<PAGE>
As Filed With the Securities and Exchange Commission on May __, 1997
Registration No. 33-59413
- - ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________
NEWPORT CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 094-0849175
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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 and Secretary
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: Not
Applicable
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DEREGISTRATION OF SECURITIES
Pursuant to Item 512(a)(3) of Regulation S-K, the Registrant is filing this
Post-Effective Amendment No. 1 to Registration Statement to remove from
registration all securities registered pursuant to the Registration Statement
that remain unsold as of the date of filing this Post-Effective Amendment No. 1
to Registration Statement.
Accordingly:
(1) the offering is hereby terminated; and
(2) the Registrant hereby removes from registration 209,450 shares of
Common Stock, representing all securities which remain unsold as of the date of
filing this Post-Effective Amendment No. 1 to the Registration Statement.
2
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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 Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Irvine, State of
California, on the 12 day of May, 1997.
NEWPORT CORPORATION
By: /s/
----------------------------------------
Robert G. Deuster
President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/
- - ----------------------------- President, Chief Executive May 12, 1997
Robert G. Deuster Officer and Director
/s/
- - ----------------------------- Vice President-Chief Financial May 12, 1997
Robert C. Hewitt Officer (Principal Financial
Officer) and Secretary
/s/
- - ----------------------------- Corporate Controller May 12, 1997
William R. Abbott (Principal Accounting Officer)
*
- - ----------------------------- Chairman and Director May 12, 1997
Richard E. Schmidt
* Director May 12, 1997
- - -----------------------------
R. Jack Aplin
* Director May 12, 1997
- - -----------------------------
Dan L. McGurk
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
* Director May 12, 1997
- - -----------------------------
C. Kumar N. Patel
* Director May 12, 1997
- - -----------------------------
Robert L. Guyett
* Director May 12, 1997
- - -----------------------------
Louis B. Howritz
Director May __, 1997
- - -----------------------------
John T. Subak
*By: /s/
--------------------------
Robert C. Hewitt
Attorney-in-Fact
</TABLE>
