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)
February 2, 2001
NEWPORT CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 000-1649 94-0849175
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) 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
Page 1 of 4
Exhibit Index on Page 4
Item 2. Acquisition or Disposition of Assets
On February 2, 2001, Newport Corporation, a Nevada corporation (the
"Registrant"), acquired all of the issued and outstanding capital stock of
Kensington Laboratories, Inc., a California corporation ("Kensington"), in
accordance with the terms and conditions of the Agreement and Plan of Merger,
dated as of December 22, 2000 (the "Agreement") by and among the Registrant, KLI
Acquisition Corp., a California corporation, Kensington and the three
shareholders of Kensington, Paul Bacchi, Paul Filipski and David Harris (the
"Kensington Shareholders"). Pursuant to the terms of the Agreement, 10,000
shares of Kensington common stock outstanding and held by the Kensington
Shareholders were exchanged for 3,525,727 shares of the Registrant's common
stock.
This merger will be treated as a tax-free reorganization for federal income
tax purposes. It will be accounted for as a pooling of interests.
Kensington is in the business of manufacturing of high-precision robotic
and motion control equipment that is used in the semiconductor and fiber optic
communication industries. Registrant intends to utilize the assets acquired to
enhance its capabilities in fiber connected optical device manufacturing and the
operation of nanometer-scale motion control and wafer handling systems that are
used for semiconductor production equipment. The press release issued by
Registrant in connection with this merger is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired. To be filed by
amendment within sixty (60) days of the date of this Current Report on Form 8-K
pursuant to Item 7(a)(4).
(c) Exhibits.
Exhibit Number Description
2.1 Agreement and Plan of Merger, dated as of
December 22, 2000, by and among Newport
Corporation, KLI Acquisition Corp., Kensington
Laboratories, Inc., and the Shareholders of
Kensington Laboratories, Inc.
99.1 Press Release dated February 5, 2001
Page 2 of 4
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.
NEWPORT CORPORATION
February 16, 2001 /s/ Charles F. Cargile
--------------------------------------------
Charles F. Cargile, Vice President - Finance
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
2.1 Agreement and Plan of Merger, dated as of December 22, 2000, by
and among Newport Corporation, KLI Acquisition Corp., Kensington
Laboratories, Inc., and the Shareholders of Kensington
Laboratories, Inc.
99.1 Press Release dated February 5, 2001
Page 4 of 4