AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 2000.
REGISTRATION NO. 333-________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
ZYGO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 06-0864500
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
LAUREL BROOK ROAD
MIDDLEFIELD, CONNECTICUT 06455-0448
(860) 347-8506
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
--------------------
J. BRUCE ROBINSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LAUREL BROOK ROAD
MIDDLEFIELD, CONNECTICUT 06455-0448
(860) 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
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Amount to be Proposed Maximum Aggregate Proposed Maximum Amount of
Title of Shares to be Registered Registered Price Per Unit (1) Aggregate Offering Price Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value per
share 2,303,934 $63.875 $147,163,785.00 $38,852.00
===================================================================================================================================
</TABLE>
(1) The price is estimated in accordance with Rule 457(c) under the Securities
Act of 1933, as amended, solely for the purpose of calculating the
registration fee and is $63,875, the average of the high and low prices of
the common stock of Zygo Corporation as reported on The Nasdaq Stock Market
on August 10, 2000.
--------------------
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information in this prospectus is not complete and may be changed. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted before the registration statement becomes effective.
This prospectus is not an offer to sell securities and is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
<PAGE>
ZYGO CORPORATION
2,303,934 Shares of Common Stock
--------------------
Zygo Corporation's common stock trades on the Nasdaq National Market under
the ticker symbol "ZIGO." On August 11, 2000, the closing sale price of the
common stock was $65-9/16.
--------------------
The stockholders of Zygo Corporation listed in this prospectus are offering
and selling an aggregate of 2,303,934 shares of our common stock under this
prospectus. We issued these selling stockholders their common stock on May 5,
2000 in connection with our acquisition of Firefly Technologies, Inc., which was
owned by these stockholders.
--------------------
The selling stockholders (and their donees and pledges) may offer their
Zygo common stock through public or private transactions, on or off the United
States exchanges, at prevailing market prices, or at privately negotiated
prices.
--------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT YOU SHOULD CONSIDERED BEFORE YOU INVEST IN THE SHARES BEING SOLD WITH THIS
PROSPECTUS.
--------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is August 14, 2000.
<PAGE>
TABLE OF CONTENTS
PAGE
WHERE YOU CAN FIND MORE INFORMATION...........................................2
OUR COMPANY...................................................................4
RISK FACTORS..................................................................6
USE OF PROCEEDS..............................................................12
DIVIDEND POLICY..............................................................12
PRICE RANGE OF COMMON STOCK..................................................12
SELLING STOCKHOLDERS.........................................................13
PLAN OF DISTRIBUTION.........................................................14
LEGAL MATTERS................................................................14
EXPERTS......................................................................14
--------------------
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York, and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
at the SEC's website at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until the selling stockholders sell all their
shares of Zygo stock. This prospectus is part of a registration statement we
filed with the SEC (Registration No. 333-[______]).
(i) Our Annual Report on Form 10-K for the fiscal year ended June 30,
1999.
(ii) The description of our common stock contained in Item 1 of our
Registration Statement on Form 8-A/A, dated October 26, 1984.
(iii) Our Quarterly Reports on Form 10-Q for the quarters ended September
30, 1999, December 31, 1999 and March 30, 2000.
(iv) Our Current Report on Form 8-K/A, dated May 5, 2000, relating to our
acquisition of Firefly Technologies, Inc.
-2-
<PAGE>
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address
Zygo Corporation
Laurel Brook Road
Middlefield, Connecticut 06455
Attention: Michael J. Auth
Phone No. (860) 704-5180.
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling stockholders will
not make an offer of these shares in any state where the offer is not permitted.
You should not assume that information in this prospectus or any supplement is
accurate as of any date other than the date on the front of these documents.
-3-
<PAGE>
OUR COMPANY
This summary highlights selected information about us and may not contain
all of the information that is important to you. You should carefully read this
document with the documents we have incorporated by reference into this
prospectus for information on us and our financial statements.
