<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
***
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
-------------------------------------------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________________ to _____________________
Commission File Number 0-1649
--------
NEWPORT CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 94-0849175
- --------------------------------------------------------------------------------
(State or other Jurisdiction (I.R.S. Employer
of incorporation or organization) 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
------------------------------
N/A
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No _____
-----
The number of shares outstanding of each of the issuer's classes of common stock
as of June 30, 1996, was 8,808,644.
Page 1 of 13 Pages
Exhibit Index on Sequentially Numbered Page 12
<PAGE>
NEWPORT CORPORATION
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page Number
<S> <C>
Item 1: Financial Statements:
Consolidated Statement of Income and Condensed
Consolidated Statement of Stockholders' Equity for
the Three and Six Months ended June 30, 1996 and 1995. 3
Consolidated Balance Sheet at June 30, 1996 and
December 31, 1995. 4
Consolidated Statement of Cash Flows for the Six
Months ended June 30, 1996 and 1995. 5
Notes to Condensed Consolidated Financial
Statements. 6
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations. 8
PART II. OTHER INFORMATION
Item 4: Submission of Matters to a Vote of Security Holders. 12
Item 6: Exhibits and Reports on Form 8-K. 12
SIGNATURE 13
</TABLE>
2
<PAGE>
NEWPORT CORPORATION
CONSOLIDATED STATEMENT OF INCOME AND
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
(In thousands, except Three Months Ended Six Months Ended
per share amounts) June 30, June 30,
-------- --------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $30,116 $25,525 $58,096 $49,841
Cost of sales 17,099 13,928 32,790 27,448
------ ------ ------ ------
Gross profit 13,017 11,597 25,306 22,393
Selling, general and administrative expense 9,064 8,562 17,821 16,875
Research and development expense 2,081 1,788 3,970 3,449
----- ----- ----- -----
Income from operations 1,872 1,247 3,515 2,069
Interest expense (502) (406) (913) (804)
Other income, net 65 421 219 1,207
----- ----- ----- -----
Income before income taxes 1,435 1,262 2,821 2,472
Income tax provision 459 408 903 791
--- --- --- ---
Net income $ 976 $ 854 $ 1,918 $ 1,681
=== === ===== =====
Net income per share $0.11 $0.10 $0.22 $0.20
==== ==== ==== ====
Number of shares used to calculate
net income per share 8,940 8,652 8,870 8,592
===== ===== ===== =====
Stockholders' equity, beginning of period $53,112 $48,781 $52,687 $46,651
Net income 976 854 1,918 1,681
Dividends (178) -0- (351) (141)
Unrealized translation gain (loss) (468) (77) (1,156) 1,085
Reduction in unrealized gain on marketable securities -0- (208) -0- (343)
Unamortized deferred compensation (149) (266) (313) (245)
Issuance of common shares 395 505 903 901
--- --- --- ---
Stockholders' equity, end of period $53,688 $49,589 $53,688 $49,589
====== ====== ====== ======
</TABLE>
See accompanying notes
3
<PAGE>
NEWPORT CORPORATION
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
(In thousands, except)
stated value per share) June 30, December 31,
1996 1995
---- ----
ASSETS (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,304 $ 1,524
Customer receivables, net 20,105 19,767
Other receivables 3,370 780
Inventories 25,883 22,744
Deferred tax assets 2,467 2,570
Other current assets 1,868 1,518
------ ------
Total current assets 55,997 48,903
Investments, notes receivable and other assets 4,958 4,557
Property, plant and equipment, at cost, net 24,015 22,327
Goodwill, net 11,272 8,161
------- ------
$96,242 $83,948
====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,327 $ 5,054
Accrued payroll and related expenses 4,023 5,143
Taxes based on income 785 1,261
Current portion of long-term debt 464 5,286
Dividends payable 178 -
Other accrued liabilities 6,274 3,586
------ ------
Total current liabilities 19,051 20,330
Deferred taxes 1,032 1,032
Long term debt 22,471 9,899
Commitments
Stockholders' equity:
Common stock, $0.35 stated value, 20,000 shares authorized;
8,809 shares issued and outstanding currently;
8,699 shares at December 31, 1995 3,083 3,045
Capital in excess of stated value 8,474 7,609
Unamortized deferred compensation (682) (369)
Unrealized translation loss (2,929) (1,773)
Retained earnings 45,742 44,175
------ ------
Total stockholders' equity 53,688 52,687
------ ------
$96,242 $83,948
====== ======
</TABLE>
See accompanying notes
4
<PAGE>
NEWPORT CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------
(In thousands) 1996 1995
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $1,918 $1,681
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,470 2,250
Net gain from sales of investments - (832)
Increase in provision for losses on
receivables and inventories 422 629
Other non-cash income 7 (53)
Changes in operating assets and liabilities:
Receivables 486 296
Inventories (2,701) 23
Other current assets (432) (169)
Accounts payable and other accrued expenses 548 (1,268)
Taxes based on income (503) 594
Translation gain (loss) related to operating activities (390) 214
----- -----
Net cash provided by operating activities 1,825 3,365
----- -----
INVESTING ACTIVITIES:
Purchases of property, plant and equipment, net (3,551) (1,548)
Acquisition of businesses, net of cash acquired (4,442) -
Proceeds from sales of investments, net - 871
----- ---
Net cash used in investing activities (7,993) (677)
----- ---
FINANCING ACTIVITIES:
Repayment of long- and short-term borrowings (25,159) (3,628)
Increase in long-term borrowings 11,749 -
Proceeds from debt placement 20,000 -
Cash dividends paid (173) (141)
Issuance of common stock under employee
agreements, including associated tax benefit 503 609
----- -----
Net cash provided by (used in) financing activities 6,920 (3,160)
----- -----
Effect of foreign exchange rate changes on cash 28 (151)
-- ---
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 780 (623)
Cash and cash equivalents at beginning of period 1,524 3,014
----- -----
CASH AND CASH EQUIVALENTS AT END OF PERIOD $2,304 $2,391
===== =====
CASH PAID IN THE PERIOD FOR:
Interest 671 702
Taxes 797 193
</TABLE>
See accompanying notes
5
<PAGE>
NEWPORT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
(UNAUDITED)
1. INTERIM REPORTING
GENERAL
The accompanying unaudited financial statements consolidate the accounts of the
Company and its wholly owned subsidiaries and have been prepared in accordance
with generally accepted accounting principles for interim financial information.
The accounts of the Company's subsidiaries in Europe have been consolidated
using a one-month lag.
In the opinion of management, all adjustments necessary for a fair presentation
of the information in the unaudited condensed consolidated financial statements
have been made and consist of only normal recurring accruals. Operating results
for the six-month period ended June 30, 1996, are not necessarily indicative of
the results that may be expected for the year ending December 31, 1996.
Although the Company believes that the disclosures in these financial statements
are adequate to make the information presented not misleading, certain
information and footnotes 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 the Company's consolidated financial statements and notes thereto,
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
Certain reclassifications have been made to prior period amounts to conform to
current year presentation.
EARNINGS PER SHARE
Earnings per share is based on the weighted average number of shares of common
stock and the dilutive effects of common stock equivalents (stock options),
determined using the treasury stock method.
FOREIGN CURRENCY
Balance sheet accounts denominated in foreign currencies are translated at
exchange rates as of the date of the balance sheet and income statement accounts
are translated at average exchange rates for the period. Translation gains and
losses are accumulated as a separate component of stockholder's equity. The
Company has adopted local currencies as the functional currencies for its
subsidiaries because their principal economic activities are most closely tied
to the respective local currencies.
The Company may enter into foreign exchange contracts as a hedge against foreign
currency denominated receivables. It does not engage in currency speculation.
Market value gains and losses on contracts are recognized currently, offsetting
gains or losses on the associated receivables. Foreign currency transaction
gains and losses are included in current earnings. Foreign exchange contracts
totaled $2.6 million at June 30, 1996. There were no foreign exchange contracts
outstanding at December 31, 1995.
2. ACQUISITIONS
On January 2, 1996, the Company acquired, for cash plus additional cash
consideration based upon future operating profit, substantially all the assets
and selected liabilities of MikroPrecision Instruments, Inc. ("MikroPrecision"),
a manufacturer of precision equipment for high technology industries such as
semiconductor and disk drive markets. The company is located in a suburb of
Minneapolis, Minnesota. The acquisition was accounted for as a purchase.
6
<PAGE>
NEWPORT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)
JUNE 30, 1996
(UNAUDITED)
3. CUSTOMER RECEIVABLES
Customer receivables consist of the following:
<TABLE>
<CAPTION>
June 30, December 31,
(In thousands) 1996 1995
---- ----
<S> <C> <C>
Customer receivables $20,642 $20,304
Less allowance for doubtful accounts 537 537
--- ---
$20,105 $19,767
====== ======
</TABLE>
The Company maintains adequate reserves for potential credit losses. Such
losses have been minimal and within management's estimates. Receivables from
customers are generally unsecured.
4. INVENTORIES
Inventories are stated at cost, determined on either a first-in, first-out
(FIFO) or average cost basis and do not exceed net realizable value.
