As filed with the Securities and Exchange Commission on April 15, 2002
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEWPORT CORPORATION
(Exact name of Registrant as specified in its charter)
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Nevada 94-0849175
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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)
-----------------------------
Jeffrey B. Coyne, Esq.
Vice President and General Counsel
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.
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 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, 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
=============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share /(1)/ Price Registration Fee
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Common Stock,
$0.1167 stated value 997,284 shares $22.23 $22,169,623 $2,040
=============================================================================================================================
/(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 April 11,
2002, which was $22.23 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.
================================================================================
PROSPECTUS SUBJECT TO COMPLETION
dated April 15, 2002
NEWPORT CORPORATION
997,284 Shares of Common Stock
($0.1167 stated value)
---------------------------
This prospectus relates to the offer and sale from time to time of up to
997,284 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 Selling 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
our acquisition of Micro Robotics Systems, Inc. in February 2002.
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 any applicable brokerage fees, commissions and
transfer taxes.
Our common stock is quoted on the Nasdaq National Market under the symbol
"NEWP." On _________________, 2002, the last reported sale price of our common
stock was $_________ per share.
See "Risk Factors" beginning on page 3 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 __________________, 2002.
TABLE OF CONTENTS
Page
---------
Cautionary Note Regarding Forward-Looking Statements.................. 2
The Company........................................................... 3
Risk Factors.......................................................... 3
Use of Proceeds....................................................... 8
Selling Stockholders.................................................. 9
Plan of Distribution.................................................. 11
Legal Matters......................................................... 11
Experts............................................................... 12
Where You Can Find Additional Information............................. 12
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the sections entitled "The Company" 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.
2
THE COMPANY
This summary highlights selected information from this prospectus and the
incorporated documents 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 the documents incorporated into this prospectus, including the financial
statements contained in such documents.
We are a global supplier of high-precision test, measurement and automation
systems and subsystems that enable manufacturers of fiber optic components,
semiconductor capital equipment, aerospace and other high-precision products to
automate manufacturing processes, enhance product performance, and improve
manufacturing efficiencies and yields. Manufacturers of high-precision products
increasingly require third party expertise to develop, engineer and build
automated systems and subsystems to produce, assemble and test their products.
Our products enhance the productivity and capabilities of assembly, test and
measurement functions by leveraging our expertise in high-precision automated
positioning systems, robotics, vibration isolation technology, precision optics
and optomechanics. By combining our proven technology with advanced computer
software and imaging technology and our in-depth industry and process expertise,
we are able to offer comprehensive, automated and semi-automated manufacturing
and test solutions to manufacturers of fiber optic components. In the
semiconductor capital equipment market we supply high-performance value-added
subsystems that enhance the performance of our customers' products. Our
value-added subsystems are also incorporated into the high-precision products of
customers in industries such as aerospace and life and health sciences. We also
provide sophisticated high-precision equipment to commercial, academic and
governmental research institutions worldwide that engage in advanced research
and development activities.
We commenced operations in 1969. Our corporate 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
An investment in our common stock involves a high degree of risk. We have
attempted to identify the material risks that we believe exist. Additional risks
not presently known to us or which we currently consider immaterial may also
adversely affect us. 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.
OUR OPERATING RESULTS ARE DIFFICULT TO PREDICT, AND IF WE FAIL TO MEET THE
EXPECTATIONS OF INVESTORS AND/OR SECURITIES ANALYSTS, THE MARKET PRICE OF OUR
COMMON STOCK WILL 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 product shipments within a given quarter;
. fluctuations in the capital spending, cyclicality and other economic
conditions within the markets we serve;
. demand for our products and the products sold by our customers;
. the level of orders within a given quarter and preceding quarters;
. the timing and level of cancellations and delays of orders for our
products;
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. our ability to manufacture a sufficient quantity of our products to
meet customer demand;
. 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 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, 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 SEMICONDUCTOR AND FIBER OPTIC COMMUNICATIONS
INDUSTRIES AND ON OUR CUSTOMERS WHO SERVE THESE VERY CYCLICAL INDUSTRIES.
A substantial portion of our current and expected future business comes
from sales to manufacturers of semiconductor fabrication and metrology equipment
and sales to companies that manufacture components for fiber optic
communications systems. Our sales to these markets are directly tied to the
capital spending patterns of our customers in these markets.
