-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UcqTIAvwhDbANQLLm0/18iM9wd6c+RDZC/qn3YuEACRulYfGZjBwsHJ0b7Tsw7G5 YEMdQMykFKiJMc5da4uZvw== 0001017062-97-000617.txt : 19970409 0001017062-97-000617.hdr.sgml : 19970409 ACCESSION NUMBER: 0001017062-97-000617 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970408 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWPORT CORP CENTRAL INDEX KEY: 0000225263 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 940849175 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-01649 FILM NUMBER: 97576299 BUSINESS ADDRESS: STREET 1: 1791 DEERE AVE CITY: IRVINE STATE: CA ZIP: 92714 BUSINESS PHONE: 7148633144 FORMER COMPANY: FORMER CONFORMED NAME: DOLE JAMES CORP DATE OF NAME CHANGE: 19910905 10-K405/A 1 AMENDED FORM 10-K RE FYE 12/31/96 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 *** FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 ---------------------------- OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission File Number 0-1649 ------- NEWPORT CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 094-0849175 - -------------------------------------------------------------------------------- (State of other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1791 Deere Avenue, Irvine, CA 92606 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (714) 863-3144 -------------- Securities registered pursuant to Section 12(b) of the Act: None ------ Securities registered pursuant to Section 12(g) of the Act: Common Stock, Stated Value $0.35 per Share ------------------------------------------ (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [_] The aggregate market value of the voting stock held by non-affiliates of the Registrant was $78,746,000 as of March 10, 1997. The number of shares outstanding of each of the issuer's classes of common stock as of March 10, 1997, was 8,919,494. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held on May 28, 1997, are incorporated by reference into Part III. Page 1 of 14 Pages Exhibit Index on Sequentially Numbered Page 7 PART IV ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K - ------- ---------------------------------------------------------------- (a) 1. Financial Statements and Financial Statement Schedules --------------------------------------------------------- Report of Independent Auditors 21 FINANCIAL STATEMENTS: -------------------- Consolidated income statement for the years ended December 31, 1996, 1995 and 1994 22 Consolidated balance sheet at December 31, 1996 and 1995 23 Consolidated statement of cash flows for the years ended December 31, 1996, 1995 and 1994 24 Consolidated statement of stockholders' equity for the years ended December 31, 1996, 1995 and 1994 25 Notes to consolidated financial statements 26-35 FINANCIAL STATEMENT SCHEDULES: ----------------------------- II - Consolidated valuation accounts 36
All other schedules are omitted as the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or notes thereto. 2. Exhibits ----------- The exhibits set forth below are filed as part of this Annual Report: Exhibit 3.1 Restated Articles of Incorporation of Newport Corporation, a Nevada corporation, as amended to date (incorporated by reference to exhibit in the Company's 1987 Proxy Statement). Exhibit 3.2 Restated Bylaws of Newport Corporation, a Nevada corporation, as amended to date (incorporated by reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K for the year ended July 31, 1992). Exhibit 10.1 Lease Agreement dated March 27, 1991, as amended, pertaining to premises located in Irvine, California (incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K for the year ended July 31, 1992). Exhibit 10.3 1992 Incentive Stock Plan (incorporated by reference to exhibit in the Company's 1992 Proxy Statement).*
Page 2 of 14 Pages ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K (CON'T) - ------- ------------------------------------------------------------------------ Exhibit 10.4 Loan and Security Agreement dated June 23, 1993, with exhibits and Promissory Note (incorporated by reference to Exhibit 10.4 of the Company's Form 10-Q for the quarter ended June 30, 1993). Exhibit 10.5 Acquisition of subsidiaries of Micro-Controle S.A., with exhibits (incorporated by reference to Form 8-K filed June 28, 1991, and amended July 23, 1992). Exhibit 10.6 Acquisition of Micro-Controle S.A., with exhibits (incorporated by reference to Form 8-K filed September 18, 1991, and amended July 23, 1992). Exhibit 10.7 Form of Severance Compensation Agreement between Newport Corporation and certain Executive Officers (incorporated by reference to Exhibit 10.7 of the Company's Annual Report on Form 10-K for the year ended December 31, 1993).