ZIGO Zygo Corp. (MM)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) June 18, 2014

Zygo Corporation
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation		0-12944 (Commission File Number)	06-0864500 (IRS Employer Identification No.)
Laurel Brook Road, Middlefield, Connecticut (Address of principal executive offices)			06455-0448 (Zip Code)
Registrant’s telephone number, including area code: (860) 347-8506
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)

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Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 18, 2014, Zygo Corporation (“Zygo”) held a special meeting of stockholders (the “Special Meeting”) to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated as of April 10, 2014 (as it may be amended from time to time, the “Merger Agreement”), by and among AMETEK, Inc. (“AMETEK”), AMETEK Matterhorn, Inc., a wholly owned subsidiary of AMETEK (“Merger Sub”) and Zygo, pursuant to which Merger Sub will, subject to the terms and conditions set forth therein, merge with and into Zygo (the “Merger”), with Zygo continuing as the surviving corporation and a wholly owned subsidiary of AMETEK; (ii) a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the Merger Agreement; and (iii) a proposal to approve, by non-binding advisory vote, certain compensation arrangements for Zygo’s named executive officers in connection with the Merger.

The proposal to adopt the Merger Agreement was approved by Zygo’s stockholders. The final report of the votes for this proposal was as follows:

For	Against	Abstain	Broker Non-Votes
16,404,709	129,311	48,624	0

As a result of the above, the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the Merger Agreement was mooted.

The proposal to approve, by non-binding advisory vote, certain compensation arrangements for Zygo’s named executive officers in connection with the Merger was approved by Zygo’s stockholders. The final report of the votes for this proposal was as follows:

For	Against	Abstain	Broker Non-Votes
10,772,925	3,994,306	1,815,413	0

There were no other matters submitted to a vote of Zygo’s stockholders.

Item 8.01. Other Events.

On June 18, 2014, Zygo issued a press release announcing the results of the Special Meeting, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated June 18, 2014, issued by Zygo announcing the results of the Special Meeting.

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SIGNATURE

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.

	Zygo Corporation
	By:	/s/ John P. Jordan John P. Jordan Vice President, Chief Financial Officer & Treasurer

Date: June 18, 2014

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated June 18, 2014, issued by Zygo announcing the results of the Special Meeting.

 

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Exhibit 99.1

Zygo Stockholders Approve Merger with AMETEK

MIDDLEFIELD, CT — June 18, 2014 — Zygo Corporation (NASDAQ: ZIGO), a worldwide supplier of optical metrology instruments and high-precision optical instruments, today announced that its stockholders approved its proposed merger with AMETEK, Inc. (NYSE: AME) for $19.25 per share in cash at today’s special stockholders’ meeting. It is anticipated that the transaction will close on June 20, 2014.

Approximately 99 percent of the votes cast, representing approximately 86 percent of the Zygo common shares outstanding as of the record date, voted in favor of the merger. Adoption of the merger agreement required an affirmative vote of a majority of issued and outstanding shares of Zygo’s common stock entitled to vote at the special meeting.

During the special meeting, stockholders also approved a proposal to approve, by non-binding advisory vote, certain compensation arrangements for Zygo’s named executive officers in connection with the merger. The proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the special meeting to adopt the merger agreement was rendered moot, although the stockholders had cast sufficient votes in favor of the proposal to approve that proposal.

About AMETEK

AMETEK is a leading global manufacturer of electronic instruments and electro-mechanical devices with 2013 sales of $3.6 billion. The common stock of AMETEK is a component of the S&P 500 Index.

About Zygo

Zygo is a worldwide supplier of optical metrology instruments, precision optics and electro-optical design and manufacturing services serving customers in the semiconductor equipment, bio-medical, scientific and industrial markets.

Forward-Looking Statements

All statements other than statements of historical fact included in this news release regarding expected plans and timing of the closing are forward-looking statements. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors. Zygo Corporation undertakes no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date of this news release except as required by law. Further information on potential factors that could affect Zygo Corporation's business and the merger is described in our reports on file with the Securities and Exchange Commission (the “SEC”), including our Form 10-K for the fiscal year ended June 30, 2013, filed with the SEC on September 13, 2013; our Forms 10-Q for the fiscal quarters ended September 30, 2013, December 31, 2013 and March 31, 2014; and our Definitive Proxy Statement on Schedule 14A filed with the SEC on May 21, 2014.

 

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