<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 28, 1995
--------------------------------
NEWPORT CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 0-1649 094-0849175
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number Identification No.)
1791 Deere Avenue, Irvine, CA 92714
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 863-3144
------------------------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed, since last report.)
Page 1 of 12 Pages
Exhibit Index on Sequentially Numbered Page 3
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and
---------------------------------------------------------
Exhibits
--------
(a) Financial Statements of Business Acquired.
------------------------------------------
Audited Financial Statements of ROI as of March 31, 1994 and
for the year then ended. (incorporated by reference to Form
8-K filed on March 15, 1995).
Unaudited Financial Statements of ROI as of December 31, 1994
and for the nine-month periods ended December 31, 1994 and
1993 (revised). Refer to Exhibit 99.2 below.
(b) Pro Forma Financial Information.
--------------------------------
Pro Forma Financial Statements as of December 31, 1994 and
for the years ended December 31, 1994 and 1993, the five
months ended December 31, 1992 and the year ended July 31,
1992. Refer to Exhibit 99.3 below.
(c) Exhibits.
---------
Exhibit
Number
------
99.2 Unaudited Financial Statements of ROI as of December
31, 1994 and for the nine-month periods ended
December 31, 1994 and 1993 (referenced in Item 7 (a)
above).
99.3 Pro Forma Financial Statements as of December 31,
1994 and for the years ended December 31, 1994 and
1993, the five months ended December 31, 1992 and the
year ended July 31, 1992 (referenced in Item 7 (b)
above).
Page 2 of 12 Pages
<PAGE>
EXHIBIT INDEX
-------------
The following exhibit is attached hereto and incorporated herein by reference:
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
<S> <C> <C>
99.2 Unaudited Financial Statements of ROI as of December 31,
1994 and for the nine-month periods ended December 31,
1994 and 1993 (referenced in Item 7 (a) above). 4
99.3 Pro Forma Financial Statements as of December 31, 1994 and
for the years ended December 31, 1994 and 1993, the five
months ended December 31, 1992 and the year ended July 31,
1992. (referenced in Item 7 (b) above). 8
</TABLE>
Page 3 of 12 Pages
<PAGE>
EXHIBIT 99.2
------------
RAM OPTICAL INSTRUMENTATION INC.
CONDENSED STATEMENT OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
(In thousands) Nine Months
Ended December 31,
----------------------
1994 1993
------ ------
<S> <C> <C>
Net sales $6,003 $6,682
---------
Cost of sales 3,173 3,456
------ ------
Gross profit 2,830 3,226
------------
Selling, general and administrative expense 2,399 2,425
Research and development expense 489 293
------ ------
Income from operations (58) 508
----------------------
Interest expense (20) (13)
Other expense, net (19) (4)
------ ------
Income before income taxes (97) 491
--------------------------
Income tax provision (benefit) (22) 197
------ ------
Net income $ (75) $ 294
---------- ------ ------
</TABLE>
See accompanying notes.
Page 4 of 12 Pages
<PAGE>
EXHIBIT 99.2
------------
RAM OPTICAL INSTRUMENTATION INC.
CONDENSED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
(In thousands)
December 31, March 31,
1994 1994
----------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4 $ 106
Customer receivables, net 1,600 1,262
Inventories 1,082 1,211
Other current assets 21 132
------ ------
Total current assets 2,707 2,711
Property, plant and equipment, at cost, net 312 325
Other assets 29 41
------ ------
$3,048 $3,077
------ ------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 318 $ 153
Accrued payroll and related expenses 593 790
Taxes based on income (90) 14
Short-term borrowings 249 --
Other accrued liabilities 82 131
------ ------
Total current liabilities 1,152 1,088
Deferred income taxes 15 15
Stockholders' equity:
Common stock, no par value, 1,000,000 authorized,
60,000 issued and outstanding 160 160
Retained earnings 1,721 1,814
------ ------
Total stockholders' equity 1,881 1,974
------ ------
$3,048 $3,077
------ ------
</TABLE>
See accompanying notes.
Page 5 of 12 Pages
<PAGE>
EXHIBIT 99.2
------------
RAM OPTICAL INSTRUMENTATION INC.
