UNITED STATES
SECURITES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark one)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the calendar year ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______ to _______
Commission File No.: 0-22175
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
EMCORE Corporation 401(k) Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
EMCORE Corporation
394 Elizabeth Avenue
Somerset, NJ 08873
(732) 271-9090
REQUIRED INFORMATION
EMCORE Corporation 401(k) Savings Plan ("Plan") is subject to the Employee
Retirement Income Security Act of 1974 ("ERISA"). Therefore, in lieu of the
requirements of Items 1-3 of Form 11-K, the financial statements and schedules
of the Plan for the two calendar years ended December 31, 1999 and 1998, which
have been prepared in accordance with the financial reporting requirements of
ERISA, are attached hereto as Appendix I and incorporated herein by this
reference.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities and Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMCORE Corporation 401(k) Savings Plan
/s/ Thomas G. Werthan June 26, 2000
- ------------------------------------ ----------------
Thomas G. Werthan Date
Vice President-Finance
Chief Financial Officer
Trustee
EMCORE Corporation
401(k) Savings Plan
Financial Statements as of and for the
Years Ended December 31, 1999 and 1998,
Supplemental Schedules as of and for the
Year Ended December 31, 1999 and
Independent Auditors' Report
EMCORE CORPORATION
401(k) SAVINGS PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998:
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Financial Statements 4-7
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 1999:
Schedule of Assets Held for Investment Purposes at End of Year 8
Schedule of Reportable Transactions - Aggregate by Issue 9
INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of the
EMCORE Corporation 401(k) Savings Plan
We have audited the accompanying statements of net assets available for plan
benefits of EMCORE Corporation 401(k) Savings Plan (the "Plan") as of December
31, 1999 and 1998, and the related statements of changes in net assets available
for plan benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for plan benefits of the Plan at December 31,
1999 and 1998, and the changes in net assets available for plan benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and of reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These schedules are the
responsibility of the Plan's management. Such schedules have been subjected to
the auditing procedures applied in our audit of the basic 1999 financial
statements and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
- ----------------------------
Parsippany, New Jersey
June 16, 2000
EMCORE CORPORATION
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
ASSETS 1999 1998
INVESTMENTS, AT FAIR VALUE
Money Market:
Prudential Government Securities Trust $ 210,645 $ 152,021
Prudential Special Money Market Fund 990 -
Prudential Government Securities 17,866 -
Mutual Funds:
Prudential Utility Class B 139,163 199,693
Prudential Utility Class A 516,117 454,725
Prudential Equity Class B 165,102 200,638
Prudential Small Company Class B 74,902 115,490
Prudential Equity Class A 936,754 695,781
Prudential Small Company Class A 560,233 486,439
Prudential Allocation Strategy Class A - 7
Prudential Allocation Balanced Class A 249,711 140,309
Prudential Allocation Balanced Class B 44,169 54,206
Prudential Government Income Class B 1,250 5,319
Prudential Government Income Class A 36,262 35,697
Putnam Voyager Class A 449,668 106,763
Alliance Growth Class A 473,967 141,779
Mutual Beacon Class I 113,150 83,274
Aim Aggressive Growth 387,915 141,619
Oppenheimer Quest Opportunity Value Class A 216,819 109,562
Kemper-Dreman High Return Class A 253,248 178,899
EMCORE Corporation Stock Fund 1,661,869 481,284
Participants' Loans Fund 124,594 72,153
Total Investments 6,634,394 3,855,658
RECEIVABLES:
Employer's contributions 27,012 51,667
Total receivables 27,012 51,667
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 6,661,406 $ 3,907,325
The accompanying notes are an integral part of these financial statements.
EMCORE CORPORATION
401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
1999 1998
ADDITIONS TO ASSETS ATTRIBUTED TO:
Investment Income:
Net appreciation (depreciation) in fair value of investments $ 824,217 $ (43,562)
Dividends and interest income 441,085 257,140
Net investment income 1,265,302 213,578
Contributions:
Participant 1,459,242 1,313,145
Employer 411,389 330,778
Total contributions 1,870,631 1,643,923
Total additions 3,135,933 1,857,501
DISTRIBUTIONS TO PARTICIPANTS (381,852) (76,428)
INCREASE IN NET ASSETS AVAILABLE FOR PLAN BENEFITS: 2,754,081 1,781,073
NET ASSETS AVAILABLE FOR PLAN BENEFITS
Beginning of year 3,907,325 2,126,252
End of Year $ 6,661,406 $ 3,907,325
The accompanying notes are an integral part of these financial statements.
