As filed with the Securities and Exchange Commission on August 24, 1995
Registration No. 33-57060
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ZYGO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 06-0864500
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
Laurel Brook Road
Middlefield, Connecticut 06455
(203) 347-8506
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
ZYGO CORPORATION
AMENDED AND RESTATED
NON-QUALIFIED STOCK OPTION PLAN
(full title of the plan)
-----------
GARY K. WILLIS
President and Chief Operating Officer
ZYGO CORPORATION
Laurel Brook Road
Middlefield, Connecticut 06455
(203) 347-8506
-----------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------
Copies of all communications, including all communications sent to
the agent for service, should be sent to:
PAUL JACOBS, ESQ.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
(212) 318-3000
-----------
Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement also constitutes (i) Post-Effective Amendment No. 2 to the
Registration Statement on Form S-8 (No. 33-34619) and (ii) Post-Effective
Amendment No. 3 to the Registration Statement on Form S-8 (No. 33-20880), both
of which also relate to the Zygo Corporation Non-Qualified Stock Option Plan.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The document(s) containing the information called for in Part I of Form S-8
will be sent or given to individuals awarded options under the Zygo Corporation
Amended and Restated Non-Qualified Stock Option Plan (the "Plan") adopted by
Zygo Corporation (the "Company" or the "Registrant") and is not being filed with
or included in this Form S-8 in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission").
1
<PAGE>
233,250 Shares
ZYGO CORPORATION
COMMON STOCK
This Prospectus relates to the offer and sale of up to 233,250 shares (the
"Shares") of Common Stock, par value $0.10 per share (the "Common Stock"), of
Zygo Corporation ("Zygo" or the "Company") which are being offered for sale by
certain selling stockholders (the "Selling Stockholders"). See "Selling
Stockholders." The distribution of the Shares by the Selling Stockholders may be
effected from time to time in one or more transactions for their own accounts
(which may include block transactions) in the over-the-counter market, on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"), or on any exchange on which the Common Stock may then be listed, in
negotiated transactions, through the writing of options on shares (whether such
options are listed on an options exchange or otherwise), or a combination of
such methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling Shares to or through broker-dealers, and such broker-
dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of Shares for
whom such broker-dealers may act as agent or to whom they sell as principal, or
both (which compensation as to a particular broker-dealer might be in excess of
customary commissions). The Selling Stockholders may also pledge Shares as
collateral for margin accounts and such Shares could be resold pursuant to the
terms of such accounts. The Selling Stockholders and any participating brokers
and dealers may be deemed to be "underwriters" as defined in the Securities Act
of 1933, as amended (the "Securities Act"). See "Selling Stockholders" and "Plan
of Distribution."
The Company's Common Stock is traded on the Nasdaq Stock Market's National
Market (the "National Market") under the symbol "ZIGO." On August 22, 1995, the
closing sale price of the Common Stock, as listed on the National Market and
reported by the National Quotation Bureau Incorporated, was $27 per share. On
July 20, 1995, the Company's Board of Directors declared a 3 for 2 stock split
effected in the form of a 50% stock dividend, payable on August 21, 1995 to
stockholders of record at the close of business on August 1, 1995. Unless
otherwise indicated, the number of shares being offered for sale hereunder and
all share and option information included in this Prospectus under the headings
"Selling Stockholders" and "Legal Matters" has been adjusted to reflect such
stock split as if it had occurred prior to the date as of which the information
is given.
None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company. The Company has agreed to bear all
expenses in connection with the registration of the Shares being offered by the
Selling Stockholders. See "Plan of Distribution." Brokerage commissions, if any,
attributable to the sale of the Shares will be borne by the Selling
Stockholders.
------------------
See "Risk Factors" for certain information that should be considered by
prospective investors.