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
(In thousands)
Nine Months
Ended December 31,
--------------------
1994 1993
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ (75) $ 294
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 59 52
Changes in operating assets and liabilities:
(Increase) decrease in receivables (338) 103
(Increase) decrease in inventories 129 (227)
Decrease in other current assets 111 3
Decrease in other assets 12 --
Decrease in accounts payable and
other accrued expenses (81) (231)
Decrease in accrued income taxes (104) (66)
----- -----
Net cash used in operating activities (287) (72)
----- -----
INVESTING ACTIVITIES:
Purchases of property, plant and equipment (net) (46) (72)
Purchases of marketable securities -- (76)
----- -----
Net cash used in investing activities (46) (148)
----- -----
FINANCING ACTIVITIES:
Increase in short-term borrowings 249 --
Cash dividends paid (18) (24)
-----
Net cash provided by (used in) financing activities 231 (24)
----- -----
NET DECREASE IN CASH AND CASH EQUIVALENTS (102) (244)
Cash and cash equivalents at beginning of period 106 287
----- -----
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4 $ 43
===== =====
</TABLE>
See accompanying notes.
Page 6 of 12 Pages
<PAGE>
EXHIBIT 99.2
------------
RAM OPTICAL INSTRUMENTATION, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1994
(UNAUDITED)
1. INTERIM REPORTING
GENERAL
The accompanying unaudited financial statements present the accounts of the
RAM Optical Instrumentation, Inc. (ROI).
In the opinion of management, all adjustments necessary for a fair
presentation of the information in the unaudited condensed financial
statements have been made and consist of only normal recurring accruals.
Although the Company believes that the disclosures in these financial
statements are adequate to make the information presented not misleading,
certain information and footnote information normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to rules and regulations
of the Securities and Exchange Commission, and consequently, these
statements should be read in conjunction with ROI's audited financial
statements and notes thereto, for the year ended March 31, 1994, presented
as Exhibit 99.1 to the Company's Form 8-K filed on March 15, 1995.
2. CUSTOMER RECEIVABLES
Customer receivables aggregated $1,600,000 and 1,262,000 at December 31,
1994 and March 31, 1994, respectively. Bad debts are charged to operations
in the year in which the account is determined uncollectible. If the
reserve method of accounting for uncollectible accounts were used, it would
not have a material effect on the financial statements. Receivables from
customers are generally unsecured.
3. INVENTORIES
Inventories are stated at cost, determined using the first-in, first-out
(FIFO) basis, and do not exceed net realizable value.
Inventory consists of the following at December 31, 1994 (in
thousands):
Materials $1,077
Work-in-process 5
------
$1,082
======
Page 7 of 12 Pages
<PAGE>
EXHIBIT 99.3
------------
PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
The following pro forma combined condensed financial statements have been
prepared to give effect to the acquisition of RAM Optical Instrumentation, Inc.
(ROI) by Newport Corporation (Newport) using the pooling of interests method of
accounting.
The pro forma combined condensed balance sheet as of December 31, 1994
gives effect to the acquisition as if it had occurred at December 31, 1994 and
combines the condensed consolidated balance sheet of Newport and the condensed
balance sheet of ROI as of of December 31, 1994. The balance sheet of Newport
has been derived from its audited financial statements for the year ended
December 31, 1994 filed on Form 10-K. The balance sheet of ROI represents an
internally prepared balance sheet as of December 31, 1994 and is unaudited.
The pro forma combined condensed statements of operations combine the
historical consolidated statements of Newport and ROI for the years ended
December 31, 1994 and 1993, the five months ended December 31, 1992 and the year
ended July 31, 1992, in each case as if the acquisition had occurred at the
beginning of the earliest period presented. The statements of operations of
Newport have been derived from its audited financial statements for the year
ended December 31, 1994 filed on Form 10-K. Effective December 31, 1993 Newport
Corporation had changed its fiscal year-end from July 31 to December 31. The
statements of operation of ROI are derived from the historical financial
statements of ROI, recast to conform to Newport's reporting periods, and are
unaudited.
Newport and ROI estimate that they will incur direct transaction costs of
approximately $130,000 associated with the acquisition which will be charged to
operations during the first quarter of 1995. It is not anticipated that there
will be any additional charges to operations related to costs associated with
integrating the two companies. There can be no assurance that the combined
companies will not incur additional charges to reflect costs associated with the
acquisition or that management will be successful in its efforts to integrate
the operations of the two companies.
Such pro forma combined condensed information is presented for illustrative
purposes only and is not necessarily indicative of future financial position or
results of operations. These pro forma combined condensed financial statements
are based upon the respective historical consolidated financial statements of
Newport and ROI and should be read in conjunction with the respective historical
financial statements and notes thereto of Newport filed on Form 10-K and the
financial statements of ROI included elsewhere in this Form 8-K/A and in the
related Form 8-K filed on March 15, 1995 and do not include all benefits from
cost savings or synergies of operations of the combined company.