We design and market noncontact measuring instruments, automation systems,
and optical components for high precision manufacturing industries. Our
instruments, systems and components are used as parts of products offered by
other companies and as key elements in our own products. Most of our
instruments, systems and accessories employ either a laser or white light source
to make noncontact measurements. We sell our products worldwide to leading
manufacturers in the semiconductor, data storage, and optics industries,
including Cannon, Motorola, Texas Instruments, Seagate, Bausch & Lomb, and
Corning.
Our core business unit, Zygo Advanced Metrology Systems, located in
Middlefield, Connecticut, is home to our optical components business and our
interferometric based products. Zygo Advanced Metrology System's high
performance optical components are used in many applications, including laser
fusion research, semiconductor manufacturing equipment, and aerospace optical
systems, and are also an integral part of our own precision noncontact measuring
instruments. These noncontact measuring instruments and systems enable
manufacturers in high technology industries, such as data storage,
semiconductor, and precision optics to become more efficient and increase
production yields by identifying and collecting quantitative data on product
defects, both during and after the manufacturing process. We produce these
systems with proprietary laser and white light optical technology combined with
advanced software and electronics.
Zygo Advanced Metrology Systems' interferometric measurement instruments
are used by a variety of industries, including data storage, which uses these
products to inspect and analyze the surface of computer hard disks and
read/write heads, and the semiconductor industry, which uses these products for
high precision distance measurement and motion control. Interferometry uses the
optical path differences between a reference and a measurement beam to produce a
pattern of bright and dark lines. Our products analyze the paterns and generate
three-dimensional surface profiles, which are used to detect product defects by
determining the conformity of a part to its specifications, and also to analyze
and enhance manufacturing processes. Interferometry provides a noncontact,
quantitative, full field of view and an ultra-high resolution surface analysis
in three dimensions.
Confocal Scanning Optical Microscopy, known as CSOM, is the key base
technology employed in Zygo Vision Systems' confocal systems, which are used for
both inspection and metrology measurement. Microscopes using white light CSOM
technology generate a high-intensity white light that illuminates a section of a
spinning disk containing pinholes arranged in multiple spiral patterns. Acting
as point illumination sources, the pinholes direct light to points on the
sample. Only light from points on the sample near the focal plane will pass
through the pinholes for imaging. The benefits of white light CSOM technology
imaging systems include: submicron definition, "real time" high resolution
images with no processing delay for image processing, transverse resolution and
extremely shallow depth of field. These features provide
-4-
<PAGE>
precise imaging of sub-half micron structures and lower cost of ownership than
other imaging systems. Our laser confocal systems employ a laser light source
that causes a sample to fluoresce. Laser CSOM systems produce a high resolution
image, and have ability to display many layers of translucent samples as a live
overlay of bright, perfectly registered optical sections.
Our Zygo Automation Systems unit allows us to integrate our traditional
metrology products into an automated system that can be placed directly into our
customer's production line. Zygo Automation Systems designs, develops,
manufactures, and markets comprehensive automated system solutions to enable
manufacturers in a variety of high technology industries, including the data
storage, semiconductor, and electronics industries, to enhance operation
efficiencies and product yields. Our high-speed production solutions reduce
downtimes, especially in manufacturing processes adaptable to the manufacture of
multiple products differing in size, features, and functionality.
Our newly acquired Zygo TeraOptix unit manufactures metrology equipment,
micro-optics, switches, and filters for the telecommunications industry. Its
telecommunications components are used in wave division multiplexers to increase
the capacity of optical fibers. Our automation, metrology, and precision optics
processing and assembly capability, combined with TeraOptix's intellectual
property and process knowledge of micro-optical components and assemblies for
switches, lenses, and tunable filters, provide us with a unique capability to
serve the rapidly expanding optical telecommunications marketplace. We expect
TeraOptix to become a major supplier to this marketplace over the course of the
next few years providing optical components, assemblies, automated test
equipment, and automated assembly equipment and systems.
-5-
<PAGE>
RISK FACTORS
Before you invest in our common stock, you should carefully consider the
following factors and cautionary statements, as well as the other information
set forth herein. If any of the following risks actually occur, our business,
financial condition or results of operations may suffer. As a result, the
trading price of our common stock could decline, and you could lose a
substantial portion of the money you paid to buy our common stock.
