newport_8k.htm
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of
Report (Date of earliest event
reported)
August 16, 2010
NEWPORT
CORPORATION
(Exact name of registrant as
specified in its charter)
| Nevada |
000-01649 |
94-0849175 |
| (State or other jurisdiction
of |
(Commission File
Number) |
(IRS Employer Identification
No.) |
| incorporation) |
|
|
| 1791 Deere Avenue, Irvine,
California |
92606 |
| (Address of principal
executive offices) |
(Zip
Code) |
(949) 863-3144
(Registrant's telephone number,
including area code)
Not Applicable
(Former name or former address, if
changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.03. Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
Certificate of Amendment to
Restated Articles of Incorporation, as amended
On August
16, 2010, Newport Corporation (the “Registrant”) filed a Certificate of
Amendment to its Restated Articles of Incorporation, as amended (the
“Articles”), with the Nevada Secretary of State (the “Amendment”). A
copy of the Amendment is attached to this Form 8-K as Exhibit 3.1.
The
Amendment amends Article Fifth, Subsection (c) of the Articles to provide for
the phased elimination over four years of the classified structure of the
Registrant’s Board of Directors. The Amendment was previously approved by the
Registrant’s stockholders at its 2010 Annual Meeting of Stockholders and is
described in more detail in the Registrant’s Definitive Proxy Statement filed
with the Securities and Exchange Commission on April 7, 2010.
Amended and Restated Bylaws
On August
16, 2010, the Board of Directors of the Registrant adopted Amended and Restated
Bylaws (the “Amended and Restated Bylaws”), which incorporate certain amendments
to the Registrant’s Restated Bylaws, as amended, previously in effect (the
“Previous Bylaws”). A copy of the Amended and Restated Bylaws is attached to
this Form 8-K as Exhibit 3.2.
The key
amendments to the Previous Bylaws, which are reflected in the Amended and
Restated Bylaws, are:
|
|
(1) |
|
amendments to Article III, Section 2 of the Previous Bylaws, which
conform to the amendments to the Registrant’s Articles, to provide for the
phased elimination over four years of the classified structure of the
Registrant’s Board of Directors; and |
|
|
|
| |
(2) |
|
amendments to the provisions relating to indemnification of
directors and officers set forth in Article VII of the Previous Bylaws, to
conform to the provisions of the current Nevada Revised Statutes so as to
provide for indemnification of directors and officers to the fullest
extent permitted under Nevada law. |
Other
immaterial updates to the Previous Bylaws have also been included in the Amended
and Restated Bylaws to (i) clarify ambiguities in and/or update certain
provisions related to procedural matters, to conform to the provisions of the
current Nevada Revised Statutes and to prior resolutions of the Board of
Directors; (ii) update certain Registrant information; and (iii) update certain
references to applicable law, rules and regulations, correct typographical
errors and remove certain inconsistencies.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to
Restated Articles of Incorporation, as amended, filed with the Nevada
Secretary of State effective as of August 16, 2010. |
| |
| 3.2 |
|
Amended and Restated Bylaws
adopted by the Board of Directors of the Registrant effective as of August
16, 2010. |
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
| August 20, 2010 |
NEWPORT
CORPORATION |
| |
| |
| |
By: |
/s/ Jeffrey
B. Coyne |
| |
|
Jeffrey B.
Coyne |
| |
|
Senior Vice President,
General Counsel and |
| |
|
Corporate
Secretary |
EXHIBIT INDEX
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to
Restated Articles of Incorporation, as amended, filed with the Nevada
Secretary of State effective as of August 16, 2010. |
| |
| 3.2 |
|
Amended and Restated Bylaws
adopted by the Board of Directors of the Registrant effective as of August
16, 2010. |