8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)             August 14, 2008      

ZYGO CORPORATION

(Exact Name of Registrant as Specified in its Charter) 

Delaware	0-12944	06-0864500
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

Laurel Brook Road, Middlefield, CT	06455-0448
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:              (860) 347-8506      

Not Applicable 

(Former Name or Former Address, if Changed Since Last Report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 14, 2008, Zygo Corporation announced its fiscal 2008 Quarter 4 and full year results. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits
99.1	Press Release, dated August 14, 2008, issued by Zygo Corporation which announced its fiscal 2008 Quarter 4 and full year results.

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: August 14, 2008	By: /s/ Walter A. Shephard
	Name: Walter A. Shephard
	Title: Vice President Finance, CFO,
	and Treasurer

EXHIBIT INDEX

99.1 Press Release, dated August 14, 2008, issued by Zygo Corporation which announced its fiscal 2008 Quarter 4 and full year results.

EX-99.1

Exhibit 99.1

For Further Information Call:
Walter A. Shephard
Vice President Finance, CFO, and Treasurer
Voice: 860-704-3955
inquire@zygo.com

For Immediate Release

ZYGO ANNOUNCES FISCAL 2008 Q4 AND FULL YEAR RESULTS

MIDDLEFIELD, CT, AUGUST 14, 2008 – Zygo Corporation (NASDAQ: ZIGO) today announced net sales of $48.5 million and net earnings of $1.1 million, or $0.06 per diluted share, for the fourth quarter of fiscal 2008, as compared with net sales of $46.5 million and net earnings of $3.8 million, or $0.20 per diluted share, for the fourth quarter in fiscal 2007. The decline in net earnings is the result of higher operating expenses as the Company increased its RD&E and sales and marketing expense for the semiconductor initiatives. In addition, a greater percentage of the Company’s net sales were made through third party distribution channels, with a correspondingly higher sales and marketing expense. For fiscal 2008, the Company recorded net sales of $159.0 million and net earnings of $1.2 million, or $0.07 per diluted share, as compared with fiscal 2007 net sales of $181.0 million and net earnings of $15.1 million, or $0.81 per diluted share. Fiscal 2008 net sales decreased 12% as compared with fiscal 2007 as a result of decreases in sales in our lithography OEM and display system products.

Orders for the fourth quarter of fiscal 2008 were $40.5 million. Orders from the Company’s Metrology Division accounted for 79% of the orders received, with the Optics Division accounting for the remaining 21%. For the full fiscal year, orders were $159.1 million, with the Metrology Division accounting for 76% of the orders received, and the remaining 24% received by the Optics Division.

Bruce Robinson, ZYGO’s Chairman and CEO, stated, “Fiscal 2008 saw continued strength in our instrument and optical component product lines. It was also a year of extensive investment in technology as we continued to execute the strategic shift from OEM products and optical components to higher revenue in-line production metrology tools and electro-optical assemblies. Despite significant progress in this transition, we were negatively impacted by a reduction in capital spending by our customers in the semiconductor manufacturing and display markets. This contributed to a year-over-year revenue decline of $22.0 million in fiscal 2008, adversely affecting earnings, which was clearly a disappointment. Capital spending in the display sector showed a positive recovery in the latter half of fiscal 2008 and we entered fiscal 2009 with a strong backlog in display.”

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Bruce Robinson continued, “In fiscal 2008 we made several changes. We implemented restructuring programs in the first and fourth quarters as we sized our operations to reflect the changing market conditions. Manufacturing programs aimed at driving down cost and improving productivity continue to be initiated and we are taking additional measures to offset rising costs for raw materials, energy, and transportation.”

Significant events during the fiscal year included:

• Acquisition of the assets of Solvision, Inc., providing 3D and 2D metrology for semiconductor substrates and packages.

• Introduction of multiple-application single sensor metrology tools for wafer measurements at 45 nanometers and below.

• Commencement of a majority-owned joint venture in China in the latter half of fiscal 2008, to develop and assemble products designed for the local market.