<PAGE>
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is August 24, 1995
<PAGE>
No person is authorized in connection with the offering made hereby to give
any information or to make any representation not contained or incorporated by
reference in this Prospectus or a supplement to this Prospectus, and any
information or representation not contained or incorporated herein or in a
supplement to this Prospectus must not be relied upon as having been authorized
by the Company or the Selling Stockholders. This Prospectus or any supplement to
this Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy by any person in any jurisdiction in which it is unlawful for such
person to make such offer or solicitation. Neither the delivery of this
Prospectus or a supplement to this Prospectus at any time nor any sale made
hereunder or thereunder shall under any circumstance imply that information
contained herein is correct as of any date subsequent to its date.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Common Stock
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement and in the exhibits and schedules thereto. For
further information about the Company and the securities offered hereby,
reference is hereby made to the Registration Statement and to the exhibits and
schedules thereto. Statements contained in this Prospectus as to the contents of
any contract or any other document are not necessarily complete and in each
instance reference is made to the copy of such contract or document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference. Additionally, the Company is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and, in accordance therewith, files periodic reports,
proxy statements and other information with the Commission. The Registration
Statement, including the exhibits and schedules thereto, as well as such
reports, proxy statements and other information filed with the Commission may be
inspected and copied at the Commission's Public Reference Room, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: New York Regional Office, 75 Park Place, 14th Floor,
New York, New York 10007, and Chicago Regional Office, Northwestern Atrium
Center, 500 West Madison Street (Suite 1400), Chicago, Illinois 60601. Copies of
such material may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Copies may also be inspected at the reading room of the library of the
National Association of Securities Dealers, Inc., 1735 K Street, Washington,
D.C. 20006.
The Company furnishes its stockholders with annual reports containing
financial statements certified by independent accountants (prepared in
accordance with accounting principles generally accepted in the United States)
and quarterly reports containing unaudited financial data for the first three
quarters of its fiscal year, and intends to continue this policy.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which are on file with the Commission (File No.
0-12944), are incorporated in this Prospectus by reference and made a part
hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1994, filed on September 28, 1994.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1994, filed on November 4, 1994.
(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1994, filed on February 7, 1995.
(d) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1995, filed on May 11, 1995.
(e) The Company's Current Report on Form 8-K, dated July 20, 1995, filed on
July 20, 1995.
(f) The Company's Current Report on Form 8-K, dated August 22, 1995, filed
on August 23, 1995.
(g) The description of the Company's Common Stock contained in Item 1 of
the Company's Registration Statement on Form 8-A dated October 26, 1984.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the respective dates of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for all purposes to the extent that a statement contained in this
Prospectus or any other subsequently filed document that is also incorporated by
reference herein modifies or supersedes such statement. Any such statements so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). Written or telephone requests
should be directed to Zygo Corporation, Laurel Brook Road, Middlefield,
Connecticut 06455-0448, Attention: Mark J. Bonney, Vice President, Finance and
Administration, (203) 347-8506.
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<PAGE>
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating the Company and its
business before purchasing the shares of Common Stock offered hereby.
Dependence on Cyclical Industries. The Company's business is significantly
dependent on capital expenditures by manufacturers of semiconductors and
components for the computer disk drive industry. These industries are cyclical
and have historically experienced periods of oversupply, resulting in
significantly reduced demand for capital equipment, including the products
manufactured and marketed by the Company. The Company's net sales and operating
results may be materially adversely affected if downturns or slowdowns in the
semiconductor or computer disk drive markets occur in the future.
Ability to Respond to Technological Change. The Company's future success
will depend upon its ability to enhance its current products and to develop and
introduce new products that keep pace with technological developments and
evolving industry standards, respond to changes in customer requirements and
achieve market acceptance. Any failure by the Company to anticipate or respond
adequately to technological developments and customer requirements, or any
significant delays in product development or introduction, could have a material
adverse effect on the Company's business, operating results, financial condition
and liquidity. There can be no assurance that Zygo will be successful in
developing and marketing new products and services or product and service
enhancements on a timely basis or that the Company will not experience
significant delays in the introduction of new products and services. In
addition, there can be no assurance the new products and services or product and
service enhancements developed by the Company will achieve market acceptance.
Dependence on Proprietary Technology. The Company's success is heavily
dependent upon its proprietary technology. There can be no assurance that the
steps taken by the Company to protect its proprietary technology will be
adequate to prevent misappropriation of its technology by third parties or will
be adequate under the laws of some foreign countries, which may not protect the
Company's proprietary rights to the same extent as do laws of the United States.
