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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)
June 2, 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On June 2, 2009, Newport Corporation (the Registrant) entered into definitive agreements with
Oclaro, Inc. (Oclaro) pursuant to which (1) the Registrant will acquire Oclaros New Focus
business and its portfolio of high-performance products that includes opto-electronics,
high-resolution actuators, opto-mechanics, tunable lasers, vacuum and ultraclean solutions, and
OEM-engineered solutions, and (2) Oclaro will acquire the Registrants high-power diode laser
manufacturing operations, located in Tucson, Arizona.
As part of the transaction, the Registrant will pay Oclaro $3.0 million in cash to reflect
differences in the revenue levels of the two businesses, as well as to compensate Oclaro for the
higher costs involved in transitioning the diode manufacturing business to its fabrication
facilities in Europe. The parties will also enter into an agreement pursuant to which Oclaro, Inc.
will supply high-power diodes to the Registrant for incorporation into its Spectra-Physics laser
products. Each company will provide transition-related services to the other during an integration
period of six to twelve months.
The transaction is subject to customary closing conditions and is expected to close within three to
five weeks.
The press release issued by the Registrant on June 3, 2009 relating to the transaction is filed as
Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
99.1
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Press Release dated June 3, 2009. |
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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June 3, 2009 |
NEWPORT CORPORATION
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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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EXHIBIT INDEX
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Exhibit No. |
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Description |
99.1
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Press Release dated June 3, 2009. |