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)

January 17, 2012

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 7.01. Regulation FD Disclosure.

On January 17, 2012, Newport Corporation (the “Registrant”) announced that it has completed its previously announced acquisition of ILX Lightwave Corporation (“ILX”), a market and technology leader in high-performance test and measurement solutions for laser diodes and other photonics components.

The purchase price for the acquisition was $9.3 million in cash, which amount is subject to adjustment based on ILX’s net assets at closing. ILX is now a wholly owned subsidiary of the Registrant and part of the Registrant’s Photonics and Precision Technologies Division.

The press release issued by the Registrant in connection with the announcement is attached as Exhibit 99.1 to this report and is furnished pursuant to this Item 7.01.

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 Registrant 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated January 17, 2012 (furnished pursuant to Item 7.01 and not deemed filed).

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.

January 17, 2012	NEWPORT CORPORATION
		By:	/s/ Jeffrey B. Coyne
			Jeffrey B. Coyne
			Senior Vice President, General Counsel and
			Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 17, 2012 (furnished pursuant to Item 7.01 and not deemed filed).

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)

NEWPORT CORPORATION COMPLETES

ACQUISITION OF ILX LIGHTWAVE CORPORATION

- Acquisition Expands Capabilities in Photonics Test and Measurement -

Irvine, California – January 17, 2012 – Newport Corporation (NASDAQ: NEWP) today reported that it has completed its previously announced acquisition of ILX Lightwave Corporation (“ILX”), a market and technology leader in high-performance test and measurement solutions for laser diodes and other photonics components.

ILX, headquartered in Bozeman, Montana, had 2011 revenues of approximately $8 million. The company is profitable, and Newport expects the acquisition to be accretive to its earnings immediately. Newport paid $9.3 million in cash, which is subject to adjustment based on ILX’s net assets at closing.

Robert J. Phillippy, Newport’s President and Chief Executive Officer, said, “We are pleased to welcome ILX to the Newport team. In 2012, Newport will benefit from almost a full year of the accretive results we anticipate from this acquisition. In the past six months, Newport has acquired Ophir Optronics, High Q Technologies, and now ILX, which together had approximately $160 million of revenue in 2011. These businesses combined are expected to have generated almost $25 million of earnings before interest, taxes, depreciation and amortization (EBITDA) in 2011. We are confident that, as a part of Newport, these businesses will generate even greater sales and EBITDA in the future, and will provide Newport with

significant new growth opportunities going forward. With our expanded portfolio of products and technology, we can now offer our customers even more solutions for the most demanding photonics applications in the scientific research, life and health sciences, microelectronics, industrial and other markets.”

ILX (www.ilxlightwave.com) designs and manufactures a broad range of photonics instrumentation, including laser diode controllers and drivers, temperature controllers, current sources, optical power and wavelength meters, semiconductor laser/LED burn-in, test and characterization systems, and fiber optic sources. ILX distributes its products in North America, Europe and Asia, and its customers include Fortune 500 corporations, national research laboratories, and government and educational institutions, many of whom are already customers of Newport for other products. ILX is now a wholly owned subsidiary of Newport Corporation, and part of Newport’s Photonics and Precision Technologies Division.

ABOUT NEWPORT CORPORATION

Newport Corporation (www.newport.com) 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.

SAFE HARBOR STATEMENT

This news release contains forward-looking statements, including without limitation statements regarding the expectation that the acquisition will be accretive to Newport’s earnings immediately after closing, the statements by Robert J. Phillippy regarding the expected sales and EBITDA of the acquired companies in 2011, the expectation of sales and EBITDA growth in the acquired companies in the future, and other statements as to potential future events, consequences or results of the transaction. 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, Newport’s ability to generate cash from operating activities and its ability to capitalize on opportunities to utilize cash, 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 Form 10-K for the year ended January 1, 2011 and in Ophir’s Annual Report filed with the Israeli Securities Authority for the year ended December 31, 2010. 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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