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)
May 28, 2004
NEWPORT CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 000-1649 | 94-0849175 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1791 Deere Avenue, Irvine, California | 92606 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (949) 863-3144
Item 5. Other Events
Agreement to Acquire Spectra-Physics, Inc.
On May 28, 2004, Newport Corporation, a Nevada corporation (the “Registrant”), entered into a definitive agreement with Thermo Electron Corporation to purchase Spectra-Physics, Inc. and certain related entities for $300 million, subject to a post-closing net asset adjustment. Spectra-Physics, Inc. and such related entities represent most of the operations of Thermo Electron Corporation’s optical technologies business. The purchase price is comprised of $200 million in cash, $50 million in Registrant’s common stock, and a $50 million promissory note bearing 5% interest and payable in 2009.
The transaction is subject to regulatory approval as well other customary closing conditions, and is expected to close in July 2004.
The press release issued by the Registrant on June 1, 2004 is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release dated June 1, 2004. | |
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.
| June 1, 2004 |
NEWPORT CORPORATION | |||||
| By: | /s/ JEFFREY B. COYNE | |||||
| Jeffrey B. Coyne | ||||||
| Vice President, General Counsel | ||||||
| and Corporate Secretary | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated June 1, 2004. | |