<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 1997
--------------------------------------
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 (IRS Employer
of incorporation or organization) Identification No.)
1791 Deere Avenue, Irvine, CA 92606
- --------------------------------------------------------------------
(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, 1997, was 8,980,510.
Page 1 of 13 Pages
Exhibit Index on Sequentially Numbered Page 12
<PAGE>
NEWPORT CORPORATION
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1: Financial Statements: Page Number
<S> <C>
Consolidated Statement of Income and Condensed
Consolidated Statement of Stockholders' Equity for
the Three and Six Months ended June 30, 1997 and 1996. 3
Consolidated Balance Sheet at June 30, 1997 and
December 31, 1996. 4
Consolidated Statement of Cash Flows for the Six
Months ended June 30, 1997 and 1996. 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,
-------- --------
1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net sales $31,861 $30,116 $62,912 $58,096
Cost of sales 17,920 17,099 35,452 32,790
------- ------- ------- -------
Gross profit 13,941 13,017 27,460 25,306
Selling, general and administrative expense 8,827 9,064 17,593 17,821
Research and development expense 2,341 2,081 4,465 3,970
------- ------- ------- -------
Income from operations 2,773 1,872 5,402 3,515
Interest expense (494) (502) (1,004) (913)
Other income (expense), net (59) 65 (269) 219
------- ------- ------- -------
Income before income taxes 2,220 1,435 4,129 2,821
Income tax provision 755 459 1,404 903
------- ------- ------- -------
Net income $ 1,465 $ 976 $ 2,725 $ 1,918
======= ======= ======= =======
Net income per share $ 0.16 $ 0.11 $ 0.30 $ 0.22
======= ======= ======= =======
Number of shares used to calculate
net income per share 9,093 8,940 9,068 8,870
======= ======= ======= =======
Stockholders' equity, beginning of period $57,232 $53,112 $57,429 $52,687
Net income 1,465 976 2,725 1,918
Dividends (179) (178) (179) (351)
Unrealized translation loss (624) (468) (2,165) (1,156)
Unamortized deferred compensation 51 (149) (73) (313)
Repurchase of common stock (1,118) -0- (1,343) -0-
Issuance of common shares 1,335 395 1,768 903
------- ------- ------- -------
Stockholders' equity, end of period $58,162 $53,688 $58,162 $53,688
======= ======= ======= =======
</TABLE>
See accompanying notes
3
<PAGE>
NEWPORT CORPORATION
Consolidated Balance Sheet
<TABLE>
<CAPTION>
(Dollars in thousands, except per share amounts)
June 30, December 31,
1997 1996
----------- -----------
<S> <C> <C>
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 4,117 $ 3,375
Customer receivables, net 21,181 23,418
Other receivables 824 2,075
Inventories 28,365 28,954
Deferred tax assets 2,882 3,004
Other current assets 1,886 1,703
------- --------
Total current assets 59,255 62,529
Investments and other assets 4,894 5,191
Property, plant and equipment, at cost, net 23,361 24,045
Goodwill, net 10,548 11,612
------- --------
$98,058 $103,377
======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,923 $ 8,128
Accrued payroll and related expenses 4,035 4,879
Taxes based on income 1,326 1,373
Current portion of long-term debt 786 1,236
Other accrued liabilities 3,889 5,171
------- --------
Total current liabilities 15,959 20,787
Long-term debt 22,888 23,464
Other liabilities 1,049 1,697
Commitments and contingencies
Stockholders' equity:
Common stock, $.35 stated value,
20,000,000 shares authorized;
8,981,000 shares issued and outstanding
at June 30, 1997;
8,890,000 shares at December 31, 1996 3,143 3,110
Capital in excess of stated value 9,351 8,959
Unamortized deferred compensation (621) (548)
Unrealized translation loss (4,607) (2,442)
Retained earnings 50,896 48,350
------- --------
Total stockholders' equity 58,162 57,429
------- --------
$98,058 $103,377
======= ========
</TABLE>
See accompanying notes
4
<PAGE>
NEWPORT CORPORATION
Consolidated Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-------------------
<S> <C> <C>
(In thousands) 1997 1996
------- --------
Operating activities:
Net income $ 2,725 $ 1,918
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,813 2,470
Increase in provision for losses on
receivables and inventories 994 422
Deferred income taxes (20) -0-
Other non-cash items, net 24 7
Changes in operating assets and liabilities:
Receivables 1,365 486
Inventories (1,121) (2,701)
Other current assets (581) (432)
Other assets 356 -0-
