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As Filed With the Securities and Exchange Commission on September 28, 2000
Registration No. 333-________
UNITED STATES
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
(State or other jurisdiction of (I.R.S. Employer 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)
Copy 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 public: The later of
October 25, 2000 or as soon as possible after the effective date of this
Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, please check the following box
and list the Securities Act registration statement number of the 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
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Title of securities Amount to be Proposed maximum offering Proposed maximum Amount of
to be registered registered price per share (1) aggregate offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock, 165,000 $167.16 $27,581,400.00 $7,281.49
$0.1167 stated value shares
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(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 September 21, 2000, which was $167.16 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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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PROSPECTUS Dated September 28, 2000
NEWPORT CORPORATION
165,000 Shares of Common Stock
($0.1167 stated value)
_________________
This prospectus relates to the offer and sale from time to time of up to
165,000 shares of our Common Stock which are held by certain of our current
stockholders named in this prospectus (the "Selling Stockholders") for their own
benefit or by donees, transferees, pledgees or other successors in interest of
such stockholders 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 the Selling Stockholders in connection with the
acquisition of Unique Equipment Co. 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 the Selling Stockholders will pay all any applicable brokerage fees,
commissions and transfer taxes.
Our Common Stock is quoted on the Nasdaq National Market under the symbol
"NEWP." On September 27, 2000, the last reported sale price of our Common
Stock was $173.00 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 September 28, 2000.
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TABLE OF CONTENTS
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Page
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Cautionary Note Regarding Forward-Looking Statements............... 2
The Company........................................................ 3
Risk Factors ...................................................... 4
Where You Can Find Additional Information.......................... 11
Use of Proceeds.................................................... 12
Selling Stockholders............................................... 13
Plan of Distribution............................................... 14
Legal Matters...................................................... 14
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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 and Section 21E of the Securities Exchange
Act of 1934, as amended. 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 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.
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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;
. 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.
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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.
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
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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.
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;
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. 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.
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;
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. 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
. 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.
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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 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
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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 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
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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 SEC 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 SEC'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 SEC at 1-800-SEC-0330 for further information on the public reference room.
Our SEC filings are also available to the public from the SEC's website at
www.sec.gov.
We are subject to the information and periodic reporting requirements of
the Securities Exchange Act and, in accordance with those requirements, will
continue to file periodic reports, proxy statements and other information with
the SEC. These periodic reports, proxy statements and other information will be
available for inspection and copying at the SEC's public reference rooms and the
SEC's website referred to above.
The SEC allows us to "incorporate by reference" the information we file
with the SEC, 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 SEC under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 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 SEC will automatically update and supersede this information.
The documents we incorporate by reference are:
1. Our Annual Report on Form 10-K for the fiscal year ended December 31,
1999, as amended;
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 Current Report on Form 8-K, dated August 31, 2000;
5. The description of our capital stock contained in our Registration
Statement on Form 8-A; and
6. All other reports filed by us pursuant to Section 13(a) or 15(d) of
the SEC 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.
11
<PAGE>
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 each selling stockholder's (as defined in the
"Selling Stockholders") Common Stock will belong to that selling stockholder. We
will not receive any proceeds from such sales.
12
<PAGE>
SELLING STOCKHOLDERS
We entered into a Stock Purchase Agreement dated August 31, 2000 with
Michael Hickle, John G. Pollock, Vernon West, Mark Dane, Barbra A. West, Donna
R. Hickle, Elizabeth M. Rupert and Julie Burton (collectively the "Selling
Stockholders") and Unique Equipment Co., under which we acquired from the
Selling Stockholders all of the issued and outstanding stock of Unique Equipment
Co. in exchange for 165,000 shares of our Common Stock. Pursuant to the Stock
Purchase Agreement, we agreed to file a registration statement with the
Securities and Exchange Commission to register the 165,000 shares of Common
Stock received by the Selling Shareholders for resale by them, and to keep the
registration statement effective for a period of three years from October 25,
2000. We have filed the registration statement of which this prospectus is a
part with the Securities and Exchange Commission pursuant to the Stock Purchase
Agreement. The Selling Stockholders have agreed not to sell, or in any other way
reduce their risk relative to, the Common Stock until such time as financial
results covering at least 30 days of post-closing operations have been
published. We anticipate that these results will be published in late October
2000.
The following table sets forth: (1) the name of each of the Selling
Stockholders for whom we are registering shares under this registration
statement; (2) the number of shares of our Common Stock owned by each Selling
Stockholder prior to this offering; (3) the number of shares being offered
pursuant to this Prospectus; and (4) the percentage of the total outstanding
shares to be owned by each such Selling Stockholder after this offering. Upon
completion of the offering, assuming all of the shares held by the Selling
Stockholders being registered hereby are sold and that the Selling Stockholders
acquire no additional shares of Common Stock prior to the completion of this
offering, the Selling Stockholders will beneficially own no shares of Common
Stock of the Company.
