<PAGE>
As Filed With the Securities and Exchange Commission on May 17, 1995
Registration No. 33-
------
- -------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
NEWPORT CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction 094-0849175
of incorporation or organization) (I.R.S. Employer Identification No.)
1791 Deere Avenue, Irvine, California 92714
(714) 863-3144
(Address, including zip code, and telephone number, including area code of
registrant's principal executive offices)
---------------
Robert C. Hewitt, Vice President, Chief Financial Officer,
Secretary and Treasurer
Newport Corporation
1791 Deere Avenue
Irvine, California 92714
(714) 863-3144
(Name, address, including zip code, and telephone number, including area code of
agent for service)
Copy to:
William R. Rauth, III, Esq.
Lawrence B. Cohn, Esq.
Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
Approximate date of commencement of proposed sale to public: The later of
May 15, 1995 or as soon as practicable after the effective date of this
Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share (1) price (1) registration fee
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,379,000
no par value shares $8.25 $11,376,750 $3923.02
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) The offering price is estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c), using the average of the
high and low price reported by Nasdaq National Market for the Common Stock
on May 12, 1995, which was approximately $8 1/4 per share.
---------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
NEWPORT CORPORATION
1,379,000 SHARES OF COMMON STOCK
(NO PAR VALUE)
--------------
There may be offered for sale from time to time for the accounts of the
shareholders of Newport Corporation (the "Company") identified herein (the
"Selling Shareholders") up to 1,379,000 shares of Common Stock, no par value per
share (the "Common Stock") of the Company as follows: (i) 1,251,000 shares of
Common Stock which were issued to the former shareholders (the "Former ROI
Shareholders") of RAM Optical Instrumentation, Inc., a California corporation
("ROI") pursuant to a Stock Purchase Agreement, dated February 14, 1995 (the
"ROI Stock Purchase Agreement"), under which the Company acquired 100% of the
outstanding common stock of ROI, and (ii) 128,000 shares of Common Stock which
were issued to the former shareholders (the "Former LCI Shareholders") of Light
Control Instruments, Inc., a California corporation ("LCI") pursuant to a Stock
Purchase Agreement, dated March 30, 1995 ("the LCI Stock Purchase Agreement"),
under which the Company acquired 100% of the outstanding common stock of LCI.
See "Selling Shareholders." The foregoing transactions were completed
independently and were unrelated.
The Company's Common Stock is traded on the Nasdaq National Market under
the symbol NEWP. The average of the high and low price of the Common Stock on
May 12, 1995, as reported by Nasdaq, was $8 1/4.
All or a portion of the Common Stock offered by this Prospectus may be
offered for sale, from time to time on the Nasdaq National Market or on one or
more exchanges, or otherwise at prices and terms then obtainable, or in
negotiated transactions. The distribution of these securities may be effected in
one or more transactions that may take place on the over-the-counter market,
including, among others, ordinary brokerage transactions, privately negotiated
transactions or through sales to one or more dealers for resale of such
securities as principals, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. Usual
and customary or specifically negotiated brokerage fees or commissions may be
paid by the Selling Shareholders.
The Company will not receive any part of the proceeds from the sale of
Common Stock. See "Use of Proceeds." The Selling Shareholders and intermediaries
through whom such securities are sold may be deemed "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event commissions received by such broker may be deemed to be underwriting
commissions under the Securities Act.
All expenses of the registration of securities covered by this Prospectus
are to be borne by the Company, except that the Selling Shareholders will pay
any applicable underwriters' commissions and expenses, brokerage fees or
transfer taxes.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------
The date of this Prospectus is May 17, 1995.
