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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
***
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended December 31, 1996
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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
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NEWPORT CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 094-0849175
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(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1791 Deere Avenue, Irvine, CA 92606
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 863-3144
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Stated Value $0.35 per Share
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(Title of Class)
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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [_]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant was $78,746,000 as of March 10, 1997.
The number of shares outstanding of each of the issuer's classes of common stock
as of March 10, 1997, was 8,919,494.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held on May 28, 1997, are incorporated by reference into Part
III.
Page 1 of 14 Pages
Exhibit Index on Sequentially Numbered Page 7
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PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K
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(a) 1. Financial Statements and Financial Statement Schedules
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<TABLE>
<S> <C>
Report of Independent Auditors 21
FINANCIAL STATEMENTS:
--------------------
Consolidated income statement
for the years ended December 31, 1996, 1995 and 1994 22
Consolidated balance sheet
at December 31, 1996 and 1995 23
Consolidated statement of cash flows
for the years ended December 31, 1996, 1995 and 1994 24
Consolidated statement of stockholders' equity
for the years ended December 31, 1996, 1995 and 1994 25
Notes to consolidated financial statements 26-35
FINANCIAL STATEMENT SCHEDULES:
-----------------------------
II - Consolidated valuation accounts 36
</TABLE>
All other schedules are omitted as the required information is not present
or is not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the
consolidated financial statements or notes thereto.
2. Exhibits
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The exhibits set forth below are filed as part of this Annual Report:
<TABLE>
<S> <C>
Exhibit 3.1 Restated Articles of Incorporation of Newport Corporation, a
Nevada corporation, as amended to date (incorporated by
reference to exhibit in the Company's 1987 Proxy Statement).
Exhibit 3.2 Restated Bylaws of Newport Corporation, a Nevada corporation,
as amended to date (incorporated by reference to Exhibit 3.2
of the Company's Annual Report on Form 10-K for the year ended
July 31, 1992).
Exhibit 10.1 Lease Agreement dated March 27, 1991, as amended, pertaining
to premises located in Irvine, California (incorporated by
reference to Exhibit 10.1 of the Company's Annual Report on
Form 10-K for the year ended July 31, 1992).
Exhibit 10.3 1992 Incentive Stock Plan (incorporated by reference to
exhibit in the Company's 1992 Proxy Statement).*
</TABLE>
Page 2 of 14 Pages
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ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K (CON'T)
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<TABLE>
<S> <C>
Exhibit 10.4 Loan and Security Agreement dated June 23, 1993, with exhibits
and Promissory Note (incorporated by reference to Exhibit 10.4
of the Company's Form 10-Q for the quarter ended June 30,
1993).
Exhibit 10.5 Acquisition of subsidiaries of Micro-Controle S.A., with
exhibits (incorporated by reference to Form 8-K filed June 28,
1991, and amended July 23, 1992).
Exhibit 10.6 Acquisition of Micro-Controle S.A., with exhibits
(incorporated by reference to Form 8-K filed September 18,
1991, and amended July 23, 1992).
Exhibit 10.7 Form of Severance Compensation Agreement between Newport
Corporation and certain Executive Officers (incorporated by
reference to Exhibit 10.7 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1993).*
Exhibit 10.8 Stock Purchase Agreement dated as of February 14, 1995, among
Newport Corporation as Purchaser, RAM Optical Instrumentation,
Inc. and Mark G. Arenal, Harry J. Brown, The Harry & Patricia
Brown Living Trust 1994, John G. Hartwell, and The John G.
Hartwell Family Trust Established 1/3/90 as Sellers
(incorporated by reference to Exhibit 2.1 of the Company's
Form 8-K filed March 15, 1995).*
Exhibit 10.9 Credit Agreement dated as of December 20, 1995 between Newport
Corporation and ABN AMRO Bank N.V., Los Angeles International
Branch (incorporated by reference to Exhibit 10.10 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
Exhibit 10.10 Note Agreement dated as of May 2, 1996 between Newport
Corporation and The Prudential Insurance Company of America
(incorporated by reference to Exhibit 10.8 of the Company's
Form 10-Q for the quarter ended March 31, 1996).
