SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K405/A
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1995
Commission file number 0-12944
Zygo Corporation
(Exact name of registrant as specified in its charter)
Delaware 06-0864500
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Laurel Brook Road, Middlefield, Connecticut 06455
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 347-8506
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
-------------------
Common Stock, $.10 Par Value
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K405 or any amendment to
this Form 10-K405. [X]
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant.* The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.
Aggregate market value at August 31, 1995, was $41,238,450
*Solely for purposes of this calculation affiliates of the registrant have been
deemed to include only Canon, Inc., Wesleyan University, the directors and
executive officers of the registrant, and members of their immediate families
living in their homes.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
3,933,136 Shares of Common Stock, $.10 Par Value, at August 31, 1995
The following documents are incorporated by reference in this Form 10-K405.
Part of the
Document Form 10-K405
-------- ------------
1995 Annual Report - (Specified Portions) Parts I and II
Proxy Statement to be used in connection with the
Registrant's 1995 Annual Meeting of Stockholders -
(Specified Portions) Part III
This Form 10-K405/A amends Part IV, Item 14(a) of the Registrant's Annual Report
on Form 10-K405 for the Fiscal Year ended June 30, 1995 to include Exhibit 27,
the Financial Data Schedule required by Item 601(c) of Regulation S-K and Rule
401 of Regulation S-T.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report:
1. and 2. Financial Statements and Financial Statement Schedules:
An index to the financial statements and financial statement
schedules filed is located on page F-1.
3. EXHIBITS
3.(i) Restated Certificate of Incorporation of the Company and
amendments thereto (Exhibit 3.(i) to the Company's Annual
Report on Form 10-K for its year ended June 30, 1993)*
3.(ii) By-laws of the Company (Exhibit (3)(b) to Registration No.
2-87253 on Form S-1 hereinafter "Registration No. 2-87253")*
4.1 Shareholders Agreement dated October 17, 1983, between Canon
Inc., Wesleyan University, Paul F. Forman, Carl A. Zanoni, and
Sol F. Laufer (Exhibit (4)(a) to Registration No. 2-87253)*
4.2 Lease Agreement dated October 1, 1977, between the Connecticut
Development Authority and the Company (Exhibit (4)(b) to
Registration No. 2-87253)*
4.3 First Amendatory Lease Agreement to Lease Agreement dated
October 1, 1977, dated May 1, 1981, between the Connecticut
Development Authority and the Company (Exhibit (4)(c) to
Registration No. 2-87253)*
4.4 Amendment dated October 11, 1983, between The Connecticut Bank
and Trust Company and the Connecticut Development Authority
relating to certain of the Company's financial covenants
(Exhibit (4)(e) to Registration No. 2-87253)*
10.1 Confidentiality and Non-Competition Agreement dated October 25,
1983, between the Company and Carl A. Zanoni (Exhibit (10)(b)
to Registration No. 2-87253)*
10.2 Indenture of Mortgage and Trust dated October 1, 1977, between
the Connecticut Development Authority and The Connecticut Bank
and Trust Company (Exhibit (10)(h) to Registration No.
2-87253)*
*Incorporated herein by reference.
<PAGE>
10.3 First Supplemental Indenture to Indenture of Mortgage and
Trust, dated as of October 1, 1977, relating to Industrial
Development Bonds (Zygo Project--1977 Series) dated May 1,
1981, between the Connecticut Development Authority and The
Connecticut Bank and Trust Company (Exhibit (10)(1) to
Registration No. 2-87253)*
10.4 Guaranty Agreement dated October 1, 1977, between the Company
and The Connecticut Bank and Trust Company (Exhibit (10)(i) to
Registration No. 2-87253)*
10.5 Bond Purchase Agreement dated October 1, 1977, among the
Connecticut Development Authority, the Company and The
Connecticut Bank and Trust Company (Exhibit (10)(j) to
Registration No. 2-87253)*
10.6 Representation and Indemnity Agreement dated May 1, 1981,
between the Connecticut Development Authority, the Company and
The Connecticut Bank and Trust Company (Exhibit (10)(k) to
Registration No. 2-87253)*
10.7 Agreement dated May 27, 1975, between the Company and Canon
U.S.A., Inc., regarding information sharing and marketing
(Exhibit (10)(x) to Registration No. 2-87253)*
10.8 Agreement dated November 20, 1980, between the Company and
Canon Inc. regarding exchange of information (Exhibit (10)(y)
to Registration No. 2-87253)*
10.9 Right of First Refusal agreement between Forman, Zanoni and
Laufer and the Company (Exhibit 10.40 to the Company's Annual
Report on Form 10-K for its year ended June 30, 1987)*
10.10 Zygo Corporation Profit Sharing Plan, as amended effective June
30, 1985 (Exhibit 10.35 to the Company's Annual Report on Form
10-K for its year ended June 30, 1985)*
10.11 First Amendment to the Zygo Corporation Profit Sharing Plan
(Exhibit 10.28 to the Company's Annual Report on Form 10-K for
its year ended June 30, 1989)*
10.12 Second Amendment to the Zygo Corporation Profit Sharing Plan
(Exhibit 10.29 to the Company's Annual Report on Form 10-K for
its year ended June 30, 1989)*
10.13 Third Amendment to the Zygo Corporation Profit Sharing Plan
(Exhibit 10.30 to the Company's Annual Report on Form 10-K for
its year ended June 30, 1989)*
10.14 Fourth Amendment to the Zygo Corporation Profit Sharing Plan
(Exhibit 10.31 to the Company's Annual Report on Form 10-K for
its year ended June 30, 1989)*
10.15 Amended and Restated Zygo Corporation Profit Sharing Plan
10.16 Canon/Zygo Confidentiality Agreement dated March 7, 1990,
between the Company and Canon Inc. regarding confidential
technical information received from each other (Exhibit 10.42
to the Company's Annual Report on Form 10-K for its year ended
June 30, 1991)*
*Incorporated herein by reference.