Inventories consist of the following:
<TABLE>
<CAPTION>
June 30, December 31,
(In thousands) 1996 1995
---- ----
<S> <C> <C>
Raw materials and purchased parts $10,525 $ 7,832
Work in process 4,649 4,111
Finished goods 10,709 10,801
------ ------
$25,883 $22,744
====== ======
</TABLE>
5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
<TABLE>
<CAPTION>
June 30, December 31,
(In thousands) 1996 1995
---- ----
<S> <C> <C>
Land $ 2,165 $ 2,238
Buildings 12,955 13,366
Leasehold improvements 8,419 7,500
Machinery and equipment 21,352 19,510
Office equipment 9,311 8,865
----- -----
54,202 51,479
Less accumulated depreciation 30,187 29,152
------ ------
$24,015 $22,327
====== ======
</TABLE>
7
<PAGE>
NEWPORT CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
INTRODUCTORY NOTE
This Quarterly Report on Form 10-Q contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 and the Company intends that such
forward-looking statements be subject to the safe harbors created thereby.
These forward-looking statements include (i) the existence and development of
the Company's technical and manufacturing capabilities, (ii) anticipated
competition, (iii) potential future growth in revenues and income, (iv)
potential future decreases in costs, and (v) the need for, and availability of,
additional financing.
The forward-looking statements included herein are based on current expectations
that involve a number of risks and uncertainties. These forward-looking
statements are based on assumptions that the Company will not lose a significant
customer or customers or experience increased fluctuations of demand or
rescheduling of purchase orders, that the Company's markets will continue to
grow, that the Company's products will remain accepted within their respective
markets and will not be replaced by new technology, that competitive conditions
within the Company's markets will not change materially or adversely, that the
Company will be successful in integrating the operations of its RAM Optical
Instrumentation, Inc., Light Control Instruments, Inc. and MikroPrecision
Instruments, Inc. subsidiaries with the rest of the Company's operations, that
the Company will retain key technical and management personnel, that the
Company's forecasts will accurately anticipate market demand, that there will be
no material adverse change in the Company's operations or business and that the
Company will not experience significant supply shortages with respect to
purchased components, sub-systems or raw materials. Assumptions relating to the
foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions, and future business decisions, all
of which are difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although, the Company believes that the
assumptions underlying the forward-looking statements will be realized. In
addition, the business and operations of the Company are subject to substantial
risks which increase the uncertainty inherent in the forward-looking statements.
In light of the significant uncertainties inherent in the forward-looking
information included herein, the inclusion of such information should not be
regarded as a representation by the Company or any other person that the
objectives or plans of the Company will be achieved.
The following is management's discussion and analysis of certain significant
factors which have affected the earnings and financial position of the Company
during the period included in the accompanying financial statements. This
discussion compares the three- and six-month periods ended June 30, 1996 with
the three- and six-month periods ended June 30, 1995. This discussion should be
read in conjunction with the financial statements and associated notes.
8
<PAGE>
NEWPORT CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT'D)
THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
RESULTS OF OPERATIONS
FINANCIAL ANALYSIS:
<TABLE>
<CAPTION>
Period-to-Period
Increase (decrease)
------------------
Three Six
Percentage of Net Sales Months Months
-----------------------
Three Months Ended Six Months Ended Ended Ended
June 30, June 30, June 30, June 30, June 30, June 30,
1996 1995 1996 1995 1996 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0% 18.0% 16.6%
Cost of sales 56.8 54.6 56.4 55.1 22.8 19.5
---- ---- ---- ----
Gross margin 43.2 45.4 43.6 44.9 12.2 13.0
Selling, general and
administrative expense 30.1 33.5 30.7 33.9 5.9 5.6
Research and
development expense 6.9 7.0 6.8 6.9 16.4 15.1
--- --- --- ---
Income from operations 6.2 4.9 6.1 4.1 50.1 69.9
Interest expense (1.7) (1.6) (1.6) (1.6) 23.6 13.6
Other income, net 0.2 1.6 0.4 2.4 (84.6) (81.9)
Income taxes (1.5) (1.6) (1.6) (1.6) 12.5 14.2
--- --- --- ---
Net income 3.2% 3.3% 3.3% 3.3% 14.3 14.1
=== === === ===
</TABLE>
NET SALES:
Sales for the three- and six-month periods ended June 30, 1996, were $30.1
million and $58.1 million, respectively, compared with $25.5 million and $49.8
million for the three- and six-month periods ended June 30, 1995, an increase of
18.0% and 16.6% for the respective periods. The current quarter increase is
principally attributable to sales growth in U.S. domestic market ($3.9 million)
and Pacific Rim market ($1.1 million) offset in part by sales declines in
Europe, primarily in France ($1.1 million). The year-to-date increase is
principally attributable to sales growth in U.S. domestic market ($7.0 million)
and Pacific Rim market ($2.2 million) offset in part by sales declines in
Europe, primarily in France ($1.7 million).
