0001213184-16-000092.txt : 20160502
0001213184-16-000092.hdr.sgml : 20160502
20160502184337
ACCESSION NUMBER: 0001213184-16-000092
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160429
FILED AS OF DATE: 20160502
DATE AS OF CHANGE: 20160502
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NEWPORT CORP
CENTRAL INDEX KEY: 0000225263
STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821]
IRS NUMBER: 940849175
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1791 DEERE AVE
CITY: IRVINE
STATE: CA
ZIP: 92714
BUSINESS PHONE: 7148633144
MAIL ADDRESS:
STREET 1: 1791 DEERE AVE
CITY: IRVINE
STATE: CA
ZIP: 92714
FORMER COMPANY:
FORMER CONFORMED NAME: DOLE JAMES CORP
DATE OF NAME CHANGE: 19910905
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COYNE JEFFREY B
CENTRAL INDEX KEY: 0001213184
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-01649
FILM NUMBER: 161613176
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2016-04-29
1
0000225263
NEWPORT CORP
NEWP
0001213184
COYNE JEFFREY B
1791 DEERE AVENUE
IRVINE
CA
92606
0
0
0
1
Former SVP, GC & Secretary
Common Stock
2016-04-12
5
G
0
17037
0
D
73170
D
Common Stock
2016-04-12
5
G
0
17037
0
A
35008
I
Held in family trust
Common Stock
2016-04-12
5
G
0
58400
0
D
14770
D
Common Stock
2016-04-12
5
G
0
58400
0
A
58400
I
Held in family trust
Common Stock
2016-04-29
4
D
0
35008
23.00
D
0
I
Held in family trust
Common Stock
2016-04-29
4
D
0
58400
23.00
D
0
I
Held in family trust
Common Stock
2016-04-29
4
D
0
5550
D
0
D
Common Stock
2016-04-29
4
D
0
9220
D
0
D
Stock Appreciation Right
12.47
2016-04-29
4
D
0
10965
D
2017-03-31
Common Stock
10965
0
D
Stock Appreciation Right
17.06
2016-04-29
4
D
0
7890
D
2018-05-17
Common Stock
7890
0
D
Stock Appreciation Right
17.12
2016-04-29
4
D
0
11100
D
2019-04-12
Common Stock
11100
0
D
Stock Appreciation Right
13.74
2016-04-29
4
D
0
19380
D
2020-05-20
Common Stock
19380
0
D
Stock Appreciation Right
18.29
2016-04-29
4
D
0
16650
D
2021-05-19
Common Stock
16650
0
D
Stock Appreciation Right
19.11
2016-04-29
4
D
0
13830
D
2022-05-19
Common Stock
13830
0
D
Shares were transferred by gift by reporting person to himself as trustee of a family trust.
Shares are held by reporting person as trustee of a family trust.
Shares were transferred by gift by reporting person to himself and his spouse as trustees of a family trust.
Shares are held by reporting person and his spouse as trustees of a family trust.
On April 29, 2016, pursuant to the Agreement and Plan of Merger between the issuer, MKS Instruments, Inc. ("MKS") and MKS' wholly owned subsidiary, PSI Equipment, Inc. ("Merger Sub"), dated February 22, 2016 (the "Merger Agreement"), Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of MKS. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares were automatically converted into a right to receive $23.00 per share in cash.
Shares had been held by reporting person as trustee of a family trust.
Shares had been held by reporting person and his spouse as trustees of a family trust.
Restricted stock units representing the right to receive a total of 5,550 shares of the issuer's common stock, which vest on March 31, 2017, were assumed by MKS in connection with the Merger and were converted into restricted stock units representing the right to receive a total of 3,407 shares of MKS' common stock.
Restricted stock units representing the right to receive a total of 9,220 shares of the issuer's common stock, which vest in two equal installments on March 31, 2017 and March 31, 2018, were assumed by MKS in connection with the Merger and were converted into restricted stock units representing the right to receive a total of 5,660 shares of MKS' common stock.
Stock appreciation right, which became fully vested on March 31, 2013, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 6,731 shares of MKS' common stock having a base value of $20.32 per share.
Stock appreciation right, which became fully vested on March 31, 2014, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 4,843 shares of MKS' common stock having a base value of $27.79 per share.
Stock appreciation right, which became fully vested on March 31, 2015, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 6,814 shares of MKS' common stock having a base value of $27.89 per share.
Stock appreciation right, which became fully vested on March 31, 2016, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 11,897 shares of MKS' common stock having a base value of $22.39 per share.
Stock appreciation right, which vests in equal 1/3rd installments on March 31, 2015, 2016 and 2017, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 10,221 shares of MKS' common stock having a base value of $29.80 per share.
Stock appreciation right, which vests in equal 1/3rd installments on March 31, 2016, 2017 and 2018, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 8,490 shares of MKS' common stock having a base value of $31.13 per share.
/s/ Jeffrey B. Coyne
2016-05-02