* Exhibit 10.8 Stock Purchase Agreement dated as of February 14, 1995, among Newport Corporation as Purchaser, RAM Optical Instrumentation, Inc. and Mark G. Arenal, Harry J. Brown, The Harry & Patricia Brown Living Trust 1994, John G. Hartwell, and The John G. Hartwell Family Trust Established 1/3/90 as Sellers (incorporated by reference to Exhibit 2.1 of the Company's Form 8-K filed March 15, 1995).* Exhibit 10.9 Credit Agreement dated as of December 20, 1995 between Newport Corporation and ABN AMRO Bank N.V., Los Angeles International Branch (incorporated by reference to Exhibit 10.10 of the Company's Annual Report on Form 10-K for the year ended December 31, 1995). Exhibit 10.10 Note Agreement dated as of May 2, 1996 between Newport Corporation and The Prudential Insurance Company of America (incorporated by reference to Exhibit 10.8 of the Company's Form 10-Q for the quarter ended March 31, 1996). Exhibit 10.11 First Amendment to Credit Agreement dated as of October 31, 1996 between Newport Corporation and ABN AMRO Bank N.V., Los Angeles International Branch (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended September 30, 1996). Exhibit 10.12 Severance Compensation Agreement dated as of April 8, 1996, between Newport Corporation, a Nevada Corporation, and Robert J. Phillippy, Vice President and General Manager (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q for the quarter ended September 30, 1996).*
Page 3 of 14 Pages ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K (CON'T) - ------- ------------------------------------------------------------------------ Exhibit 10.13 Severance Compensation Agreement dated as of May 1, 1996, between Newport Corporation, a Nevada Corporation, and Robert G. Deuster, President and Chief Executive Officer (incorporated by reference to Exhibit 10.3 of the Company's Form 10-Q for the quarter ended September 30, 1996).* Exhibit 10.14 Agreement Regarding Retirement Compensation Package dated as of November 7, 1996 between Newport Corporation and Richard E. Schmidt* Exhibit 10.15 Consulting Agreement dated as of November 7, 1996 between Newport Corporation and Richard E. Schmidt* Exhibit 21 Subsidiaries of Registrant 38 Exhibit 23 Consent of Independent Auditors 39 Exhibit 27 Financial Data Schedule (Article 5 of 40 Regulation S-X)
___________ *Required to be filed pursuant to Item 14(a) (3) of Form 10-K (b) Reports on Form 8-K ------------------- The Company filed no Reports on Form 8-K during the quarter ended December 31, 1996. Page 4 of 14 Pages SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. NEWPORT CORPORATION /s/ Robert G. Deuster - ------------------------------------------------------- Robert G. Deuster President and Chief Executive Officer (Principal Executive Officer) /s/ Robert C. Hewitt - ------------------------------------------------------- Robert C. Hewitt Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) Date: April 4, 1997 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on behalf of the following persons by their attorney-in- fact on behalf of the Registrant and in the capacities and on the dates indicated. * April 4, 1997 - --------------------------------------------------------- R. Jack Aplin, Member of the Board Date * April 4, 1997 - --------------------------------------------------------- Robert L. Guyett, Member of the Board Date * April 4, 1997 - --------------------------------------------------------- Louis B. Horwitz, Member of the Board Date * April 4, 1997 - --------------------------------------------------------- Dan L. McGurk, Member of the Board Date * April 4, 1997 - --------------------------------------------------------- C. Kumar N. Patel, Member of the Board Date
Page 5 of 14 Pages * April 4, 1997 - --------------------------------------------------------- Richard E. Schmidt, Chairman of the Board Date * April 4, 1997 - --------------------------------------------------------- John T. Subak, Member of the Board Date
*By: /s/ Robert C. Hewitt ----------------------------------- Robert C. Hewitt Attorney-in-Fact Page 6 of 14 Pages NEWPORT CORPORATION FORM 10-K/A Exhibit Index -------------
