<PAGE>
As filed with the Securities and Exchange Commission on December 29, 2000
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
______________________
NEWPORT CORPORATION
(Exact name of registrant as specified in its charter)
______________________
Nevada 94-0849175
(I.R.S. Employer
(State or other jurisdiction of Identification No.)
incorporation or organization)
1791 Deere Avenue, Irvine, California 92606
(949) 863-3144
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
______________________
Robert G. Deuster
Chairman and Chief Executive Officer
Newport Corporation
1791 Deere Avenue
Irvine, California 92606
(949) 863-3144
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
K.C. Schaaf, Esq.
Jeffrey B. Coyne, Esq.
Stradling Yocca Carlson & Rauth
660 Newport Center Drive
Suite 1600
Newport Beach, California 92660
(949) 725-4000
______________________
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION> Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered per share(1) offering price fee
<S> <C> <C> <C> <C>
Common Stock, 120,847
$0.1167 stated value shares $72.31 $8,738,446.50 $2,184.61
</TABLE>
(1) The offering price is estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) using the average of the
high and low prices reported by the Nasdaq National Market for the
Registrant's Common Stock on December 21, 2000, which was $72.31 per share.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
NEWPORT CORPORATION
120,847 Shares of Common Stock
($0.1167 stated value)
-----------------------
This prospectus relates to the offer and sale from time to time of up to
120,847 shares of our Common Stock which are held by Lacine Holding B.V.
("Lacine"), a current stockholder, for its own benefit or by any of its donees,
transferees, pledgees or other successors in interest that receive such shares
as a gift or other non-sale related transfer. The shares of our Common Stock
offered pursuant to this prospectus were originally issued to Lacine in
connection with the acquisition of the business of C.E. Johansson A.B. by
Newport Corporation.
All or a portion of the Common Stock offered by this prospectus may be
offered for sale, from time to time on the Nasdaq National Market or on one or
more exchanges, or otherwise at prices and terms then obtainable, or in
negotiated transactions. The distribution of these securities may be effected in
one or more transactions that may take place on the over-the-counter market,
including, among others, ordinary brokerage transactions, privately negotiated
transactions or through sales to one or more dealers for resale of such
securities as principals, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. We will
not receive any of the proceeds from the sale of the shares. We will bear all
expenses of registration incurred in connection with this offering, except that
Lacine will pay any applicable brokerage fees, commissions and transfer taxes.
Our Common Stock is quoted on the Nasdaq National Market under the symbol
"NEWP." On December 28, 2000, the last reported sale price of our Common Stock
was $85.75 per share.
See "Risk Factors" beginning on page 4 to read about the risks you should
consider carefully before buying shares of our Common Stock.
-------------------------
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement containing this
prospectus, which has been filed with the Securities and Exchange Commission, is
declared effective. This prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
-------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
----------------------------
The date of this Prospectus is December 29, 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Cautionary Note Regarding Forward-Looking Statements............
The Company.....................................................
Risk Factors....................................................
Where You Can Find Additional Information.......................
Use of Proceeds.................................................
Selling Stockholders............................................
Plan of Distribution............................................
Legal Matters...................................................
</TABLE>
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the sections entitled "Prospectus Summary" and
"Risk Factors," as well as certain information incorporated by reference herein,
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These
statements relate to future events or our future financial performance and
involve known and unknown risks, uncertainties and other factors that may cause
our or our industry's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by the forward-
looking statements. These risks and other factors include those listed under
"Risk Factors" and elsewhere in this prospectus. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential," "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions. In evaluating these
statements, you should specifically consider various factors, including the
risks outlined under "Risk Factors" and the other information contained in our
publicly-available filings with the Securities and Exchange Commission.
You should not place undue reliance on any forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of these forward-
looking statements. Except as otherwise required by federal securities laws, we
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, changed
circumstances or any other reason after the date of this prospectus.
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THE COMPANY
This summary highlights selected information from this prospectus and does
not contain all of the information that may be important to you. To understand
the risks involved in your investment decision, you should read carefully this
entire prospectus, including the risk factors and our financial statements, and
the documents to which we refer you.