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information............................. 2
Incorporation of Certain Documents by Reference... 3
The Company....................................... 4
Use of Proceeds................................... 4
Selling Shareholders.............................. 4
Plan of Distribution.............................. 5
Legal Matters..................................... 6
Experts........................................... 6
</TABLE>
No person is authorized to give any information or to make any
representations, other than those contained or incorporated by reference in
this Prospectus, in connection with the offering described herein, and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Company or the Selling Shareholders or any
underwriters, brokers or agents. This Prospectus does not constitute an offer
to sell, or a solicitation of an offer to buy, nor shall there be any sale of
these securities by any person in any jurisdiction in which it is unlawful for
such person to make such offer, solicitation or sale. Neither the delivery of
this Prospectus nor any sale made hereunder shall under any circumstances
create an implication that the information contained herein is correct as of
any time subsequent to the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act of 1934 and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's regional offices at 500 West Madison Street, Chicago,
Illinois 60606 and 7 World Trade Center, New York, New York 10048. Copies of
such material can also be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Common Stock of the
Company is traded on the Nasdaq National Market System. Reports, proxy
statement and other information concerning the Company may be inspected at the
National Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington D.C. 20006.
This Prospectus does not contain all of the information set forth in the
Registration Statement of which this Prospectus is a part and which the
Company has filed with the Commission. For further information with respect to
the Company and the securities offered hereby, reference is made to the
Registration Statement, including the exhibits filed as a part thereof, copies
of which can be inspected at, or obtained at prescribed rates from, the Public
Reference Section of the Commission at the address set forth above. Additional
updating information with respect to the Company may be provided in the future
by means of appendices or supplements to this Prospectus.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company with the
Commission under the Exchange Act and are incorporated by reference herein:
a. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, filed with the Commission on March 31, 1995.
b. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1995, filed with the Commission on May 15, 1995.
c. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange
Act, including any amendment or report filed for the purpose of
updating such description.
d. The Company's Current Reports on Form 8-K filed with the Commission on
March 15, 1995 as amended by the Current Report on Form 8-K/A filed
with the Commission on May 15, 1995, April 10, 1995, April 28, 1995 and
May 17, 1995.
e. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the Company's fiscal year
ended December 31, 1994.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Prospectus and
to be part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, upon written or oral request of such person, a
copy of any and all of the information that has been or may be incorporated by
reference herein (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into such documents). Such requests
should be directed to Newport Corporation, Attention: Robert C. Hewitt, Vice
President, Chief Financial Officer, Secretary and Treasurer, 1791 Deere Avenue,
Irvine, California 92714, telephone number (714) 863-3144.
3
<PAGE>
THE COMPANY
The Company was incorporated in Nevada on November 9, 1938. The principal
office of the Company is located at 1791 Deere Avenue, Irvine, California 92714,
and its telephone number is (714) 863-3144. Unless the context otherwise
requires, references to the "Company" herein include Newport Corporation and
each of its operating subsidiaries.
USE OF PROCEEDS
The proceeds from the sale of each Selling Shareholders' Common Stock will
belong to the Selling Shareholders. The Company will not receive any proceeds
from such sales of the Common Stock.
SELLING SHAREHOLDERS
Former ROI Shareholders
The Company issued 1,251,000 shares of Common Stock to the Former ROI
Shareholders on February 28, 1995, pursuant to the terms of the ROI Stock
Purchase Agreement under which the Company acquired 100% of the outstanding
common stock of ROI. Pursuant to the ROI Stock Purchase Agreement, the Company
agreed to file a registration statement with the Commission to register the
shares of Common Stock received by the Former ROI Shareholders for resale by
them, and to keep the registration statement effective for a period of three
years from February 28, 1995. The Registration Statement of which this
Prospectus is a part was filed with the Commission pursuant to the ROI Stock
Purchase Agreement. The Former ROI Shareholders agreed not to sell, or in any
other way reduce their risk relative to, the Common Stock until such time as
financial results covering at least 30 days of post-closing operations have been
published. The Company anticipates these results will be published in mid-May
1995.
The following table sets forth (i) the name of each Former ROI Shareholder
and (ii) the number and percentage of shares of Common Stock owned by each
Former ROI Shareholder prior to the offering and being registered hereby. Upon
completion of the offering, assuming all of the shares held by the Former ROI
Shareholders being registered hereby are sold and that the Former ROI
Shareholders acquire no additional shares of Common Stock prior to the
completion of this offering, the Former ROI Shareholders will beneficially own
no shares of Common Stock of the Company.