EMCORE Corporation
401(k) Savings Plan
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of the EMCORE Corporation 401(k) Plan (the
"Plan") provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.
a. General - The Plan is a defined contribution plan established to
provide retirement benefits to eligible employees of EMCORE
Corporation (the "Company"). The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
b. Participation - Individuals become eligible on the first day of the
month immediately following their completion of one month of service
provided they are 20 years of age or older. Each participant's account
is credited with the participant's contribution and allocations of the
Company's matching contribution and Plan earnings.
c. Contributions - Participants may elect to contribute to the Plan
through a salary reduction up to the maximum tax deferral amount
allowed pursuant to IRS regulations. Participants may also contribute
amounts representing distributions from other qualified defined
benefit or contribution plans. The Company contributes 50 percent of
the first 6 percent of base compensation that a participant
contributes to the Plan. All employer contributions are invested in
the Company's common stock. The Company may also at its discretion
choose to make an additional profit sharing contribution to
participants who are credited with more than 500 hours of service
during the plan year and are employed by the Company on the last day
of the year.
d. Vesting - Participants are immediately vested in their contributions
plus actual earnings thereon. Vesting in the Company's matching and
discretionary contributions plus actual earnings thereon is based on
years of continuous service. A participant becomes 100 percent vested
after five years of credited service, with vesting taking place
ratably over such period. A participant becomes 100 percent vested in
all employer contributions upon reaching age 60, at death, if
permanently and totally disabled, or upon termination of the Plan.
e. Investment Options - Upon enrollment in the Plan, a participant may
direct employee contributions in any percent increments in any of the
available investment options. Participants may change their investment
options at any time. Only employer contributions are invested in
EMCORE Corporation common stock.
Description of investment options:
Money Market -
Prudential Government Securities Trust - Funds are invested in
United States Government securities.
Mutual Funds -
Prudential Utility - Funds are invested in equity and debt
securities of utility companies, including electric, gas,
telephone and cable companies.
Prudential Equity - Funds are invested in common stocks of major
and established corporations.
Prudential Small Company - Funds are invested in common stocks
selected for their potential for high return on equity, increased
earnings, increasing or expected dividends and low price/earnings
ratios.
Prudential Allocation Balanced - Funds are invested in
allocations between stocks, bonds, convertibles and cash.
Prudential Government Income - Funds are invested on bonds backed
by the United States Government or by government-linked agencies.
Putnam Voyager - Funds are invested primarily in common stocks of
mid-size firms.
Alliance Growth - Funds are invested in equity securities issued
by companies with favorable earnings and long-term growth
prospects.
Mutual Beacon - Funds are invested in common and preferred stocks
and corporate debt.
Aim Aggressive Growth - Funds are invested in equity securities
of small to medium-sized companies.
Oppenheimer Quest Opportunity Value - Funds are invested among
stocks, bonds and cash.
Kemper-Dreman High Return - Funds are invested in common stocks
that pay high dividends relative to the dividend yield of the S&P
500 index.
EMCORE Corporation Stock - Funds are invested in common stock of
EMCORE Corporation.
f. Payment of Benefits - The benefit to which a participant is entitled
is the benefit that can be provided from the participant's vested
account. On termination of service due to death, disability or
retirement, a participant or their beneficiary may elect to receive
either a lump-sum amount equal to the value of the participant's
vested interest in his or her account or annual installments over a
ten-year period. If an employee is terminated prior to age 60 for
other reasons, the employee may request distribution of their vested
account balance. Balances less than $5,000 are distributed within 90
days of termination.
g. Forfeitures - If a participant's employment terminates for reasons
other than retirement before attaining age 60, disability or death,
the unvested portion of the individual's account is forfeited.
Forfeitures of employer matching contributions shall be used to reduce
future employer contributions. Forfeitures were approximately $11,100
at December 31, 1999 and $11,000 at December 31, 1998.
h. Continuity of Plan - Although it has not expressed any intent to do
so, the Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of Plan termination, participants
receive the value of the vested interest in his or her account as a
lump-sum distribution.
i. Participant Loans - Participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50
percent of their vested account balance. Loan transactions are treated
as transfers to (from) the investment fund(s), from (to) the
Participants' Loan Fund. Loan terms range from 1-5 years or up to 25
years for the purchase of a primary residence. Loans are
collateralized by the balance in the participant's account and bear
interest at a rate commensurate with local prevailing rates as
determined quarterly by the Plan administrator. Interest rates in 1999
and 1998 ranged from 7.5 percent to 8.5 percent. Principal and
interest is paid ratably through bi-weekly payroll deductions.
j. Administrative Fees - All administrative expenses of the Plan are paid
by the Company. Fees paid by the Company on behalf of the Plan
amounted to approximately $20,500 and $18,000 for the years ended
December 31, 1999 and 1998, respectively.
2. SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting - The financial statements of the Plan are prepared
under the accrual method of accounting.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, and the reported amount of changes during the reporting
period. The preparation of financial statements in conformity with
generally accepted accounting principles also requires management to make
estimates and assumptions that affect the disclosures of contingent assets
and liabilities at the date of the financial statements. Actual results
could differ from those estimates.
Investment Valuation and Income Recognition - The Plan's investments are
stated at fair value. Shares in mutual funds are valued based on the quoted
market prices of the underlying securities which represent the net asset
value of shares held by the Plan. The Company stock is valued at its quoted
market price. Participants' loans are valued at cost which approximates
fair value.
The Plan presents in the statement of changes in net assets available for
plan benefits the net appreciation (depreciation) in the fair value of its
investments which consists of both realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
Payment of Benefits - Benefits are recorded when paid. There were no
outstanding benefits payable to terminated employees as of December 31,
1999 and 1998.