Newport Corporation is a global supplier of high-precision test,
measurement and automation systems and subsystems. We enable manufacturers of
fiber optic components, semiconductors and other high-precision products to
automate their manufacturing processes, enhance product performance and improve
manufacturing efficiencies and yields. Our products combine our proven motion
control, vibration isolation and non-contact vision metrology technologies with
advanced software and in-depth industry and process expertise to allow
manufacturers to design and implement high-volume, high quality manufacturing
and testing processes. Using our systems and subsystems, manufacturers of fiber
optic components, semiconductors, computer peripherals and other high-precision
products can reduce the need for labor-intensive manual manufacturing tasks and
implement new technologies and designs more readily, thereby reducing
manufacturing costs and shortening time to market. We also provide sophisticated
high-precision equipment to commercial, academic and governmental research
institutions worldwide that engage in advanced research and development
activities. Our involvement in advanced research activities enables us to
incorporate technological advancements into future generations of products and
to address new market opportunities. Growth in the fiber optic and semiconductor
markets, as well as in other markets, is creating pressure on component
suppliers to rapidly introduce new products and technologies that keep pace with
industry demand and technological innovation. Traditionally, companies have
attempted to address technological and production-related challenges by
implementing internally designed manufacturing systems. As demand for their
products has grown, and as products become more complex and short-lived, it is
becoming increasingly impractical for established manufacturers to remain
vertically integrated, applying resources toward both product development and
manufacturing process engineering. In addition, many optical component start-ups
lack the expertise and resources required to develop automated test and assembly
systems. Consequently, established vendors and new start-ups alike are seeking
third party expertise to commercialize their products and technologies. Our
products address the exacting requirements of manufacturers in the fiber optic
component, semiconductor, computer peripheral and other industries that
incorporate advanced technologies and manufacturing processes. Leveraging our
extensive product portfolio and over 30 years of experience, we collaborate with
our customers to assist them in designing efficient manufacturing, assembly and
test processes which we incorporate into flexible, automated systems and
subsystems. We deliver our products as stand-alone integrated systems, or as
value-added subsystems, which are combined with third party equipment to create
specialized systems. We market our components and systems to our more than 4,000
customers worldwide through our direct sales force and network of distributors
and
<PAGE>
sales representatives. Our customers include leading manufacturers and research
organizations across a number of markets including fiber optic components,
semiconductors, computer peripherals, aerospace and research, and industrial
metrology.
We commenced operations in 1969. Our offices are located at 1791 Deere
Avenue, Irvine, California 92606. Our telephone number is (949) 863-3144, and
our website is http://www.newport.com. Information contained on our website, or
other sites linked to it, does not constitute a part of this prospectus.
RISK FACTORS
This offering involves a high degree of risk. We have attempted to identify
the material risks that we believe exist. You should carefully consider the
following risks, as well as all of the other information contained in this
prospectus, before purchasing any of our common stock. Any of the following
risks could materially adversely affect our business, financial condition and
operating results. If events outlined below were to occur, the trading price of
our common stock could decline, and you may lose all or part of your investment.
Risks Relating To Our Business
Our quarterly operating results are difficult to predict, and if we fail to meet
the expectations of investors or securities analysts, the market price of our
common stock would likely decline significantly.
Our operating results in any given quarter have fluctuated and will likely
continue to fluctuate. These fluctuations are typically unpredictable and can
result from numerous factors including:
. the timing of customer orders and shipments within a given quarter;
. fluctuations in the economic conditions of the markets for our products;
. demand for our products and the products sold by our customers;
. our ability to manufacture a sufficient quantity of our products;
. variations in the mix of products we sell in each of the markets in which
we do business;
. our timing in introducing new products;
. changes in our pricing policies or in the pricing policies of our
competitors or suppliers;
. market acceptance of any new or enhanced versions of our products;
. the availability and cost of key components we use to manufacture our
products;
<PAGE>
. fluctuations in foreign currency exchange rates;
. timing of our competitors in introducing new products; and
. our levels of expenses.