<TABLE>
<CAPTION>
Shares Owned Percent of Common Stock
Name Prior to Offering Prior to Offering
---- ----------------- -----------------------
<S> <C> <C>
The John G. Hartwell Family Trust 417,000 4.9%
Mark G. Arenal 417,000 4.9%
The Harry and Patricia Brown Living Trust 1994 417,000 4.9%
- -----------
</TABLE>
In connection with the acquisition of 100% of the outstanding common stock
of ROI by the Company, ROI entered into (i) an employment agreement with Mr.
Hartwell whereby Mr. Hartwell will serve as a Vice President of ROI until March
31, 1996, (ii) an employment agreement with Mr. Arenal whereby Mr. Arenal will
serve as a Vice President of ROI until March 31, 1997, and (iii) an employment
agreement with Mr. Brown whereby Mr. Brown will serve as a Vice President of ROI
until March 31, 1997. Other than as described herein, the Former ROI
Shareholders do not have any material relationships with the Company.
4
<PAGE>
Former LCI Shareholders
The Company issued 128,000 shares of Common Stock to the Former LCI
Shareholders on March 30, 1995, pursuant to the terms of the LCI Stock Purchase
Agreement under which the Company acquired 100% of the outstanding common stock
of LCI. Pursuant to the LCI Stock Purchase Agreement, the Company agreed to file
a registration statement with the Commission to register the shares of Common
Stock received by the Former LCI Shareholders for resale by them, and to keep
the registration statement effective for a period of three years from March 30,
1995. The Registration Statement of which this Prospectus is a part was filed
with the Commission pursuant to the LCI Stock Purchase Agreement. The Former LCI
Shareholders agreed not to sell, or in any other way reduce their risk relative
to, the Common Stock until such time as financial results covering at least 30
days of post-closing operations have been published. The Company anticipates
these results will be published in mid-August 1995.
The following table sets forth (i) the name of each Former LCI Shareholder
and (ii) the number and percentage of shares of Common Stock owned by each
Former LCI Shareholder prior to the offering and being registered hereby. Upon
completion of the offering, assuming all of the shares held by the Former LCI
Shareholders being registered hereby are sold and that the Former LCI
Shareholders acquire no additional shares of Common Stock prior to the
completion of this offering, the Former LCI Shareholders will beneficially own
no shares of Common Stock of the Company.
<TABLE>
<CAPTION>
Shares Owned Percent of Common Stock
Name Prior to Offering Prior to Offering
- ---- ----------------- -----------------------
<S> <C> <C>
Mark S. Koenig 64,000 *
John L. Koenig 64,000 *
- ----------
</TABLE>
* Amount represents less than 1%.
In connection with the acquisition of 100% of the outstanding common stock
of LCI by the Company, LCI entered into (i) an employment agreement with Mr.
John Koenig whereby Mr. John Koenig will serve as the President of LCI until
March 30, 1998, and (ii) an employment agreement with Mr. Mark Koenig whereby
Mr. Mark Koenig will serve as the Executive Vice President of LCI until March
30, 1998. Other than as described herein, the Former LCI Shareholders do not
have any material relationships with the Company.
PLAN OF DISTRIBUTION
All or a portion of the Common Stock offered by this Prospectus may be
offered for sale, from time to time on the Nasdaq National Market or on one or
more exchanges, or otherwise at prices and terms then obtainable, or in
negotiated transactions. The distribution of these securities may be effected in
one or more transactions that may take place on the over-the-counter market,
including, among others, ordinary brokerage transactions, privately negotiated
transactions or through sales to one or more dealers for resale of such
securities as principals, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. Usual
and customary or specifically negotiated brokerage fees or commissions may be
paid by the Selling Shareholders.
The Company will not receive any part of the proceeds from the sale of
Common Stock. The Selling Shareholders and intermediaries through whom such
securities are sold may be deemed "underwriters" within the meaning of the
Securities Act, in which event commissions received by such broker may be deemed
to be underwriting commissions under the Securities Act.