The semiconductor market is characterized by sudden and severe cyclical
variations in product supply and demand. The timing, severity and duration of
these market cycles are difficult to predict, and we may not be able to respond
effectively to these cycles. The fiber optic communications market, which is at
a much earlier stage in its development, experienced dramatic growth through the
first half of 2001, followed by a sudden, severe downturn, which is continuing.
During industry downturns, our revenues from these markets may decline suddenly
and significantly. Our ability to rapidly and effectively reduce our cost
structure in response to such downturns is limited by the fixed nature of many
of our expenses in the near term and by our need to continue our investment in
next-generation product technology and to support and service our products. In
addition, due to the relatively long manufacturing lead times for some of the
systems and subsystems we sell to these markets, we may incur expenditures or
purchase raw materials or components for products we cannot sell. Accordingly,
downturns in our primary markets may materially harm our operating results.
Conversely, when upturns in our primary markets occur, we must be able to
rapidly and effectively increase our manufacturing capacity to meet increases in
customer demand that may be extremely rapid, and if we fail to do so we may lose
business to our competitors and our relationships with our customers may be
harmed.
The semiconductor and fiber optic communications markets are also
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 these
markets, 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, it is likely that these customers will not
purchase our
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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 either or both of the semiconductor and fiber optic
communications markets to grow would have a significant negative effect on our
business and results of operations.
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, either through internal development or by acquisitions, and
to be price competitive. We may not be successful in acquiring, 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 THE MARKETS WE SERVE.
We market products for the fiber optic component, semiconductor capital
equipment, industrial metrology, life and health science, 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, AND OUR ORDERS ARE
SUBJECT TO RESCHEDULING OR CANCELLATION, 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 from initial
contact through shipment typically varies, is difficult to predict and can last
as long as one year. The orders comprising our backlog are often subject to
cancellation and changes in delivery schedules by our customers without
significant penalty. We have from time to time experienced order reschedulings
and cancellations that have caused our revenues in a given period to be
materially less than would have been expected based on our backlog at the
beginning of the period. If we experience such reschedulings and/or
cancellations in the future, our operating results will fluctuate from period to
period. These fluctuations could harm our results of operations and cause our
stock price to drop.
WE FACE SIGNIFICANT RISKS FROM DOING BUSINESS IN FOREIGN COUNTRIES.
Our business is subject to risks inherent in conducting business
internationally. In 2001, 2000 and 1999, our international revenues accounted
for approximately 33.4%, 29.1% and 32.7%, respectively, of 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
total net sales for the foreseeable future. As a result of our international
operations, we face various risks, which include:
5
. 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 collection periods;
. overlapping, differing or more burdensome 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.
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 greater 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 historically achieved growth through a combination of internally
developed new products and acquisitions. In recent years we have acquired
several companies and technologies, and we expect to continue to pursue
acquisitions of other companies, technologies and complementary product lines in
the future to expand our product offerings and technology base to further our
strategic goals. Each of our recent acquisitions involves, and any future
acquisition would involve risks, 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;
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. 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 integrate 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
. the need to record significant charges or write down the carrying value
of intangible assets, which could lower our earnings.
We cannot assure that any business that we may acquire will achieve
anticipated revenues and operating results. 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.
IF WE ARE UNABLE TO ATTRACT NEW EMPLOYEES AND RETAIN AND MOTIVATE EXISTING
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, and 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 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.
IF WE FAIL TO PROTECT OUR INTELLECTUAL PROPERTY AND PROPRIETARY
TECHNOLOGY, WE MAY LOSE OUR COMPETITIVE ADVANTAGE.