We may in the future choose to reduce prices, increase spending, or add or
eliminate products in response to actions by our competitors or as an effort to
pursue new market opportunities. These actions may also adversely affect our
business and operating results and may cause our quarterly results to be lower
than the results of previous quarters. We believe that quarter-to-quarter
comparisons of results from operations, or any other similar period-to-period
comparisons, are not meaningful and should not be construed as reliable
indicators of our future performance. In any period, our results may be below
the expectations of market analysts and investors, which would likely cause the
trading price of our common stock to drop.
We are highly dependent on the growth of the fiber optic communications industry
and on our customers who serve this industry.
A substantial portion of our current and future business comes from sales
to companies that manufacture components for fiber optic communications systems.
The fiber optics communications market is characterized by rapid technological
change, frequent product introductions, changing customer requirements and
evolving industry standards. Because our customers face uncertainties with
regard to the growth and requirements of this market, their products and
components may not achieve, or continue to achieve, anticipated levels of market
acceptance. If our customers are unable to deliver products that gain market
acceptance with fiber optic systems vendors, it is likely that these customers
will not purchase our products or will purchase smaller quantities of our
products. We often invest substantial resources in helping our customers develop
products and manufacturing processes in advance of significant sales of our
products to such customers. A failure on the part of our customers' products to
gain market acceptance, or a failure of the fiber optic communications market as
a whole to grow would have a significant negative effect on our business and
results of operations.
If we are unable to continue to meet the demand for our products in the fiber
optic communications market, we may not be able to sustain our growth rate.
The fiber optic communications market has experienced significant growth
over the past few years, and demand for the products we sell to companies that
manufacture components for fiber optic communications systems has increased
accordingly. If we cannot significantly increase our manufacturing capacity, we
may not be able to meet the demand for our products in the future and our growth
rate may decline.
<PAGE>
The markets and industries that we serve are subject to rapid technological
change, and if we do not introduce new and innovative products or improve our
existing products, our business and results of operations will be negatively
affected.
Our markets are characterized by rapid technological advances, evolving
industry standards, shifting customer needs and new product introductions and
enhancements. Products in our markets often become outdated quickly and without
warning. We depend to a significant extent upon our ability to enhance our
existing products, to address the demands of the marketplace for new and
improved technology and to be price competitive. We may not be successful in
developing, manufacturing or marketing new products on a timely or cost-
effective basis. If we fail to adequately introduce new, competitive products on
a timely basis, our business and results of operations would be harmed.
We offer products for multiple industries and must face the challenges of
supporting the distinct needs of each of our markets.
We market products for the fiber optic component, semiconductor capital
equipment, industrial metrology, aerospace and research markets. Because we
operate in multiple markets, we must work constantly to understand the needs,
standards and technical requirements of several different industries and must
devote significant resources to developing different products for these
industries. Product development is costly and time consuming. Many of our
products are used by our customers to develop, manufacture and test their own
products. As a result, we must anticipate trends in our customers' industries
and develop products before our customers' products are commercialized. If we do
not accurately predict our customers' needs and future activities, we may invest
substantial resources in developing products that do not achieve broad market
acceptance. Our decision to continue to offer products to a given market or to
penetrate new markets is based in part on our judgment of the size, growth rate
and other factors that contribute to the attractiveness of a particular market.
If our product offerings in any particular market are not competitive or our
analyses of a market are incorrect, our business and results of operations would
be harmed.
Because our sales cycle is long and difficult to predict, we may experience
fluctuations in our operating results.
Many of our products are complex, and customers for these products require
substantial time to make purchase decisions. These customers often perform, or
require us to perform, elaborate testing and evaluation of our products before
committing to purchasing them. The sales cycle for our products typically
varies, is difficult to predict and can last as long as one year. Orders
expected to be shipped in any one quarter may be delayed to subsequent quarters,
which could cause our operating results to fluctuate from period to period.
These fluctuations could harm our results of operations and cause our stock
price to drop.
<PAGE>
If we are unable to attract, retain and motivate our employees, our business and
results of operations will suffer.
Our ability to maintain and grow our business is directly related to the
service of our employees in each area of our operations. Our future performance
will be directly tied to our ability to hire, train, motivate and retain
qualified personnel. Competition for personnel in the technology marketplace is
intense, particularly for employees with expertise in fiber optics. If we are
unable to hire sufficient numbers of employees with the experience and skills we
need or to retain our employees, our business and results of operations would be
harmed.