Exhibit Description Sequential - ------- Page Number ----------- 3.1 Restated Articles of Incorporation of -- Newport Corporation, a Nevada corporation, as amended to date (incorporated by reference to exhibit in the Company's 1987 Proxy Statement).* 3.2 Restated Bylaws of Newport Corporation, -- a Nevada corporation, as amended to date (incorporated by reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K for the year ended July 31, 1992).* 10.1 Lease Agreement dated March 27, 1991, -- as amended, pertaining to premises located in Irvine, California (incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K for the year ended July 31, 1992).* 10.3 1992 Incentive Stock Plan (incorporated -- by reference to exhibit in the Company's 1992 Proxy Statement).* 10.4 Loan and Security Agreement dated June -- 23, 1993, with exhibits and Promissory Note (incorporated by reference to Exhibit 10.4 of the Company's Form 10-Q for the quarter ended June 30, 1993).* 10.5 Acquisition of subsidiaries of -- Micro-Controle S.A., with exhibits (incorporated by reference to Form 8-K filed June 28, 1991, and amended July 23, 1992).* 10.6 Acquisition of Micro-Controle S.A., -- with exhibits (incorporated by reference to Form 8-K filed September 18, 1991, and amended July 23, 1992).* 10.7 Form of Severance Compensation -- Agreement between Newport Corporation and certain Executive Officers (incorporated by reference to Exhibit 10.7 of the Company's Annual Report on Form 10-K for the year ended December 31, 1993).* 10.8 Stock Purchase Agreement dated as of -- February 14, 1995, among Newport Corporation as Purchaser, RAM Optical Instrumentation, Inc. and Mark G. Arenal, Harry J. Brown, The Harry & Patricia Brown Living Trust 1994, John G. Hartwell, and The John G. Hartwell Family Trust Established 1/3/90 as Sellers (incorporated by reference to Exhibit 2.1 of the Company's Form 8-K filed March 15, 1995).*
Page 7 of 14 Pages 10.9 Credit Agreement dated as of December -- 20, 1995 between Newport Corporation and ABN AMRO Bank N.V., Los Angeles International Branch (incorporated by reference to Exhibit 10.10 of the Company's Annual Report on Form 10-K for the year ended December 31, 1995).* 10.10 Note Agreement dated as of May 2, 1996 -- between Newport Corporation and The Prudential Insurance Company of America (incorporated by reference to Exhibit 10.8 of the Company's Form 10-Q for the quarter ended March 31, 1996).* 10.11 First Amendment to Credit Agreement -- dated as of October 31, 1996 between Newport Corporation and ABN AMRO Bank N.V., Los Angeles International Branch (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended September 30, 1996).* 10.12 Severance Compensation Agreement dated -- as of April 8, 1996, between Newport Corporation, a Nevada Corporation, and Robert J. Phillippy, Vice President and General Manager (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q for the quarter ended September 30, 1996).* 10.13 Severance Compensation Agreement dated -- as of May 1, 1996, between Newport Corporation, a Nevada Corporation, and Robert G. Deuster, President and Chief Executive Officer (incorporated by reference to Exhibit 10.3 of the Company's Form 10-Q for the quarter ended September 30, 1996).* 10.14 Agreement Regarding Retirement Compensation Package dated as of 9 November 7, 1996 between Newport Corporation and Richard E. Schmidt 10.15 Consulting Agreement dated as of 11 November 7, 1996 between Newport Corporation and Richard E. Schmidt 21 Subsidiaries of Registrant* -- 23 Consent of Independent Auditors* -- 27 Financial Data Schedule (Article 5 of -- Regulation S-X)*
- ----------------- * Previously Filed Page 8 of 14 Pages EX-10.14 2 RETIREMENT COMPENSATION PKG. FOR R. SCHMIDT EXHIBIT 10.14 [NEWPORT CORPORATION LETTERHEAD] November 7, 1996 Mr. Richard E. Schmidt Re: Retirement Compensation Package Dear Dick: I am pleased to report that, in recognition of your outstanding service to the Company, the Company's Compensation Committee has approved a retirement compensation package for you. Accordingly, the Company agrees as follows: 1. Nonqualified Stock Options. The Company agrees that the vesting of -------------------------- the nonqualified stock options currently held by you shall be accelerated, effective as of the date of your retirement as an employee of the Company, so as to be exercisable for all of the shares subject thereto (immediately prior to such acceleration, options for 33,750 shares remained unvested). In addition, the Company acknowledges and agrees that the option agreements governing such options permit you to exercise such options for so long as you serve as a member of the Company's Board of Directors, and for three (3) months thereafter. 2. Restricted Stock. The Company agrees to amend the Restricted Stock ---------------- Award Agreements governing the shares of restricted stock currently held by you so as to provide that service as a member of the Company's Board of Directors shall be deemed to constitute "employment with the Company" for purposes of Section 2.1 thereof, so that the Termination Date (as defined in such Agreements) shall not be deemed to occur until termination of your service as a member of the Board. 