Exhibit 10.11 First Amendment to Credit Agreement dated as of October 31,
1996 between Newport Corporation and ABN AMRO Bank N.V., Los
Angeles International Branch (incorporated by reference to
Exhibit 10.1 of the Company's Form 10-Q for the quarter ended
September 30, 1996).
Exhibit 10.12 Severance Compensation Agreement dated as of April 8, 1996,
between Newport Corporation, a Nevada Corporation, and Robert
J. Phillippy, Vice President and General Manager (incorporated
by reference to Exhibit 10.2 of the Company's Form 10-Q for
the quarter ended September 30, 1996).*
</TABLE>
Page 3 of 14 Pages
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ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K (CON'T)
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<TABLE>
<S> <C>
Exhibit 10.13 Severance Compensation Agreement dated as of May 1, 1996, <C>
between Newport Corporation, a Nevada Corporation, and Robert
G. Deuster, President and Chief Executive Officer
(incorporated by reference to Exhibit 10.3 of the Company's
Form 10-Q for the quarter ended September 30, 1996).*
Exhibit 10.14 Agreement Regarding Retirement Compensation Package dated as
of November 7, 1996 between Newport Corporation and Richard E.
Schmidt*
Exhibit 10.15 Consulting Agreement dated as of November 7, 1996 between
Newport Corporation and Richard E. Schmidt*
Exhibit 21 Subsidiaries of Registrant 38
Exhibit 23 Consent of Independent Auditors 39
Exhibit 27 Financial Data Schedule (Article 5 of 40
Regulation S-X)
</TABLE>
___________
*Required to be filed pursuant to Item 14(a) (3) of Form 10-K
(b) Reports on Form 8-K
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The Company filed no Reports on Form 8-K during the quarter ended December 31,
1996.
Page 4 of 14 Pages
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
NEWPORT CORPORATION
/s/ Robert G. Deuster
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Robert G. Deuster
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Robert C. Hewitt
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Robert C. Hewitt
Vice President, Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
Date: April 4, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on behalf of the following persons by their attorney-in-
fact on behalf of the Registrant and in the capacities and on the dates
indicated.
<TABLE>
<S> <C>
* April 4, 1997
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R. Jack Aplin, Member of the Board Date
* April 4, 1997
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Robert L. Guyett, Member of the Board Date
* April 4, 1997
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Louis B. Horwitz, Member of the Board Date
* April 4, 1997
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Dan L. McGurk, Member of the Board Date
* April 4, 1997
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C. Kumar N. Patel, Member of the Board Date
</TABLE>
Page 5 of 14 Pages
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<TABLE>
<S> <C>
* April 4, 1997
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Richard E. Schmidt, Chairman of the Board Date
* April 4, 1997
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John T. Subak, Member of the Board Date
</TABLE>
*By: /s/ Robert C. Hewitt
-----------------------------------
Robert C. Hewitt
Attorney-in-Fact
Page 6 of 14 Pages
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NEWPORT CORPORATION
FORM 10-K/A
Exhibit Index
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<TABLE>
<CAPTION>
Exhibit Description Sequential
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<C> <S> <C>
3.1 Restated Articles of Incorporation of --
Newport Corporation, a Nevada
corporation, as amended to date
(incorporated by reference to exhibit
in the Company's 1987 Proxy Statement).*
3.2 Restated Bylaws of Newport Corporation, --
a Nevada corporation, as amended to
date (incorporated by reference to
Exhibit 3.2 of the Company's Annual
Report on Form 10-K for the year ended
July 31, 1992).*
10.1 Lease Agreement dated March 27, 1991, --
as amended, pertaining to premises
located in Irvine, California
(incorporated by reference to Exhibit
10.1 of the Company's Annual Report on
Form 10-K for the year ended July 31,
1992).*
10.3 1992 Incentive Stock Plan (incorporated --
by reference to exhibit in the
Company's 1992 Proxy Statement).*
10.4 Loan and Security Agreement dated June --
23, 1993, with exhibits and Promissory
Note (incorporated by reference to
Exhibit 10.4 of the Company's Form 10-Q
for the quarter ended June 30, 1993).*
10.5 Acquisition of subsidiaries of --
Micro-Controle S.A., with exhibits
(incorporated by reference to Form 8-K
filed June 28, 1991, and amended July
23, 1992).*
10.6 Acquisition of Micro-Controle S.A., --
with exhibits (incorporated by
reference to Form 8-K filed September
18, 1991, and amended July 23, 1992).*
10.7 Form of Severance Compensation --
Agreement between Newport Corporation
and certain Executive Officers
(incorporated by reference to Exhibit
10.7 of the Company's Annual Report on
Form 10-K for the year ended December
31, 1993).*
10.8 Stock Purchase Agreement dated as of --
February 14, 1995, among Newport
Corporation as Purchaser, RAM Optical
Instrumentation, Inc. and Mark G.
