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
Date of Report (Date of earliest event reported) May 7, 2003
EMCORE CORPORATION
(Exact name of registrant as specified in 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
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(Address of principal offices)
08873
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(Zip Code)
Registrant's telephone number including area code (732) 271-9090
(Former name or former address, if changed since last report) NOT APPLICABLE
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated May 7, 2003
99.2 Excerpt of Transcript of Second Quarter Earnings Release Conference Call
Item 9. REGULATION FD DISCLOSURE
On May 7, 2003, EMCORE Corporation (the "Registrant") issued the Press Release
annexed hereto as Exhibit 99.1. On May 8, 2003, management of the Registrant
held a conference call concerning, among other things, its financial results for
the quarter ended March 31, 2003. An excerpt of the transcript of the conference
call is annexed hereto as Exhibit 99.2
As a supplement to the consolidated financial statements set forth in Exhibit
99.1 which are presented on a generally accepted accounting principles (GAAP)
basis, the Registrant provides additional non-GAAP measures for net loss and net
loss per share. Additional non-GAAP measures for revenues, cost of revenues,
SG&A expenses, R&D expenses, net loss and net loss per share are also set forth
in Exhibit 99.2, together with a reconciliation thereof to GAAP. 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 Exhibits
99.1 and 99.2 allows investors to reconcile the non-GAAP measures to GAAP.
The Registrant is making this disclosure under Item 12 of Form 8-K, but in
accordance with SEC Release 33-8216, it is set forth under Item 9. The
information in this Form 8-K, including the exhibits, shall not be deemed to be
"filed" for purposes of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities thereof, nor shall it
be deemed to be incorporated by reference in any filing under the Exchange Act
or under the Securities Act of 1933, as amended, except to the extent
specifically provided in any such filing.
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
(Registrant)
By: /s/ Thomas G. Werthan
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Thomas G. Werthan
Chief Financial Officer
Dated: May 14, 2003
EXHIBIT INDEX
Exhibit Description
99.1 Press Release dated May 7, 2003
99.2 Excerpt of Transcript of Second Quarter Earnings Release Conference
Call