Page 8 of 12 Pages
<PAGE>
EXHIBIT 99.3
------------
PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
DECEMBER 31, 1994
(IN THOUSANDS)
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Newport ROI Adjustments Combined
--------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,010 $ 4 $ -- $ 3,014
Marketable securities 610 -- -- 610
Customer receivables, net 17,067 1,600 -- 18,667
Other receivables 1,912 -- -- 1,912
Inventories 20,294 1,082 -- 21,376
Other current assets 2,579 21 -- 2,600
------- ------ ----- -------
Total current assets 45,472 2,707 -- 48,179
Investments, notes receivable and other assets 4,412 29 -- 4,441
Property, plant and equipment, at cost, net 22,724 312 -- 23,036
Goodwill, net 8,846 -- -- 8,846
------- ------ ----- -------
$81,454 $3,048 $ -- $84,502
======= ====== ====== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,026 $ 318 $ -- $ 5,344
Accrued payroll and related expenses 4,086 593 -- 4,679
Taxes based on income 1,398 (90) -- 1,308
Accrued restructuring liabilities, net 2,364 -- -- 2,364
Current portion of long-term debt 10,067 249 -- 10,316
Other accrued liabilities 2,335 82 130 2,547
------- ------ ----- -------
Total current liabilities 25,276 1,152 130 26,558
Deferred income taxes 267 15 -- 282
Notes payable to banks-long term 11,117 -- -- 11,117
Stockholders' equity:
Common stock 2,472 -- 438 2,910
Authorized 20,000 sh 1,000 sh (1,000) sh 20,000 sh
Issued and outstanding 7,062 sh 60 sh 1,191 sh 8,313 sh
Capital in excess of stated value 6,093 160 (438) 5,815
Unamortized deferred compensation (251) -- -- (251)
Unrealized gain on marketable securities 343 -- -- 343
Unrealized translation loss (2,778) -- -- (2,778)
Retained earnings 38,915 1,721 (130) 40,506
------- ------ ----- -------
Total stockholders' equity 44,794 1,881 (130) 46,545
------- ------ ----- -------
$81,454 $3,048 -- $84,502
======= ====== ====== =======
</TABLE>
See accompanying notes.
Page 9 of 12 Pages
<PAGE>
EXHIBIT 99.3
------------
PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
(In thousands except
per share amounts) Years Ended Five Months Year
December 31, Ended Ended
---------------------- December 31, July 31,
1994 1993 1992 1992
------- ------- ------------ --------
<S> <C> <C> <C> <C>
Net sales $93,676 $93,216 $39,195 $ 94,547
- ---------
Cost of sales 51,577 51,589 21,803 53,220
------- ------- ------- --------
Gross profit 42,099 41,627 17,392 41,327
- ------------
Selling, general and administrative expense 32,017 31,574 14,104 34,555
Research and development expense 5,301 5,166 2,476 6,431
Restructuring and other special charges - 6,263 - 13,795
------- ------- ------- --------
Income (loss) from operations 4,781 (1,376) 812 (13,454)
- -----------------------------
Interest expense, net (1,773) (2,316) (1,538) (2,904)
Other income, net 1,839 1,463 905 2,021
------- ------- ------- --------
Income (loss) before income taxes 4,847 (2,229) 179 (14,337)
- ---------------------------------
Income tax provision (benefit) 1,653 951 744 (333)
------- ------- ------- --------
Pro forma net income (loss) $ 3,194 $(3,180) $ (565) $(14,004)
- --------------------------- ======= ======= ========
Supplemental adjustment to
- --------------------------
compensation expense:
- ---------------------
Contractual reduction to officer compensation 550
Related income taxes 149
-------
401
-------
Pro forma net income after supplemental
- ---------------------------------------
adjustments to compensation expense $ 3,595
- ----------------------------------- =======
Pro forma net income (loss) per share $0.38 $(0.39) $(0.07) $(1.70)
- ------------------------------------- ====== ======= ======= ========
Pro forma net income per share after
- ------------------------------------
supplemental adjustments to
- ---------------------------
compensation expense $0.43
- -------------------- -------
Shares used in per share calculation 8,341 8,257 8,217 8,217
- ------------------------------------ ====== ======= ======= ========
</TABLE>
See accompanying notes.