We face significant risks from doing business in foreign countries.
Our business is subject to risks inherent in conducting business
internationally. In 1999, 1998 and 1997, our international revenues accounted
for approximately 36.5%, 34.8% and 35.3%, respectively, of our total net sales,
with a substantial portion of sales originating in Europe. We expect that
international revenues will continue to account for a significant percentage of
our total net sales for the foreseeable future. As a result of our international
operations, we face various risks, which include:
. adverse changes in the political or economic conditions in countries or
. regions where we manufacture or sell our products;
. challenges of administering our business globally;
. compliance with multiple and potentially conflicting regulatory
requirements including export requirements, tariffs and other trade
barriers;
. longer accounts receivable cycles;
. overlapping or differing tax structures;
. adverse currency fluctuations;
. differing protection of intellectual property;
. difficulties in staffing and managing each of our individual foreign
operations; and
. trade restrictions and licensing requirements.
As a result of our international operations, fluctuations in foreign
exchange rates could affect the sales price in local currencies of our products
in foreign markets, potentially making our products less competitive. In
addition, exchange rate fluctuations could increase the costs and expenses of
our foreign operations or require us to modify our current business practices.
<PAGE>
If we experience any of the risks associated with international business, our
business and results of operations could be significantly harmed.
We face substantial competition, and if we fail to compete effectively, our
operating results will suffer.
The markets for our products are intensely competitive, and we believe that
competition from both new and existing competitors will increase in the future.
We compete in several specialized market segments, against a limited number of
companies. We also face competition in some of our markets from our existing and
potential customers who have developed or may develop products that are
competitive to ours. Many of our existing and potential competitors are more
established, enjoy better name recognition and possess greater financial,
technological and marketing resources than we do. Other competitors are small,
and highly specialized firms that are able to focus on only one aspect of a
market. We compete on the basis of product features, quality, reliability and
price and on our ability to manufacture and deliver our products on a timely
basis. We may not be able to compete successfully in the future against existing
or new competitors. In addition, competitive pressures may force us to reduce
our prices, which could negatively affect our operating results. If we do not
respond adequately to competitive challenges, our business and results of
operations would be harmed.
Acquisitions of additional business, products or technologies we may make could
negatively affect our business.
We have acquired businesses and technologies in the past and expect to
pursue acquisitions of other companies, technologies and complementary product
lines in the future. Any acquisition would involve risks to our business,
including:
. our ability to integrate the acquired business' operations, products and
personnel;
. our ability to retain key personnel of the acquired businesses;
. our ability to manufacture and sell the products of the acquired
businesses;
. a decline in demand by our customers for the acquired business' products;
. our ability to expand our financial and management controls and reporting
systems and procedures to incorporate the acquired businesses;
. diversion of management's time and attention;
. customer dissatisfaction or performance problems with the products or
services of an acquired firm;
. assumption of unknown liabilities, or other unanticipated events or
circumstances; and
<PAGE>
. the need to record significant one-time charges or amortize intangible
assets, which could lower our reported earnings.
We cannot assure you that any business that we may acquire will achieve
anticipated revenues and operating results, which could decrease the value of
the acquisition to us. Any of these risks could materially harm our business,
financial condition and results of operations.
If we are delayed in introducing our new products into the marketplace, or if
our new products contain defects, our operating results will suffer.
Because our products are sophisticated and complex, we may experience
delays in introducing new products or enhancements to our existing products. If
we do not introduce our new products or enhancements into the marketplace in a
timely fashion, our customers may choose to use competitors' products. Our
inability to introduce new or enhanced products in a timely manner could cause
our business and results of operations to suffer. Our products may also contain
defects or undetected errors. As a result, we could incur substantial expenses
in fixing any defects or undetected errors, which could result in damage to our
competitive position and harm our business and results of operations.
We rely on several sole-source and limited source suppliers.