Accounts payable and other accrued expenses (2,211) 548
Taxes based on income (42) (503)
Other, net 1 (390)
------- --------
Net cash provided by operating activities 4,303 1,825
------- --------
Investing activities:
Purchases of property, plant and equipment, net (2,211) (3,551)
Acquisition of businesses, net of cash acquired (879) (4,442)
Other, net (157) -0-
------- --------
Net cash used in investing activities (3,247) (7,993)
------- --------
Financing activities:
Decrease in short-term borrowings (279) (25,159)
Increase (decrease) in long-term borrowings (320) 11,749
Proceeds from debt placement -0- 20,000
Cash dividends paid (177) (173)
Repurchase of common stock (1,343) -0-
Issuance of common stock under employee
agreements, including associated tax benefit 1,593 503
------- --------
Net cash provided by (used in) financing activities (526) 6,920
------- --------
Effect of foreign exchange rate changes on cash 212 28
------- --------
Net increase in cash and cash equivalents 742 780
Cash and cash equivalents at beginning of period 3,375 1,524
------- --------
Cash and cash equivalents at end of period $ 4,117 $ 2,304
======= ========
Cash paid in the period for:
Interest 1,025 671
Taxes 1,437 797
</TABLE>
See accompanying notes
5
<PAGE>
NEWPORT CORPORATION
Notes to Condensed Consolidated Financial Statements
June 30, 1997
(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, 1997, are not necessarily indicative of
the results that may be expected for the year ending December 31, 1997.
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, 1996.
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.
In February 1997 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings per Share, effective for both
interim and annual periods ending after December 15, 1997. At that time, the
Company will be required to change the method currently used to compute earnings
per share and to restate all prior periods. The impact of this statement on the
calculation of primary and fully diluted earnings per share for the three- and
six-months ended June 30, 1997 and 1996 is not expected to be material.
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 stockholders' 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 $6.0 million and $1.2 million at June 30, 1997, and December 31, 1996,
respectively.
6
<PAGE>
NEWPORT CORPORATION
Notes to Condensed Consolidated Financial Statements
June 30, 1997
(Unaudited)
2. Customer Receivables
Customer receivables consist of the following:
<TABLE>
<CAPTION>
June 30, December 31,
(In thousands) 1997 1996
-------- ------------
<S> <C> <C>
Customer receivables $ 21,674 $ 23,942
Less allowance for doubtful accounts 493 524
-------- ------------
$ 21,181 $ 23,418
======== ============
</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.
3. 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) 1997 1996
-------- ------------
<S> <C> <C>
Raw materials and purchased parts $ 10,426 $ 10,705
Work in process 5,289 4,998
Finished goods 12,650 13,251
-------- ------------
$ 28,365 $ 28,954
======== ============
</TABLE>
4. Property, Plant and Equipment
Property, plant and equipment consist of the following:
<TABLE>
<CAPTION>
June 30, December 31,
(In thousands) 1997 1996
-------- ------------
<S> <C> <C>
Land $ 1,988 $ 2,155
Buildings 12,233 12,896
Leasehold improvements 8,368 8,462
Machinery and equipment 21,965 22,643
Office equipment 10,250 9,734
-------- ----------
54,804 55,890
Less accumulated depreciation 31,443 31,845
-------- ----------
$ 23,361 $ 24,045
======== ==========
</TABLE>
5. Other Income (Expense), Net
Other income (expense), net, consists of the following:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------- -------
1997 1996 1997 1996
(In thousands) ---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest and dividend income $ 25 $ 22 $ 69 $ 32
Exchange gains (losses), net (63) (35) (356) 55
Other (21) 78 18 132
---- ---- ----- -----
$(59) $ 65 $(269) $ 219
==== ==== ===== =====
</TABLE>
7
<PAGE>
NEWPORT CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Three and Six Months Ended June 30, 1997 and 1996
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 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, that
fluctuations in foreign currency exchange rates do not have a material adverse
impact on the Company's competitive position in international markets and that
the Company will not experience significant supply shortages with respect to
purchased components, sub-systems or raw materials. Additional factors that may