Our success and ability to compete depend in large part upon protecting our
proprietary technology. We rely on a combination of patent, trademark and trade
secret protection and nondisclosure agreements to protect our
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proprietary rights. The steps we have taken may not be sufficient to prevent the
misappropriation of our intellectual property, particularly in foreign countries
where the laws may not protect our proprietary rights as fully as in the United
States. The patent and trademark law and trade secret protection may not be
adequate to deter third party infringement or misappropriation of our patents,
trademarks and similar proprietary rights. In addition, patents issued to us may
be challenged, invalidated or circumvented. Our rights granted under those
patents may not provide competitive advantages to us, and the claims under our
patent applications may not be allowed. We may be subject to or may initiate
interference proceedings in the United States Patent and Trademark Office, which
can demand significant financial and management resources. The process of
seeking patent protection can be time consuming and expensive and patents may
not be issued from currently pending or future applications. Moreover, our
existing patents or any new patents that may be issued may not be sufficient in
scope or strength to provide meaningful protection or any commercial advantage
to us. We may in the future initiate claims or litigation against third parties
for infringement of our proprietary rights in order to determine the scope and
validity of our proprietary rights or the proprietary rights of our competitors,
which claims could result in costly litigation and the diversion of our
technical and management personnel. For example, we have notified several
manufacturers of semiconductor wafer handling robots that we believe that they
are infringing upon one or more of our U.S. patents. We will take such actions
where we believe that they are of sufficient strategic or economic importance to
us to justify the cost.
WE HAVE EXPERIENCED, AND MAY IN THE FUTURE EXPERIENCE, INTELLECTUAL PROPERTY
INFRINGEMENT CLAIMS.
We have from time to time received communications from third parties
alleging that we are infringing certain trademarks, patents or other
intellectual property rights of others. For example, Newport Electronics, Inc.,
a manufacturer of electronic devices, filed suit against us claiming that our
use of the "Newport" trademark infringes its rights with respect to such mark.
Whenever claims arise, we evaluate their merits. Any claims of infringement
brought by third parties could result in protracted and costly litigation, and
we could become subject to damages for infringement, or to an injunction
preventing us from selling one or more of our products or using one or more of
our trademarks. Such claims could also result in the necessity of obtaining a
license relating to one or more of our products or current or future
technologies, which may not be available on commercially reasonable terms or at
all. Any intellectual property litigation and the failure to obtain necessary
licenses or other rights could have a material adverse effect on our business,
financial condition and results of operations. In addition, the terms of our
customer contracts typically require us to indemnify the customer in the event
of any claim of infringement brought by a third party based on our products. Any
such claims of this kind may have a material adverse effect on our business,
financial condition or results of operations.
NATURAL DISASTERS OR POWER OUTAGES 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. We have
significant facilities 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. In addition, a significant portion of our manufacturing operations are
located in California, which has recently experienced power shortages and
resulted in "rolling blackouts." If these blackouts were to recur, it could
cause disruptions to our operations and the operations of certain of our
suppliers, distributors and customers. We are predominantly uninsured for losses
and interruptions caused by earthquakes and power outages.
USE OF PROCEEDS
The proceeds from the sale of each Selling Stockholder's common stock will
belong to that Selling Stockholder. We will not receive any proceeds from such
sales.
8
SELLING STOCKHOLDERS
We entered into an Agreement and Plan of Merger (the "Merger Agreement")
dated January 22, 2002 between us, our wholly-owned subsidiary Magnesium
Acquisition Corp., a Massachusetts corporation, and Micro Robotics Systems,
Inc., a Massachusetts corporation ("MRSI Massachusetts"), under which Magnesium
Acquisition Corp. was merged with and into MRSI Massachusetts, and MRSI
Massachusetts was then merged with and into our wholly-owned subsidiary Newport
Photonics Packaging Services Corporation, a Delaware corporation, renamed Micro
Robotics Systems, Inc. ("MRSI Delaware"), collectively referred to as the
"Merger." As part of the consideration under the Merger Agreement, we issued to
the Selling Stockholders (then each an MRSI Massachusetts stockholder) an
aggregate of 997,284 shares of our common stock. Pursuant to the Merger
Agreement, we agreed to file a registration statement with the Securities and
Exchange Commission to register the 997,284 shares of common stock received by
the Selling Stockholders for resale, and to keep the registration statement
effective for a period of two years from the date on which the registration
statement first becomes effective.
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 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 our common
stock.
