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): March 30, 2014
NEWPORT CORPORATION
(Exact name of registrant as specified in its charter)
Nevada |
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000-01649 |
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94-0849175 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
1791 Deere Avenue, Irvine, California |
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92606 |
(Address of principal executive offices) |
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(Zip Code) |
(949) 863-3144
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On March 30, 2014, the Board of Directors (the Board) of Newport Corporation (the Registrant) appointed Cherry A. Murray as a member of the Board effective immediately to fill the existing vacancy on the Board. Dr. Murray has been nominated by the Board for election at the Registrants upcoming annual meeting of stockholders, which will be held in May 2014. Dr. Murray is an independent director as defined by Rule 5605(a)(2) of the Nasdaq Listing Rules. The Board has not made any determinations as to the appointment of Dr. Murray to any committees of the Board at this time.
For her service on the Board, Dr. Murray will receive the regular cash compensation paid and equity compensation awarded by the Registrant to non-employee directors as described under the heading Director Compensation in the Registrants Proxy Statement filed with the Securities and Exchange Commission on April 10, 2013 in connection with its 2013 Annual Meeting of Stockholders. In addition, the Registrant will enter into an Indemnification Agreement with Dr. Murray, in substantially the form previously filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2002, filed with the Securities and Exchange Commission on August 12, 2002.
A copy of the press release issued by the Registrant announcing the appointment of Dr. Murray as a director is attached to this report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
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99.1 |
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Press release issued by the Registrant dated April 2, 2014. |
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.
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NEWPORT CORPORATION |
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Date: April 2, 2014 |
By: |
/s/ Jeffrey B. Coyne |
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Jeffrey B. Coyne |
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Senior Vice President, General Counsel and |
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Corporate Secretary |
Exhibit 99.1
Press Release
Contact:
Charles F. Cargile, 949/863-3144
Newport Corporation, Irvine, CA
investor@newport.com
or
Rob Fink, 212/896-1206
KCSA Strategic Communications
newport@kcsa.com
CHERRY MURRAY, PH.D., HARVARD ENGINEERING DEAN,
JOINS BOARD OF DIRECTORS OF NEWPORT CORPORATION
Irvine, California April 2, 2014 Newport Corporation (NASDAQ: NEWP) announced today that Cherry Murray, Ph.D. has joined the companys Board of Directors. Dr. Murray is Dean of the School of Engineering and Applied Sciences at Harvard University. She also holds the John A. and Elizabeth S. Armstrong Professorship of Engineering and Applied Sciences and is a Professor of Physics at Harvard.
Prior to joining Harvard in 2009, Dr. Murray served as Principal Associate Director for Science and Technology for Lawrence Livermore National Laboratory. Prior to joining Lawrence Livermore in 2004, Dr. Murray spent 27 years with Bell Laboratories and Lucent Technologies, where she led numerous research programs in areas such as fundamental physics, semiconductors and wireless networking.
Dr. Murray holds Bachelor of Science and Ph.D. degrees in Physics from the Massachusetts Institute of Technology. She was elected to the National Academy of Sciences in 1999, to the American Academy of Arts and Sciences in 2001, and to the National Academy of Engineering in 2002. Dr. Murray currently serves on the governing or advisory boards of a number of scientific organizations.
Kenneth F. Potashner, Chairman of the Board of Directors of Newport Corporation, said, Dr. Murray is a distinguished scientist, educator, and leader in the scientific community, and we are very pleased that she has joined Newports Board of Directors. She has extensive experience in advanced research in physics and engineering and a deep understanding of research funding dynamics on a global scale, which will be invaluable assets to Newport as we continue to build our scientific research business worldwide.
About Newport Corporation
Newport Corporation is a leading global supplier of advanced-technology products and systems to customers in the scientific research, microelectronics, life and health sciences, industrial manufacturing and defense/security markets. Newports innovative solutions leverage its expertise in advanced technologies, including lasers, photonics and precision motion equipment, and optical components and sub-systems, to enhance the capabilities and productivity of its customers manufacturing, engineering and research applications. Newport is part of the Standard & Poors SmallCap 600 Index and the Russell 2000 Index.
To download Newports investor relations app, which offers access to its SEC filings, press releases, videos, audiocasts and more, please visit Apples App Store for the iPhone and iPad or Google Play for Android mobile devices.
SOURCE: Newport Corporation