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EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
NEWPORT CORPORATION
The undersigned, Karina L. Page, Vice President, Treasurer and Assistant
Secretary of Newport Corporation, does hereby certify:
That the Board of Directors of said corporation at a meeting duly convened,
held on the 9th day of February, 2000, adopted a resolution to amend the
original articles as follows:
Article Fourth is hereby amended to read as follows:
"FOURTH: The Corporation is authorized to issue 75,000,000 shares of
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common stock, $0.1167 stated value. Except as may be determined by the
Board of Directors in its discretion, no holder of shares of the common
stock of this Corporation shall have any preemptive right to acquire
unissued shares, treasury shares, or securities convertible into such
shares. Upon the effectiveness of this Amendment, each issued and
outstanding share of Common Stock shall be automatically and without any
action on the part of the holder thereof split, reclassified as and changed
into three (3) shares of the Corporation's Common Stock, $0.1167 stated
value per share."
The number of shares of the Corporation's stock outstanding and entitled to
vote on the foregoing amendment to the Articles of Incorporation is 9,391,047
shares of Common Stock; that the said changes and amendment have been consented
to and approved by a majority vote of the stockholders holding at least a
majority of each class of stock outstanding and entitled to vote thereon.
/s/ Karina L. Page
________________________________
Karina L. Page,
Vice President, Treasurer and
Assistant Secretary