In addition, there can be no assurance that third parties will not assert
successfully technology infringement claims against the Company.
Risks Associated with Potential Acquisitions. The Company's business
strategy includes the expansion of its products and services, which may be
effected through acquisitions. Acquisitions involve numerous risks, including
difficulties in the assimilation of the operations and products of the acquired
companies, the ability to manage effectively geographically remote units, the
diversion of management's attention from other business concerns, risks of
entering markets in which the Company has limited or no direct experience and
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<PAGE>
the potential loss of key employees of the acquired companies. In addition,
acquisitions may involve the immediate expenditure of significant funds or the
issuance of significant shares of Common Stock, or any combination thereof.
Although management expects to carefully analyze any such opportunity before
committing the Company's resources, there can be no assurance that any
acquisition will result in long-term benefits to the Company or that Zygo's
management will be able to manage effectively the resulting businesses.
Management of Growth. The Company is currently experiencing a period of
rapid growth and expansion, which would be further intensified in the event the
Company is involved in a significant acquisition. This growth expansion has
placed and could continue to place a significant strain on the Company's
personnel and other resources. The Company's growth has resulted in an increase
in the level of responsibility for the Company's management personnel. Certain
of the Company's management personnel have had limited or no experience in
managing companies as large as or larger than the Company. The Company's ability
to manage growth effectively will require the Company to continue to improve its
operational, management and financial systems and controls and to successfully
train, motivate and manage its employees. If the Company's management is unable
to manage growth effectively, the Company's business, results of operations,
financial condition and liquidity could be materially and adversely affected.
Dependence on Key Personnel. Zygo's success depends in large part upon the
continued services of many of its highly skilled personnel involved in
management, research and development and sales and marketing, and upon its
ability to attract and retain additional highly qualified employees. The
Company's employees may voluntarily terminate their employment with the Company
at any time. Competition for such personnel is intense, and there can be no
assurance that the Company will be successful in retaining its existing
personnel or attracting and retaining additional personnel.
Dependence on Third-Party Suppliers. Certain of the components and
subassemblies included in the Company's systems are obtained from a single
source or a limited group of suppliers. Although the Company seeks to reduce
dependence on sole and limited source suppliers in some cases, the partial or
complete loss of certain of these sources could have at least a temporary
adverse effect on the Company's results of operations and damage customer
relationships.
Relationship With Canon Inc. and Canon Sales Co., Inc. Prior to this
offering, Canon Inc. ("Canon") owns approximately 20% of the Company's Common
Stock. In addition, one executive officer of Canon's U.S. subsidiary is a member
of the Company's Board of Directors. Canon and Canon Sales Co., Inc. is a
significant customer of the Company, with aggregate sales by the Company to
these entities amounting to $9,550,000 and $7,740,000 for the fiscal years ended
June 30, 1995 and 1994, respectively. In addition, Canon Sales Co., Inc. is the
Company's exclusive distributor for sales of the Company's products in the
Japanese market.
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<PAGE>
Customer Concentration. Sales to the Company's two largest customers in
fiscal 1995 and fiscal 1994 accounted for 47% and 41% of net sales,
respectively. During these fiscal years, sales to Canon and Canon Sales Co.,
Inc., the Company's largest customer in those periods, accounted for
approximately 30% and 32%, respectively, of the Company's net sales. The Company
expects that sales to Canon and Canon Sales Co., Inc. will continue to represent
a significant percentage of the Company's net sales for the foreseeable future.
During fiscal 1995, sales to a manufacturer of computer disk drives and related
hardware and software accounted for approximately 17% of the Company's net
sales. The Company's customers generally do not enter into long-term agreements
obligating them to purchase the Company's products. A reduction or delay in
orders from either of these two customers, including reductions or delays due to
market, economic, or competitive conditions in the semiconductor or computer
disk drive industries, could have a material adverse effect upon the Company's
result of operations.