Arenal, Harry J. Brown, The Harry &
Patricia Brown Living Trust 1994, John
G. Hartwell, and The John G. Hartwell
Family Trust Established 1/3/90 as
Sellers (incorporated by reference to
Exhibit 2.1 of the Company's Form 8-K
filed March 15, 1995).*
</TABLE>
Page 7 of 14 Pages
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<TABLE>
<S> <C> <C>
10.9 Credit Agreement dated as of December --
20, 1995 between Newport Corporation
and ABN AMRO Bank N.V., Los Angeles
International Branch (incorporated by
reference to Exhibit 10.10 of the
Company's Annual Report on Form 10-K
for the year ended December 31, 1995).*
10.10 Note Agreement dated as of May 2, 1996 --
between Newport Corporation and The
Prudential Insurance Company of America
(incorporated by reference to Exhibit
10.8 of the Company's Form 10-Q for the
quarter ended March 31, 1996).*
10.11 First Amendment to Credit Agreement --
dated as of October 31, 1996 between
Newport Corporation and ABN AMRO Bank
N.V., Los Angeles International Branch
(incorporated by reference to Exhibit
10.1 of the Company's Form 10-Q for the
quarter ended September 30, 1996).*
10.12 Severance Compensation Agreement dated --
as of April 8, 1996, between Newport
Corporation, a Nevada Corporation, and
Robert J. Phillippy, Vice President and
General Manager (incorporated by
reference to Exhibit 10.2 of the
Company's Form 10-Q for the quarter
ended September 30, 1996).*
10.13 Severance Compensation Agreement dated --
as of May 1, 1996, between Newport
Corporation, a Nevada Corporation, and
Robert G. Deuster, President and Chief
Executive Officer (incorporated by
reference to Exhibit 10.3 of the
Company's Form 10-Q for the quarter
ended September 30, 1996).*
10.14 Agreement Regarding Retirement
Compensation Package dated as of 9
November 7, 1996 between Newport
Corporation and Richard E. Schmidt
10.15 Consulting Agreement dated as of 11
November 7, 1996 between Newport
Corporation and Richard E. Schmidt
21 Subsidiaries of Registrant* --
23 Consent of Independent Auditors* --
27 Financial Data Schedule (Article 5 of --
Regulation S-X)*
</TABLE>
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* Previously Filed
Page 8 of 14 Pages
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EXHIBIT 10.14
[NEWPORT CORPORATION LETTERHEAD]
November 7, 1996
Mr. Richard E. Schmidt
Re: Retirement Compensation Package
Dear Dick:
I am pleased to report that, in recognition of your outstanding service to
the Company, the Company's Compensation Committee has approved a retirement
compensation package for you. Accordingly, the Company agrees as follows:
1. Nonqualified Stock Options. The Company agrees that the vesting of
--------------------------
the nonqualified stock options currently held by you shall be accelerated,
effective as of the date of your retirement as an employee of the Company, so as
to be exercisable for all of the shares subject thereto (immediately prior to
such acceleration, options for 33,750 shares remained unvested). In addition,
the Company acknowledges and agrees that the option agreements governing such
options permit you to exercise such options for so long as you serve as a member
of the Company's Board of Directors, and for three (3) months thereafter.