5
<PAGE>
All expenses of the registration of securities covered by this Prospectus
are to be borne by the Company, including the reasonable fees and expenses of
counsel for the ROI Shareholders and counsel for the LCI Shareholders. The
Selling Shareholders will pay any applicable underwriters' commissions and
expenses, brokerage fees or transfer taxes.
Any securities covered by this Prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Stradling, Yocca, Carlson & Rauth, a Professional
Corporation, Newport Beach, California.
EXPERTS
The consolidated financial statements and schedule of the Company as of
December 31, 1994 and 1993, the five months ended December 31, 1992 and the
year ended July 31, 1992 incorporated by reference herein and elsewhere in the
registration statement have been incorporated by reference herein and
elsewhere in the registration statement in reliance upon the report of Ernst &
Young LLP, independent certified public accountants, given on the authority of
said firm as experts in accounting and auditing.
Insofar as indemnification or liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
6
<PAGE>
============================================================================
1,379,000 SHARES
NEWPORT CORPORATION
Common Stock
---------------
PROSPECTUS
---------------
May 17, 1995
=============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14, Other Expenses of Issuance and Distribution
- ----------------------------------------------------
The following sets forth the costs and expenses, all of which shall be
borne by the Company, in connection with the offering of the shares of Common
Stock pursuant to this Registration Statement:
Securities and Exchange Commission Fee..... $3,923.02
Accounting Fees and Expenses............... $5,000.00*
Legal Fees and Expenses.................... $6,000 00*
---------
Total $14,923.02
- -----------
* Estimated
Item 15. Indemnification of Directors and Officers.
- ---------------------------------------------------
Article VIII of the Company's Restated Bylaws provides for indemnification
of officers, directors, employees and agents of the Company as permitted by
Section 78.751 of the Nevada Revised Statutes Annotated.
Article Tenth of the Company's Articles of Incorporation provides, among
other things, that the Company shall indemnify its directors and officers to the
fullest extent permitted by Nevada law, as amended from time to time. The effect
of this provision is to obligate the Company to indemnify its directors and
officers in respect of all liabilities and expenses arising out of third party
claims, derivative claims and criminal, administrative, and investigative
proceedings, even if these persons were negligent or grossly negligent, provided
that the director or officer acted in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interest of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his or her conduct was unlawful
In addition, in November 1987, the Company's stockholders approved the
establishment of a comprehensive program of indemnification for the Company's
directors and officers. Pursuant to this program, the Company has entered into
indemnification agreements with its directors and officers which obligate the
Company to indemnify its directors and officers against expenses (including
attorneys' fees) judgments, fines and amounts paid in settlement in connection
with any lawsuit or proceeding, whether civil, criminal, administrative or
investigative (other than actions by or in the right of the Company) if the
officer or director acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interest of the Company. In the
case of derivative actions, indemnification extends only to expenses incurred in
connection with the defense or settlement of the action, unless court approval
is obtained for indemnification of amounts paid in settlement to the Company. In
addition, the indemnification program authorizes the Company to create a trust
fund to ensure fulfillment of the Company's indemnity obligations to its
directors and executive officers. If implemented, this trust arrangement would
require the Company to make a minimum deposit to the trust fund and thereafter
maintain the fund at the minimum balance or above. The Company has not yet taken
steps to establish the trust.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
II-1
<PAGE>
Item 16. Exhibits.
- ------------------
2.1 Stock Purchase Agreement dated as of February 14, 1995, among Newport
Corporation as Purchaser, RAM Optical Instrumentation, Inc. and Mark G.
Arenal, Harry J. Brown, The Harry & Patricia Brown Living Trust 1994,
John G. Hartwell, and The John G. Hartwell Family Trust Established
1/3/90 as Sellers. Incorporated by reference to Exhibit 2.1 of the
Company's Current Report on 8-K for March 15, 1995.
5 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney (included on the signature page to the Registration
Statement--see pages II-4 and II-5).
Item 17. Undertakings.
