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 15, 2011

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:

¨ 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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On November 15, 2011, the Board of Directors (the “Board”) of Newport Corporation (the “Registrant”) appointed Christopher Cox as a member of the Board to fill the existing vacancy on the Board. Mr. Cox is not expected to serve as a member of any committee of the Board.

Mr. Cox is a partner of Bingham McCutchen LLP (“Bingham”), an international law firm, and is President of its subsidiary Bingham Consulting LLC. Bingham has been engaged by the Registrant from time to time commencing in 2011 to provide legal representation on various matters, and the Registrant expects to engage Bingham to provide certain legal services to the Registrant in the future. The Registrant has paid Bingham a total of $827,647 in fees for legal services provided during 2011 through October 2011, related primarily to legal services provided in connection with the Registrant’s acquisition of Ophir Optronics Ltd. The fees represent work performed by other lawyers at Bingham, and not by Mr. Cox. Such fees did not exceed 5% of Bingham’s consolidated gross revenues for such period, and the Registrant believes that the rates charged for the services performed by Bingham represented market rates for such services. Mr. Cox’s compensation as a partner of Bingham may be indirectly affected in part by the fees billed to the Registrant by Bingham. However, the Board has determined that the Registrant’s relationship with Bingham, and Mr. Cox’s relationship with Bingham, will not impair Mr. Cox’s independence as a director, and as such believes that Mr. Cox is an “independent director” as defined by Rule 5605(a)(2) of the Nasdaq Listing Rules. Mr. Cox will recuse himself from any involvement with respect to the retention of, or payments relating to, Bingham by the Registrant.

For his service on the Board, Mr. Cox will receive the regular cash compensation paid and equity compensation awarded by the Registrant to non-employee directors as described under the heading “Non-Employee Director Compensation” in the Registrant’s Proxy Statement filed with the Securities and Exchange Commission on April 6, 2011 in connection with its 2011 Annual Meeting of Stockholders.

In addition, the Registrant has entered into an Indemnification Agreement with Mr. Cox, effective November 15, 2011, in substantially the form previously filed as Exhibit 10.3 to the Registrant’s 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 Mr. Cox as a director is attached to this report as Exhibit 99.1.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release issued by the Registrant dated November 17, 2011.

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
Date: November 17, 2011	By:	/s/ Jeffrey B. Coyne
		Jeffrey B. Coyne
		Senior Vice President, General Counsel and
		Corporate Secretary

Exhibit Index

Exhibit Number	Description
99.1	Press release issued by the Registrant dated November 17, 2011.

EX-99.1

Exhibit 99.1

Press Release

Contact:

Charles F. Cargile, 949/863-3144

Newport Corporation, Irvine, CA

investor@newport.com

or

Dan Peoples, 858/552-8146

Makinson Cowell (US)

CHRISTOPHER COX, FORMER SEC CHAIRMAN,

JOINS BOARD OF DIRECTORS OF NEWPORT CORPORATION

Irvine, Calif. – November 17, 2011 – Newport Corporation (NASDAQ: NEWP) announced today that Christopher Cox has joined the company’s Board of Directors. Cox, 59, is a partner in the Corporate Practice Group of Bingham McCutchen LLP, an international law firm, and is President of the firm’s subsidiary Bingham Consulting LLC. He is a frequent lecturer worldwide on international business, capital markets and corporate governance matters.

Prior to joining Bingham, Cox served from August 2005 to January 2009 as the 28th Chairman of the Securities and Exchange Commission (SEC), where he made enforcement of the securities laws the agency’s top priority, bringing groundbreaking cases against a variety of market abuses. He led the international effort to more closely integrate U.S. and overseas regulation to address the growth of global capital markets, and championed the transformation of the SEC’s disclosure system to leverage the power of interactive data to give better information to investors. He also overhauled and strengthened the SEC’s requirements for executive compensation disclosure, and reinvigorated the agency’s focus on providing investors with information in straightforward, understandable language.

Previously, Cox served in the elected majority leadership of the U.S. House of Representatives from 1994 to 2005. He was first elected to Congress in 1988, and during his career served as Chairman of the Committee on Homeland Security following the September 11^th attacks; Chairman of the Select Committee on U.S. National Security and Military/Commercial

Exhibit 99.1

Concerns with the People’s Republic of China; Chairman of the House Policy Committee; Chairman of the Task Force on Capital Markets; Chairman of the Task Force on Budget Process Reform; and Co-Chairman of the Bipartisan Study Group on Enhancing Multilateral Export Controls. During his time in Congress, Cox was responsible for significant legislation, including the Internet Tax Freedom Act, the Private Securities Litigation Reform Act, and the Support for Eastern European Democracy (SEED) Act.

From 1986 to 1988, Cox served as a White House counsel to President Ronald Reagan. Previously, he had been a partner in the international law firm of Latham & Watkins, specializing in corporate and securities matters, and a member of the faculty of Harvard Business School, where he taught federal income tax.

In 1977, Cox simultaneously received an M.B.A. from Harvard Business School and a J.D. from Harvard Law School, where he was an Editor of the Harvard Law Review. He received a B.A. from the University of Southern California in 1973, graduating magna cum laude after pursuing an accelerated three-year course. He presently serves as a Trustee of the University.

Kenneth F. Potashner, Chairman of the Board of Directors of Newport Corporation, said, “We are extremely pleased that Chris Cox has joined Newport’s Board of Directors. He brings a wealth of experience in international business, capital markets and corporate governance matters, and has extensive knowledge of the global defense and security industry. These will be invaluable assets to Newport as we continue to pursue our growth strategies and expand our presence in international markets.”

About Newport Corporation

Newport Corporation is a leading global supplier of advanced-technology products and systems to customers in the scientific research, aerospace and defense/security, microelectronics, life and health sciences and precision industrial manufacturing markets. Newport’s innovative solutions leverage its expertise in photonics technologies, including lasers, photonics instrumentation, sub-micron positioning systems, vibration isolation, optical components and subsystems, precision automation and three-dimensional non-contact measurement equipment, 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.