affect future operating results are discussed in more detail in the Company's
Annual Report on Form 10-K for the year ending December 31, 1996. 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. 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, 1997 with
the three- and six-month periods ended June 30, 1996. 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, 1997 and 1996
RESULTS OF OPERATIONS
FINANCIAL ANALYSIS:
<TABLE>
<CAPTION>
Period-to-Period
Increase (decrease)
-------------------
Percentage of Net Sales Three Six
----------------------- Months Months
Three Months Ended Six Months Ended Ended Ended
June 30, June 30, June 30, June 30, June 30, June 30,
1997 1996 1997 1996 1997 1997
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net Sales 100.0% 100.0% 100.0% 100.0% 5.8% 8.3%
Cost of sales 56.2 56.8 56.4 56.4 4.8 8.1
----- ----- ----- -----
Gross margin 43.8 43.2 43.6 43.6 7.1 8.5
Selling, general and
administrative expense 27.7 30.1 28.0 30.7 (2.6) (1.3)
Research and
development expense 7.4 6.9 7.1 6.8 12.5 12.5
----- ----- ----- -----
Income from operations 8.7 6.2 8.5 6.1 48.1 53.7
Interest expense (1.5) (1.7) (1.6) (1.6) (1.6) 10.0
Other income (expense), net (0.2) 0.2 (0.4) 0.4 (190.8) (222.8)
Income taxes (2.4) (1.5) (2.2) (1.6) 64.5 55.5
----- ----- ----- -----
Net income 4.6% 3.2% 4.3% 3.3% 50.1 42.1
===== ===== ===== =====
</TABLE>
NET SALES:
Sales for the three- and six-month periods ended June 30, 1997, were $31.9
million and $62.9 million, respectively, compared with $30.1 million and $58.1
million for the three- and six-month periods ended June 30, 1996, increases of
5.8% and 8.3% over the respective periods. Increases for the three- and six-
month periods are principally attributable to sales growth in the U.S. domestic
market, $3.6 million and $6.6 million, respectively which offset lower
international sales in both periods. For the year to date, the Company has
experienced sales growth in its targeted market segments, specifically fiber
optic communications, semiconductor test equipment and computer peripherals, as
well as in its core scientific research market. The Company believes that this
sales growth reflects the success of the Company's efforts to leverage its
expertise in research laboratory equipment to continue to expand its product
offerings of high precision optics, instruments, micro-positioning and
measurement products and systems to customers in these markets.
The Company's domestic sales totaled $21.1 million and $40.1 million for the
three- and six-month periods ended June 30, 1997, compared with $17.5 million
and $33.5 million for the three- and six-month periods ended June 30, 1996,
increases of 20.6% and 19.7% over the respective prior year periods. These
increases were from most product areas including MikroPrecision, which had sales
increases of $1.1 million and $2.4 million for the second quarter and year to
date, respectively.
International sales of the Company were $10.8 million and $22.8 million for the
three- and six-month periods ended June 30, 1997, respectively, compared with
$12.6 million and $24.6 million for the three- and six-month periods ended June
30, 1996, respectively, decreases of 15.1% and 7.3% for the respective periods.
Negative foreign exchange rate effects of $0.8 million and $1.3 million impacted
sales for the three-and six-month periods ended June 30, 1997, respectively, as
a result of the significant strengthening of the U.S. dollar against European
currencies. Excluding the impact of foreign exchange rate effects, sales
declined in France $1.2 million and $1.5 million for the same respective
periods; while in Germany, second quarter sales decreased $0.2 million versus
the same period in 1996, leaving year to date sales growth at $0.3 million. The
United Kingdom continued to outpace prior year with sales growth, excluding the
exchange rate impact, of $0.3 million and $0.6 million for the second quarter
and year to date, respectively.
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, 1997 and 1996
NET SALES (Cont'd):
The U.S. order rates show substantial growth for both the second quarter and the
year to date over the corresponding prior year periods. Excluding the negative
exchange rate effects, order rates in Europe remained relatively constant during
the same time periods. Overall, management anticipates sales growth in 1997 over
1996 primarily due to increased sales in the Company's targeted strategic
markets.
