0001213184-16-000096.txt : 20160502
0001213184-16-000096.hdr.sgml : 20160502
20160502184755
ACCESSION NUMBER: 0001213184-16-000096
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: PHILLIPPY ROBERT J
CENTRAL INDEX KEY: 0001213190
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-01649
FILM NUMBER: 161613191
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2016-04-29
1
0000225263
NEWPORT CORP
NEWP
0001213190
PHILLIPPY ROBERT J
1791 DEERE AVENUE
IRVINE
CA
92606
0
0
0
1
Former Pres./CEO & Director
Common Stock
2016-04-29
4
D
0
236255
23.00
D
0
D
Common Stock
2016-04-29
4
D
0
51714
23.00
D
0
I
Held in family trust
Common Stock
2016-04-29
4
D
0
18000
D
0
D
Common Stock
2016-04-29
4
D
0
29920
D
0
D
Stock Appreciation Right
12.47
2016-04-29
4
D
0
25950
D
2017-03-31
Common Stock
25950
0
D
Stock Appreciation Right
17.06
2016-04-29
4
D
0
18660
D
2018-05-17
Common Stock
18660
0
D
Stock Appreciation Right
17.12
2016-04-29
4
D
0
26250
D
2019-04-12
Common Stock
26250
0
D
Stock Appreciation Right
13.74
2016-04-29
4
D
0
52140
D
2020-05-20
Common Stock
52140
0
D
Stock Appreciation Right
18.29
2016-04-29
4
D
0
54000
D
2021-05-19
Common Stock
54000
0
D
Stock Appreciation Right
19.11
2016-04-29
4
D
0
44880
D
2022-05-19
Common Stock
44880
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.
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 18,000 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 11,050 shares of MKS' common stock.
Restricted stock units representing the right to receive a total of 29,920 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 18,367 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 15,930 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 11,455 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 16,114 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 32,008 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 33,150 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 27,551 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