2. Restricted Stock. The Company agrees to amend the Restricted Stock
----------------
Award Agreements governing the shares of restricted stock currently held by you
so as to provide that service as a member of the Company's Board of Directors
shall be deemed to constitute "employment with the Company" for purposes of
Section 2.1 thereof, so that the Termination Date (as defined in such
Agreements) shall not be deemed to occur until termination of your service as a
member of the Board.
3. Consulting Agreement. The Company shall enter into a Consulting
--------------------
Agreement with you pursuant to which you will provide consulting services to the
Company for a period of one (1) year, which Agreement shall be renewable, in the
sole discretion of the Company's Board of Directors, for up to four (4)
additional one (1) year terms. Your compensation for such consulting services
shall be $100,000 per year.
4. Health Insurance. The Company shall provide you with supplemental
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health care insurance, without charge, for life.
Page 9 of 14 Pages
<PAGE>
If the foregoing is acceptable, please so indicate by executing a copy of
this letter at the place indicated below and returning it to me at the Company.
If you have any questions, please do not hesitate to call me.
Sincerely,
/s/ Robert G. Deuster
Robert G. Deuster
ACCEPTED AND AGREED:
/s/ Richard E. Schmidt
- ----------------------
Richard E. Schmidt
Page 10 of 14 Pages
<PAGE>
EXHIBIT 10.15
CONSULTING AGREEMENT
--------------------
This Consulting Agreement ("Agreement") is made this 7th day of November,
1996, between Richard E. Schmidt ("Schmidt") and Newport Corporation, a Nevada
corporation ("Newport").
R E C I T A L S
---------------
A. Schmidt has been an employee, Chairman and Chief Executive Officer of
Newport for several years and is scheduled to retire on December 31, 1996; and
B. Newport and Schmidt now desire to provide for a consulting
relationship between the parties following Schmidt's retirement.
NOW THEREFORE, the parties agree as follows:
1. Consulting. Newport shall engage Schmidt as a business consultant and
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Schmidt shall serve Newport in such capacity, upon the terms hereinafter set
forth.
2. Consulting Term. The period of Schmidt's engagement as a consultant
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shall begin on January 1, 1997 and extend for a period of twelve (12) months
thereafter.
Newport may, at its sole option, extend this Agreement for successive
additional twelve (12) month periods or any fraction thereof, subject to the
willingness of Schmidt to continue to serve in the capacity as consultant. Each
such additional period shall be deemed to be a new Consulting Term hereunder.
Should this Agreement be in force at the time of change in control
(defined in Section 5), this Agreement shall automatically renew and extend from
the date of Schmidt's retirement to a date five (5) years later, with all terms
and conditions as set forth herein.
3. Duties. During the Consulting Term, so long as Schmidt is being
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compensated hereunder, Schmidt shall, from time to time, at mutually agreed upon
times, render such advice and consultation in such manner as Newport shall make
known, including without limitation, advice and consultation regarding strategic
planning, management, financial analysis, product planning or other corporate
matters.
Subject to Section 7 regarding confidentiality, Schmidt may engage in
other activities during the Consulting Term, provided he is able to make himself
reasonably available to Newport from time to time for consultation assignments.
4. Compensation - Consulting Term. As compensation for Schmidt's
------------------------------
services as a consultant for each twelve-month Consulting Term, Newport shall
pay Schmidt a fee in the sum of
Page 11 of 14 Pages
<PAGE>
$100,000 plus travel expenses, if any, incurred by Schmidt in rendering such
services. Payment of such amount shall be made on a quarterly basis during each
Consulting Term.
5. Change in Control.
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"Change in control" of Newport shall mean a change in control of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended ("Exchange Act"); provided that, without limitation, such a
change in control shall be deemed to have occurred if (a) any "person" (as such
term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes
the beneficial owner, directly or indirectly, of securities of Newport
representing 30% of more of the combined voting power of Newport's then
outstanding securities ordinarily (apart from rights accruing under special
circumstances) having the right to vote at elections of directors, (b) the
persons who were directors of Newport immediately prior to any merger,
consolidation, sale of assets or securities, contested election, or any
combination of the foregoing, shall as a result thereof cease to constitute a
majority of the Board of Directors of Newport or its successor, or (c)the
persons who were directors of Newport immediately prior to a tender offer or
exchange offer for the voting stock of Newport (other than by Newport or a
subsidiary) shall, within two (2) years after the making of such tender or
exchange offer, cease to constitute a majority of the Board of Directors of
Newport or its successor.
