SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Newport Corporation
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(Name of Issuer)
Common Stock, par value $0.1167 per share
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(Title of Class of Securities)
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651824 10 4
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(CUSIP Number)
Seth H. Hoogasian, Esq.
General Counsel
Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02451
(781) 622-1000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 16, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box.
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CUSIP NO. 651824 10 4 13D PAGE 2 OF 8 PAGES
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1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Thermo Electron Corporation
04-2209186
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X]
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3
SEC USE ONLY
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4
SOURCE OF FUNDS
SC
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 3,220,300
OWNED BY EACH --------- --------------------------------------------
REPORTING PERSON
WITH 8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
3,220,300
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10 SHARED DISPOSITIVE POWER
0
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,220,300
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES [ ]
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
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14
TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security of the Issuer.
The securities to which this statement relates are the common stock, par
value $0.1167 per share (the "Common Stock"), of Newport Corporation, a Nevada
corporation (the "Company"). The principal executive offices of the Company are
located at 1791 Deere Avenue, Irvine, California 92606.
Item 2. Identity and Background.
This statement is being filed by Thermo Electron Corporation, a Delaware
corporation ("Thermo Electron"). Thermo Electron is sometimes referred to herein
as the "Reporting Person".
The principal business address and principal office address of the
Reporting Person is 81 Wyman Street, Waltham, Massachusetts 02451.
The Reporting Person is a leading provider of analytical instruments used
in a broad range of applications, from life science, drug discovery, clinical,
environmental and industrial laboratories to a variety of manufacturing
processes and in-the-field applications, including those associated with safety
and homeland security.
Appendix A attached to hereto sets forth with respect to each executive
officer and director of the Reporting Person the following information:
(a) name;
(b) business address;
(c) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted; and
(d) citizenship.
To the knowledge of the Reporting Person, there is no person who may be
deemed to be a controlling person of the Reporting Person.
During the last five years, neither the Reporting Person nor, to the
knowledge of the Reporting Person, any executive officer or director of the
Reporting Person has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the last five years, neither the Reporting Person nor, to the
knowledge of the Reporting Person, any executive officer or director of the
Reporting Person has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction that resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Common Stock acquired by the Reporting Person was acquired on July 16,
2004, in connection with the acquisition by the Company and certain of its
direct/indirect wholly-owned subsidiaries of all of the issued and outstanding
shares of capital stock of Spectra-Physics, Inc., Spectra-Physics Franklin,
Inc., Spectra-Physics (UK) Limited, Spectra-Physics Rochester, Inc., Hilger
Analytical Limited, Spectra-Physics Limited, Spectra-Physics Lasers Ltd.,
Spectra-Physics France S.A., and Spectra-Physics GmbH (collectively, the "SP
Shares") from the Reporting Person and certain of its direct/indirect
wholly-owned subsidiaries (the "Transaction"), pursuant to that certain Stock
Purchase Agreement dated as of May 28, 2004 by and among (a) the Company, Birch
Nantucket Holding Company, LLC, a Delaware limited liability company
wholly-owned by the Company ("Holding"), and Newport Ltd., a company organized
under the laws of England and a wholly-owned subsidiary of the Company ("NL"),
on the one hand, and (b) the Reporting Person, Spectra-Physics, Inc., a Delaware
corporation and a direct wholly-owned subsidiary of the Reporting Person, Life
Sciences International, Inc. a Pennsylvania corporation and an indirect
wholly-owned subsidiary of the Reporting Person, and Life Sciences International
Limited, a company organized under the laws of England and Wales and an indirect
wholly-owned subsidiary of the Reporting Person (collectively, the "Sellers"),
on the other hand, as amended by that certain Amendment and Joinder dated as of
July 16, 2004 (the "Agreement").
Pursuant to the Agreement, the Reporting Person received 3,220,300 shares
of the Company's Common Stock (having an approximate value of $50,000,000 as of
the closing date for the Transaction) as partial consideration for the SP
Shares. The Agreement is filed as Exhibit 99.1(a) and (b) hereto.
Item 4. Purpose of Transaction.
The following is a summary of the principal terms of the Transaction. This
summary is qualified in its entirety by reference to the definitive agreements
referred to herein and filed as exhibits hereto.
The Agreement was entered into by the Company, Holding, NL and the Sellers
as of May 28, 2004 (and was amended by the parties thereto as of July 16, 2004)
as a means for the sale by the Reporting Person of substantially all of its
optical technologies segment. The closing of the Transaction occurred on July
16, 2004 (the "Closing Date"). In connection with the closing of the
Transaction, the Reporting Person received 3,220,300 shares of the Company's
Common Stock (the "Shares").
In connection with the Agreement, and as a condition to the closing of the
Transaction, the Company and the Reporting Person entered into a Stockholder
Agreement, dated July 16, 2004 (the "Stockholder Agreement"), which is attached
hereto as Exhibit 99.2.
