0001213184-16-000094.txt : 20160502 0001213184-16-000094.hdr.sgml : 20160502 20160502184548 ACCESSION NUMBER: 0001213184-16-000094 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: Meintjes Willem A CENTRAL INDEX KEY: 0001635800 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-01649 FILM NUMBER: 161613183 MAIL ADDRESS: STREET 1: 1791 DEERE AVENUE CITY: IRVINE STATE: CA ZIP: 92606 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-04-29 1 0000225263 NEWPORT CORP NEWP 0001635800 Meintjes Willem A 1791 DEERE AVENUE IRVINE CA 92606 0 0 0 1 Former VP & Corp. Controller Common Stock 2016-04-29 4 D 0 901 23.00 D 0 D Common Stock 2016-04-29 4 D 0 3094 D 0 D Stock Appreciation Right 19.11 2016-04-29 4 D 0 4640 D 2022-05-19 Common Stock 4640 0 D 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. Restricted stock units representing the right to receive a total of 3,094 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 1,899 shares of MKS' common stock. 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 2,848 shares of MKS' common stock having a base value of $31.13 per share. /s/ Jeffrey B. Coyne, as attorney-in-fact for reporting person 2016-05-02