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)

July 20, 2015

NEWPORT CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	000-01649	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)

(949) 863-3144

(Registrant’s 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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

On July 14, 2015, Newport Corporation (the “Company”) posted an investor presentation to the Investor Relations page of its website that erroneously included the Company’s previously issued guidance regarding its expected financial results for the second quarter ended July 4, 2015, rather than the Company’s current expected financial results for such quarter.  On July 20, 2015, the Company issued a press release announcing updated guidance regarding its expected financial results for the second quarter ended July 4, 2015, which differ from the Company’s previously issued guidance.  The Company’s press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

This information shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as may be set forth by specific reference in such a filing.

Use of Non-GAAP Financial Measures

In the press release attached to this report as Exhibit 99.1, the Company has provided guidance concerning its expected non-GAAP earnings per diluted share for the second quarter of 2015.  As of July 20, 2015, the Company is unable to quantify the impact of the items expected to be excluded from such non-GAAP earnings per diluted share.

The Company has provided this non-GAAP guidance with the intent of providing both management and investors with an enhanced understanding of the Company’s core operating performance trends, and the Company believes that this information is useful for comparing the Company’s expected results with its historical financial results, as well as with the results of other companies that may report non-GAAP measures that exclude similar items.  The Company believes that the items excluded from non-GAAP earnings per diluted share generally do not reflect the ongoing operating performance of the Company’s business.  In addition, adjusted non-GAAP measures are among the primary indicators that management uses as a basis for its planning and forecasting and may also be used by management for other purposes including its evaluation of performance to determine the achievement of goals under the Company’s incentive plans.

However, the presentation of this additional information is not meant to be considered in isolation or as a substitute for the Company’s financial measures prepared in accordance with GAAP.  Non-GAAP measures exclude items that may have a material impact on the Company’s operating results calculated in accordance with GAAP, which impact will be included in the Company’s GAAP financial statements.  Although the Company believes it is useful for investors to view the Company’s core operating results in the absence of the excluded items, certain of these excluded items represent actual expenses that impact the cash available to the Company for other uses.  To gain a comprehensive understanding of all impacts on the Company’s income from any and all events, management also relies upon the Company’s GAAP financial statements, and investors should as well.  Further, the Company notes that non-GAAP measures may be defined and calculated differently among companies, or from period to period by the same company, which may limit the usefulness of the non-GAAP information to an investor.

The Company expects to incur stock-based compensation expense, amortization of intangible assets, and acquisition-related, restructuring and severance costs in future periods, and may also incur other items, such as significant gains or losses from contingencies.  Additionally, the Company may be impacted by significant tax matters in future periods.  The Company may present non-GAAP financial measures for such future periods that exclude any or all of the foregoing items, if it believes that doing so is consistent with the goal of providing useful information to investors and management.

Item 7.01 Regulation FD Disclosure

The information disclosed above under Item 2.02 is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.	Description
99.1	Press Release dated July 20, 2015 (furnished pursuant to Item 2.02 and not deemed filed).

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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.

July 20, 2015	NEWPORT CORPORATION
	By:	/s/ Jeffrey B. Coyne
		Jeffrey B. Coyne
		Senior Vice President, General Counsel and
		Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 20, 2015 (furnished pursuant to Item 2.02 and not deemed filed).

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EX-99.1

Exhibit 99.1

Press Release

Contact:

Charles F. Cargile, 949/863-3144

Newport Corporation, Irvine, CA

investor@newport.com

or

Christopher Toth, 949/331-0337

Investor Relations Consultant

chris.toth@newport.com

NEWPORT CORPORATION UPDATES OUTLOOK

FOR THE SECOND QUARTER OF 2015

Irvine, California — July 20, 2015 — Newport Corporation (NASDAQ: NEWP) today announced that it currently expects its sales for the second quarter of 2015 to be in the range of $147 million to $148 million, compared with the company’s previous guidance of $154 million to $161 million.  In addition, Newport now expects its non-GAAP earnings per diluted share for the second quarter of 2015 to be in the range of $0.24 to $0.26, excluding the amortization of intangible assets, stock-based compensation expense, acquisition-related, restructuring and severance costs, losses on disposals of assets and the tax impact of the excluded amounts.  The lower expected earnings are due to the lower sales level, a loss of approximately $1.4 million (or $0.02 per diluted share) from the company’s newly acquired Femtolasers business, and an inventory charge of approximately $1.1 million (or $0.02 per diluted share).

Commenting on the revised outlook, Robert J. Phillippy, Newport’s President and Chief Executive Officer, stated, “We are disappointed in our second quarter performance, and we are implementing specific actions to improve our company’s financial results going forward.  Despite the lower second quarter sales, we continue to expect record sales for 2015.  In addition, we expect our sales and non-GAAP net income for the second half of 2015 to be higher than our first half results.”

Newport will announce its second quarter results on Tuesday, August 4, 2015, and will provide further information regarding the company’s second quarter sales and earnings, and its business outlook for the third quarter and remainder of 2015 at that time.

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.  Newport’s 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 & Poor’s SmallCap 600 Index and the Russell 2000 Index.

Learn more about Newport at www.newport.com and follow the company on Twitter, YouTube and Facebook.  To download Newport’s investor relations app, which offers access to its SEC filings, press releases, videos, audiocasts and more, please visit Apple’s App Store for the iPhone and iPad or Google Play for Android mobile devices.

SAFE HARBOR STATEMENT

This news release contains forward-looking statements, including without limitation statements regarding the company’s expected sales and non-GAAP earnings per diluted share in the second quarter of 2015 and the company’s expectation of record sales for 2015 and sales and non-GAAP income for the second half of 2015 that are higher than the company’s first half results.  Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.  Assumptions relating to the foregoing involve judgments and risks with respect to, among other things, the strength of business conditions in the industries Newport serves, particularly the semiconductor and defense and security industries; Newport’s ability to achieve the expected benefits from the integration of acquired businesses; Newport’s ability to successfully penetrate and increase sales to its targeted end markets; the levels of private and governmental research funding worldwide; potential order cancellations and push-outs; future economic, competitive and market conditions, including those in Europe and Asia and those related to its strategic markets; whether its products will continue to achieve customer acceptance; and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Newport.  Certain of these judgments and risks are discussed in more detail in Newport’s periodic reports filed with the Securities and Exchange Commission.  Although Newport believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in forward-looking statements 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 that Newport’s objectives or plans will be achieved.  Newport undertakes no obligation to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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