OUR QUARTERLY AND ANNUAL OPERATING RESULTS MAY FLUCTUATE AND THE PRICE OF OUR
COMMON STOCK MAY CHANGE IN RESPONSE TO THOSE FLUCTUATION.
Our quarterly and annual operating results have varied in the past and may
in the future vary significantly depending on factors such as:
o the effect of our acquisitions;
o the size, timing and recognition of revenue from significant orders;
o increased competition;
o our ability to develop innovative products;
o the timing of new product releases by us or our competitors;
o market acceptance of our products;
o changes in our and our competitors' pricing policies;
o budgeting cycles of our customers;
o changes in operating expenses and personnel changes;
o changes in our business strategy; and
o general economic factors.
Because our revenues and operating results may fluctuate, it is possible
that in some future quarter, our revenues or operating results will be below the
expectations of public market analysts and investors.
WE MAY NOT BE ABLE TO MANAGE OUR GROWTH.
We are experiencing a period of rapid growth and expansion because of both
acquisitions and internal growth. Our growth and expansion has placed, and could
continue to place, a significant strain on our management, personnel and other
resources.
To accommodate our recent growth and to compete effectively and manage
future growth, if any, we will be required to continue to implement and improve
our operational, financial and management information systems, procedures and
controls on a timely basis and to
-6-
<PAGE>
expand, train, motivate and manage our workforce. Our inability to satisfy
increased customer orders in a timely fashion, or at all, could result in
termination of customer relationships or cause customers to seek alternative
sources for their products. In addition, our financial control systems and
infrastructure may not be adequate to maintain and effectively monitor our
future growth. We cannot assure you that our personnel, systems, procedures and
controls will be adequate to support our existing and future operations.
WE MAY EXPAND OUR BUSINESS THROUGH NEW ACQUISITIONS THAT COULD DISRUPT OUR
BUSINESS AND HARM OUR FINANCIAL CONDITION.
Our business strategy includes expanding our products and services, and we
may seek acquisitions to expand our business. Acquisitions involve numerous
risks, including
o substantial cash expenditures;
o potentially dilutive issuance of equity securities;
o incurrance of debt and contingent liabilities;
o difficulties in assimilating the operations of the acquired companies;
o diverting our management's attention away from other business
concerns;
o risks of entering markets in which we have limited or no direct
experience; and
o the potential loss of key employees of the acquired companies.
We cannot assure you that any acquisition will result in long-term benefits to
us or that our management will be able to effectively manage the acquired
businesses. We may also incorrectly judge the value or worth of an acquired
company or business. In addition, our future success will depend in part on our
ability to manage the rapid growth associated with these acquisitions. We cannot
give assurances that we will be able to make the combination of our business
with the businesses of acquired companies work or be successful. Furthermore,
the development or expansion of our business or any acquired business may
require a substantial capital investment by us. We may not have these necessary
funds nor may they be readily available to us on acceptable terms or at all. We
may also seek to raise funds by selling shares of our stock, which could dilute
your ownership interest in our company.
On May 5, 2000, we purchased all of the capital stock and other outstanding
securities of Firefly Technologies, Inc., a manufacturer of metrology equipment,
switches, and filters for the telecommunications industry, as well as heads and
related products for the optical data storage industry, for approximately 20% of
our outstanding capital stock. We cannot give assurances that the integration of
our businesses with the businesses of Firefly will be successful or that we will
be able to achieve the synergies we anticipate.
-7-
<PAGE>
WE MAY BE UNABLE TO EFFECTIVELY RESPOND TO TECHNOLOGICAL CHANGE.
The market for our products is characterized by rapidly changing
technology. Our future success will continue to depend upon our ability to
enhance our 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. We continually
redesign and enhance our instruments, systems and components and upgrade our
proprietary software technology incorporated in our products. If we fail to
anticipate or respond adequately to technological developments and customer
requirements, or experience significant delays in product development or
introduction, our business, results of operations, financial condition and
liquidity will be negatively affected. In order to develop new products
successfully, we depend on close relationships with our customers and their
willingness to share proprietary information about their requirements and
participate in collaborative efforts with us. We cannot assure you that our
customers will continue to provide us with timely access to such information. We
may also fail to successfully develop and market new products and services or
product and service enhancements on a timely basis and we may not respond
effectively to technological changes or new product announcements by others. In
addition, we cannot assure you that the market will accept any new products and
services, or product and service enhancements, that we develop.
