UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2009
NEWPORT CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada
(State or other
jurisdiction of
incorporation)
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000-01649
(Commission File Number)
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94-0849175
(IRS Employer Identification No.) |
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1791 Deere Avenue, Irvine, California
(Address of principal executive offices)
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92606
(Zip Code) |
(949) 863-3144
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.06 Material Impairments.
On
January 28, 2009, Newport Corporation (the Registrant) concluded that it will be required to
record a non-cash impairment charge to reduce the carrying value of goodwill and certain other
intangible assets associated with the Registrants Lasers Division, due primarily to the adverse
impact of the current macroeconomic business environment on the
Lasers Divisions financial outlook, and
to the significant reduction in market capitalization of the Registrant and other companies in the
laser industry. The Registrant expects to record a non-cash charge of approximately $120 million,
representing the Registrants total goodwill balance and certain other intangible assets associated
with its Lasers Division. The Registrant also expects that, as a result of recording these
non-cash impairment charges, it will be required to re-establish the portion of the valuation
allowance against its U.S. deferred tax assets that was previously released in the Registrants
fourth quarter of 2007 and to recognize other deferred tax
liabilities associated with indefinite-lived intangible assets,
resulting in non-cash charges to income tax expense totaling
approximately $25 million. The Registrant expects to record these charges in its fourth quarter
and fiscal year ended January 3, 2009. A breakdown of these expected charges is as follows:
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(In millions) |
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Goodwill impairment charge |
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105 |
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Impairment charge on certain other intangible assets |
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15 |
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Income tax
expense to re-establish valuation allowance and recognize other
deferred tax liabilities |
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25 |
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Total anticipated charges |
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$ |
145 |
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Cautionary Note Regarding Forward-Looking Statements
This Current Report contains forward-looking statements related to the Registrants current
expectations regarding the charges the Registrant expects to record as a result of the impairment
of goodwill and certain other intangible assets associated with its Lasers Division and
re-establishment of a deferred tax asset valuation allowance. These forward-looking statements are
made in reliance upon safe harbor provisions in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based on
information available to the Registrant as of the date of this Current Report, and involve a number
of risks and uncertainties. The Registrants actual results could differ materially from those
anticipated in these forward-looking statements as a result of several factors including, but not
limited to, those factors set forth and discussed in Item 1 (Business) and Item 1A (Risk Factors)
of Part I, and Item 7 (Managements Discussion and Analysis of Financial Condition and Results of
Operations) of Part II, of the Registrants Annual Report on Form 10-K for the year ended December
29, 2007, which are incorporated into this Current Report by reference. In light of the
significant uncertainties inherent in the forward-looking information included in this Current
Report, the inclusion of this information should not be regarded as a representation by the
Registrant or any other person that the Registrants objectives or plans will be achieved, and
readers are cautioned not to place undue reliance on such forward-looking information. The
Registrant undertakes no obligation to update forward-looking statements to reflect events or
circumstances after the date they were made.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NEWPORT CORPORATION
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Date: January 28, 2009 |
By: |
/s/ Jeffrey B. Coyne
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Jeffrey B. Coyne |
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Senior Vice President, General Counsel and
Corporate Secretary |
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