<TABLE>
<CAPTION>
Percentage of
Name of Selling Stockholder Common Stock Being Common Stock Owned Common Stock
Common Stock Owned Offered Pursuant Upon Completion of Owned Upon
Prior to the to this Prospectus this Offering Completion of
Offering(1) this Offering
--------------------------------- ----------------------- --------------------- --------------------- ----------------
<S> <C> <C> <C> <C>
John G. Pollock and Elizabeth M. 53,130 53,130 0 *
Rupert
Michael Hickle and Donna R. 60,720 60,720 0 *
Hickle
Vernon West and Barbra A. West 37,950 37,950 0 *
Mark Dane and Julie Burton 13,200 13,200 0 *
</TABLE>
_______________________
* less than 1%
(1) To our knowledge, the number of shares of Common Stock which each Selling
Stockholder owned prior to this offering consists solely of those shares of
Common Stock issued in connection with our acquisition of Unique Equipment
Co.
Under the terms of the Stock Purchase Agreement, 16,500 shares of the
165,000 total shares of our Common Stock that we issued to the Selling
Stockholders under the Stock Purchase Agreement are being held in escrow in
connection with the indemnity obligations of the Selling Stockholders under the
Stock Purchase Agreement. Such shares are being withheld from the Selling
Stockholders, and will be returned to them, if applicable, on a pro rata basis.
We will deliver 10,000 of such shares to the Selling Stockholders on March 29,
2000, to the extent such shares or any portion of such shares are not
surrendered to us to satisfy any indemnification obligations of the Selling
Stockholders under the Stock Purchase Agreement. We will deliver to the Selling
Stockholders the remaining 6,500 shares, upon the resolution of certain pending
litigation to which Unique Equipment Co. is a named party, to the extent such
shares are not surrendered to us to satisfy any indemnification obligations of
the Selling Stockholders under the Stock Purchase Agreement relating to such
litigation.
13
<PAGE>
In connection with the acquisition of 100% of the outstanding common stock
of Unique Equipment Co. by the Company, Unique Equipment Co. entered into (i) an
employment agreement with Mr. Pollock whereby Mr. Pollock will serve as
Director, Software Engineering of Unique Equipment Co. until August 31, 2002,
(ii) an employment agreement with Mr. Hickle whereby Mr. Hickle will serve as
General Manager of Unique Equipment Co. until August 31, 2002, (iii) an
employment agreement with Mr. West whereby Mr. West will serve as Director,
Operations of Unique Equipment Co. until August 31, 2002, and (iv) an employment
agreement with Mr. Dane whereby Mr. Dane will serve as Director, Product
Management Advanced Automation Systems of Unique Equipment Co. until August 31,
2002. Other than as described herein, the Selling Stockholders do not have any
material relationships with the Company.
PLAN OF DISTRIBUTION
The shares of our Common Stock offered pursuant to this prospectus may be
offered and sold from time to time by the Selling Stockholders, or their donees,
transferees, pledgees or other successors in interest that receive such shares
as a gift or other non-sale related transfer. The Selling Stockholders 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 than
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 the Selling Stockholders.
We will not receive any part of the proceeds from the sale of Common Stock.
The Selling Stockholders 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 be deemed to be
underwriting commissions under the Securities Act. We will pay all expenses of
the registration of securities covered by this prospectus. The Selling
Stockholders 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.
14
<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......... $ 7,281.49
Accounting Fees and Expenses*.................. $ 5,000.00
Legal Fees and Expenses*....................... $10,000.00
Printing Costs*................................ $ 480.00
---------
Total..................................... $22,761.49
=========
* 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 (1) 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.
1
<PAGE>
Item 16. Exhibits.
-------------------
2.1 Stock Purchase Agreement dated August 31, 2000 among the Company and
certain stockholders
5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation
23.1 Consent of Ernst & Young LLP
23.2 Consent of Stradling Yocca Carlson & Rauth (included in Exhibit 5.1)
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.
2
<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 September, 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 Robert C. Hewitt, 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 September 28, 2000
------------------------------- and Chief Executive Officer
Robert G. Deuster (Principal Executive Officer)
/s/ Robert C. Hewitt Vice President, Chief Financial September 28, 2000
------------------------------- Officer and Secretary
Robert C. Hewitt (Principal Financial Officer)
/s/ William R. Abbott Vice President and Corporate September 28, 2000
------------------------------- Controller
William R. Abbott (Principal Accounting Officer)
______________________________ Director September __, 2000
R. Jack Aplin
/s/ Robert L. Guyett Director September 28, 2000
------------------------------
Robert L. Guyett
/s/ C. Kuman N. Patel Director September 28, 2000
------------------------------
C. Kumar N. Patel
______________________________ Director September __, 2000
Kenneth F. Potashner
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard E. Schmidt Director September 28, 2000
---------------------------------
Richard E. Schmidt
_________________________________ Director September __, 2000
John T. Subak
</TABLE>
4