Revenues Derived from International Sales and Foreign Operations. The
company's products are sold internationally by the Company primarily to
customers in Japan. Revenues from sales to customers outside the United States
accounted for 47% and 46% of the Company's total revenues in the fiscal years
ended June 30, 1995 and 1994, respectively. International sales and foreign
operations are subject to inherent risks, including longer payment cycles,
greater difficulty in accounts receivable collection, compliance with foreign
laws, changes in regulatory requirements, tariffs or other barriers,
difficulties in obtaining export licenses and in staffing and managing foreign
operations, exposure to currency exchange fluctuations and political
instability. Although substantially all the Company's sales and costs are
negotiated and paid in US dollars, changes in the values of foreign currencies
relative to the value of the US dollar can negatively impact international sales
of the Company's products and the Company's foreign operations, as would changes
in the general economic conditions in those markets. Although these risks,
including the risks associated with currency exchange fluctuations, have not had
any material adverse effect on the Company to date, there can be no assurance
that risks inherent in international sales and foreign operations will not have
a material adverse effect on the Company in the future.
Control of Company. Upon completion of this offering, the Company's
executive officers and directors, through their affiliation with certain
stockholders, may be deemed to beneficially own approximately 39% of the
outstanding shares of Common Stock. As a result, these individuals will
effectively have the ability to control the Company and direct its affairs and
business, including the election of all of directors.
Dividend Policy. The Company has never declared or paid cash dividends on
its capital stock. The Company currently intends to retain all its earnings to
finance the expansion and development of its business and, therefore, does not
anticipate paying any cash dividends in the foreseeable future.
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<PAGE>
THE COMPANY
The Company was incorporated in 1970 under the laws of the State of
Delaware. The Company's principal offices are located at Laurel Brook Road,
Middlefield, Connecticut 06455-0448, and its telephone number is (203) 347-8506.
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<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information as of July 1, 1995
(except as otherwise indicated) and as adjusted to reflect the sale of the
Common Stock in the offering, as to the security ownership of the Selling
Stockholders. The position, office or other material relationship which a
Selling Stockholder has had within the past three years with the Company or any
of its predecessors or affiliates is indicated in the footnotes or otherwise
under the subheading "Transactions Involving Selling Stockholders" below. The
shares of Common Stock being sold by the Selling Stockholders in this offering
will be acquired upon the exercise of stock options presently held by the
Selling Stockholders.
<TABLE>
<CAPTION>
Shares of Shares of Percentage of
Common Stock Common Stock Class of Common
Beneficially Beneficially Stock
Owned Prior Shares Owned After Beneficially Owned After
to Offering Being Sold Offering Offering
----------- ---------- -------- --------
<S> <C> <C> <C> <C>
Paul F. Forman(1) 273,060 39,000 234,060 6.0%
Gary K. Willis(2) 211,500 112,500 99,000 2.5%
Carl A. Zanoni(3) 322,410 69,750 252,660 6.4%
Michael Corboy(4) 51,000 6,000 45,000 1.1%
Paul W. Murrill(5) 44,250 6,000 38,250 1.0%
</TABLE>
______________
(1) Shares of common stock beneficially owned prior to the offering includes
39,000 shares of Common Stock which may be acquired by Mr. Forman upon the
exercise of options which are covered by this prospectus. Mr. Forman has
been the Chairman of the Board of Directors of the Company since 1970, and
was the Chief Executive Officer of the Company from June 1970 to August
1993, the Treasurer from June 1970 to November 1993, acting President from
June 1991 to February 1992 and Secretary from February 1992 to November
1993.
(2) Shares of common stock beneficially owned prior to the offering includes
112,500 shares of Common Stock which may be acquired by Mr. Willis upon the
exercise of options which are covered by this prospectus, 56,250 of which
are exercisable within 60 days of the date hereof. Mr. Willis has been a
director of the Company since 1992, and has been the Chief Executive
Officer since August 1993 and was the President and Chief Operating Officer
of the Company from February 1992 until August 1993.
