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)

November 30, 2004

NEWPORT CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	000-1649	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)

Registrant’s telephone number, including area code: (949) 863-3144

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:

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

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

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

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

Item 1.01. Entry into a Material Definitive Agreement.

On November 30, 2004, Newport Corporation (the “Registrant”) entered into an amendment to the Business Loan Agreement, Promissory Note and certain related documents by and between the Registrant and Bank of America, N.A., dated September 25, 2002, as previously amended on August 21, 2003 and October 27, 2003 (the “Amendment No. 3 to Loan Documents”). The Amendment No. 3 to Loan Documents extends the expiration date of the Registrant’s $5,000,000 revolving line of credit to December 1, 2005.

The Amendment No. 3 to Loan Documents is included as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
10.1	Amendment No. 3 to Loan Documents by and between the Registrant and Bank of America, N.A. dated November 30, 2004.

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.

December 3, 2004	NEWPORT CORPORATION
	By:	/s/ Jeffrey B. Coyne
		Jeffrey B. Coyne
		Senior Vice President, General Counsel and
		Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment No. 3 to Loan Documents by and between the Registrant and Bank of America, N.A. dated November 30, 2004.

EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 3 TO LOAN DOCUMENTS

This Amendment No. 3 (the “Amendment”) dated as of November 30, 2004, is between Bank of America, N.A. (“Lender”) and Newport Corporation (“Borrower”).

RECITALS

A. Borrower has executed various documents concerning credit extended by the Lender, including, without limitation, the following documents (the “Loan Documents”):

1. A certain Business Loan Agreement dated as of September 25, 2002 (together with any previous amendments, the “Loan Agreement”).

2. A certain Promissory Note dated as of September 25, 2002 in the original principal amount of $5,000,000.00 (together with any previous amendments, the “Note”).

B. Lender and Borrower desire to amend the Loan Documents.

AGREEMENT

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Loan Documents.

2. Amendments to Loan Agreement. The Exhibit to Loan Agreement is hereby amended as follows:

(a) In paragraph number 1.1(c), entitled “Availability Period,” the date December 1, 2004 is changed to December 1, 2005.

(b) In paragraph number 1.1 (d)(ii), the term “maximum maturity of 365 days” is changed to “maximum maturity of two (2) years”.

3. Amendments to Note. The Note is hereby amended as follows:

(a) In the paragraph entitled “Payment,” the date December 1, 2004 is changed to December 1, 2005.

(b) In the paragraph entitled “Advances Under the Line of Credit,” the date December 1, 2004 is changed to December 1, 2005.

4. Representations and Warranties. When Borrower signs this Amendment, Borrower represents and warrants to Lender that: (a) there is no event which is, or with notice or lapse of time or both would be, a default under the Loan Documents except those events, if any, that have been disclosed in writing to Lender or waived in writing by Lender, (b) the representations and warranties in the Loan Documents are true as of the date of this Amendment as if made on the date of this Amendment, (c) this Amendment does not conflict with any law, agreement, or obligation by which Borrower is bound, and (d) this Amendment is within Borrower’s powers, has been duly authorized, and does not conflict with any of Borrower’s organizational papers.

5. Effect of Amendment. Except as provided in this Amendment, all of the terms and conditions of the Loan Documents shall remain in full force and effect.

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6. Counterparts. This Amendment may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

7. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

This Amendment is executed as of the date stated at the beginning of this Amendment.

Borrower:	Lender:
Newport Corporation	Bank of America, N.A.

By:	/s/ William R. Abbott	By:	/s/ Anna C. Ruiz
	William R. Abbott, Vice President-Finance/Treasurer		Anna C. Ruiz, Vice President
By:	/s/ Jeffrey B. Coyne
	Jeffrey B. Coyne, Vice President/General Counsel

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