Percentage of
Common Stock Common Stock Common Stock
Common Stock Being Offered Owned Upon Owned Upon
Owned Prior to Pursuant to this Completion of Completion of
Name of Selling Stockholder the Offering /(1)/ Prospectus this Offering this Offering
------------------------------------------------ -------------------- ---------------- --------------- ---------------
Vijay M. Adappa, M.D. 4,888 4,888 0 *
Daniel Z. Bauks 488 488 0 *
Thomas H. Belknap 3,055 3,055 0 *
Guru P. and Anita Chakravarty 4,888 4,888 0 *
Michael J. Chalsen 4,888 4,888 0 *
Satya Ranjan Chatterjee 12,221 12,221 0 *
COHAMCO, Ramadas & Kakkasserill 4,888 4,888 0 *
Keough Plan P/S f/b/o J.S. Kakkasserill
B. Mohan Das, M.D. 3,259 3,259 0 *
Janice A. DeWitt 9,777 9,777 0 *
JoAnne C. DeWitt 1,955 1,955 0 *
John C. DeWitt 10,266 10,266 0 *
Ronald D. DeWitt 4,888 4,888 0 *
Kishore V. Divan 9,777 9,777 0 *
Irving Feldman 244 244 0 *
Snehanshu and Rosario Carmona Ghosh 4,888 4,888 0 *
JTWROS
Sudarshan K. Gulati 4,888 4,888 0 *
Ravi Hegde 4,888 4,888 0 *
George A. Herbster 1,222 1,222 0 *
Brace L. Hintz 4,888 4,888 0 *
Arvind P. Kamath, M.D. 9,777 9,777 0 *
Jayaprakash K. Kamath, M.D. 6,110 6,110 0 *
Philip A. Kuhn 1,222 1,222 0 *
9
Percentage of
Common Stock Common Stock Common Stock
Common Stock Being Offered Owned Upon Owned Upon
Owned Prior to Pursuant to this Completion of Completion of
Name of Selling Stockholder the Offering /(1)/ Prospectus this Offering this Offering
------------------------------------------------ -------------------- ---------------- --------------- ---------------
Bipin Kumar, M.D. 6,110 6,110 0 *
Patrick J. Lapone 24,442 24,442 0 *
Ajay Kumar Maitra 4,888 4,888 0 *
Mangla, Lal Chand, P.S.C. Pension Trust 12,221 12,221 0 *
Daniel P. Mazzola 3,666 3,666 0 *
Rama Prosad Mukherjee, M.D. 4,888 4,888 0 *
Priya Murthy 4,888 4,888 0 *
Hassan S. Nagendra 4,888 4,888 0 *
Tara Kent Nigam 12,221 12,221 0 *
Michael P. and Teresa W. O'Neil 488 488 0 *
Fred W. Ockrim 4,888 4,888 0 *
P.V. Reddy, M.D., P.C., Trustee of the P.V. 12,221 12,221 0 *
Reddy, M.D., P.C. Retirement Plan
Aravind K. Pai 2,444 2,444 0 *
Ajith Kalsank Pai, M.D. 4,888 4,888 0 *
Vellore S. and Banumanthi Parithivel, M.D. 4,888 4,888 0 *
JTWROS
Sudahar Rao and Podmavathi Rao Perala 4,888 4,888 0 *
JTWROS
Dasan and Jalaja Potti 12,221 12,221 0 *
Prudential Bank and Trust, T/F Dr. Usha 4,888 4,888 0 *
Varma PS Plan
Prudential Securities Incorporated 12,221 12,221 0 *
Aroor Rathnakar Rao 4,888 4,888 0 *
Ravi Ramaswami, M.D., P.C. Money Purchase 4,888 4,888 0 *
Pension Trust
Anna L. Rosenkranz, JoAnne C. DeWitt and 8,799 8,799 0 *
George A. Rosenkranz, JTWROS
Thomas A. Rosse 36,664 36,664 0 *
Girija N. Roy 2,037 2,037 0 *
Felix Sebastian 9,777 9,777 0 *
Avtar Singh 6,110 6,110 0 *
Southside Profit Sharing Trust f/b/o Gopinath 12,221 12,221 0 *
R. Jadhav
Bhaskar Srivastava 4,888 4,888 0 *
Dipawali Srivastava 48,885 48,885 0 *
Nilendu Srivastava 444,969 444,969 0 *
Nirmalendu Srivastava 68,440 68,440 0 *
Renu Srivastava 53,666 53,666 0 *
Chaitanya K. Trivedi 4,888 4,888 0 *
Windham Radiology Profit Sharing Plan and 6,110 6,110 0 *
Trust f/b/o Krishnan Gopal
Fei-Jain Wu 24,442 24,442 0 *
* Less than 1%
10
/(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 the Merger.