(3) Shares of common stock beneficially owned prior to the offering includes
69,750 shares of Common Stock which may be acquired by Mr. Zanoni upon the
exercise of options which are covered by this prospectus, 36,450 of which
are exercisable within 60 days of the date hereof. Mr. Zanoni has been a
director of the Company since 1970, and has been the Vice President,
Research, Development and Engineering of the Company since April 1992, and
was the Vice President, Research and Development, Chief Scientist of the
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<PAGE>
Company from February 1989 until March 1992 and the Vice President,
Engineering of the Company from June 1970 until February 1989.
(4) Shares of common stock beneficially owned prior to and after the offering
and the percentage of class of common stock beneficially owned after the
offering includes 37,500 shares of Common Stock which may be acquired by
Mr. Corboy upon the exercise of options which are not the subject of this
prospectus. Shares of common stock beneficially owned prior to the offering
also includes 6,000 shares of common stock which may be acquired upon the
exercise of options within 60 days of the date hereof and which are covered
by this prospectus. Mr. Corboy has been a director of the Company since
1993.
(5) Shares of common stock beneficially owned prior to and after the offering
and the percentage of class of common stock beneficially owned after the
offering includes 37,500 shares of Common Stock which may be acquired by
Mr. Murrill upon the exercise of options which are not the subject of this
prospectus. Shares of common stock beneficially owned prior to the offering
also includes 6,000 shares of common stock which may be acquired upon the
exercise of options within 60 days and which are covered by this
prospectus. Mr. Murrill has been a director of the Company since 1993.
Transactions Involving Selling Stockholders
On June 23, 1995, the Company's Board of Directors approved the purchase of
approximately 22 acres of land adjacent to the Company's facility in
Middlefield, Connecticut, for a purchase price of $440,000. The land, which is
jointly owned by Paul F. Forman, Sol F. Laufer and Carl A. Zanoni, will
facilitate expansion of the Company's buildings and/or parking facilities in the
future. The purchase is expected to occur during the quarter ended March 31,
1996.
Canon, Wesleyan, and the group consisting of Paul F. Forman, Carl A.
Zanoni, and Sol F. Laufer, entered into a Stockholders' Agreement under which
they agreed to vote their shares for the election to the Board of two directors
designated by each of Canon, Wesleyan University, and the foregoing individuals
as a group, and up to five additional directors who were to be independent of
the foregoing stockholders. On November 30, 1993, the Stockholders' Agreement
was terminated.
At the time of the termination of the Stockholders' Agreement, a
Registration Rights Agreement was entered into by Canon, Wesleyan University,
Paul F. Forman, Carl A. Zanoni, Sol F. Laufer, and the Company. In general, the
Registration Rights Agreement grants to each of these stockholders the right,
until November 30, 1998, to have his or its shares of Common Stock included in
any registered public offering of the Company's securities. Each of the parties
to the Registration Rights Agreement has waived all rights to include any
additional shares of Common Stock owned by such person in the Registration
Statement of which this Prospectus is a part.
In August 1993, the Company entered into a Services Agreement with Mr.
Forman providing for the retention of Mr. Forman as an executive officer of the
Company through the end of the 1994 fiscal year and thereafter as a consultant
to the Company for an additional five years. Pursuant to his Agreement, Mr.
Forman received salary payments of $148,271 for the year of employment, a
one-time payment of $149,500 upon his termination from active employment, and
will continue to receive a $20,000 retainer for board service for each of the
five years of his consultancy plus 80%, 60%, 40%, and 20% of his salary at June
30, 1994, for each of the first through fourth years of his consultancy,
respectively. The Services Agreement further provides that Mr. Forman would have
all his outstanding unvested stock options from the Company vested effective at
the conclusion of the fiscal year ended June 30, 1994 (options for 20,475 shares
of Common Stock as of June 30, 1994). The Agreement is terminable (with all
payment obligations thereunder terminating) by Mr. Forman at any time, and by
the Company upon the death or disability of Mr. Forman or for justifiable cause
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<PAGE>
(as defined in the Agreement); except that if an Agreement terminates as a
result of the death or disability of Mr. Forman, he (or his estate) will be
entitled to receive the lesser of twice his June 30, 1994 salary or the
aggregate remaining compensation payments otherwise required to be made under
the Agreement.