We obtain some of the materials used to build our systems and subsystems,
such as the sheet steel used in some of our vibration isolation tables, from
single or limited sources due to unique component designs as well as specialized
quality and performance requirements needed to manufacture our products. If our
components or raw materials are unavailable in adequate amounts or are
unavailable on satisfactory terms, we may be required to purchase them from
alternative sources, if available, which could increase our costs and cause
delays in the production and distribution of our products. If we do not obtain
comparable replacement components from other sources in a timely manner, our
business and results of operations will be harmed. Many of our suppliers require
long lead-times to deliver the quantities of components that we need. If we
fail to accurately forecast our needs, or if we fail to obtain sufficient
quantities of components that we use to manufacture our products, then delays or
reductions in production and shipment could occur, which would harm our business
and results of operations.
Natural disasters could disrupt or shut down our operations.
Our operations are susceptible to damages from earthquakes, floods, fire,
loss of power or water supplies, or other similar contingencies. A significant
portion of our facilities are located in areas with above average seismic
activity. If any of our facilities were to experience a catastrophic loss, it
could disrupt our operations, delay production, shipments and revenue, and
result in large expenses to repair or replace the facility, any of which would
harm our business, results of operations and financial condition.
<PAGE>
Risks Relating to Our Industry
The markets for our products are cyclical, and a downturn in a market could
harm our business.
We do business in several cyclical industries, and we are susceptible to
any downturns in each. In particular, the semiconductor industry, where we do a
substantial amount of our business, is particularly prone to abrupt downward
turns, as was the case in 1998 and 1999. When the business cycle of one of these
industries is in decline, the businesses of companies that supply equipment to
that particular industry, such as our company, also generally experience a
downturn since the demand for capital equipment to manufacture the products of
that industry generally declines as well. Other industries in which we do
business can be seasonal in the demand for products. If one or more of the
industries in which we operate experiences a downturn, our business and results
of operations could be significantly harmed.
Any decline in our customers' research budgets will negatively impact our
operating results.
A significant amount of our revenues are derived from selling our products
to research institutions in the United States and various foreign countries. We
anticipate that sales to such institutions will continue to account for a
significant portion of our revenues in the foreseeable future. Thus, our future
performance is directly dependent in part upon the capital expenditure budgets
of our research institution customers and the continued demand by such customers
for our products. Domestic and foreign research institutions could experience
constraints on their capital expenditure budgets due to factors such as reduced
governmental funding of research activities, changes in research focus or
reduced defense spending. Our operating results may be subject to fluctuations
as a consequence of funding constraints. If funding constraints are imposed and
if they persist for an extended period of time, our business and results of
operations would be harmed.
If any third parties claim that we infringe upon their intellectual property
rights, we could face substantial licensing or litigation costs, or could be
forced to stop selling some of our products.
Our products are complex and include substantial amounts of technology. It
is possible that technology incorporated in our products, or the trademarks
under which they are marketed, may infringe the intellectual property rights of
others. Third parties who believe that our products or trademarks infringe upon
their intellectual property may assert such rights, which could result in
litigation. For example, we are currently engaged in litigation with a third
party that claims that our use of the "Newport" mark infringes their rights.
Any litigation over intellectual property rights, whether with or without merit,
would be time consuming, expensive and distracting to our management.
Litigation could also subject us to extensive liabilities, including monetary
damages and injunctions preventing us from selling certain of our products or
from using one or more of our trademarks. Moreover, we could be forced to enter
into licensing agreements or sell the rights to our products or technology on
unfavorable terms, in order to avoid claims of infringement. Unfavorable
outcomes regarding claims of infringement
<PAGE>
of the intellectual property rights of third parties could harm our business,
results of operation and financial condition.
We must protect and enforce our intellectual property rights to remain
competitive.
Our success depends in part on our ability to protect our intellectual
property rights such as patents, trademarks, copyrights, trade secrets,
confidentiality agreements and license agreements. If we are unsuccessful in
protecting and enforcing our intellectual property rights, our business and
results of operations could be harmed. In addition, our pending and future
patent and trademark applications may be rejected, or our competitors may
contest the scope or validity of our applications or existing rights, which
could weaken our competitive position.
Third parties may infringe our intellectual property rights or devise
designs that circumvent our intellectual property, and we may not be able to
detect this unauthorized use or effectively enforce our rights. If any third
parties infringe our intellectual property rights, we could incur significant
costs in defending our rights. Since we do business in foreign countries, we
face the additional challenge of protecting and enforcing our intellectual
property rights worldwide. The laws of many foreign countries may not protect
our intellectual property rights as fully as those of the United States.
