Item 8.01. Other Events.
On June 2, 2009, Newport Corporation (the "Registrant") entered into definitive
agreements with Oclaro, Inc. ("Oclaro") pursuant to which (1) the Registrant
will acquire Oclaro's New Focus™ business and its portfolio of high-performance
products that includes opto-electronics, high-resolution actuators,
opto-mechanics, tunable lasers, vacuum and ultraclean solutions, and
OEM-engineered solutions, and (2) Oclaro will acquire the Registrant's
high-power diode laser manufacturing operations, located in Tucson, Arizona.
As part of the transaction, the Registrant will pay Oclaro $3.0 million in cash
to reflect differences in the revenue levels of the two businesses, as well as
to compensate Oclaro for the higher costs involved in transitioning the diode
manufacturing business to its fabrication facilities in Europe. The parties will
also enter into an agreement pursuant to which Oclaro, Inc. will supply
high-power diodes to the Registrant for incorporation into its Spectra-Physics
laser products. Each company will provide transition-related services to the
other during an integration period of six to twelve months.
The transaction is subject to customary closing conditions and is expected to
close within three to five weeks.
The press release issued by the Registrant on June 3, 2009 relating to the
transaction is filed as Exhibit 99.1 hereto and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated June 3, 2009.