8-K

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): October 18, 2002

NEWPORT CORPORATION

(Exact Name of Registrant as Specified in Charter)

Nevada	0-1649	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

Item 7.    Exhibits.

Exhibit No.	Description
99.1	Revised Financial and Business Information Regarding the Registrant.

Item 9. Regulation FD Disclosure.

On October 18, 2002, Newport Corporation, a Nevada corporation (the “Registrant”), made available the following revised unaudited financial and business information regarding the Registrant for the six quarters through June 30, 2002:

1.    Consolidated statement of operations;

2.    Consolidated balance sheets;

3.    Sales and orders by market segment; and

4.    Business segment information.

On August 20, 2002, the Registrant announced a reorganization of its operating segments and the planned divestiture of its operations in Plymouth, Minnesota, along with other cost cutting initiatives. As a result of the reorganization, the Registrant now operates in two market-focused business segments: Advanced Packaging and Automation Systems and Industrial and Scientific Technologies. In connection with the reorganization, the Registrant also revised the manner in which it measures its segment operating income. Operating income reported for each individual business segment now includes only the costs that are directly attributable to the operations of that segment, and excludes corporate expenses, interest expense, income taxes, restructuring and other non-recurring charges. In addition, in accordance with generally accepted accounting principles, the Plymouth operations now represent a discontinued operation, which requires the Registrant to revise its previously issued financial statements to remove all previously reported operating results for Plymouth from the Registrant’s continuing operations.

The information disclosed has been revised to reflect the impact of the reorganization of the Registrant’s operating segments, the change in the manner in which it measures segment operating income, and the discontinuation of the Registrant’s Plymouth, Minnesota operations.

The information disclosed by the Registrant is attached to this report as Exhibit 99.1.

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
October 18, 2002	By:	/s/     Jeffrey B. Coyne
		Jeffrey B. Coyne
		Vice President, General Counsel and Corporate Secretary

2

EXHIBIT INDEX

Exhibit Number	Description
99.1	Revised Financial and Business Information Regarding the Registrant.

3

EX-99.1

Exhibit 99.1

Revised Financial and Business Information

Explanatory Notes

On August 20, 2002, Newport Corporation announced a reorganization of its operating segments and the planned divestiture of its operations in Plymouth, Minnesota, along with other cost cutting initiatives. As a result of the reorganization, Newport now operates in two market-focused business segments: Advanced Packaging and Automation Systems and Industrial and Scientific Technologies. In connection with the reorganization, the Company also revised the manner in which it measures its segment operating income. Operating income reported for each individual business segment now includes only the costs that are directly attributable to the operations of that segment, and excludes corporate expenses, interest expense, income taxes, restructuring and other non-recurring charges. In addition, in accordance with generally accepted accounting principles, the Plymouth operations now represent a discontinued operation, which requires the Company to revise its previously issued financial statements to remove all previously reported operating results for Plymouth from the Company’s continuing operations. To reflect the impact of the reorganization of its operating segments, the change in the manner in which it measures segment operating income, and to reflect the discontinuation of the Plymouth operations, the following unaudited financial and business information regarding the Registrant for the six quarters in the period ended June 30, 2002 are presented:

1.    Consolidated statements of operations

2.    Consolidated balance sheets

3.    Sales and order intake by market segment

4.    Business segment information

The accompanying financial information excludes all financial statement disclosures and other information required by generally accepted accounting principles and Securities and Exchange Commission (SEC) rules and regulations. However, the Company has previously filed with the SEC financial statements for each of the above noted periods that were prepared in accordance with generally accepted accounting principles and SEC Rules and Regulations, and the accompanying financial information is derived from the books and records of the Company that were used to prepare those financial statements. Accordingly, the accompanying information should be read in conjunction with Newport’s condensed consolidated financial statements and notes thereto filed with the SEC for each respective period. 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.