GROSS PROFIT:
Gross profit increased 7.1% and 8.5% on sales increases of 5.8% and 8.3% for the
three- and six-month periods ended June 30, 1997 compared with the three- and
six-month periods ended June 30, 1996, respectively. Gross margin (gross profit
as a percentage of sales) remained nearly constant at 43.8% and 43.6% of sales
for the three- and six-month periods ended June 30, 1997, compared with 43.2%
and 43.6% for the three- and six-month periods ended June 30, 1996,
respectively. Management anticipates that, despite the increase in sales of
MikroPrecision's lower margin products, the Company's overall gross margin will
improve in 1997 as a result of continued productivity improvements throughout
the Company.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Selling, general and administrative (SG&A) expenses for the three- and six-month
periods ended June 30, 1997, decreased 2.6% and 1.3%, respectively, compared
with the three- and six-month periods ended June 30, 1996. SG&A expenses when
stated as a percentage of sales were 27.7% and 28.0%, compared with 30.1% and
30.7% for the prior year periods. SG&A expenses decreased due to successful
cost containment measures and a favorable exchange rate effect. Management
anticipates this favorable exchange rate effect on SG&A expenses will continue
through the remainder of 1997.
RESEARCH AND DEVELOPMENT EXPENSES:
Research and development (R&D) expenses for the three- and six-month periods
ended June 30, 1997, increased 12.5% and 12.5%, respectively, compared with the
three- and six-month periods ended June 30, 1996. R&D expenses when stated as a
percentage of sales increased slightly to 7.3% and 7.1%, compared with 6.9% and
6.8% for the prior year periods. New product introductions, including an
advanced motion controller system and a line of active isolation workstations,
as well as continued enhancement of existing products, fueled the increases in
expenses. Management is committed to continued product development and intends
to increase R&D spending by approximately $1.5 million dollars in 1997 over 1996
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, 1997, was
$0.5 million and $1.0 million respectively, compared with $0.5 million and $0.9
million for the three- and six-month periods ended June 30, 1996. Other income
(expense), net were losses of $0.1 million and $0.3 million for the three-and
six-month periods ended June 30, 1997, respectively, compared with gains of $0.1
million and $0.2 million for the three- and six-month periods ended June 30,
1996, respectively.
PROVISION FOR TAXES:
The effective annual tax rate was 34% and 32%, respectively, for the three- and
six-month periods ended June 30, 1997 and 1996.
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, 1997 and 1996
LIQUIDITY AND CAPITAL RESOURCES:
Net cash provided by operating activities of $4.3 million for the six-month
period ended June 30, 1997, was principally attributable to the Company's net
income ($2.7 million) and non-cash items, primarily depreciation and
amortization ($2.8 million) and provision for losses on receivables and
inventories ($1.0 million), offset in part by changes in operating assets and
liabilities, principally accounts payable and accrued liabilities ($2.2
million).
Net cash used in investing activities of $3.2 million for the six-month period
ended June 30, 1997, was attributable in large part to the Company's purchases
of property, plant and equipment.
Net cash used in financing activities of $0.5 million for the six-month period
ended June 30, 1997, was primarily due to the repurchase of common stock and a
decrease in borrowings, partially offset by issuance of common stock under
employee agreements.
In 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.
The Company has a credit agreement with a U.S. bank for a $20.0 million
unsecured line of credit to support the Company's domestic operations and its
international operations outside of Europe and a 10.0 million French franc
unsecured line of credit to support the Company's European requirements, with
interest at prime, or LIBOR plus 1.0%. At June 30, 1997, 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 at least
the next year.
Although the Company has no present agreements or commitments with respect to
any material acquisitions of other businesses, products, product rights or
technologies, the Company continues to evaluate acquisitions of products,
technologies or companies that complement the Company's business and may make
such acquisitions in the future, and there can be no assurance that the Company
will not need to obtain additional sources of capital to finance any such
acquisitions.
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 May 28, 1997.
(b) Set forth below is the name of each Class I 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 abstained and the
number of broker non-votes:
<TABLE>
<CAPTION>
Number of
Number of Number of Number of Broker
Name Votes "For" Votes "Against" Votes "Abstain" "Non-Votes"
---- ----------- --------------- --------------- -----------
<S> <C> <C> <C> <C>
Robert G. Deuster 8,177,331 0 42,713 699,439
John T. Subak 8,175,412 0 43,632 700,439
</TABLE>
(c) Proposal Two to amend the Company's Employee Stock Purchase 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>
7,334,185 372,551 355,398 0 857,349
</TABLE>
(d) Proposal Three to appoint Ernst & Young LLP as the Company's
independent auditors 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>
8,196,940 12,020 11,084 0 699,439
</TABLE>
Item 6: Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
None
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
12
<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, 1997.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 4,117
<SECURITIES> 0
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0
0
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<EPS-PRIMARY> 0.30
<EPS-DILUTED> 0.30
</TABLE>
