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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number: 0-22175
EMCORE CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2746503
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
394 ELIZABETH AVENUE, SOMERSET, NJ 08873
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (732) 271-9090
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK,
NO PAR VALUE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of common stock held by non-affiliates of the
registrant as of December 1, 1999 was approximately $205,186,625 (based on the
closing sale price of $23 15/16 per share).
The number of shares outstanding of the registrant's no par value common stock
as of December 1, 1999 was 13,565,769.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the 2000 Annual
Meeting of Shareholders (to be filed with the Securities and Exchange Commission
on or before January 28, 2000) are incorporated by reference in Part III of this
Form 10-K/A.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
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PAGE
REFERENCE
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14(a)(1) FINANCIAL STATEMENTS:
Included in Part II, Item 8 of this report:
Consolidated Balance Sheets as of September 30, 1998 and 1999 31
Consolidated Statements of Operations for the years ended September 30, 1997, 1998 and 1999 32
Consolidated Statements of Shareholders' Equity for the years ended
September 30, 1997, 1998 and 1999 33
Consolidated Statements of Cash Flows for the years ended September 30, 1997, 1998 and 1999 34-35
Notes to financial statements 36-54
Report of independent accountants 55
14(a)(2) FINANCIAL STATEMENT SCHEDULE:
Included in Part IV of this report:
Schedule II - Valuation and qualifying accounts and reserves 63
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Other schedules have been omitted since they are either not required or
not applicable.
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14(A)(3) EXHIBITS
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EXHIBIT NO. DESCRIPTION
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3.1 Restated Certificate of Incorporation, dated March 31, 1999.+
3.2 Amended By-Laws, as amended January 11, 1989 (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the
1997 S-1).
4.1 Specimen certificate for shares of common stock (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the
1997 S-1).
4.2 Form of $11.375 Warrant (incorporated by reference to Exhibit 4.2 to EMCORE's filing on Form 10-K, dated December
29, 1998).
10.1 1995 Incentive and Non-Statutory Stock Option Plan (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to
the 1997 S-1).
10.2 1996 Amendment to Option Plan (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the 1997 S-1).
10.3 Specimen Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the 1997
S-1).
10.4 Second Amended and Restated Distribution Agreement dated as of March 31, 1998 between EMCORE and Hakuto
(incorporated by reference to Exhibit 10.4 to EMCORE's filing on Form 10-K/A, dated May 17, 1999). Confidential
Statement has been requested by EMCORE for portions of this document. Such portions are indicated by "[*]".
10.5 Amendment to Lease for premises at 394 Elizabeth Avenue, Somerset, New Jersey 08873 (incorporated by reference to
Exhibit 10.5 to Amendment No. 1 to the 1997 S-1).
10.6 Registration Rights Agreement relating to September 1996 warrant issuance (incorporated by reference to Exhibit 10.6
to Amendment No. 1 to the 1997 S-1).
10.7 Registration Rights Agreement relating to December 1996 warrant issuance (incorporated by reference to Exhibit 10.7
to Amendment No. 1 to the 1997 S-1).
10.8 Form of 6% Subordinated Note Due May 1, 2001 (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to the
1997 S-1).
10.9 Form of 6% Subordinated Note Due September 1, 2001 (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to
the 1997 S-1).
10.10 Form of $4.08 Warrant (incorporated by reference to Exhibit 10.10 to Amendment No. 1 to the 1997 S-1).
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EXHIBIT INDEX - (CONTINUED)
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EXHIBIT NO. DESCRIPTION
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10.11 Form of $10.20 Warrant (incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the 1997 S-1).
10.12 Consulting Agreement dated December 6, 1996 between EMCORE and Norman E. Schumaker (incorporated by reference to
Exhibit 10.14 to Amendment No. 1 to the 1997 S-1).
10.13 Purchase Order issued to EMCORE by General Motors Corporation on November 17, 1996. (incorporated by reference to
Exhibit 10.15 to Amendment No. 1 to the 1997 S-1). Confidential treatment has been requested by EMCORE with respect
to portions of this document. Such portions are indicated by "[*]".