Certain information contained herein, such as information regarding Newport’s orders, may be deemed to be forward looking information. As discussed in Newport’s Annual Report on Form 10-K for the year ended December 31, 2001 and its subsequent SEC reports, assumptions relating to such information involve judgments and risks, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Newport. Although Newport believes that the assumptions underlying the forward-looking information are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in the forward-looking information will be realized. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by Newport or any other person. Newport undertakes no obligation to revise the forward-looking information contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

NEWPORT CORPORATION

Consolidated Statements of Operations

	Three months ended												Year ended December 31, 2001
(In thousands, except share and per share amounts)	June 30, 2002		March 31, 2002		December 31, 2001		September 30, 2001		June 30, 2001		March 31, 2001
Net sales	$      43,021		$    43,018		$      43,524		$      57,232		$      92,526		$      96,681		$    289,963
Cost of sales	27,612		29,332		27,435		36,743		53,168		52,635		169,981
Inventory reserves	—		—		—		22,717		—		—		22,717
Gross profit	15,409		13,686		16,089		(2,228	)	39,358		44,046		97,265
Selling, general and administrative expense	12,546		11,228		11,244		13,956		14,827		17,284		57,311
Research and development expense	6,339		6,103		5,723		6,694		6,756		6,900		26,073
Restructuring and impairment charges	—		—		—		11,584		—		—		11,584
Acquisition and other non-recurring charges	—		—		—		—		—		10,683		10,683
Income (loss) from operations	(3,476	)	(3,645	)	(878	)	(34,462	)	17,775		9,179		(8,386	)
Interest and other income (expense), net	2,164		2,524		3,360		3,035		3,457		3,934		13,786
Asset write-down	(6,490	)	—		—		—		—		—		—
Income (loss) from continuing operations before income taxes	(7,802	)	(1,121	)	2,482		(31,427	)	21,232		13,113		5,400
Income tax provision (benefit)	(1,424	)	(346	)	623		(10,246	)	7,000		4,552		1,929
Tax Rate	18.3		30.9		25.1		32.6		33.0		34.7		35.7
Income (loss) from continuing operations	(6,378	)	(775	)	1,859		(21,181	)	14,232		8,561		3,471
Loss from discontinued operations, net of tax	(973	)	(3,392	)	(1,756	)	(4,278	)	(2,090	)	(1,619	)	(9,743	)
Cumulative effect of a change in accounting principle, net of tax	—		(14,500	)	—		—		—		—		—
Net income (loss)	$     (7,351	)	$     (18,667	)	$           103		$     (25,459	)	$      12,142		$        6,942		$        (6,272	)
Earnings (loss) per share, basic:
Income (loss) from continuing operations	($0.17	)	($0.02	)	$0.05		($0.58	)	$0.39		$0.24		$0.10
Loss from discontinued operations, net of tax	($0.02	)	($0.09	)	($0.05	)	($0.12	)	($0.06	)	($0.05	)	($0.27	)
Cumulative effect of a change in accounting principle, net of tax	$0.00		($0.39	)	$0.00		$0.00		$0.00		$0.00		$0.00
Net income (loss)	($0.19	)	($0.50	)	$0.00		($0.70	)	$0.33		$0.19		($0.17	)
Earnings (loss) per share, diluted:
Income (loss) from continuing operations	($0.17	)	($0.02	)	$0.05		($0.58	)	$0.38		$0.22		$0.09
Loss from discontinued operations, net of tax	($0.02	)	($0.09	)	($0.05	)	($0.12	)	($0.06	)	($0.04	)	($0.26	)
Cumulative effect of a change in accounting principle, net of tax	$0.00		($0.39	)	$0.00		$0.00		$0.00		$0.00		$0.00
Net income (loss)	($0.19	)	($0.50	)	$0.00		($0.70	)	$0.32		$0.18		($0.17	)
Number of shares used to calculate earnings (loss) per share:
Basic	37,969		37,257		36,614		36,487		36,354		36,165		36,405
Diluted	37,969		37,257		37,825		36,487		37,849		37,988		37,830
As a percent of net sales:
Gross profit	35.8		31.8		37.0		(3.9	)	42.5		45.6		33.5
Selling, general and administrative expense	29.2		26.1		25.8		24.4		16.0		17.9		19.8
Research and development expense	14.7		14.2		13.1		11.7		7.3		7.1		9.0
Income (loss) from operations	(8.1	)	(8.5	)	(2.0	)	(60.2	)	19.2		9.5		(2.9	)
Income (loss) from continuing operations before income taxes	(18.1	)	(2.6	)	5.7		(54.9	)	22.9		13.6		1.9
Income (loss) from continuing operations	(14.8	)	(1.8	)	4.3		(37.0	)	15.4		8.9		1.2
Net income (loss)	(17.1	)	(43.4	)	0.2		(44.5	)	13.1		7.2		(2.2	)