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<PAGE>
PLAN OF DISTRIBUTION
The Company is registering the Shares on behalf of the Selling
Stockholders. All costs, expenses and fees in connection with the registration
of the Shares offered hereby will be borne by the Company. Brokerage
commissions, if any, attributable to the sale of Shares will be borne by the
Selling Stockholders.
The distribution of the Shares by the Selling Stockholders may be effected
from time to time in one or more transactions for their own accounts (which may
include block transactions) in the over-the-counter market, on NASDAQ, or on any
exchange on which the Common Stock may then be listed, in negotiated
transactions, through the writing of options on shares (whether such options are
listed on an options exchange or otherwise), or a combination of such methods of
sale, at fixed prices which may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Stockholders may effect such transactions by
selling Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders and/or the purchasers of Shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). The Selling Stockholders may also pledge Shares as
collateral for margin accounts and such Shares could be resold pursuant to the
terms of such accounts. The Selling Stockholders and any participating brokers
and dealers may be deemed to be "underwriters" as defined in the Securities Act.
Because the Selling Stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the Selling Stockholders
will be subject to prospectus delivery requirements under the Securities Act.
Furthermore, in the event of a "distribution" of the shares, such Selling
Stockholder, any selling broker or dealer and any "affiliated purchasers" may be
subject to Rule 10b-6 under the Securities Exchange Act of 1934, as amended,
which Rule would prohibit, with certain exceptions, any such person from bidding
for or purchasing any security which is the subject of such distribution until
his participation in that distribution is completed. In addition, Rule 10b-7
under the Exchange Act prohibits any "stabilizing bid" or "stabilizing purchase"
for the purpose of pegging, fixing or stabilizing the price of Common Stock in
connection with this offering.
In order to comply with certain state securities laws, if applicable, the
Common Stock will not be sold in a particular state unless such securities have
been registered or qualified for sale in such state or any exemption from
registration or qualification is available and complied with.
The Company will not receive any of the proceeds from the sale of shares of
Common Stock by the Selling Stockholders.
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<PAGE>
LEGAL MATTERS
Certain legal matters with respect to the validity of the Common Stock
offered hereby have been passed upon for the Company by Fulbright & Jaworski
L.L.P., New York, New York. Paul Jacobs, a partner in the firm of Fulbright &
Jaworski L.L.P., is Secretary of the Company and, as of July 1, 1995,
beneficially owned less than one percent of the outstanding shares of Common
Stock.
EXPERTS
The consolidated financial statements and schedules of the Company as of
June 30, 1994 and 1993 and for each of the years in the three-year period ended
June 30, 1994, have been incorporated by reference in this Prospectus and in the
Registration Statement in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing. Our
reports refer to a change in the Company's method of accounting for investments
in 1994 and a change in the Company's method of accounting for income taxes in
1993.
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<PAGE>
================================================================================
No person is authorized in connection with any offering made hereby to give
any information or to make any representation not contained in this Prospectus,
and, if given or made, such information or representation must not be relied
upon as having been authorized by the Company, any Selling Stockholder or any
other person. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the Common Stock offered
hereby, nor does it constitute an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby to any person in any jurisdiction in
which it is unlawful to make such an offer or solicitation. Neither the delivery
of this Prospectus nor any sale made hereunder shall under any circumstances
create any implication that the information contained herein is correct as of
any date subsequent to the date hereof.
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TABLE OF CONTENTS
Page
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Available Information .................................................... 1
Incorporation of Certain
Documents by Reference .................................................. 2
Risk Factors.............................................................. 3
The Company............................................................... 6
Selling Stockholders...................................................... 7
Plan of Distribution...................................................... 10
Legal Matters ............................................................ 11
Experts .................................................................. 11
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233,250
Shares
ZYGO CORPORATION
Common Stock
------
PROSPECTUS
------
August 24, 1995
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Zygo Corporation (the "Company") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1994, filed on September 28, 1994.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1994, filed on November 4, 1994.
(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1994, filed on February 7, 1995.
(d) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1995, filed on May 11, 1995.
(e) The Company's Current Report on Form 8-K, dated July 20, 1995, filed on
July 20, 1995.
