1
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.
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
Other schedules have been omitted since they are either not required or
not applicable.
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14(A)(3) EXHIBITS
EXHIBIT NO. DESCRIPTION
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)
EXHIBIT NO. DESCRIPTION
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
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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
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John Hogan
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