6. Death or Disability.
-------------------
(a) In the event of Schmidt's death or disability prior to a change in
control as set forth in Section 5 above:
(i) If, during the course of the Consulting Term, Schmidt dies,
the consulting provisions of this Agreement, as applicable, shall
terminate, and Schmidt's estate shall be paid, within fifteen (15)
days, a termination settlement of twelve (12) months of fee as set
forth in Section 4(a).
(ii) If, during the course of the Consulting Term, Schmidt
suffers a physical or mental disability due to illness or incapacity
such that, based on competent medical evidence, Schmidt is unable to
carry out the duties to be performed by him hereunder, the consulting
provisions of this Agreement shall terminate, and Schmidt's estate
shall be paid, within fifteen (15) days, a termination settlement of
twelve (12) months of fee as set forth in Section 4(a).
(b) In the event of the death or disability of Schmidt following a
change in control, Schmidt or his estate shall continue to receive payments as
set forth in Section 4 for the remainder of the term of the Agreement, as
defined in Section 2.
7. Confidentiality. During the Consulting Term, Schmidt shall refrain
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from directly or indirectly, for his own account or as agent, servant, employee
or member of any firm (a) disclosing to any other person or entity any
confidential information or trade secrets of Newport, without Newport's written
consent, and (b) engaging, hiring, employing or soliciting the
Page 12 of 14 Pages
<PAGE>
employment of any of Newport's then employees or of the then employees of any of
Newport's affiliates or subsidiaries. The violation of any of these provisions
shall provide just cause for the full and unconditional release, without
liability to Newport, of all of Newport's obligations hereunder.
8. Miscellaneous.
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(a) Assignment. The performance of Schmidt contemplated hereunder is
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personal in nature and, accordingly, neither this Agreement nor any part thereof
may be assigned by either party hereto.
(b) Successors and Affiliates. Except as otherwise provided herein,
-------------------------
this Agreement is binding upon and shall inure to the benefit of the parties
hereto and their respective successors, assigns, heirs and personal
representatives and, in the case of Newport, any successor by operation of law
or otherwise. Newport shall require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of Newport, by agreement in form satisfactory to
Schmidt, to expressly assume and perform this Agreement in the same manner and
to the same extent that Newport would be required to perform and if no such
succession had taken place.
(c) Waiver and Amendment. A party's failure to enforce any of its
--------------------
rights hereunder shall not be deemed to be a waiver of such rights, unless such
waiver is in writing and signed by the waiving party. Waiver of any one breach
shall not be deemed to be a waiver of any other breach of the same or any other
provisions hereof. This Agreement may be amended only by a written agreement
executed by either party hereto.
(d) Governing Law. The validity of this Agreement, the construction
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of its terms and the determination of the rights and duties of the parties
hereto shall all be governed by the laws of the State of California.
(e) Entire Agreement. This Agreement contains the sole and entire
----------------
agreement and understanding of the parties with respect to the subject matter
hereof, and any and all prior discussions, negotiations, commitments, letters of
intent, memoranda, writings and understandings related hereto, are hereby
superseded. No representations oral or otherwise, express or implied, other
than those contained herein, have been made by any party hereto.
(f) Severability. This Agreement is severable to the extent that if
------------
any of its provisions should be declared invalid by court of competent
jurisdiction, the validity and enforceability of the remaining provisions shall
not thereby be adversely affected.
Page 13 of 14 Pages
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Consulting
Agreement as of the date and year first above written.
NEWPORT CORPORATION,
a Nevada corporation
By: /s/ Robert G. Deuster
--------------------------
Robert G. Deuster,
Chief Executive Officer
/s/Richard E. Schmidt
--------------------------
Richard E. Schmidt
Page 14 of 14 Pages