The Company's domestic sales totaled $17.5 million and $33.5 million for the
three- and six-month periods ended June 30, 1996, compared with $13.6 million
and $26.5 million for the three- and six-month periods ended June 30, 1995, an
increase of 28.7% and 26.4% for the respective periods. The current period
increases from the year ago levels were principally attributable to the impact
of the MikroPrecision acquisition ($2.0 million and $3.5 million, respectively)
and the sales growth of other core product lines.
International sales of the Company were $12.6 million and $24.6 million for the
three- and six-month periods ended June 30, 1996, compared with $11.9 million
and $23.3 million for the three- and six-month periods ended June 30, 1995, an
increase of 5.9% and 5.6% for the respective periods. The increase for the
three- and six-month periods ended June 30, 1996 were principally attributable
to a strengthening of sales in the Pacific Rim, primarily in Japan, offset in
part by declines in France.
The three-month period ended June 30, 1996 also saw the delivery of the
Company's first LaserWeld(TM) system valued at $0.6 million. This delivery was
to a European fiber optic communications company. In addition, the Company
booked orders valued at $1.0 million from the Pacific Rim market for two
LaserWeld(TM) systems with delivery scheduled for late 1996.
9
<PAGE>
NEWPORT CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT'D)
THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
The order rates in the U.S. and Pacific Rim show moderate strength, however, the
order rates in Europe continue to be weak. Overall, management anticipates
continued sales growth through 1996 from its MikroPrecision and RAM Optical
Instrumentation, Inc. subsidiaries, improving U.S. and Pacific Rim economies and
increased sales of ultrahigh precision positioning products. Management
believes the weakness in sales in France is principally attributable to
budgetary constraints on certain French government agencies and that weakness in
Europe is anticipated to constrain overall sales growth in 1996.
GROSS PROFIT:
Gross profit increased 12.2% and 13.0% on a sales increase of 18.0% and 16.6%
for the three- and six-month periods ended June 30, 1996 compared with the
three- and six-month periods ended June 30, 1995, respectively. However, the
margin (gross profit as a percentage of sales) decreased to 43.2% and 43.6% of
sales for the three- and six-month periods ended June 30, 1996, compared with
45.4% and 44.9% for the three- and six-month periods ended June 30, 1995,
respectively, principally attributable to lower gross profit margins on OEM
sales at MikroPrecision and lower sales in Europe. The Company believes that
gross margin will continue to be impacted by gross profit margins at
MikroPrecision which are lower than the margins historically recorded by the
Company and the weakness in European sales will continue to impact the Company's
gross margin.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Selling, general and administrative (SG&A) expenses for the three- and six-month
periods ended June 30, 1996, increased 5.9% and 5.6%, respectively, compared
with the three- and six-month periods ended June 30, 1995. SG&A expenses when
stated as a percentage of sales were 30.1% and 30.7%, compared with 33.5% and
33.9% for the prior year periods. SG&A expenses increased during the three- and
six-month periods ended June 30, 1996, in large part because of SG&A expenses at
MikroPrecision for which there were no comparable amounts in the corresponding
1995 periods. However, these expenses decreased as a percentage of sales
because of the increased sales volume.
RESEARCH AND DEVELOPMENT EXPENSES:
Research and development (R&D) expenses for the three- and six-month periods
ended June 30, 1996, increased 16.4% and 15.1%, respectively, compared with the
three- and six-month periods ended June 30, 1995. This increase is principally
attributable to costs associated with the continued development of new systems
for the fiber optic communications market, including the ORION(TM),
AutoAlign(TM) and LaserWeld(TM) systems. These R&D expenses when stated as a
percentage of sales remained nearly constant at 6.9% and 6.8%, compared with
7.0% and 6.9% for the prior year periods, primarily because of the higher sales
volume in 1996. Management is committed to continued product development and
intends to increase R&D spending by approximately one million dollars in 1996
over 1995 for development of new products and product improvements.
