cycles;
difficulties in the production process; changes in semiconductor industry
growth; increased competition; delays in developing and commercializing new
products; and other factors. The forward–looking statements contained in this
press release are made as of the date hereof and we do not assume any obligation
to update the reasons why actual results could differ materially from those
projected in the forward–looking statements.
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
|
Exhibit
Number
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Description
|
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10.1
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Fourth
Amendment to the Loan and Security Agreement with Bank of America, N.A.,
dated May 12, 2009
|
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99.1
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Press
Release, dated May 11, 2009, 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:
May 15, 2009
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By: /s/ John M.
Markovich
Name:
John M. Markovich
Title: Chief
Financial
Officer
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