UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 2, 2004
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EMCORE CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 0-22175 22-2746503
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State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation
145 Belmont Drive
Somerset, New Jersey
08873
(Address of principal offices, including zip code)
(732) 271-9090
(Registrant's telephone number, including area code)
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release, dated August 2, 2004
99.2 August 3, 2004 Transcript of Third Quarter Earnings Release Conference
Call and Reconciliation of Non-GAAP Financial Measures to GAAP
Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On August 2, 2004, EMCORE Corporation (the "Registrant") issued a press release
disclosing its 2004 third quarter earnings. A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
On August 3, 2004, management of the Registrant held a conference call
concerning, among other things, its 2004 third quarter financial results. A
transcript of the conference call is attached as Exhibit 99.2 to this Current
Report on Form 8-K.
Certain non-GAAP measures also are set forth in Exhibit 99.2. A non-GAAP
financial measure is a numerical measure of a company's performance that either
excludes or includes amounts that are not normally excluded or included in the
most directly comparable measure calculated and presented in accordance with
GAAP. The Registrant believes that the additional non-GAAP measures are useful
to investors for financial analysis. Management uses these measures internally
to evaluate its operating performance and the measures are used for planning and
forecasting of future periods. However, non-GAAP measures are not in accordance
with, nor are they a substitute for, GAAP measures. The disclosure in Exhibit
99.2 allows investors to reconcile the non-GAAP measures to GAAP.
The information in this Current Report, including the exhibit 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.
The information in this Current Report, including the exhibit hereto, shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section
or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
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 thereunto duly authorized.
EMCORE CORPORATION
By: /s/ Thomas G. Werthan
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Thomas G. Werthan
Chief Financial Officer
Dated: August 5, 2004
EXHIBIT INDEX
Exhibit Description
99.1 Press Release, dated August 2, 2004
99.2 August 3, 2004 Transcript of Third Quarter Earnings Release Conference
Call and Reconciliation of Non-GAAP Financial Measures to GAAP