Unauthorized use or misappropriation of our intellectual property, and our
ability to remedy the misuse, could materially harm our business, results of
operations and financial condition.
We are required to comply with government regulations, and we may incur
significant expenses complying with these regulations.
Many of our products are subject to government regulations on federal,
state and local levels, as well as to the government regulations of any of the
foreign countries in which we do business. In addition, our products must comply
with relevant industry standards, such as ISO 9000 and Network Equipment
Building Standards. We are required to make substantial efforts to ensure
compliance with these regulations and standards and to remedy any deficiencies.
If we fail to comply with all required government regulations, we could incur
fines or be forced to curtail segments of our business. In addition, many of our
customers operate in regulated industries, which means that we must comply with
any applicable regulations and standards within these industries. Our failure to
comply with any of the regulations and standards will likely impair our ability
to remain competitive and could harm our business and results of operations.
If we fail to comply with the rules and regulations governing government
contracts, our business and results of operations could suffer.
We regularly enter into contracts with government agencies, or subcontracts
with government contractors, which require us to abide by the special rules and
regulations governing government contracts. We may also be required to submit to
investigations by government agencies to ensure compliance with the rules and
regulations or with the provisions of any such government contracts to which we
may be a party. If any governmental agency elected to investigate or review our
practices with respect to government contracts, we would be required
<PAGE>
to cooperate with the investigation, which would likely result in significant
distraction for management and other key employees. If we are found to not have
been in compliance with the rules and regulations governing government contracts
or the provisions of any government contracts, our business and results of
operations could be harmed.
We may incur expenses to comply with environmental regulations.
There are aspects of our business that involve substances that could pose a
threat of contamination to the environment. We may in the future incur expenses
resulting from environmental remediation activities, or in connection with
complying with current or future environmental regulations. Environmental
remediation is costly, time consuming and could result in lengthy proceedings
that could distract our management. If we are required to remediate any
environmental hazard, our business, results of operations and financial
condition could be harmed.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed a registration statement on Form S-3 with the Securities and
Exchange Commission with respect to the Common Stock offered by this prospectus.
This prospectus, which constitutes a part of the registration statement, does
not contain all of the information set forth in the registration statement or
the exhibits and schedules which are part of the registration statement. You may
read and copy any document we file at the Securities and Exchange Commission's
public reference rooms in Washington D.C. We refer you to the registration
statement and the exhibits and schedules thereto for further information with
respect to us and our Common Stock. Please call the Securities and Exchange
Commission at 1-800-SEC-0330 for further information on the public reference
room. Our Securities and Exchange Commission filings are also available to the
public from the Securities and Exchange Commission's website at www.sec.gov.
We are subject to the information and periodic reporting requirements of
the Exchange Act and, in accordance with those requirements, will continue to
file periodic reports, proxy statements and other information with the
Securities and Exchange Commission. These periodic reports, proxy statements and
other information will be available for inspection and copying at the Securities
and Exchange Commission's public reference rooms and the Securities and Exchange
Commission's website referred to above.
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with the Securities and Exchange Commission,
which means that we can disclose important information to you by referring to
those documents. We incorporate by reference the documents listed below and any
additional documents filed by us with the Securities and Exchange Commission
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until this offering
of securities is terminated. The information we incorporate by reference is an
important part of this prospectus, and any information that we file later with
the Securities and Exchange Commission will automatically update and supersede
this information.
The documents we incorporate by reference are:
<PAGE>
1. Our Annual Report on Form 10-K for the fiscal year ended December 31,
1999;
2. Our Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2000;
3. Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2000;
4. Our Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2000;
5. Our Current Report on Form 8-K, dated August 31, 2000;
6. The description of our capital stock contained in our Registration
Statement on Form 8-A; and
7. All other reports filed by us pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1999.
You may request a copy of these filings, at no cost, by writing or calling
us at Newport Corporation, 1791 Deere Avenue, Irvine, California 92606,
telephone number (949) 863-3144, Attention: Patricia Clemens.
You should rely only on the information contained in this prospectus or any
supplement and in the documents incorporated by reference above. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus or any supplement or in the
documents incorporated by reference is accurate on any date other than the date
on the front of those documents.