10.14 Acquisition Agreement, dated as of December 5, 1997, between EMCORE and MicroOptical Devices, Inc. (incorporated by
reference to Exhibit 2 to EMCORE's filing on Form 8-K, dated December 22, 1997).
10.15 Purchase Agreement, dated November 30, 1998, by and between EMCORE, Hakuto UMI and UTC (incorporated by reference to
Exhibit 10.15 to EMCORE's filing on Form 10-K, dated December 29, 1998).
10.16 Registration Rights Agreement, dated November 30, 1998 by and between EMCORE, Hakuto, UMI and UTC (incorporated by
reference to Exhibit 10.16 to EMCORE's filing on Form 10-K, dated December 29, 1998).
10.17 Long Term Purchase Agreement dated November 24, 1998 by and between EMCORE and Space Systems/Loral, Inc.
(incorporated by reference to Exhibit 10.17 to EMCORE's filing on Form 10-K/A, dated May 17, 1999). Confidential
treatment has been requested by EMCORE for portions of this document. Such portions are indicated by "[*]".
10.18 Note Purchase Agreement dated as of May 26, 1999 by and between EMCORE and GE Capital Equity Investements, Inc.
(incorporated by reference to Exhibit 10.18 to Amendment No. 2 to the 1998 S-3 filed on June 9, 1999).
10.19 Registration Rights Agreement dated as of May 26, 1999 by and between EMCORE and GE Capital Equity Investements,
Inc. (incorporated by reference to Exhibit 10.19 to Amendment No. 2 to the 1998 S-3 filed on June 9, 1999).
10.20 $22.875 Warrant issued to General Electric Company (incorporated by reference to Exhibit 10.20 to Amendment No. 2 to
the 1998 S-3 filed on June 9, 1999).
10.21 Transaction Agreement dated January 20, 1999 between General Electric Company and EMCORE (incorporated by reference
to Exhibit 10.1 to EMCORE's filing on Form 10-Q/A, dated May 17, 1999). Confidential treatment has been requested by
EMCORE for portions of this document. Such portions are indicated by "[*]".
10.22 Third Amendment to Revolving Loan and Security Agreement, dated as of December 1, 1999 between EMCORE and First
Union National Bank.+
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16 Letter of PricewaterhouseCoopers LLP ("PwC") dated January 4,
2000 regarding the Company's change in accountants and PwC's
refusal to consent to the inclusion of its auditor's report for
the Company's 1997 financial statements.*
21 Subsidiaries of the registrant.+
23.1 Consent of Deloitte & Touche LLP.+
27 Financial Data Schedule.+
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* Filed herewith
+ Filed previously
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Somerset, State of
New Jersey, on January 5, 2000.
EMCORE CORPORATION
By: /s/ REUBEN F. RICHARDS, JR.
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Name: Reuben F. Richards, Jr.
TITLE: PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report on Form 10-K has been signed below by the following persons on
behalf of EMCORE Corporation in the capacities indicated, on January 5, 2000.
SIGNATURE TITLE
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/s/ THOMAS J. RUSSELL Chairman of the Board and Director
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Thomas J. Russell
/s/ REUBEN F. RICHARDS, JR. President, Chief Executive Officer and Director
- ------------------------------ (Principal Executive Officer)
Reuben F. Richards, Jr.