Pursuant to the Stockholder Agreement, the Reporting Person agreed that it
will not (a) offer, sell, contract to sell, pledge or otherwise dispose of,
directly or indirectly, any of the Shares, (b) enter into a transaction which
would have the same effect, (c) enter into any swap, hedge or other arrangement
that transfers, in whole or in part, any of the economic consequences of
ownership of the Shares, or (d) publicly disclose the intention to make any such
offer, sale, pledge or disposition, or to enter into any such transaction, swap,
hedge or other arrangement (unless, without in any way limiting the restrictions
in clauses (a) through (d) above, in the reasonable judgment of the Reporting
Person, such disclosure is required under Schedule 13D under the Securities
Exchange Act of 1934 (the "Exchange Act"), or by other legal or regulatory
requirement). Such restrictions lapse as follows: (i) with respect to
twenty-five percent (25%) of the Shares, on the six (6) month anniversary of the
Closing Date; (ii) with respect to an additional twenty-five percent (25%) of
the Shares, on the twelve (12) month anniversary of the Closing Date; and (iii)
with respect to any remaining Shares, on the eighteen (18) month anniversary of
the Closing Date.
In addition, the Reporting Person agreed that (a) any private sale by it of
a number of Shares that is greater than five percent (5%) of the total
outstanding shares of Common Stock of the Company at that time shall be subject
to the prior approval of the Company's board of directors, and (b) it will
provide the Company with forty-eight (48) hours advance notice of (i) any block
sale of more than five hundred thousand (500,000) Shares, or (ii) entry into any
plan under Rule 10b5-1 of the Exchange Act covering more than five hundred
thousand (500,000) Shares.
Additionally, for a period commencing on the Closing Date and ending on the
earlier of July 16, 2006 or the change of control (or proposed change of
control) of the Company (the "Standstill Period"), the Reporting Person shall
not, without the prior written consent of the Company or its board of directors,
(a) acquire, offer to acquire, or agree to acquire, directly or indirectly, by
purchase or otherwise, voting securities or direct or indirect rights to acquire
any voting securities (i) during such time that the Reporting Person
beneficially owns five percent (5%) or more of the voting power of the Company,
or (ii) which when added to the shares of the Company's Common Stock received by
it in the Transaction then owned by the Reporting Person, would result in the
Reporting Person beneficially owning more than five percent (5%) of the voting
power of the Company; (b) make, or in any way participate, directly or
indirectly, in any "solicitation" of "proxies" to vote (as such terms are used
in the Exchange Act), or seek to advise or influence any person or entity with
respect to the voting of any voting securities of the Company; (c) make any
public announcement with respect to, or submit a proposal for, or offer of (with
or without conditions) any merger, business combination, recapitalization,
restructuring or other extraordinary transaction involving the Company or any of
its securities or material assets; (d) form, join or in any way participate in a
"group" as defined in Section 13(d)(3) of the Exchange Act in connection with
any of the foregoing; (e) otherwise act or seek to control or influence the
management, board of directors or policies of the Company; (f) take any action
that could reasonably be expected to require the Company to make a public
announcement regarding the possibility of any of the events described in clauses
(a) through (e) above; or (g) request the Company, directly or indirectly, to
amend or waive any provision of the foregoing. During the Standstill Period,
such restrictions (other than those in clause (a) above) shall remain in effect
during such time as the Reporting Person owns or controls five percent (5%) or
more of the outstanding shares of Common Stock of the Company. In the event that
during the Standstill Period, the Reporting Person owns or controls less than
five percent (5%) of the outstanding shares of Common Stock of the Company, it
shall continue to be subject to the restrictions in clause (a) above.
Pursuant to the Stockholder Agreement, the Company agreed to (a) (i) file
with the Securities and Exchange Commission ("SEC") and use commercially
reasonable efforts to cause to become effective under the Securities Act of 1933
(the "Securities Act") within 120 days of the Closing Date a "shelf"
registration statement relating to the resale by the Reporting Person of the
Shares, and (ii) use commercially reasonable efforts to cause the "shelf"
registration statement to remain continuously effective until the earliest of
(A) July 16, 2007 (subject to extension under certain conditions), (B) the date
on which all of the Shares have been sold thereunder, and (C) the date on which
the Company causes to be removed any restrictive legends from the stock
certificates evidencing the Shares (the "Shelf Registration Period"); (b) to
cooperate with the Reporting Person in connection with two underwritten
offerings permitted to be requested by the Reporting Person; and (c) use
commercially reasonable efforts to include the Shares in any registration
statement filed by the Company with the SEC (other than in connection with a
registration statement on Form S-4 or S-8 or any successor or substantially
similar form) at any time prior to the expiration of the Shelf Registration
Period (during the time that the "shelf" registration statement is effective and
not suspended or withdrawn, such "piggyback" registration rights shall apply
only to underwritten offerings).