Under the terms of the Merger Agreement, 245,888 shares of the 997,284
total shares of our common stock that we issued to the Selling Stockholders
under the Merger Agreement (24.7% of the shares of common stock owned and being
offered by each Selling Stockholder listed above) are being held in escrow in
connection with the consideration adjustment and indemnity obligations of the
Selling Stockholders under the Merger Agreement. A portion of such shares will
be delivered to the Selling Stockholders, if applicable, to the extent such
portion of the shares is not surrendered to us to satisfy any consideration
adjustment obligations of the Selling Stockholders under the Merger Agreement.
The remainder of such shares will be delivered to the Selling Stockholders, 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
Merger Agreement, on March 30, 2003; provided, however, that if an
indemnification claim is pending on such date, then the portion of such shares
subject to such claim shall not be delivered to the Selling Stockholders until
final resolution of such claim.
In connection with the Merger, we entered into (i) an employment agreement
with Nilendu Srivastava whereby Mr. Srivastava will serve as Vice President and
General Manager of MRSI Delaware until August 14, 2003, and (ii) an employment
agreement with Michael Chalsen whereby Mr. Chalsen will serve as Senior Director
of Operations of MRSI Delaware until February 14, 2005. Renu Srivastava is an
employee of MRSI Delaware. Daniel Z. Bauks provides consulting services to MRSI
Delaware. Other than as described herein, the Selling Stockholders do not have
any material relationships with us.
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 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 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.
11
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated financial
statements and schedule included in our Annual Report on Form 10-K for the year
ended December 31, 2001, as set forth in their report, which as to the years
2000 and 1999, is based in part on the report of PricewaterhouseCoopers LLP,
independent auditors. This report is incorporated by reference in this
prospectus and elsewhere in the registration statement. Our financial statements
and schedule are incorporated by reference in reliance on the report of Ernst &
Young LLP, given on their authority as experts in accounting and auditing.
The financial statements of Kensington Laboratories, Inc. as of December 31,
2000 and for each of the two years in the period ended December 31, 2000
incorporated in this prospectus by reference to our Annual Report on Form 10-K
for the year ended December 31, 2001 have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in accounting and auditing.
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 room, at 450 Fifth Street, N.W., in Washington D.C. 20549. 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 http://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 room 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:
1. Our Annual Report on Form 10-K for the fiscal year ended December
31, 2001;
2. All other reports filed by us pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 2001; and
3. The description of our capital stock contained in our registration
statement on Form 8-A.
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: Corporate Secretary.
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.
12
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.............. $ 2,040
Accounting Fees and Expenses*....................... $ 15,000
Legal Fees and Expenses* ........................... $ 10,000
Printing Costs*..................................... $ 2,000
--------------
Total ....................................... $ 29,040
==============
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) The Registrant is a Nevada corporation. Section 78.7502 of the
Nevada Revised Statutes provides in regard to indemnification of directors and
officers that a corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another entity, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or
proceeding if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
Section 78.7502 also provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses, including amounts paid in settlement and attorneys'
fees actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter as
to which such a person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the corporation or
for amounts paid in settlement to the corporation, unless and only to the extent
that the court determines upon application that in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper. To the extent that a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above or in
defense of any claim, issue or matter therein, the corporation shall indemnify
him against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense.
Section 78.751 of the Nevada Revised Statutes, further provides
that any discretionary indemnification under Nevada Revised Statutes 78.7502
unless ordered by a court or otherwise advanced pursuant to statute, may be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances. The determination must be made either by the stockholders, by
the board of directors by majority vote of a quorum consisting of directors who
were not parties to the action, suit or proceeding, or, under certain
circumstances, by independent legal counsel in a written opinion. The statute
provides that the corporate articles, bylaws or an agreement made by the
13
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by
the corporation. This right continues for a person who has ceased to be a
director, officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.
Section 78.752 of the Nevada Revised Statutes, provides that a
corporation may purchase and maintain insurance or make other financial
arrangements on behalf of any person who may be indemnified as set forth above
or whether or not the corporation has the authority to indemnify him against
such liability and expenses. Provided, however, no financial arrangement made
for protection for a person adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable for intentional misconduct,
fraud or a knowing violation of law, except with respect to the advancement of
expenses or indemnification ordered by a court.