3. Consulting Agreement. The Company shall enter into a Consulting -------------------- Agreement with you pursuant to which you will provide consulting services to the Company for a period of one (1) year, which Agreement shall be renewable, in the sole discretion of the Company's Board of Directors, for up to four (4) additional one (1) year terms. Your compensation for such consulting services shall be $100,000 per year. 4. Health Insurance. The Company shall provide you with supplemental ---------------- health care insurance, without charge, for life. Page 9 of 14 Pages If the foregoing is acceptable, please so indicate by executing a copy of this letter at the place indicated below and returning it to me at the Company. If you have any questions, please do not hesitate to call me. Sincerely, /s/ Robert G. Deuster Robert G. Deuster ACCEPTED AND AGREED: /s/ Richard E. Schmidt - ---------------------- Richard E. Schmidt Page 10 of 14 Pages EX-10.15 3 CONSULTING AGREEMENT WITH RICHARD SCHMIDT EXHIBIT 10.15 CONSULTING AGREEMENT -------------------- This Consulting Agreement ("Agreement") is made this 7th day of November, 1996, between Richard E. Schmidt ("Schmidt") and Newport Corporation, a Nevada corporation ("Newport"). R E C I T A L S --------------- A. Schmidt has been an employee, Chairman and Chief Executive Officer of Newport for several years and is scheduled to retire on December 31, 1996; and B. Newport and Schmidt now desire to provide for a consulting relationship between the parties following Schmidt's retirement. NOW THEREFORE, the parties agree as follows: 1. Consulting. Newport shall engage Schmidt as a business consultant and ---------- Schmidt shall serve Newport in such capacity, upon the terms hereinafter set forth. 2. Consulting Term. The period of Schmidt's engagement as a consultant --------------- shall begin on January 1, 1997 and extend for a period of twelve (12) months thereafter. Newport may, at its sole option, extend this Agreement for successive additional twelve (12) month periods or any fraction thereof, subject to the willingness of Schmidt to continue to serve in the capacity as consultant. Each such additional period shall be deemed to be a new Consulting Term hereunder. Should this Agreement be in force at the time of change in control (defined in Section 5), this Agreement shall automatically renew and extend from the date of Schmidt's retirement to a date five (5) years later, with all terms and conditions as set forth herein. 3. Duties. During the Consulting Term, so long as Schmidt is being ------ compensated hereunder, Schmidt shall, from time to time, at mutually agreed upon times, render such advice and consultation in such manner as Newport shall make known, including without limitation, advice and consultation regarding strategic planning, management, financial analysis, product planning or other corporate matters. Subject to Section 7 regarding confidentiality, Schmidt may engage in other activities during the Consulting Term, provided he is able to make himself reasonably available to Newport from time to time for consultation assignments. 4. Compensation - Consulting Term. As compensation for Schmidt's ------------------------------ services as a consultant for each twelve-month Consulting Term, Newport shall pay Schmidt a fee in the sum of Page 11 of 14 Pages $100,000 plus travel expenses, if any, incurred by Schmidt in rendering such services. Payment of such amount shall be made on a quarterly basis during each Consulting Term. 5. Change in Control. ----------------- "Change in control" of Newport shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"); provided that, without limitation, such a change in control shall be deemed to have occurred if (a) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of securities of Newport representing 30% of more of the combined voting power of Newport's then outstanding securities ordinarily (apart from rights accruing under special circumstances) having the right to vote at elections of directors, (b) the persons who were directors of Newport immediately prior to any merger, consolidation, sale of assets or securities, contested election, or any combination of the foregoing, shall as a result thereof cease to constitute a majority of the Board of Directors of Newport or its successor, or (c)the persons who were directors of Newport immediately prior to a tender offer or exchange offer for the voting stock of Newport (other than by Newport or a subsidiary) shall, within two (2) years after the making of such tender or exchange offer, cease to constitute a majority of the Board of Directors of Newport or its successor. 