<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
================================================================================
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
================================================================================
Date of Report (Date of earliest event reported): March 31, 1997
NEWPORT CORPORATION
(Exact name of Registrant as specified in charter)
Nevada 0-1649 094-0849175
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1791 Deere Avenue, Irvine, California 92606
(Address of principal executive offices and 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>
ITEM 5. OTHER EVENTS
On March 31, 1997, Newport Corporation announced that its Board of
Directors has authorized a program to repurchase up to approximately 1% of its
outstanding Common Stock as part of a buy-back program that it will put into
effect immediately. A copy of the press release is attached as Exhibit 99.1 to
this Report and is incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
99.1 Press Release, dated March 31, 1997.
SIGNATURES
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 hereunto duly authorized.
NEWPORT CORPORATION
Date: March 31, 1997 By: /s/ ROBERT C. HEWITT
-------------------------------
Robert C. Hewitt
Vice President, Chief Financial
Officer and Secretary
2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page
-------------- ----------- ----
<S> <C> <C>
99.1 Press Release, dated March 31, 1997. 4
</TABLE>
3
<PAGE>
EXHIBIT 99.1
NEWS RELEASE
Newport Corporation to Repurchase 90,000 Shares Common Stock
IRVINE, CALIFORNIA, March 31, 1997...Newport Corporation (Nasdaq:
NEWP) announced today that its board of directors has authorized a program for
repurchase of up to 90,000 shares, or 1.0%, of Newport's outstanding Common
Stock, to be used for employer equity compensation plans and an employee stock
purchase plan. The program will be put into effect immediately.
Repurchases may be made from time to time by the Company in the open
market or in block purchases in compliance with Securities and Exchange
Commission guidelines. "We believe that the buy-back of our stock is an
attractive opportunity for the Company, a good investment of corporate funds and
in the best interests of our shareholders," stated Robert G. Deuster, Newport's
President and Chief Executive Officer. As of December 31, 1996, Newport had
$3.4 million in cash and cash equivalents.
Newport Corporation is a global leader in the design, manufacture and
marketing of high precision components, instruments and integrated systems to
the fiber optic communications, semiconductor equipment, computer peripherals
and scientific research markets. The company's innovative products enhance
productivity and capabilities of test and measurement and automated assembly for
precision manufacturing, engineering and research applications. Customers
include Fortune 500 corporations, technology companies and research laboratories
in commercial, academic and government sectors worldwide.
CONTACT: Robert C. Hewitt, Vice President, Chief Financial Officer of
Newport, 714-253-1405; or Craig A. Parsons of Pondel Parsons & Wilkinson, 310-
207-9300, or Internet: [email protected].