As a result of the Transaction, the Reporting Person no longer has an
optical technologies segment and intends to focus on its two core segments, life
and laboratory sciences and measurement and control. Accordingly, the Reporting
Person expects to consummate the sale of shares of the Company's Common Stock
from time to time in accordance with the Stockholder Agreement. Any such sales
will be dependent upon then current market conditions and other relevant
considerations, and may be made on the open market, in privately negotiated
transactions or in one or more underwritten offerings. Except as described in
this Item 4, the Reporting Person does not have any current plans or proposals
that relate to or would result in any of the events described in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As a result of the transaction, the Reporting Person is the beneficial
owner of 3,220,300 shares of the Company's Common Stock, representing
approximately 7.6% of the outstanding shares of the Company's Common Stock.
Except as set forth in this Item 5, to the best knowledge of the Reporting
Person, none of the parties named in Item 2 owns any shares of the Company's
Common Stock.
(b) The Reporting Person has the sole power to vote all of the shares of
the Company's Common Stock beneficially owned by it. Subject to the terms of the
Stockholder Agreement, as more fully described in Item 4 above, the Reporting
Person has the sole power to dispose of all of the shares of the Company's
Common Stock beneficially owned by it.
(c) Except as described above in this Item 5 and in Item 4, which item is
incorporated herein by reference, neither the Reporting Person nor, to the
knowledge of the Reporting Person, any person named in Appendix A, has effected
any transactions in the Company's Common Stock during the past 60 days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The responses to Item 3, Item 4, Item 5, the Agreement and the Stockholder
Agreement are incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
The following documents are filed as Exhibits to this Schedule 13D.
Exhibit No. Description
99.1(a) Stock Purchase Agreement, dated as of May 28, 2004,
by and among the Company, Holding, NL and the Sellers.(1)
99.1(b) Amendment and Joinder, dated as of July 16, 2004, by and
among the Company, Holding, NL and the Sellers.
99.2 Stockholder Agreement, dated as of July 16, 2004, by and
between the Company and the Reporting Person.
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(1) Incorporated by reference from Exhibit 2.1 of the Current Report on Form
8-K (File No. 000-1649) of the Company.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
Reporting Person certifies that the information set forth in this statement is
true, complete and correct.
THERMO ELECTRON CORPORATION
/s/ Theo Melas-Kyriazi
Date: July 26, 2004 ________________________________________
By: Theo Melas-Kyriazi
Its: Vice President and Chief Financial Officer
APPENDIX A
The following individuals are executive officers or directors of Thermo
Electron Corporation ("Thermo Electron"). Unless otherwise noted, all such
individuals are citizens of the United States. Unless otherwise noted, the
business address of each executive officer and director of Thermo Electron is 81
Wyman Street, Waltham, Massachusetts 02451.
John L. LaMattina: Director, Thermo Electron
Mr. LaMattina is a senior vice-president of Pfizer Inc., a pharmaceutical
company, and the president of Pfizer Global Research and Development. His
business address is 50 Pequot Avenue, New London, Connecticut 06230.
Peter J. Manning: Director, Thermo Electron
Mr. Manning is a director of Safety Insurance Group, Inc.
Jim P. Manzi: Director, Thermo Electron
Mr. Manzi is the managing director of Stonegate Capital, a firm he formed
to manage his investments in technology start-up ventures primarily related to
the Internet.
Robert A. McCabe: Director, Thermo Electron
Mr. McCabe is the Chairman of Pilot Capital Corporation, a firm engaged in
private investment. His business address is Pilot Capital Corporation, 444
Madison Avenue, Suite 2103, New York, New York 10022.
Robert W. O'Leary: Director, Thermo Electron
Mr. O'Leary is the Chairman and Chief Executive Officer of Valeant
Pharmaceuticals International, a research-based global pharmaceutical company.
His business address is 3000 Hyland Avenue, Costa Mesa, California 92626.
Michael E. Porter: Director, Thermo Electron
Dr. Porter is the Bishop William Lawrence University Professor at the
Harvard Business School, and a leading authority on competitive strategy and
international competitiveness. His business address is Harvard Business School,
Soldiers Field Road, Boston, Massachusetts 02163.
Elaine S. Ullian: Director, Thermo Electron
Ms. Ullian is president and chief executive officer of Boston Medical
Center, a 550-bed academic medical center affiliated with Boston University. Her
business address is Boston Medical Center, Talbot 1, One Boston Medical Center
Plaza, Boston, Massachusetts 02118-2393.
Marijn E. Dekkers: Director, President and Chief
Executive Officer,
Thermo Electron
Mr. Dekkers is a citizen of The Netherlands.
Guy Broadbent: Vice President, Thermo Electron
Mr. Broadbent is a citizen of the United Kingdom.
Marc N. Casper: Senior Vice President,
Thermo Electron; President,
Life and Laboratory Sciences Group
Seth H. Hoogasian: Vice President, General Counsel
and Secretary, Thermo Electron
Peter E. Hornstra: Corporate Controller and Chief
Accounting Officer, Thermo
Electron
Theo Melas-Kyriazi: Vice President and Chief Financial
Officer, Thermo Electron
Mr. Melas-Kyriazi is a citizen of Greece.
Stephen G. Sheehan: Vice President - Human Resources,
Thermo Electron
Peter M. Wilver: Vice President - Financial
Operations, Thermo Electron