USE OF PROCEEDS
The proceeds from the sale of Lacine's Common Stock will belong to Lacine.
We will not receive any proceeds from such sales.
SELLING STOCKHOLDER
We entered into a Share Purchase Agreement dated December 11, 2000 with
Lacine, under which we acquired from Lacine the business of C.E. Johansson A.B.
in exchange for 120,847 shares of our Common Stock. In connection with the
transaction, we agreed to file a registration statement with the Securities and
Exchange Commission to register the 120,847 shares of Common Stock received by
Lacine for resale.
The following table sets forth: (1) the number of shares of our Common
Stock owned by Lacine prior to this offering; (2) the number of shares being
offered pursuant to this prospectus; and (3) the percentage of the total
outstanding shares to be owned by Lacine after this offering.
<PAGE>
Upon completion of the offering, assuming all of the shares held by Lacine being
registered hereby are sold and that Lacine acquires no additional shares of
Common Stock prior to the completion of this offering, Lacine will not
beneficially own any shares of our Common Stock.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
Name of Selling Common Stock Common Stock Being Common Stock Owned Percentage of
Stockholder Owned Prior to Offered Pursuant Upon Completion of Common Stock Owned
the Offering (1) to this Prospectus this Offering Upon Completion of
this Offering
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Lacine Holding A.B. 120,847 120,847 0 *
-----------------------------------------------------------------------------------------------------
</TABLE>
* Less than 1%
(1) To our knowledge, the number of shares of Common Stock which Lacine owned
prior to this offering consists solely of those shares of Common Stock
issued in connection with our acquisition of the business of C.E. Johansson
A.B.
Under the terms of the Share Purchase Agreement, 16,919 shares of the
120,847 total shares of our Common Stock that we issued to Lacine under the
Share Purchase Agreement are being held in escrow in connection with the
purchase price adjustment and indemnity obligations of Lacine under the Share
Purchase Agreement. We will deliver 4,834 of such shares to Lacine, if
applicable, to the extent such shares or any portion of such shares are not
surrendered to us to satisfy any purchase price adjustment obligations of Lacine
under the Share Purchase Agreement. We will deliver the remaining 12,085 of
such shares to Lacine on or before December 10, 2001, to the extent such shares
or any portion of such shares are not surrendered to us to satisfy any
indemnification obligations of Lacine under the Share Purchase Agreement.
PLAN OF DISTRIBUTION
The shares of our Common Stock offered pursuant to this prospectus may be
offered and sold from time to time by Lacine, or its donees, transferees,
pledgees or other successors in interest that receive such shares as a gift or
other non-sale related transfer. Lacine will act independently of us in making
decisions with respect to the timing, manner and size of each sale. All or a
portion of the Common Stock offered by this prospectus may be offered for sale
from time to time on the Nasdaq National Market or on one or more exchanges, or
otherwise at prices and terms then obtainable, or in negotiated transactions.
The distribution of these securities may be effected in one or more transactions
that may take place on the over-the-counter market, including, among others,
ordinary brokerage transactions, privately negotiated transactions or through
sales to one or more dealers for resale of such securities as principals, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by Lacine.
We will not receive any part of the proceeds from the sale of Common Stock.
Lacine and intermediaries through whom such securities are sold may be deemed
"underwriters" within the meaning of the Securities Act, in which event
commissions received by such intermediary may
<PAGE>
be deemed to be underwriting commissions under the Securities Act. We will pay
all expenses of the registration of securities covered by this prospectus.
Lacine will pay any applicable underwriters' commissions and expenses, brokerage
fees or transfer taxes.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed on
by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach,
California.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 14. Other Expenses of Issuance and Distribution
The following sets forth the costs and expenses, all of which shall be
borne by the Registrant, in connection with the offering of the shares of Common
Stock pursuant to this Registration Statement:
Securities and Exchange Commission Fee................... $ 2,184.61
Accounting Fees and Expenses*............................ $ 5,000.00
Legal Fees and Expenses*................................. $10,000.00
Printing Costs*.......................................... $ 480.00
----------
Total............................................... $17,664.61
==========
* Estimated
Item 15. Indemnification of Directors and Officers.