Page 10 of 12 Pages
<PAGE>
EXHIBIT 99.3
------------
NOTES TO PRO FORMA COMBINED CONDENSED
FINANCIAL STATEMENTS
1. PRO FORMA BASIS OF PRESENTATION
These pro forma combined condensed financial statements reflect the
issuance of 1,251,000 Newport Common Shares in exchange for an aggregate of
60,000 ROI Common Shares, an exchange ratio of 20.85. An option to purchase
3,500 ROI Common Shares was exchanged for an option to purchase 72,975 Newport
Common Shares.
2. PRO FORMA COMBINED BALANCE SHEET
Newport and ROI estimate they will incur direct transaction costs of
approximately $130,000 associated with the acquisition consisting of transaction
fees for attorneys, accountants and consultants. These nonrecurring transaction
costs will be charged to operations during the first quarter of 1995. These
direct transaction costs are not reflected in the Pro Forma Combined Condensed
Statements of Operations.
3. PRO FORMA EARNINGS PER SHARE
The pro forma earnings per share have been calculated using the weighted
average number of shares of common stock and, for periods with income, the
dilutive effects of common stock equivalents (stock options), determined using
the treasury stock method previously reported by Newport. These are adjusted by
the number of newly issued shares, and by the dilutive effect of newly issued
stock options in those periods with income, also using the treasury stock
method.
4. PRO FORMA COMBINED CONDENSED STATEMENTS OF OPERATIONS
The following is a summary of the historical results of operations of
Newport and ROI and their pro forma combined amounts to reflect the acquisition
as if it were effected for all periods presented below. Any benefits from cost
savings or synergies of operations of the combined company are not included.
<TABLE>
<CAPTION>
(In thousands except
per share amounts) Years Ended Five Months Year
December 31, Ended Ended
----------------------- December 31, July 31,
1994 1993 1992 1992
------- ------- ------------ --------
<S> <C> <C> <C> <C>
Net Sales:
- ---------
Newport $85,637 $84,147 $36,070 $87,801
ROI 8,039 9,069 3,125 6,746
------- ------- ------- -------
Total $93,676 $93,216 $39,195 $94,547
======= ======= ======= =======
</TABLE>
Page 11 of 12 Pages
<PAGE>
EXHIBIT 99.3
------------
NOTES TO PRO FORMA COMBINED CONDENSED
FINANCIAL STATEMENTS (CONT'D)
<TABLE>
<CAPTION>
(In thousands)
Years Ended Five Months Year
December 31, Ended Ended
------------------ December 31, July 31,
1994 1993 1992 1992
------- ------- ------------ ---------
<S> <C> <C> <C> <C>
Gross Profit:
- -------------
Newport $38,495 $36,994 $15,954 $ 38,048
ROI 3,604 4,633 1,438 3,279
------- ------- ------- --------
Total $42,099 $41,627 $17,392 $ 41,327
======= ======= ======= ========
Income (loss) before taxes:
- ---------------------------
Newport $ 5,062 $(3,179) $ 37 $(14,745)
ROI (215) 950 142 408
------- ------- ------- --------
Total $ 4,847 $(2,229) $ 179 $(14,337)
======= ======= ======= ========
Net income (loss):
- ------------------
Newport $ 3,339 $(3,746) $ (648) $(14,240)
ROI (145) 566 83 236
------- ------- ------- --------
Total $ 3,194 $(3,180) $ (565) $(14,004)
======= ======= ======= ========
Earnings (loss) per share:
- --------------------------
Newport $ 0.40 $ (0.45) $ (0.08) $ (1.73)
ROI (0.02) 0.06 0.01 0.03
------- ------- ------- --------
Total $ 0.38 $ (0.39) $ (0.07) $ (1.70)
======= ======= ======= ========
Shares used in calculation
- --------------------------
Historical number of shares of Newport common stock
and common stock equivalents 7,063 7,006 6,966 6,966
Newly issued shares 1,251 1,251 1,251 1,251
Newly issued stock options 27 -- -- --
------- ------- ------- --------
Total 8,341 8,257 8,217 8,217
======= ======= ======= ========
</TABLE>
5. SUPPLEMENTAL ADJUSTMENTS TO NET INCOME
Subsequent to the acquisition of ROI by Newport, management contractually
reduced the level of bonus and other employment expenses relating to former
officers of ROI. The impact of such cost reductions on pro forma net income and
pro forma net income per share for the year ended December 31, 1994 would be to
increase pro forma net income by $401,000 to $3,595,000 and increase pro forma
net income per share by $0.05 to $0.43.
The income tax effect of the cost reductions described in the previous
paragraph has been determined using ROI's statutory tax rate for the twelve
months ended December 31, 1994.
Page 12 of 12 Pages