/s/ THOMAS G. WERTHAN Vice President, Chief Financial Officer
- ------------------------------ and Director (Principal Accounting and
Thomas G. Werthan Financial Officer)
/s/ HOWARD W. BRODIE Vice President and Secretary
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Howard W. Brodie
/s/ RICHARD A. STALL Director
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Richard A. Stall
/s/ ROBERT LOUIS-DREYFUS Director
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Robert Louis-Dreyfus
/s/ HUGH H. FENWICK Director
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Hugh H. Fenwick
/s/ SHIGEO TAKAYAMA Director
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Shigeo Takayama
/s/ CHARLES T. SCOTT Director
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Charles T. Scott
/s/ JOHN HOGAN Director
- -----------------------------
John Hogan
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EXHIBIT 16
PRICEWATERHOUSECOOPERS
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PricewaterhouseCoopers LLP
Brian J. Armstrong Office of the General Counsel
1301 Avenue of the Americas
New York NY 10019-6013
Telephone (212) 259 1000
Facsimile (212) 259 1301
January 4, 2000 Direct phone 212-707-6728
Direct Fax 212-707-6717
Howard W. Brodie, Esq.
Vice President and General Counsel
Emcore Corporation
394 Elizabeth Avenue
Somerset, New Jersey 08873
Re: Emcore Corporation
Dear Mr. Brodie:
In your letter of December 29, 1999 you have requested on behalf of Emcore
Corporation (the "Company") that PricewaterhouseCoopers LLP ("PwC") promptly
furnish the Company with a letter addressed to the Commission stating whether
it agrees with the statements made by the Company in response to this Item
304(a) and, if not, stating the respects in which it does not agree." (A copy
of your letter is enclosed herewith. We also enclose a copy of recent
correspondence between the Company's litigation counsel and PwC.) This is PwC's
response:
1. With respect to the first paragraph of the Company's Item 304(a)
(the "Item"), PwC agrees with the first sentence, but does not
have sufficient information to know whether the remainder of the
paragraph is completely accurate.
2. With respect to the second paragraph of the Item, PwC does not
have sufficient information to know whether the paragraph is
completely accurate. PwC believes that Deloitte & Touche LLP
was engaged earlier that May 13, 1999, and the Company appears to
have acknowledged this in the fifth paragraph of the Item.
3. The statements in the third paragraph of the Item are accurate.
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PricewaterhouseCoopers
Howard W. Brodie, Esq.
January 4, 2000
Page Two
4. With respect to the fourth paragraph of the Item, while PwC does not
have information sufficient to state whether the paragraph is
completely accurate, PwC is not aware of any "reportable events" as
defined.
5. With respect to the fifth paragraph of the Item, PwC does not have
sufficient information to know whether the paragraph is completely
accurate. (See paragraph 2 above.)
6. With respect to the sixth paragraph of the Item, PwC disagrees with
the implication that because PwC has provided consents in the past it
is obligated to undertake a new engagement with respect to the
Company's most recent request for a consent.
7. With respect to the seventh paragraph of the Item, PwC is not able to
express a view on the accuracy of the Company's statement concerning
the Company's belief. However, without regard to whatever the
Company's belief may be, the statement that "PwC has refused to
provide a report and written consent solely in retaliation to [sic] a
lawsuit that the Company recently filed against PwC" is not accurate.
As PwC previously has advised the Company in writing, the performance
of procedures necessary to the provision of a written report and
consent involves a new engagement. PwC is entitled and required to
make a judgment as to whether it should undertake such a new
engagement. For reasons that we believe to be sound, PwC has
determined that it should not undertake the proposed engagement. Among
other factors, PwC has taken into consideration that the Company has
accused PwC of "racketeering" and fraud and, more recently, through
the Company's outside litigation counsel, has threatened PwC with
further legal action if the requested report and consent are not
promptly forthcoming. These and other actions for which the management
of the Company are responsible have led PwC to the conclusion not only
that it should not, but that it cannot, enter into a new engagement --
no matter how limited -- with the Company.
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PricewaterhouseCoopers
Howard W. Brodie, Esq.
January 4, 2000
Page Three
8. With respect to the eighth paragraph of the Item, the first two
sentences of the paragraph are accurate. PwC does not have sufficient
information to know whether the final sentence is accurate.
Very truly yours,
/s/ Brian J. Armstrong
Brian J. Armstrong
BJA/mi
Enclosures
cc: W. Scott Bayless, Esq. (with enclosures)
