SECURITIES 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 (FEE REQUIRED)
For the calendar year ended December 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
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
145 Belmont Drive
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, 2000 and 1999, which
have been prepared in accordance with the financial reporting requirements of
ERISA, are attached hereto and incorporated herein by this reference.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities and Exchange Act of
1934, the trustee (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 28, 2001
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Thomas G. Werthan Date
Chief Financial Officer, Director and Trustee
EMCORE Corporation
401(k) Savings Plan
Independent Auditors' Report
Financial Statements
Years Ended December 31, 2000 and 1999
Supplemental Schedules
Year Ended December 31, 2000
EMCORE CORPORATION
401(k) SAVINGS PLAN
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2000 AND 1999:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-8
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 2000:
Schedule H, line 4i - Schedule of Assets Held at End of Year 9
Schedule H, line 4j - Schedule of Reportable Transactions -
Aggregate by Issue 10
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 benefits
of the EMCORE Corporation 401(k) Savings Plan (the "Plan") as of December 31,
2000 and 1999, and the related statements of changes in net assets available for
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 benefits of the Plan at December 31, 2000
and 1999, and the changes in net assets available for 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
at end of year 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 2000 financial statements and, in
our opinion, are fairly stated in all material respects when considered in
relation to the basic 2000 financial statements taken as a whole.
Deloitte & Touche LLP
June 18, 2001
EMCORE CORPORATION
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2000 AND 1999
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ASSETS 2000 1999
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INVESTMENTS, AT FAIR VALUE
Money Market:
Prudential Government Securities Trust $ 312,803 $ 210,645
Prudential Government Securities 98,690 17,866
Prudential Special Money Market Fund - 990
Mutual Funds:
AIM Aggressive Growth 738,344 387,915
Alliance Growth Class A 731,540 473,967
Kemper-Dreman High Return Class A 399,230 253,248
Mutual Beacon Class I 203,775 113,150
Oppenheimer Quest Opportunity Value Class A 336,442 216,819
Prudential Active Balanced A 293,655 -
Prudential Active Balanced B 30,296 -
Prudential Allocation Balanced Class A - 249,711
Prudential Allocation Balanced Class B - 44,169
Prudential Equity Class A 1,131,556 936,754
Prudential Equity Class B 114,476 165,102
Prudential Government Income Class A 60,237 36,262
Prudential Government Income Class B 3,086 1,250
Prudential Small Company Class A 658,336 560,233
Prudential Small Company Class B 53,052 74,902
Prudential Utility Class A 750,647 516,117
Prudential Utility Class B 81,818 139,163
Putnam Voyager Class A 847,947 449,668
EMCORE Corporation Stock Fund 5,087,512 1,661,869
Participants' Loans Fund 146,595 124,594
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Total investments 12,080,037 6,634,394
EMPLOYER'S CONTRIBUTIONS RECEIVABLE 46,685 27,012
----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $12,126,722 $6,661,406
=========== ==========
The accompanying notes are an integral part of these
financial statements.
-2-
EMCORE CORPORATION
401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2000 AND 1999
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2000 1999
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ADDITIONS TO ASSETS ATTRIBUTED TO:
Investment Income:
Net appreciation in fair value of investments $ 2,533,583 $ 824,217
Dividends and interest income 749,380 441,085
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Net investment income 3,282,963 1,265,302
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Contributions:
Participant 2,058,888 1,459,242
Employer 585,742 411,389
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Total contributions 2,644,630 1,870,631
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Total additions 5,927,593 3,135,933
DISTRIBUTIONS TO PARTICIPANTS (462,277) (381,852)
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INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 5,465,316 2,754,081
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 6,661,406 3,907,325
------------ -----------
End of year $12,126,722 $6,661,406
============ ===========
The accompanying notes are an integral part of these
financial statements.
-3-
EMCORE Corporation
401(k) Savings Plan
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000 AND 1999
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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.
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).
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.
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 in the form of 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.
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.
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 in the form of EMCORE Corporation
common stock.
Description of investment options:
Money Market -
Prudential Government Securities Trust and Prudential Government
Securities - Funds are invested in United States Government
securities.
Mutual Funds -
AIM Aggressive Growth - Funds are invested in equity securities of
small to medium-sized companies.
Alliance Growth - Funds are invested in equity securities issued by
companies with favorable earnings and long-term growth prospects.
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.
-4-
Mutual Beacon - Funds are invested in common and preferred stocks and
corporate debt.
Oppenheimer Quest Opportunity Value - Funds are invested among stocks,
bonds and cash.
Prudential Active Balanced - Funds are invested in a mix of equity
securities, fixed-income securities and money market instruments.
Prudential Allocation Balanced - Funds are invested in allocations
between stocks, bonds, convertibles and cash.
Prudential Equity - Funds are invested in common stocks of major and
established corporations.