INTEREST EXPENSE AND OTHER INCOME:
Interest expense for the three- and six-month periods ended June 30, 1996, was
$0.5 million and $0.9 million respectively, compared with $0.4 million and $0.8
million for the three- and six-month periods ended June 30, 1995. The increase
is principally attributable to increased debt primarily because of the
acquisition of MikroPrecision. During May 1996 the Company obtained $20.0
million of long-term financing from an insurance company which was used to
refinance a significant portion of its outstanding debt. The Company believes
that this financing will reduce its after-tax cost of borrowing. Other income,
consisting of interest, dividends and other income was $0.1 million and $0.2
million for the three-and six-month periods ended June 30, 1996, compared with
$0.4 million and $1.2 million for the three- and six-month periods ended June
30, 1995. The three- and six-month periods ended June 30,1995 included non-
recurring investment income totaling $237,000 and $499,000, net of taxes, or
$0.03 and $0.06 per share, respectively.
10
<PAGE>
NEWPORT CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT'D)
THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
PROVISION FOR TAXES:
The effective annual tax rate for the three- and six-month periods ended June
30, 1996 and 1995 was 32%.
LIQUIDITY AND CAPITAL RESOURCES:
Net cash provided by operating activities of $1.8 million for the six-month
period ended June 30, 1996, was principally attributable to the Company's net
income ($1.9 million) and non-cash items (principally depreciation and
amortization of $2.5 million), offset in part by changes in operating
assets and liabilities, principally inventories of $2.7 million.
Net cash used in investing activities of $8.0 million for the six-month period
ended June 30, 1996, was attributable to the Company's acquisition of businesses
($4.4 million) in the first quarter and purchases of property, plant and
equipment ($3.6 million).
Net cash provided by financing activities of $6.9 million for the six-month
period ended June 30, 1996, was principally attributable to the proceeds from a
$20.0 million debt placement and other increases in long-term debt borrowings,
partially offset by the repayment of $25.2 million of long- and short-term
borrowings.
In May 1996, the Company obtained $20.0 million of long-term financing from an
insurance company which was used to refinance a significant portion of its
outstanding debt. These senior notes, sold at par, are unsecured, carry an
8.25% annual coupon and mature in May 2004. Combined with its existing
unsecured revolving credit line, this debt placement raises the Company's total
available and outstanding credit to $37.0 million.
The Company has a credit agreement with a U.S. bank for a $15.0 million
unsecured line of credit to support the Company's domestic operations and its
international operations outside of Europe and a $2.0 million unsecured line of
credit to support the Company's European requirements, with interest at prime
plus 0.5%, or LIBOR plus 2.0%. At June 30, 1996, no amounts were outstanding on
these lines of credit.
The Company believes its current working capital position together with
estimated cash flows from operations and its existing credit availability are
adequate to support its operations in the ordinary course of business, including
anticipated capital expenditures and debt repayment requirements, over the next
year.
11
<PAGE>
NEWPORT CORPORATION
PART II. OTHER INFORMATION
Item 4: Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Stockholders was held on June 5, 1996.
(b) Set forth below is the name of each Class IV director elected at
the meeting and the number of votes cast for their election, the
number of votes against their election, the number of votes
withheld and the number of broker non-votes.
<TABLE>
<CAPTION>
Number of
Number of Number of Number of Broker
Name Votes "For" Votes "Against" Votes "Withheld" "Non-Votes"
---- ----------- --------------- ---------------- -----------
<S> <C> <C> <C> <C>
Richard E. Schmidt 8,037,503 44,375 11,312 668,585
C. Kumar N. Patel 8,037,503 44,375 11,312 668,585
</TABLE>
(c) Proposal Two to amend the Company's 1992 Incentive Stock Plan
resulted in the following number of votes for, against, abstain,
withheld and non-vote.
<TABLE>
<CAPTION>
Number of
Number of Number of Number of Number of Broker
Votes "For" Votes "Against" Votes "Abstain" Votes "Withheld" "Non-Votes"
----------- --------------- --------------- ---------------- -----------
<S> <C> <C> <C> <C>
7,378,762 164,099 366,316 20,000 832,598
</TABLE>
Item 6: Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 10.1 Note Agreement dated as of May 2, 1996 between
Newport Corporation and The Prudential Insurance
Company of America (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31,
1996).
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
None
12
<PAGE>
NEWPORT CORPORATION
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEWPORT CORPORATION
(Registrant)
Dated: August 13, 1996
By: /s/ ROBERT C. HEWITT
--------------------------------------
Robert C. Hewitt, Principal Financial
Officer, duly authorized to sign
on behalf of the Registrant
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED STATEMENTS OF INCOME, CONSOLIDATED BALANCE SHEETS AND
CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS CONTAINED WITHIN THE COMPANY'S FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 1996.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
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0
0
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</TABLE>