WE MAY NOT BE ABLE TO CONTINUE TO ATTRACT AND RETAIN QUALIFIED EMPLOYEES.
Our future success depends on our ability to attract and retain qualified:
o engineering;
o management;
o manufacturing;
o research and development;
o sales and marketing; and
o support personnel.
Competition for these individuals is intense, and we cannot assure you that we
will be able to retain our existing personnel or attract and retain additional
personnel.
WE MAY EXPERIENCE CYCLICALITY.
Our business is significantly dependent on capital expenditures by
manufacturers of components for the computer disk drive industry and of
semiconductors. These industries are cyclical and historically experienced
periods of oversupply, which resulted in significantly reduced demand for
capital equipment, including the products manufactured and marketed by us. For
the foreseeable future, our operations will continue to be dependent on the
capital expenditures in these industries which, in turn, is largely dependent on
the market demand for hard disk drives and products containing integrated
circuits. Our net sales and results of
-8-
<PAGE>
operations may be materially adversely affected if downturns or slowdowns in the
computer disk drive or semiconductor markets occur in the future.
OUR STOCK PRICE MAY BE VOLATILE.
The stock market in general, and the market for shares of technology
companies in particular, have experienced extreme price fluctuations. These
price fluctuations are often unrelated to the operating performance of the
affected companies. Many technology companies, including us, have experienced
dramatic volatility in the market prices of their common stock. If our future
operating results are below the expectations of stock market analysts and
investors, our stock price may decline. We cannot be certain that the market
price of our common stock will remain stable in the future. Our stock price may
undergo fluctuations that are material, adverse and unrelated to our
performance.
WE FACE INTENSE COMPETITION, AND IF WE ARE UNABLE TO COMPETE SUCCESSFULLY, WE
WILL LOSE MARKET SHARE AND OUR BUSINESS WILL SUFFER.
We face competition from a number of companies in all of our markets, some
of which have greater manufacturing and marketing capabilities, and greater
financial, technological and personnel resources. We also compete with current
and prospective customers' attempts to become vertically integrated. We expect
our competitors to continue to improve the design and performance of their
products and to introduce new products with competitive price/performance
characteristics. Competitive pressures may force us to reduce prices, which can
adversely affect our results of operations. Although we believe that we have
certain technical and other advantages over some of our competitors, maintaining
these advantages will require us to continue to invest in research and
development, sales, marketing and service. We cannot assure you that we will
have sufficient resources to continue to make these investments or that we will
be able to make the technological advances necessary to maintain any competitive
advantages. We also cannot assure you that the bases of competition in the
industries in which we compete will not shift.
WE MAY NOT BE ABLE TO SUCCESSFULLY PROTECT OUR INTELLECTUAL PROPERTY.
Our success is heavily dependent upon our proprietary technology. We cannot
assure you that the steps we have taken to protect our proprietary technology
will be adequate to prevent misappropriation of our technology by third parties
or will be adequate under the laws of some foreign countries, which may not
protect our proprietary rights to the same extent as do laws of the United
States. Also, we cannot assure you that others will not "reverse engineer" our
products in order to determine their method of operation and introduce competing
products or that others will not develop competing technology independently.
IF OUR PRODUCTS INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES,
OUR BUSINESS MAY SUFFER IF WE ARE SUED FOR INFRINGEMENT OR CANNOT OBTAIN
LICENSES TO THESE RIGHTS ON COMMERCIALLY ACCEPTABLE TERMS.