Prudential Government Income - Funds are invested on bonds backed by
the United States Government or by government-linked agencies.
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 Utility - Funds are invested in equity and debt securities
of utility companies, including electric, gas, telephone and cable
companies.
Putnam Voyager - Funds are invested primarily in common stocks of
mid-size firms.
EMCORE Corporation Stock - Only employer contributions are in the form of
EMCORE Corporation common stock.
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.
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 $75,400
and $11,100 for the years ended December 31, 2000 and 1999,
respectively.
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 100 percent of the vested interest in his or her account as a
lump-sum distribution.
Participant Loans - Participants may borrow from their fund accounts
from a minimum of $1,000 up to a maximum amount 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 by the plan administrator. Interest rates in 2000 ranged
from 7.75 percent to 10.50 percent. Principal and interest is paid
ratably through bi-weekly payroll deductions.
-5-
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 $20,650 and $20,500 for the years ended
December 31, 2000 and 1999, 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's 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
benefits the net appreciation 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,
2000 and 1999.
3. INVESTMENTS
The fair values of the individual investments that represent 5% or more of
the Plan's assets as of December 31, 2000 and 1999 are as follows:
2000 1999
Number Number
of Fair of Fair
Shares Value Shares Value
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Mutual Funds:
AIM Aggressive Growth 57,819 $ 738,344 6,199 $ 387,915
Alliance Growth Class A 18,116 731,540 8,407 473,967
Prudential Equity Class A 66,601 1,131,556 48,562 936,754
Prudential Small Company Class A 47,809 658,336 44,569 560,233
Prudential Utility Class A 57,876 750,647 46,707 516,117
Putnam Voyager Class A 36,393 847,947 14,524 449,668
EMCORE Corporation Stock Fund* 108,245 5,087,512 49,673 1,688,881
* Nonparticipant-directed
-6-
During 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $2,533,583 as follows:
Money market funds $ (336)
Mutual funds (577,388)
EMCORE Corporation Stock Fund 3,111,307
-----------
$2,533,583
===========
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 administrator
believes that the Plan is currently being operated in compliance with the
applicable requirements of the Internal Revenue Code.
******
-7-
EMCORE CORPORATION
401(k) SAVINGS PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS HELD AT END OF YEAR
AS OF DECEMBER 31, 2000
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Current
Investment Type Description of Investment Units Value
- -----------------------------------------------------------------------------------------
Money Market: Prudential Government Securities Trust 312,803 $ 312,803
Prudential Government Securities 98,690 98,690
Mutual Funds: AIM Aggressive Growth 57,819 738,344
Alliance Growth Class A 18,116 731,540
Kemper-Dreman High Return Class A 10,808 399,230
Mutual Beacon Class I 15,275 203,775
Oppenheimer Quest Opportunity Value Class A 9,957 336,422
Prudential Active Balanced A 23,436 293,655
Prudential Active Balanced B 2,422 30,296
Prudential Equity Class A 66,601 1,131,556
Prudential Equity Class B 6,746 114,476
Prudential Government Income Class A 6,822 60,237
Prudential Government Income Class B 349 3,086
Prudential Small Company Class A 47,809 658,336
Prudential Small Company Class B 4,320 53,052
Prudential Utility Class A 57,876 750,647
Prudential Utility Class B 6,318 81,818
Putnam Voyager Class A 36,393 847,947
Common Stock: EMCORE Corporation Stock Fund(1) 108,245 5,087,512
Participants' Loan Fund(2) - 146,595
(1) The cost of the investment in the EMCORE Corporation Stock Fund at December 31, 2000
was $1,262,331.
(2) Interest rates range from 7.75 percent to 10.50 percent. Maturity dates range from
2001 through 2005.
-8-
EMCORE CORPORATION
401(k) SAVINGS PLAN
SCHEDULE H, LINE 4J - SCHEDULE OF REPORTABLE TRANSACTIONS
SERIES OF TRANSACTIONS - BY ISSUE
FOR THE YEAR ENDED DECEMBER 31, 2000
- -----------------------------------------------------------------------------------------------------------------------
Description of Asset Expenses Current Value
(Includes Rate and Maturity Purchase Sales Incurred with Cost of of Asset on
in Case of a Loan) Price Price Transaction Asset Transaction Date Net Gain
EMCORE Corporation Stock Fund 582,557 - - 582,557 582,557 -
- 268,260 - 64,335 268,260 203,295
INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 333-60816, 333-45827, 333-27507, 333-39547, 333-36445 and 333-37306 of EMCORE Corporation on Form S-8 of our report dated June 18, 2001, appearing in this Annual Report on Form 11-K of EMCORE Corporation 401(k) Savings Plan for the year ended December 31, 2000. Deloitte & Touche LLP Parsippany, New Jersey June 28, 2001