3. INVESTMENTS
The fair values of the individual investments that represent 5% or more of
the Plan's assets as of December 31, 1999 and 1998 are as follows:
1999 1998
Number of Fair Number of Fair
Shares Value Shares Value
Mutual Funds:
Prudential Utility Class A 46,707 $ 516,117 37,737 $ 454,725
Prudential Utility Class B 12,594 139,163* 16,586 199,693
Prudential Equity Class A 48,562 936,754 35,212 695,781
Prudential Equity Class B 8,572 165,102* 10,169 200,638
Prudential Small Company Class A 44,569 560,233 36,247 486,439
Putnam Voyager Class A 14,524 449,668 4,871 106,763*
Alliance Growth Class A 8,407 473,967 2,774 141,779*
AIM Aggressive Growth 6,199 387,915 2,945 141,619*
EMCORE Corporation Stock Fund 48,879 1,661,869 27,502 481,284
Total $ 5,290,789 $ 2,908,721
* Included for comparative purposes only, as investment did not represent 5% or more of the Plan's
net assets at respective date.
4. TAX STATUS
The Company adopted a standardized prototype plan which received an
Internal Revenue Service opinion letter dated March 11, 1994 that stated
that the Plan and related trust are designed in accordance with applicable
sections of the Internal Revenue Code (the "Code"). The Plan has since been
amended. However, the Plan administrator believes that the Plan is
currently being operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, no provision for income taxes has
been included in the plan's financial statements.
EMCORE CORPORATION
401(k) SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
AS OF DECEMBER 31, 1999
Current
Investment Type Description of Investment Units Cost Value
Money Market: Prudential Government Securities Trust 210,645 $ 210,645 $ 210,645
Prudential Special Money Market Fund 990 990 990
Prudential Government Securities 17,866 17,866 17,866
Mutual Funds: Prudential Utility Class B 12,594 129,001 139,163
Prudential Utility Class A 46,707 524,004 516,117
Prudential Equity Class B 8,572 148,243 165,102
Prudential Small Company Class B 6,640 87,700 74,902
Prudential Equity Class A 48,562 943,349 936,754
Prudential Small Company Class A 44,569 646,604 560,233
Prudential Allocation Balanced Class A 20,138 257,400 249,711
Prudential Allocation Balanced Class B 3,574 47,607 44,169
Prudential Government Income Class B 148 1,332 1,250
Prudential Government Income Class A 4,307 38,357 36,262
Putnam Voyager Class A 14,524 394,455 449,668
Alliance Growth Class A 8,407 444,707 473,967
Mutual Beacon Class I 8,193 117,394 113,150
Aim Aggressive Growth 6,199 305,814 387,915
Oppenheimer Quest Opportunity Value Class A 6,292 232,563 216,819
Kemper-Dreman High Return Class A 9,443 307,233 253,248
Common Stock: EMCORE Corporation Common Stock 48,879 744,109 1,661,869
Participants' Loans (1) - 124,594 124,594
(1) Interest rates range from 7.5 percent to 8.5 percent, and loan terms range from one to five years, or up to twenty-five years
upon purchase of a primary residence. Maturity dates range from 2000 through 2009.
EMCORE CORPORATION 401(k) SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
SERIES OF TRANSACTIONS - BY ISSUE
FOR THE YEAR ENDED DECEMBER 31, 1999
Expenses Current Value
Description of Asset Incurred of Asset on
(Included Rate and Maturity Purchase Sales with Cost of Transaction Net Gain
in Case of a Loan) Price Price Transaction Asset Date (Loss)
Prudential Utility Class A $207,605 $ - $ - $207,605 $207,605 $ -
- 105,368 - 100,712 105,368 4,656
Prudential Equity Class A 426,720 - - 426,720 426,720 -
- 162,836 - 159,160 162,836 3,676
Prudential Small Company Class A 202,442 - - 202,442 202,442 -
- 96,511 - 113,533 96,511 (17,022)
Putnam Voyager Class A 283,359 - - 283,359 283,359 -
- 40,909 - 34,773 40,909 6,136
Alliance Growth Class A 392,651 - - 392,651 392,651 -
- 88,618 - 82,771 88,618 5,847
Aim Aggressive Growth 199,415 - - 199,415 199,415 -
- 28,989 - 26,699 28,989 2,290
Kemper-Dreman High Return Class A 225,685 - - 225,685 225,685 -
- 89,070 - 95,560 89,070 (6,490)
EMCORE Corporation Common Stock 436,082 - - 436,082 436,082 -
- 64,860 - 51,438 64,860 13,442
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
333-45827, 333-27507, 333-39547, 333-36445 and 333-37306 of EMCORE Corporation
on Form S-8 of our report dated June 16, 2000, appearing in this Annual Report
on Form 11-K of EMCORE Corporation 401(k) Savings Plan for the year ended
December 31, 1999.
/s/ Deloitte & Touche LLP
- ----------------------------
Parsippany, New Jersey
June 28, 2000