6. Death or Disability. ------------------- (a) In the event of Schmidt's death or disability prior to a change in control as set forth in Section 5 above: (i) If, during the course of the Consulting Term, Schmidt dies, the consulting provisions of this Agreement, as applicable, shall terminate, and Schmidt's estate shall be paid, within fifteen (15) days, a termination settlement of twelve (12) months of fee as set forth in Section 4(a). (ii) If, during the course of the Consulting Term, Schmidt suffers a physical or mental disability due to illness or incapacity such that, based on competent medical evidence, Schmidt is unable to carry out the duties to be performed by him hereunder, the consulting provisions of this Agreement shall terminate, and Schmidt's estate shall be paid, within fifteen (15) days, a termination settlement of twelve (12) months of fee as set forth in Section 4(a). (b) In the event of the death or disability of Schmidt following a change in control, Schmidt or his estate shall continue to receive payments as set forth in Section 4 for the remainder of the term of the Agreement, as defined in Section 2. 7. Confidentiality. During the Consulting Term, Schmidt shall refrain --------------- from directly or indirectly, for his own account or as agent, servant, employee or member of any firm (a) disclosing to any other person or entity any confidential information or trade secrets of Newport, without Newport's written consent, and (b) engaging, hiring, employing or soliciting the Page 12 of 14 Pages employment of any of Newport's then employees or of the then employees of any of Newport's affiliates or subsidiaries. The violation of any of these provisions shall provide just cause for the full and unconditional release, without liability to Newport, of all of Newport's obligations hereunder. 8. Miscellaneous. ------------- (a) Assignment. The performance of Schmidt contemplated hereunder is ---------- personal in nature and, accordingly, neither this Agreement nor any part thereof may be assigned by either party hereto. (b) Successors and Affiliates. Except as otherwise provided herein, ------------------------- this Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, heirs and personal representatives and, in the case of Newport, any successor by operation of law or otherwise. Newport shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Newport, by agreement in form satisfactory to Schmidt, to expressly assume and perform this Agreement in the same manner and to the same extent that Newport would be required to perform and if no such succession had taken place. (c) Waiver and Amendment. A party's failure to enforce any of its -------------------- rights hereunder shall not be deemed to be a waiver of such rights, unless such waiver is in writing and signed by the waiving party. Waiver of any one breach shall not be deemed to be a waiver of any other breach of the same or any other provisions hereof. This Agreement may be amended only by a written agreement executed by either party hereto. (d) Governing Law. The validity of this Agreement, the construction ------------- of its terms and the determination of the rights and duties of the parties hereto shall all be governed by the laws of the State of California. (e) Entire Agreement. This Agreement contains the sole and entire ---------------- agreement and understanding of the parties with respect to the subject matter hereof, and any and all prior discussions, negotiations, commitments, letters of intent, memoranda, writings and understandings related hereto, are hereby superseded. No representations oral or otherwise, express or implied, other than those contained herein, have been made by any party hereto. (f) Severability. This Agreement is severable to the extent that if ------------ any of its provisions should be declared invalid by court of competent jurisdiction, the validity and enforceability of the remaining provisions shall not thereby be adversely affected. Page 13 of 14 Pages IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement as of the date and year first above written. NEWPORT CORPORATION, a Nevada corporation By: /s/ Robert G. Deuster -------------------------- Robert G. Deuster, Chief Executive Officer /s/Richard E. Schmidt -------------------------- Richard E. Schmidt Page 14 of 14 Pages -----END PRIVACY-ENHANCED MESSAGE-----