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