(b) Article Tenth of the Registrant's Articles of Incorporation
provides, among other things, that the Registrant shall indemnify its directors
and officers to the fullest extent permitted by Section 78.751 of the Nevada
Revised Statutes, as amended from time to time.
(c) Article VII of the Registrant's Restated Bylaws provides, among
other things, that the Registrant shall indemnify each of its directors and
officers against expenses (including attorneys' fees), judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was
an "agent" of the Registrant. For purposes of Article VII of the Registrant's
Restated Bylaws, an "agent" includes any person: (i) who is or was a director,
officer, employee or agent of the Registrant, or (ii) who is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.
Article VII of the Registrant's bylaws also provides that the Registrant may
purchase and maintain insurance on behalf of any such agent against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Registrant would have the
power to indemnify him against such liability under the provisions of the
Article. The Registrant currently maintains directors' and officers' liability
insurance.
(d) The Registrant has entered into separate indemnification
agreements with its directors and officers. These agreements require the
Registrant, among other things, to indemnify them against liabilities that may
arise by reason of their status or service as directors or officers (other than
liabilities arising from actions not taken in good faith or in a manner the
indemnitee believed to be opposed to the best interests of the Registrant), and
to advance their expenses incurred as a result of any proceeding against them
as to which they could be indemnified.
The effect of these provisions would be to permit indemnification by the
Registrant of, among other liabilities, liabilities arising under the
Securities Act of 1933 (the "Securities Act").
ITEM 16. EXHIBITS.
2.1 Agreement and Plan of Merger dated January 22, 2002 among Newport
Corporation, Magnesium Acquisition Corp. and Micro Robotics Systems,
Inc.(Schedules and exhibits are not filed pursuant to Item 601 of
Regulation S-K of the Securities Act of 1933, as amended, and will be
furnished to the Securities and Exchange Commission upon request).
5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of PricewaterhouseCoopers LLP, Independent Auditors.
23.3 Consent of Stradling Yocca Carlson & Rauth (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page to the registration
statement).
14
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons pursuant to the foregoing provisions the registrant has been advised
that in the opinion of the SEC 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 of expenses incurred or paid by a director, officer or controlling
person 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, we will, unless in the opinion of 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.
(c) For purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement 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.
(d) 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
15
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.
16
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 15th day of April, 2002.
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/or Charles F. Cargile,
or any 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.
SIGNATURE TITLE DATE
/s/ Robert G. Deuster Chairman of the Board, President and
-------------------------------- Chief Executive Officer (Principal April 15, 2002
Robert G. Deuster Executive Officer)
/s/ Charles F. Cargile Vice President and Chief Financial
--------------------------------
Charles F. Cargile Officer (Principal Financial Officer) April 15, 2002
/s/ Delia S. Van Kampen Corporate Controller (Principal
--------------------------------
Delia S. Van Kampen Accounting Officer) April 15, 2002
/s/ R. Jack Aplin Director
-------------------------------- April 15, 2002
R. Jack Aplin
/s/ Robert L. Guyett Director
--------------------------------
Robert L. Guyett April 15, 2002
/s/ C. Kumar N. Patel Director
--------------------------------
C. Kumar N. Patel April 12, 2002
17
SIGNATURE TITLE DATE
________________________________ Director
Kenneth F. Potashner April ___, 2002
/s/ William R. Rauth III Director April 15, 2002
--------------------------------
William R. Rauth III
/s/ Richard E. Schmidt Director April 15, 2002
--------------------------------
Richard E. Schmidt
18
EXHIBIT INDEX
Exhibit No. Description
------------- ----------------------------------------------------------------
2.1 Agreement and Plan of Merger dated January 22, 2002 among
Newport Corporation, Magnesium Acquisition Corp. and Micro
Robotics Systems, Inc. (Schedules and exhibits are not filed
pursuant to Item 601 of Regulation S-K of the Securities Act of
1933, as amended, and will be furnished to the Securities and
Exchange Commission upon request).
5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of PricewaterhouseCoopers LLP, Independent Auditors.
23.3 Consent of Stradling Yocca Carlson & Rauth (included in Exhibit
5.1).
24.1 Power of Attorney (included on signature page to the
registration statement).