Please See Attached Explanatory Notes

NEWPORT CORPORATION

Consolidated Balance Sheets

(In thousands)	Unaudited				Audited		Unaudited
	June 30, 2002		March 31, 2002		December 31, 2001		September 30, 2001		June 30, 2001		March 31, 2001
Cash and cash equivalents	$	8,319	$	7,964	$	7,107	$	4,477	$	19,004	$	16,572
Marketable securities		268,868		254,217		274,494		263,921		244,758		257,345
Customer receivables, net		33,054		35,440		35,833		58,298		72,698		79,647
Inventories		93,888		91,511		96,424		94,421		118,959		102,395
Deferred tax assets		9,941		11,846		11,091		27,423		17,648		17,674
Assets of operations held for sale		—		15,517		—		—		—		—
Other current assets		15,192		14,626		15,172		9,218		8,175		6,884
Total current assets		429,262		431,121		440,121		457,758		481,242		480,517
Property, plant and equipment, at cost, net		44,097		43,336		45,460		47,567		49,341		43,632
Goodwill, net		55,395		59,197		27,056		27,433		29,193		28,412
Deferred tax assets		20,759		22,240		22,240		—		—		—
Investments and other assets		9,603		8,693		9,000		8,890		8,388		8,498
	$	559,116	$	564,587	$	543,877	$	541,648	$	568,164	$	561,059
Accounts payable	$	10,509	$	10,565	$	12,939	$	14,259	$	19,382	$	26,833
Accrued payroll and related expenses		10,376		9,135		12,813		13,013		12,632		10,179
Current portion of long-term debt		2,000		4,040		6,189		7,958		8,276		8,094
Accrued restructuring costs		3,421		4,241		5,460		—		—		—
Deferred revenue		4,608		2,533		823		673		1,623		3,602
Liabilities of assets held for sale		—		5,924		—		—		—		—
Other current liabilities		8,647		10,003		12,579		13,910		13,257		10,619
Total Current Liabilities		39,561		46,441		50,803		49,813		55,170		59,327
Long-term debt		2,583		3,748		3,409		4,479		4,496		7,075
Other liabilities		261		—		658		1,294		1,290		1,287
Stockholders’ equity		516,711		514,398		489,007		486,062		507,208		493,370
	$	559,116	$	564,587	$	543,877	$	541,648	$	568,164	$	561,059

