0000902664-13-002636.txt : 20130715 0000902664-13-002636.hdr.sgml : 20130715 20130715172845 ACCESSION NUMBER: 0000902664-13-002636 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130715 DATE AS OF CHANGE: 20130715 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZYGO CORP CENTRAL INDEX KEY: 0000730716 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 060864500 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36073 FILM NUMBER: 13968969 BUSINESS ADDRESS: STREET 1: LAUREL BROOK RD CITY: MIDDLEFIELD STATE: CT ZIP: 06455 BUSINESS PHONE: 8603478506 MAIL ADDRESS: STREET 1: LAUREL BROOK ROAD CITY: MIDDLEFIELD STATE: CT ZIP: 06455 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAK CAPITAL ONE LLC CENTRAL INDEX KEY: 0001385702 IRS NUMBER: 731650481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-486-3211 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: MAK Capital DATE OF NAME CHANGE: 20070109 SC 13D/A 1 p13-1480sc13da.htm P13-1480SC13DA ZYGO CORPORATION
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)
 

Zygo Corporation

(Name of Issuer)
 

Common Stock, par value $0.10 per share

(Title of Class of Securities)
 

989855101

(CUSIP Number)
 
 

David E. Rosewater

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

July 15, 2013

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [X]

 

(Page 1 of 12 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
CUSIP No. 989855101SCHEDLE 13D/APage 2 of 12 Pages

 

1

NAME OF REPORTING PERSON

MAK Capital One LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

4,370,060 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

4,370,060 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,370,060 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

23.6%

14

TYPE OF REPORTING PERSON

OO

         

 

 

 
CUSIP No. 989855101SCHEDLE 13D/APage 3 of 12 Pages

 

1

NAME OF REPORTING PERSON

Michael A. Kaufman

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

4,370,060 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

4,370,060 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,370,060 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

23.6%

14

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 989855101SCHEDLE 13D/APage 4 of 12 Pages

 

1

NAME OF REPORTING PERSON

MAK Capital Fund LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

3,073,785 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

3,073,785 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,073,785 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

16.6%

14

TYPE OF REPORTING PERSON

PN

         
 
CUSIP No. 989855101SCHEDLE 13D/APage 5 of 12 Pages

 

1

NAME OF REPORTING PERSON

MAK-ro Capital Master Fund LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

556,092 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

556,092 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

556,092 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.0%

14

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 989855101SCHEDLE 13D/APage 6 of 12 Pages

 

1

NAME OF REPORTING PERSON

Paloma International L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

740,183 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

740,183 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

740,183 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.0%

14

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 989855101SCHEDLE 13D/APage 7 of 12 Pages

 

1

NAME OF REPORTING PERSON

S. Donald Sussman

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

740,183 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

740,183 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

740,183 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.0%

14

TYPE OF REPORTING PERSON

IN

         
 
CUSIP No. 989855101SCHEDLE 13D/APage 8 of 12 Pages

This Amendment No. 3 ("Amendment No. 3") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on March 8, 2010 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D, filed with the SEC on April 9, 2010 ("Amendment No. 1"), and Amendment No. 2 to the Original Schedule 13D, filed with the SEC on August 27, 2010 ("Amendment No. 2" and together with the Original Schedule 13D, Amendment No. 1 and this Amendment No. 3, the "Schedule 13D"), with respect to the shares of the common stock, par value $0.10 per share (the "Common Stock"), of Zygo Corporation, a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth below in the Schedule 13D. This Amendment No. 3 amends Items 2, 3, 4 and 5 as set forth below.

 

 

Item 2 IDENTITY AND BACKGROUND
   
Paragraphs (a) – (c) of Item 2 are hereby amended and restated in their entirety as follows:
   
  The names of the persons filing this statement on Schedule 13D are: MAK Capital One LLC, a Delaware limited liability company (“MAK Capital”), MAK Capital Fund LP, a Bermuda limited partnership (“MAK Fund”), MAK-ro Capital Master Fund LP, a Cayman Islands limited partnership (“MAK-ro Fund”), Michael A. Kaufman (“Mr. Kaufman”), Paloma International L.P., a Delaware limited partnership ("Paloma"), and S. Donald Sussman (“Mr. Sussman,” and collectively, the "Reporting Persons").
   
  MAK GP LLC, a Delaware limited liability company (“MAK GP”), is the general partner of MAK Fund and MAK-ro Fund. Mr. Kaufman is the controlling person of MAK GP. Paloma Partners Management Company, a Delaware corporation (“PPM”), and Trust Asset Management LLP, a Delaware limited liability partnership (“TAM”), are the general partners of Paloma. Mr. Sussman is the controlling person of TAM. MAK Capital is the investment manager for MAK Fund, MAK-ro Fund and Paloma with respect to the securities reported in this Schedule 13D. Mr. Kaufman is the controlling person of MAK Capital.
   
  The principal business address for MAK Fund and MAK-ro Fund is c/o Dundee Leeds Management Services Ltd., 129 Front Street, Hamilton, HM 12, Bermuda.
   
  The principal business address for each of MAK Capital, MAK GP and Mr. Kaufman is 590 Madison Avenue, 9th Floor, New York, New York 10022.
   
  The principal business address for each of Paloma and PPM is Two American Lane, Greenwich, Connecticut 06836-2571.
   
  The principal business address for each of Mr. Sussman and TAM is 217 Commercial Street, Portland, Maine 04101.
   