We are subject to the risk of adverse claims and litigation alleging
infringement by us of the intellectual property rights of others. Although we
believe our services and products do not
-9-
<PAGE>
infringe the intellectual property rights of others, it is possible that claims
could be asserted against us in the future. Many participants in the technology
industry in general have an increasing number of patents and patent applications
and have frequently demonstrated a readiness to take legal action based on
allegations of patent and other intellectual property infringement. If we become
the subject of a claim for infringement we would have to expend potentially high
funds and resources to defend the claim and, if we were to be deemed to infringe
the intellectual property rights of others, we could be forced to pay
significant license fees or damages for infringement.
WE DEPEND ON A LIMITED NUMBER OF SUPPLIERS FOR SOME COMPONENTS.
Some of the components used in our products are currently purchased from
one source or a limited number of sources. Although we seek to reduce our
dependence on these sources, we may not be able to find alternative sources in a
timely manner if our suppliers become unwilling or unable to supply us, or if
they increase their prices. Our inability to obtain components could cause
delays or reduce product shipments, which could cause our relationship with
customers to suffer and our revenues to decline.
WE FACE RISKS RELATING TO OUR INTERNATIONAL SALES AND OUR FOREIGN OPERATIONS.
Our products are sold internationally, including to customers in Japan and
throughout the Pacific Rim. Net sales to customers outside the United States
accounted for 44% and 46.1% of our net sales in the fiscal years ended June 30,
1998 and 1999, respectively, and are expected to continue to account for a
substantial percentage of our net sales. International sales and foreign
operations are subject to inherent risks. These risks include:
o longer payment cycles;
o greater difficulty in accounts receivable collection;
o compliance with foreign laws;
o changes in regulatory requirements;
o tariffs or other barriers;
o difficulties in obtaining export licenses;
o difficulties in staffing and managing foreign operations;
o exposure to currency exchange fluctuations;
o political instability;
o transportation delays; and
o potentially adverse tax consequences.
-10-
<PAGE>
Substantially all our sales and costs are negotiated for and paid in U.S.
dollars. However, changes in the values of foreign currencies relative to the
value of the U.S. dollar can render our products comparatively more expensive to
the extent locally produced alternative products are available. These exchange
rate fluctuations could negatively impact international sales of our products
and our foreign operations, as would changes in the general economic conditions
in those markets. Any measures we take to protect us from exchange rate
fluctuations may not adequately protect us from their potential harm.
OUR PRINCIPAL STOCKHOLDERS, EXECUTIVE OFFICERS AND DIRECTORS HAVE SUBSTANTIAL
CONTROL OVER ALL MATTERS REQUIRING STOCKHOLDER APPROVAL, INCLUDING A CHANGE OF
CONTROL THAT YOU MIGHT OTHERWISE APPROVE.
Our executive officers and directors and entities affiliated with them, in
the aggregate, beneficially own approximately 17.5% of our common stock as of
June 30, 2000. These stockholders acting together have the ability to exert
substantial influence over all matters requiring approval by our stockholders.
These matters include the election and removal of directors and any merger,
consolidation or sale of all or substantially all of our assets. In addition,
they may dictate the management of our business and affairs. Such a
concentration of ownership could have the effect of delaying, deferring or
preventing a change in control, or impeding a merger or consolidation, takeover
or other business combination.
WE HAVE NEVER PAID DIVIDENDS.
We have never declared or paid cash dividends on our stock. We currently
intend to retain all our earnings, if any, to support our growth strategy. We do
not anticipate paying any cash dividends in the foreseeable future.
-11-
<PAGE>
USE OF PROCEEDS
We will not receive any proceeds from the sale of common stock by the
selling stockholders.
DIVIDEND POLICY
We have never declared or paid any dividends on our stock. We currently
anticipate that we will retain all future earnings to support our growth
strategy. Accordingly, we do not anticipate paying cash dividends on our stock
in the foreseeable future. The payment of any future dividends will be at the
discretion of our board of directors and will depend upon, among other things,
future earnings, operations, capital requirements, our general financial
condition, and general business conditions.
PRICE RANGE OF COMMON STOCK
Our common stock is quoted on the Nasdaq National Market under the symbol
"ZIGO." The following table sets forth, for the periods indicated, the high and
low reported sale prices per share for our common stock as reported by the
Nasdaq National Market.