The registrant's articles of incorporation provides that the registrant
shall indemnify its directors to the full extent permitted by the General
Corporation Law of the State of Nevada and may indemnify its officers and
employees to such extent, except that the registrant shall not be obligated to
indemnify any such person (l) with respect to proceedings, claims or actions
initiated or brought voluntarily by any such person and not by way of defense,
or (2) for any amounts paid in settlement of an action indemnified against by
the registrant without the prior written consent of the registrant. The
registrant has entered into indemnity agreements with each of its directors and
executive officers. These agreements may require the registrant, among other
things, to indemnify such directors or executive officers against certain
liabilities that may arise by reason of their status or service as directors or
executive officers, to advance expenses to them as they are incurred, provided
that they undertake to repay the amount advanced if it is ultimately determined
by a court that they are not entitled to indemnification, and to obtain
directors' and officers' liability insurance if available on reasonable terms.
The registrant will obtain directors' and officers' liability insurance prior to
consummation of this offering. In addition, the registrant's articles of
incorporation provides that a director of the registrant shall not be personally
liable to the registrant or its stockholders for monetary damages for breach of
his or her fiduciary duty as a director, except for liability (1) for any breach
of the director's duty of loyalty to the registrant or its stockholders, (2) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) for willful or negligent conduct in paying
dividends or repurchasing stock out of other than lawfully available funds or
(4) for any transaction from which the director derives an improper personal
benefit. Reference is made to Section 78.751 of the General Corporation Law of
the State of Nevada which provides for indemnification of directors and officers
in certain circumstances. Under the terms of the underwriting agreement, the
underwriters have agreed to indemnify, under certain conditions, the registrant,
its directors, certain of its officers and persons who control the registrant
within the meaning of the Securities Act of 1933.
<PAGE>
Item 16. Exhibits.
2.1 Share Purchase Agreement dated December 12, 2000 among the Company and
Lacine Holding B.V.*
5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation
23.1 Consent of Independent Auditors
23.2 Consent of Stradling Yocca Carlson & Rauth (included in Exhibit 5.1)
------------------------------
* To be filed by amendment.
Item 17. Undertakings.
(1) To provide to the underwriters at the closing specified in the
underwriting agreement, certificates in such denominations and registered in
such names as required by the underwriters to permit prompt delivery to each
purchaser. (2) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue. (3) For
purposes of determining any liability under the Securities Act, (i) the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective and (ii) each post-effective
amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it has met all of the
requirements for filing on Form S-3 and has caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Irvine, State of California, on the 28th day of December, 2000.
NEWPORT CORPORATION
By: /s/ Robert G. Deuster
-----------------------------------
Robert G. Deuster
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Newport Corporation, do
hereby constitute and appoint Robert G. Deuster and Charles F. Cargile, or
either of them, our true and lawful attorney-in-fact and agent with full power
of substitution and re-substitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, or any related
registration statement that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the SEC,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
------------------------------ --------------------------------- -----------------
<S> <C> <C>
/s/ Robert G. Deuster Chairman of the Board, President December 28, 2000
------------------------------ and Chief Executive Officer
Robert G. Deuster (Principal Executive Officer)
/s/ Charles F. Cargile Vice President, Chief Financial December 28, 2000
------------------------------ Officer and Secretary
Charles F. Cargile (Principal Financial Officer)
/s/ William R. Abbot Vice President and Corporate December 28, 2000
------------------------------ Controller
William R. Abbott (Principal Accounting Officer)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
------------------------------ ------------------------- -----------------
<S> <C> <C>
/s/ R. Jack Aplin Director December 28, 2000
------------------------------
R. Jack Aplin
/s/ Robert L. Guyett Director December 28, 2000
------------------------------
Robert L. Guyett
/s/ C. Kumar N. Patel Director December 28, 2000
------------------------------
C. Kumar N. Patel
/s/ Kenneth F. Potashner Director December 28, 2000
------------------------------
Kenneth F. Potashner
Director December , 2000
------------------------------ --
Richard E. Schmidt
/s/ John T. Subak Director December 28, 2000
------------------------------
John T. Subak
</TABLE>