  The principal business of each of MAK Fund and Paloma is a private investment fund.
   
  The principal business of each of Mr. Kaufman and Mr. Sussman is providing investment management services.
   
  The principal business of each of MAK Capital, MAK GP and TAM is providing investment management services. The principal business of PPM is providing administrative services.

 

 
CUSIP No. 989855101SCHEDLE 13D/APage 9 of 12 Pages

 

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
Item 3 of this Schedule 13D is hereby amended and restated in its entirety as follows:
   
  The Reporting Persons acquired the shares of Common Stock reported herein at an aggregate cost of $35,741,926.  The funds used to purchase the shares of Common Stock were obtained from the general working capital of MAK Fund, MAK-ro Fund and Paloma, as applicable, which may at any given time include funds borrowed in the ordinary course in their margin accounts.  Such shares of Common Stock are held by the Reporting Persons in commingled margin accounts, which may extend margin credit to the Reporting Persons from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker's call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein.

 

Item 4. PURPOSE OF TRANSACTION
   
Item 4 of this Schedule 13D is hereby amended and restated in its entirety as follows:
   
  The Reporting Persons initially acquired beneficial ownership of the Common Stock of the Issuer for investment purposes because they believed the Issuer's Common Stock represented an attractive investment opportunity.  
   
  The Reporting Persons would like to discuss the strategic direction intended by the board of directors of the Issuer (the "Board").  The Reporting Persons intend to have further discussions with management, the Board, other shareholders of the Issuer and other relevant parties relating to the Issuer's business, operations, strategy, future plans, management, board composition (and may seek representation on the Board), corporate governance and related matters and may seek the support of other shareholders in connection therewith.
   
 
CUSIP No. 989855101SCHEDLE 13D/APage 10 of 12 Pages

 

  Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, actions taken by the Board or the Issuer's management, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock, and/or otherwise changing their intention with respect to any and all matters referred to in subparagraphs (a) – (j) of Item 4 of Schedule 13D.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
Paragraphs (a)-(c) of Item 5 of this Schedule 13D are hereby amended and restated in their entirety as follows:
   
  (a)    The Reporting Persons beneficially own:
   
  The Reporting Persons collectively beneficially own 4,370,060 shares of Common Stock representing 23.6% of the outstanding shares of Common Stock.  The 23.6% ownership calculation was based on the 18,519,813 shares of Common Stock outstanding as of May 1, 2013, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2013, filed with the Securities and Exchange Commission on May 10, 2013.
   
  MAK Fund individually owns 3,073,785 shares of Common Stock representing 16.6% of the outstanding shares of Common Stock.
   
  MAK-ro Fund individually owns 556,092 shares of Common Stock representing 3.0% of the outstanding shares of Common Stock.
   
  Paloma individually owns 740,183 shares of Common Stock representing 4.0% of the outstanding shares of Common Stock.  Paloma holds its shares of Common Stock through its subsidiary, Sunrise Partners Limited Partnership, a Delaware limited partnership.
   
  (b)  MAK Fund, MAK Capital and Mr. Kaufman have shared power to vote or direct the vote of the 3,073,785 shares of Common Stock owned by MAK Fund.
   
  MAK-ro Fund, MAK Capital and Mr. Kaufman have shared power to vote or direct the vote of the 556,092 shares of Common Stock owned by MAK-ro Fund.
   
  Paloma, Mr. Sussman, MAK Capital and Mr. Kaufman have shared power to vote or direct the vote of the 740,183 shares of Common Stock owned by Paloma.
   
  MAK Fund, MAK Capital and Mr. Kaufman have shared power to dispose or direct the disposition of the 3,073,785 shares of Common Stock owned by MAK Fund.
   
  MAK-ro Fund, MAK Capital and Mr. Kaufman have shared power to dispose or direct the disposition of the 556,092 shares of Common Stock owned by MAK-ro Fund.
 
CUSIP No. 989855101SCHEDLE 13D/APage 11 of 12 Pages

 

   
  Paloma, Mr. Sussman, MAK Capital and Mr. Kaufman have shared power to dispose or direct the disposition of the 740,183 shares of Common Stock owned by Paloma.
   
  (c)  No transactions in the Issuer's Common Stock were effected by the Reporting Persons during the past sixty days.
 
CUSIP No. 989855101SCHEDLE 13D/APage 12 of 12 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: July 15, 2013

 

  MAK Capital one llc  
     
  By:     /s/ Michael A. Kaufman  
      Michael A. Kaufman,  
      Managing Member  

 

 

 

mak capital fund lp

By: MAK GP LLC, general partner

 

  
  By:     /s/ Michael A. Kaufman  
      Michael A. Kaufman,  
      Managing Member  

 

     
    /s/ Michael A. Kaufman  
    Michael A. Kaufman  
     

 

 

 

MAK-ro CAPITAL MASTER FUND LP

 

  
  By:     /s/ Michael A. Kaufman  
      Michael A. Kaufman,  
      President  
     
     
         

 

 

paloma international l.p.

By: Paloma Partners Managment Company, general partner

 

  By:     /s/ Douglas W. Ambrose
      Douglas W. Ambrose,
      Executive Vice President
   
     
       

 

 

s. donald sussman

 

  By:     /s/ Douglas W. Ambrose
      Douglas W. Ambrose,
      Attorney-in-Fact