<PAGE>
10.17 Employment Agreement dated February 13, 1992, relating to the
employment of Gary K. Willis by the Company (Exhibit 10.38 to
the Company's Annual Report on Form 10-K for its year ended
June 30, 1992)*
10.18 Amendment, dated August 26, 1993, to the Employment Agreement
dated February 13, 1992, between Gary K. Willis and the Company
(Exhibit 10.22 to the Company's Annual Report on Form 10-K for
its year ended June 30, 1993)*
10.19 Second Amendment, dated March 10, 1995, to the Employment
Agreement dated February 13, 1992, between Gary K. Willis and
the Company
10.20 Stock Purchase Agreement dated March 4, 1992, relating to the
purchase of Company Common Stock by Gary K. Willis from
Wesleyan University (Exhibit 10.39 to the Company's Annual
Report on Form 10-K for its year ended June 30, 1992)*
10.21 Services Agreement dated August 26, 1993, between the Company
and Paul F. Forman (Exhibit 10.26 to the Company's Annual
Report on Form 10-K for its year ended June 30, 1993)*
10.22 Non-Competition Agreement dated August 26, 1993, between the
Company and Paul F. Forman (Exhibit 10.27 to the Company's
Annual Report on Form 10-K for its year ended June 30, 1993)*
10.23 Services Agreement dated August 26, 1993, between the Company
and Sol F. Laufer (Exhibit 10.28 to the Company's Annual Report
on Form 10-K for its year ended June 30, 1993)*
10.24 Non-Competition Agreement dated August 26, 1993, between the
Company and Sol F. Laufer (Exhibit 10.29 to the Company's
Annual Report on Form 10-K for its year ended June 30, 1993)*
10.25 Zygo Corporation Amended and Restated Non-Qualified Stock
Option Plan ratified and approved by the Company's Stockholders
on November 19, 1992 (Exhibit 10.30 to the Company's Annual
Report on Form 10-K for its year ended June 30, 1993)*
10.26 Employment Agreement dated March 1, 1993, between Mark J.
Bonney and the Company (Exhibit 10.31 to the Company's Annual
Report on Form 10-K for its year ended June 30, 1993)*
10.27 Termination Agreement dated November 30, 1993, covering the
termination of the Shareholders' Agreement between Canon Inc.,
Wesleyan University, Paul F. Forman, Carl A. Zanoni, and Sol F.
Laufer dated October 17, 1983 (Exhibit 10.33 to the Company's
Annual Report on Form 10-K for its year ended June 30, 1994)*
10.28 Registration Rights Agreement dated November 30, 1993, between
Canon Inc., Wesleyan University, Paul F. Forman, Carl A.
Zanoni, Sol F. Laufer, and the Company (Exhibit 10.34 to the
Company's Annual Report on Form 10-K for its year ended June
30, 1994)*
10.29 Renewal of Line of Credit dated December 1, 1994, between the
Company and Shawmut Bank Connecticut, N.A.
*Incorporated herein by reference.
<PAGE>
10.30 Zygo Corporation Non-Employee Director Stock Option Plan
ratified and approved by the Company's stockholders on November
17, 1994
11. For computation of per share earnings see note 1 of the Notes
to Consolidated Financial Statements in the 1995 Annual Report
included herewith, which note is incorporated herein by
reference.
13. Specified portions of 1995 Annual Report to Stockholders (such
portions are furnished solely for the information of the
Commission and are not filed herewith, except for those
portions expressly incorporated herein by reference.)
21. Subsidiaries of Registrant
23. Accountants' Consent
24. Power of Attorney
27. Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the last quarter of the
period covered by this report.
*Incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
ZYGO CORPORATION
By: /s/ Mark J. Bonney
------------------------------
Mark J. Bonney
Vice President, Finance
and Administration
Date October 24, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE CONSOLIDATED
BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF
EARNINGS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> Jun-30-1995
<PERIOD-END> Jun-30-1995
<CASH> 2,428
<SECURITIES> 7,746
<RECEIVABLES> 6,230
<ALLOWANCES> 138
<INVENTORY> 5,643
<CURRENT-ASSETS> 23,737
<PP&E> 16,644
<DEPRECIATION> 11,381
<TOTAL-ASSETS> 29,666
<CURRENT-LIABILITIES> 6,665
<BONDS> 0
<COMMON> 403
0
0
<OTHER-SE> 21,930
<TOTAL-LIABILITY-AND-EQUITY> 29,666
<SALES> 32,233
<TOTAL-REVENUES> 32,233
<CGS> 18,002
<TOTAL-COSTS> 28,506
<OTHER-EXPENSES> 103
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 40
<INCOME-PRETAX> 3,956
<INCOME-TAX> 1,207
<INCOME-CONTINUING> 2,749
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,749
<EPS-PRIMARY> 0.65
<EPS-DILUTED> 0.65
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