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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 5, 2000
ZYGO CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-12944 06-0864500
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
LAUREL BROOK ROAD, MIDDLEFIELD, CT 06455-0448
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 347-8506
Not Applicable
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 5, 2000, Zygo Corporation (the "Company") entered into an Agreement
and Plan of Merger (the "Merger Agreement") with Firefly Technologies
Incorporated, a Delaware corporation ("Firefly"), Zygo TeraOptix, Inc., a
Delaware corporation and a wholly-owned subsidiary of the Company ("Zygo
TeraOptix"), and the securityholders of Firefly named therein, pursuant to which
the Company agreed to acquire Firefly (the "Acquisition"). Immediately
thereafter, the Acquisition was consummated by the merger of Zygo TeraOptix with
and into Firefly and Firefly became a wholly-owned subsidiary of the Company
under the new name Zygo TeraOptix.
Under the terms of the Acquisition, the Company exchanged an aggregate of
2,356,037 shares of its common stock, $.10 par value per share, for all of the
then outstanding capital stock and stock options of Firefly. The Acquisition,
which is intended to be tax free for federal income tax purposes to the Firefly
securityholders, will be accounted for as a pooling of interest transaction. ING
Barings LLC acted as the Company's financial advisor and provided the Company's
Board of Directors with a fairness opinion on the transaction. The amount of
such consideration paid by the Company was determined based upon arm's length
negotiations between the Company and Firefly.
As required by the Merger Agreement, John Berg, previously chief executive
officer of Firefly, has become president of Zygo TeraOptix, and Patrick Tan,
vice president of business operations at Firefly, continues in that role at Zygo
TeraOptix. Messrs. Berg and Tan, the founders of Firefly, have also become
members of Zygo's Board of Directors, immediately after the consummation of the
Acquisition. In accordance with the Merger Agreement, the Company has agreed to
nominate each of Messrs. Berg and Tan for election to the Company's Board of
Directors for the next three years, subject to certain conditions, except that,
at the Company's option, Mr. Tan can be replaced on the Board by an individual
designated by the Company who is independent and who has relevant
telecommunications/networking industry experience.
Firefly manufactures metrology equipment, micro-optics, switches, and
filters for the telecommunications industry, as well as heads and related
products for the optical data storage industry. The telecommunications
components are used in wave division multiplexers to increase the capacity of
optical fibers. The Company intends to continue to use the assets acquired in
the Acquisition for these purposes.
The foregoing summary of the terms of the Merger Agreement is qualified in
its entirety by reference to the provisions of the Merger Agreement, a copy of
which is filed as an exhibit to our Form 8-K report which was filed on May 18,
2000.
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ITEM 7. FINANCIAL STATEMENTS, UNAUDITED PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS.
A. Included as an exhibit are the historical Financial Statements of Firefly
Technologies, Inc. as of December 31, 1999, 1998 and 1997. See exhibit
99.1.
B. Included as an exhibit are the combined Zygo Corporation Pro Forma
Financial Information as of March 31, 2000, and for the years ended June
30, 1999, and 1998 and for the nine month period ended March 31, 2000. See
exhibit 99.2.
C. Exhibits
99.1 Audited Financial Statements of Firefly Technologies, Inc. as of and
for the years ended December 31, 1999, 1998 and 1997.
99.2 Zygo Corporation Unaudited Pro Forma Financial Information
99.3 Consent of Independent Auditors
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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.
ZYGO CORPORATION
Date: July 19, 2000 By: /s/ MICHAEL J. AUTH
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Michael J. Auth
Vice President Finance and
Chief Financial Officer