Please See Attached Explanatory Notes

NEWPORT CORPORATION

Sales and Orders (Intake) by Market Segment

(In thousands, except percentages)													Year ended December 31, 2001
	June 30,     2002		March 31,     2002		December 31, 2001		September 30, 2001		June 30,     2001		March 31,     2001
Sales by Market Segment
Fiber Optic Communications	$	3,533	$	4,969	$	7,044	$	14,615	$	36,133	$	44,439	$	102,231
Semiconductor Equipment		16,274		16,037		12,324		22,006		27,292		24,971		86,593
Aerospace and Research		13,727		12,534		13,002		8,142		11,500		11,860		44,504
Computer Peripherals		1,185		704		728		954		1,863		1,811		5,356
Other		8,302		8,774		10,427		11,514		15,738		13,600		51,279
Total – Continuing Operations		43,021		43,018		43,525		57,231		92,526		96,681		289,963
Industrial Metrology Systems Division		—		4,768		6,035		4,877		5,220		7,672		23,804
Minnesota Operations		954		899		766		795		1,153		2,388		5,102
Total including discontinued operations	$	43,975	$	48,685	$	50,326	$	62,903	$	98,899	$	106,741	$	318,869
As a percentage of net sales:
Fiber Optic Communications		8.2		11.6		16.2		25.5		39.1		46.0		35.3
Semiconductor Equipment		37.8		37.3		28.3		38.5		29.5		25.8		29.9
Aerospace and Research		31.9		29.1		29.9		14.2		12.4		12.3		15.3
Computer Peripherals		2.8		1.6		1.7		1.7		2.0		1.9		1.8
Other		19.3		20.4		24.0		20.1		17.0		14.1		17.7
Total – Continuing Operations		100.0		100.0		100.0		100.0		100.0		100.0		100.0
Orders by Market Segment
Fiber Optic Communications	$	5,072	$	4,441	$	4,898	$	6,196	$	11,866	$	36,426	$	59,386
Semiconductor Equipment		20,543		14,145		6,682		6,460		16,453		18,930		48,525
Aerospace and Research		13,428		10,078		11,948		11,827		9,257		8,691		41,723
Computer Peripherals		3,505		978		986		630		1,145		2,017		4,778
Other		6,739		8,577		8,662		8,496		10,453		15,762		43,373
Total – Continuing Operations		49,287		38,219		33,176		33,609		49,174		81,826		197,785
Industrial Metrology Systems Division		—		4,532		5,122		4,531		5,517		7,591		22,761
Minnesota Operations		1,136		1,328		612		454		513		1,493		3,072
Total including Discontinued Operations	$	50,423	$	44,079	$	38,910	$	38,594	$	55,204	$	90,910	$	223,618
As a percentage of total orders:
Fiber Optic Communications		10.3		11.6		14.8		18.4		24.1		44.5		30.0
Semiconductor Equipment		41.7		37.0		20.1		19.2		33.5		23.1		24.5
Aerospace and Research		27.2		26.4		36.0		35.2		18.8		10.6		21.1
Computer Peripherals		7.1		2.6		3.0		1.9		2.3		2.5		2.4
Other		13.7		22.4		26.1		25.3		21.3		19.3		21.9
Total – Continuing Operations		100.0		100.0		100.0		100.0		100.0		100.0		100.0
Book-to-Bill
Fiber Optic Communications		1.44		0.89		0.70		0.42		0.33		0.82		0.58
Semiconductor Equipment		1.26		0.88		0.54		0.29		0.60		0.76		0.56
Aerospace and Research		0.98		0.80		0.92		1.45		0.80		0.73		0.94
Computer Peripherals		2.96		1.39		1.35		0.66		0.61		1.11		0.89
Other		0.81		0.98		0.83		0.74		0.66		1.16		0.85
Total – Continuing Operations		1.15		0.89		0.76		0.59		0.53		0.85		0.68

Please See Attached Explanatory Notes

NEWPORT CORPORATION

Business Segment Information

(In thousands, except percentages)	Three months ended												Year ended December 31, 2001
	June 30, 2002		March 31, 2002		December 31, 2001		September 30, 2001		June 30, 2001		March 31, 2001
Industrial and Scientific Technologies:
Net sales to external customers	$    29,933		$    33,217		$    30,318		$    34,649		$    52,296		$    61,760		$  179,023
Segment income (loss)	3,348		4,558		3,371		5,320		14,146		18,951		41,788
Segment income (loss) as a percent of segment sales	11.2		13.7		11.1		15.4		27.0		30.7		23.3
Advanced Packaging and Automation Systems:
Net sales to external customers	13,088		9,801		13,206		22,583		40,230		34,921		110,940
Segment income (loss)	(4,442	)	(6,168	)	(2,091	)	(1,602	)	7,000		5,570		8,877
Segment income (loss) as a percent of segment sales	(33.9	)	(62.9	)	(15.8	)	(7.1	)	17.4		16.0		8.0
Unallocated amounts:
Operating expenses	(2,382	)	(2,035	)	(2,158	)	(3,879	)	(3,371	)	(4,659	)	($14,067	)
Restructuring and impairment charges	—		—		—		(34,301	)	—		—		(34,301	)
Acquisition and other non-recurring charges	—		—		—		—		—		(10,683	)	(10,683	)
Interest and other income (expense), net	2,164		2,524		3,360		3,035		3,457		3,934		13,786
Asset write-down	(6,490	)	—		—		—		—		—		—
Consolidated:
Net sales	43,021		43,018		43,524		57,232		92,526		96,681		289,963
Income (loss) from continuing operations before income taxes	(7,802	)	(1,121	)	2,482		(31,427	)	21,232		13,113		5,400
Income (loss) from continuing operations before income taxes as a percent of net sales	(18.1	)	(2.6	)	5.7		(54.9	)	22.9		13.6		1.9

NOTE: Segment information represents results from continuing operations

Please See Attached Explanatory Notes