HIGH LOW
-------- -------
YEAR ENDED JUNE 30, 1999:
First quarter.................................. $15 3/8 $ 6 3/8
Second quarter................................. $12 3/4 $ 5
Third quarter.................................. $15 3/4 $ 8 1/2
Fourth quarter. ............................... $13 1/8 $ 7 1/4
YEAR ENDED JUNE 30, 2000:
First quarter.................................. $14 5/8 $ 9 1/4
Second quarter ................................ $25 1/16 $13
Third Quarter.................................. $74 5/16 $19 3/8
Fourth Quarter................................. $94 $20 3/4
YEAR ENDING JUNE 30, 2001:
First quarter (through July 6, 2000)........... $97 13/16 $84
The number of stockholders of record of our common stock on June 30, 2000
was approximately 492. The last reported sale price of our common stock on
the Nasdaq National Market on August 11, 2000 was $65-9/16.
-12-
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth information regarding the selling
stockholders' beneficial ownership of our common stock as of June 30, 2000.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES OF
OF COMMON STOCK NUMBER OF SHARES OF COMMON STOCK
BENEFICIALLY OWNED COMMON STOCK BENEFICIALLY OWNED AFTER
SELLING STOCKHOLDER (1) PRIOR TO THIS OFFERING REGISTERED HEREIN THIS OFFERING (2)
----------------------- ---------------------- ------------------- ------------------------
<S> <C> <C> <C>
John Berg (3) 532,984 532,934 50
Patrick Tan (4) 336,363 336,363 0
TeraStor Corporation 86,775 86,775 0
David Kindler 106,618 106,618 0
David Buswell 91,290 91,290 0
Mark Wilder 69,350 69,350 0
Thomas Killoren 103,753 103,753 0
Digital Papyrus Corporation 43,387 43,387 0
Easen Ho 43,387 43,387 0
David Kent 94,568 94,568 0
Phillip Malyak 94,568 94,568 0
Michael Harrington 81,581 81,581 0
Don Clausing 13,073 13,073 0
John Howard 25,536 25,536 0
Michael Terrio 14,566 14,566 0
Jeffrey Murzycki 6,580 6,580 0
Borislav Naidenov 15,356 15,356 0
Robert Natale 8,042 8,042 0
Lydia Heckman 8,803 8,803 0
Barry Mitchel 4,416 4,416 0
Deborah O'Connor 8,833 8,833 0
Kenneth Mueller 2,251 2,251 0
John Ritter 117,010 117,010 0
Lori Duncan 58,505 58,505 0
Scott Friends 50,648 50,648 0
Chongwon Byun 49,729 49,729 0
Hae Kwon Chung 49,729 49,729 0
John Watson 29,252 29,252 0
Mark Steinback 24,702 24,702 0
Leonard Croteau 21,521 21,521 0
Guy Messier 21,939 21,939 0
Wayne Smith 15,439 15,439 0
Joseph DeWolfe 12,788 12,788 0
Diane Briggs 8,441 8,441 0
Gary Potwin 8,692 8,692 0
Marjorie Swenson 7,763 7,763 0
Leonid Tesmenitsky 7,243 7,243 0
Robert Kusy 5,822 5,822 0
Carol Dana Berg 6,457 6,457 0
Robert Shillinsky II 5,823 5,823 0
Scot Barrows 6,519 6,519 0
Robert Cudmore 3,882 3,882 0
</TABLE>
--------------
(1) The selling stockholders received their shares of common stock in
connection with our acquisition of Firefly Technologies, Inc. on May 5,
2000.
(2) Assumes that all shares offered by each selling stockholder are sold in
this offering.
(3) Mr. Berg serves as a director of Zygo Corporation.
(4) Mr. Tan serves as a director of Zygo Corporation.
-13-
<PAGE>
PLAN OF DISTRIBUTION
The selling stockholders (and their donees and pledges) may offer their
shares at various times in one or more transactions on the Nasdaq National
Market, in special offerings, exchange distributions, secondary distributions,
negotiated transactions or a combination of these. They may sell at market
prices at the time of sale, at prices related to the market price or at
negotiated prices. The selling stockholders may use broker-dealers to sell their
shares. If this happens, broker-dealers will either receive discounts or
commissions from the selling stockholder, or they will receive commissions from
purchasers of shares for whom they acted as agents.