(f) The Company's Current Report on Form 8-K, dated August 22, 1995, filed
on August 23, 1995.
(g) The description of the Company's Common Stock contained in Item 1 of
the Company's Registration Statement on Form 8-A dated October 26, 1984.
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
II-1
<PAGE>
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware permits
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations. The Certificate of
Incorporation of the Company provides that the Company shall, to the fullest
extent permitted by Section 145, indemnify any and all persons whom it shall
have power to indemnify under said Section. Article 4 of the By-laws of the
Company also contains provisions for the indemnification of directors, officers
and employees in accordance with Section 145. In addition, subject to receiving
stockholder approval, the Company proposes to enter into Indemnity Agreements
with its directors and officers providing for the maximum indemnification
allowed by Section 145.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
4(a) -- Zygo Corporation Amended and Restated Non-Qualified Stock Option Plan.*
(b) -- Form of Non-Qualified Stock Option Agreement.*
5 -- Opinion of Fulbright & Jaworski L.L.P.*
23(a) -- Consent of KPMG Peat Marwick LLP.
(b) -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).*
24 -- Power of Attorney (included in signature page).
--------------
* Previously filed.
II-2
<PAGE>
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective dates of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
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<PAGE>
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by
a director, officer, or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer, or controlling person of the
registrant in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
of 1933 and will be governed by the final adjudication of such
issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Middlefield, State of Connecticut on August 21, 1995.
ZYGO CORPORATION
By:/s/ Gary K. Willis
-------------------------------
Gary K. Willis
President and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below and on the following page constitutes and appoints Gary K. Willis and Mark
J. Bonney as his true and lawful attorneys-in-fact and agents, each acting
alone, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, including post-effective amendments, and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority of do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, each acting alone, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Paul F. Forman Chairman of the Board August 21, 1995
-------------------------------- of Directors
Paul F. Forman
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gary K. Willis President, Chief August 21, 1995
-------------------- Operating Officer
Gary K. Willis and Director
(Principal Executive Officer)
/s/ Carl A. Zanoni Vice President, Research, August 21, 1995
-------------------------------- Development and Engineering
Carl A. Zanoni and Director
/s/ Michael R. Corboy Director August 21, 1995
----------------------
Michael R. Corboy
/s/ Seymour E. Liebman Director August 21, 1995
-----------------------
Seymour E. Liebman
/s/ Robert G. McKelvey Director August 21, 1995
-------------------------
Robert G. McKelvey
Director August , 1995
-----------------------
Paul W. Murrill
/s/ Robert B. Taylor Director August 21, 1995
--------------------------------
Robert B. Taylor
/s/ Mark J. Bonney Vice President, Finance August 21, 1995
--------------------------- and Administration,
Mark J. Bonney Treasurer and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description Page No.
--- ----------- --------
4(a) Zygo Corporation Amended and Restated
Non-Qualified Stock Option Plan.*
(b) Form of Non-Qualified Stock Option Agreement.*
5 Opinion of Fulbright & Jaworski L.L.P.*
23(a) Consent of KPMG Peat Marwick LLP. 1
(b) Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).*
24 Power of Attorney (see signature page).
----------
* Previously filed.
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors
Zygo Corporation
We consent to incorporation by reference in Post-Effective Amendment No. 1 to
the Registration Statement (No. 33-57060) on Form S-8 of Zygo Corporation of our
reports dated August 12, 1994, relating to the consolidated balance sheets of
Zygo Corporation and consolidated subsidiary as of June 30, 1994, and 1993, and
the related consolidated statements of earnings, stockholders' equity and cash
flows and related schedules for each of the years in the three-year period ended
June 30, 1994, which reports appear in or are incorporated by reference into the
June 30, 1994 annual report on Form 10-K of Zygo Corporation and to the
reference to our firm under the heading "Experts" in the prospectus.
Our reports refer to a change in the Company's method of accounting for
investments in 1994 and a change in the Company's method of accounting for
income taxes in 1993.
KPMG PEAT MARWICK LLP
Hartford, Connecticut
August 23, 1995