- ----------------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934, that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such
II-2
<PAGE>
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S~3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on the 17th day of May,
1995.
NEWPORT CORPORATION
By:
/s/ Richard E. Schmidt
------------------------------------
Richard E. Schmidt
Chairman and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Newport Corporation, do
hereby constitute and appoint Richard E. Schmidt and Robert C. Hewlit, or either
of them, as our true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments or post-
effective amendments to this Registration Statement, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Richard E. Schmidt Chairman of the Board of May 17, 1995
- ----------------------- Directors, Chief Executive
Richard E. Schmidt Officer and Director
/s/ Robert C. Hewitt Vice President--Chief May 17, 1995
- ----------------------- Financial Officer
Robert C. Hewitt (Principal Financial
Officer), Secretary
and Treasurer
/s/ Richard T. Tarmey Vice President and May 17, 1995
- ---------------------- Controller (Principal
Richard T. Tarmey Accounting Officer)
II-4
<PAGE>
/s/ R. Jack Aplin Director May 17, 1995
- -----------------------
R. Jack Aplin
/s/ Dan L. McGurk Director May 17, 1995
- -----------------------
Dan L. McGurk
/s/ C. Kumar N. Patel Director May 17, 1995
- -----------------------
C. Kumar N. Patel
/s/ Robert L. Guyett Director May 17, 1995
- -----------------------
Robert L. Guyett
/s/ Louis B. Horwitz Director May 17, 1995
- -----------------------
Louis B. Horwitz
Director May , 1995
- ----------------------- --
John T. Subak
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
- ------ ----------- -----------
2.1 Stock Purchase Agreement Dated as of February 14, 1995, among
Newport Corporation as Purchaser, RAM Optical Instrumentation,
Inc. and Mark G. Arenal, Harry J. Brown, The Harry & Patricia
Brown Living Trust 1994, John G. Hartwell, and The John G.
Hartwell Family Trust Established 1/3/90 as Sellers.
Incorporated by reference to Exhibit 2.1 of the Company's
Current Report on 8-K for March 15, 1995.
5 Opinion of Stradling, Yocca, Carlson & Rauth, a
Professional Corporation.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a
Professional Corporation (Included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney (included on the signature page to the
Registration Statement--see pages II-4 and II-5).
II-6
<PAGE>
[LETTERHEAD OF STRADLING, YOCCA, CARLSON & RAUTH]
May 17, 1995
Newport Corporation
1791 Deere Avenue
Irvine, California 92714
RE: Registration Statement on Form S-3
Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-3 (Registration No. 33- ) (the "Registration
-------
Statement"), as filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933 on behalf of Newport Corporation (the "Company"). The
Registration Statement relates to 1,379,000 shares of the Company's Common Stock
which are to be offered for sale by certain shareholders of the Company from
time to time.
We have reviewed the corporate actions of the Company in connection
with this matter and have examined such documents, corporate records and other
instruments as we have deemed necessary for the purpose of this opinion. Based
upon the foregoing and upon such issues of law as we deem relevant, it is our
opinion that the 1,379,000 shares of Common Stock have been duly and validly
authorized and issued, and are fully paid and non-assessable.
EXHIBIT 5
NEWPORT CORPORATION
FORM S-3 REGISTRATION STATEMENT
REGISTRATION NO. 33-
------
EXHIBIT 5.0
<PAGE>
Newport Corporation
May 15, 1995
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the use of our name in the Prospectus contained
in the Registration Statement under the heading "Legal Matters."
Very truly yours,
STRADLING, YOCCA, CARLSON & RAUTH
<PAGE>
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Newport Corporation
for the registration of 1,379,000 shares of its common stock and to the
incorporation by reference therein of our report dated May 17, 1995, with
respect to the consolidated financial statements and schedule of Newport
Corporation as of and for the years ended December 31, 1994 and 1993, the five
months ended December 31, 1992 and the year ended July 31, 1992, included in its
Report on Form 8-K filed with the Securities and Exchange Commission on May 17,
1995.
ERNST & YOUNG LLP
Orange County, California
May 17, 1995