LEGAL MATTERS
For the purpose of this offering, our outside counsel, Fulbright & Jaworski
L.L.P., New York, New York 10103, is giving its opinion on the validity of the
shares. Paul Jacobs, a partner in Fulbright & Jaworski L.L.P., is our Secretary
and, as of June 30, 2000, beneficially owned 9,000 shares of our common stock.
EXPERTS
The consolidated financial statements and schedules of Zygo Corporation
included in this prospectus and in the registration statement have been audited
by KPMG LLP, independent certified public accountants, to the extent and for the
periods set forth in their reports appearing elsewhere in this prospectus and in
the registration statement, and are included in reliance upon such reports given
upon the authority of that firm as experts in auditing and accounting.
-14-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses payable by the Registrant in connection with the issuance and
distribution of the securities being registered (other than underwriting
accounts and commissions) are estimated to be as follows:
SEC Registration Fee.......................................... $38,857.24
Accountants' Fees and Expenses................................ 7,000.00
Legal Fees and Expenses....................................... 15,000.00
Printing Fees................................................. 8,000.00
Miscellaneous................................................. 2,142.76
----------
Total........................................................ $75,000.00
==========
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware permits
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations. Article VI of the By-Laws
of the Registrant contains provision for the indemnification of directors,
officers and employees within the limitations permitted by Section 145. In
addition, the Company has entered into Indemnity Agreements with its directors
and officers which provide the maximum indemnification allowed by Section 145.
The Company's officers and directors are insured against losses arising from any
claim against them as such for wrongful acts or omissions, subject to certain
limitations.
Item 16. EXHIBITS
NO. DESCRIPTION
--- -----------
5 Opinion of Fulbright & Jaworski L.L.P. regarding legality.
23 (a) Consent of Fulbright & Jaworski L.L.P. (to be filed as part
of Exhibit 5.1).
(b) Consent of KPMG LLP
24 Power of Attorney (included on signature page).
Item 17. 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 to include
any material information with
-15-
<PAGE>
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information 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 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 Act
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 Act and will be governed by the
final adjudication of such issue.
-16-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Middlefield, State of Connecticut, on July 26, 2000.
ZYGO CORPORATION
By: /s/ J. Bruce Robinson
-----------------------------------------
(J. Bruce Robinson, President and CEO)
------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints J. Bruce Robinson and Michael J. Auth, or either
of them, his true and lawful attorney-in-fact and agent 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 (including post-effective
amendments) to this Registration Statement and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent and each of
them, full power and authority to 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 or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
-17-
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, 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/ J. Bruce Robinson President, Chief Executive July 26, 2000
---------------------------------------- Officer, and Director
(J. Bruce Robinson) (Principal Executive Officer)
/s/ Michael J. Auth Vice President, Finance, July 20, 2000
---------------------------------------- Treasurer and Chief Financial
(Michael J. Auth) Officer
(Principal Financial and
Accounting Officer)
/s/ Gary K. Willis Chairman of the Board July 24, 2000
----------------------------------------
(Gary K. Willis)
/s/ John Berg Director July 31, 2000
----------------------------------------
(John Berg)
/s/ Paul F. Forman Director July 27, 2000
----------------------------------------
(Paul F. Forman)
/s/ Seymour E. Liebman Director August 2, 2000
----------------------------------------
(Seymour E. Liebman)
/s/ Robert G. McKelvey Director July 24, 2000
----------------------------------------
(Robert G. McKelvey)
/s/ Patrick Tan Director July 24, 2000
----------------------------------------
(Patrick Tan)
/s/ Robert B. Taylor Director July 24, 2000
----------------------------------------
(Robert B. Taylor)
/s/ Carl A. Zanoni Director July 24, 2000
----------------------------------------
(Carl A. Zanoni)
</TABLE>
-18-