• Continued strong growth in the medical sector driven by ophthalmic applications and state-of-the-art dental device design and manufacturing.

• Development of proprietary, high precision metrology which enables the penetration of lithographic optics markets in Asia.

• The repurchase of 1.6 million shares, representing 9% of outstanding shares through a stock buyback program.

Commenting on fiscal 2009 expectations, Mr. Robinson said, “Despite the current slowdown in the world economy, we expect to achieve sales growth in excess of 10% in fiscal 2009, fueled by increased Metrology sales in our Display Solutions and Vision Systems groups.”

Zygo Corporation is a worldwide supplier of optical metrology instruments, precision optics, and electro-optical design and manufacturing services, serving customers in the semiconductor capital equipment and industrial markets.

Note: ZYGO’s teleconference to discuss the results of the fourth quarter of fiscal 2008 and full fiscal year will be held at 6 PM Eastern Time on August 14, 2008 and can be accessed by dialing 800-768-8804. This call is web cast live on ZYGO’s web site at www.zygo.com. The call may also be accessed for 30 days following the teleconference.

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All statements other than statements of historical fact included in this news release regarding our financial position, business strategy, plans, anticipated sales, orders, profits, market acceptance, growth rates, market opportunities, and objectives of management of the Company for future operations are forward-looking statements. Forward-looking statements are intended to provide management’s current expectations or plans for the future operating and financial performance of the Company based upon information currently available and assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plans,” “strategy,” “project,” and other words of similar meaning in connection with a discussion of future operating or financial performance. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors. Among the important factors that could cause actual events to differ materially from those in the forward-looking statements are fluctuations in capital spending of our customers, fluctuations in net sales to our major customer, manufacturing and supplier risks, dependence on timing and market acceptance of new product development, rapid technological and market change, risks in international operations, dependence on proprietary technology and key personnel, length of the sales cycle, environmental regulations , investment portfolio returns, and fluctuations in our stock price. Zygo Corporation undertakes no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date of this news release. Further information on potential factors that could affect Zygo Corporation’s business is described in our reports on file with the Securities and Exchange Commission, including our Form 10-K for the fiscal year ended June 30, 2007.

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     Zygo Corporation and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)

(Thousands, except per share amounts)

	Three Months Ended						Twelve Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
Net sales	$	48,497		$	46,544		$	159,036		$	180,988
Cost of goods sold		26,921			27,330			94,213			103,805
Gross profit		21,576			19,214			64,823			77,183
Selling, general, and administrative expenses		12,401			8,201			38,501			32,876
Research, development, and engineering expenses		6,922			5,399			24,275			22,038
Operating profit		2,253			5,614			2,047			22,269
Other income
Interest income		369			816			2,367			2,990
Miscellaneous expense		(317	)		(187	)		(235	)		(9	)
Total other income		52			629			2,132			2,981
Earnings before income taxes
and minority interest		2,305			6,243			4,179			25,250
Income taxes		(900	)		(2,229	)		(1,542	)		(9,132	)
Minority interest		(352	)		(204	)		(1,398	)		(976	)
Net earnings	$	1,053		$	3,810		$	1,239		$	15,142
Basic - Earnings per share	$	0.06		$	0.21		$	0.07		$	0.83
Diluted - Earnings per share	$	0.06		$	0.20		$	0.07		$	0.81
Weighted average shares outstanding:
Basic		16,730			18,217			17,295			18,156
Diluted		17,131			18,677			17,648			18,601

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Zygo Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)

(Thousands of dollars)	June 30, 2008		June 30, 2007
Assets
Current assets:
Cash and cash equivalents	$	26,421	$	17,826
Marketable securities		17,639		29,453
Receivables, net		31,036		32,476
Inventories		37,542		43,048
Prepaid expenses		2,230		2,240
Income tax receivable		241		-
Deferred income taxes		12,143		15,077
Total current assets		127,252		140,120
Marketable securities		6,963		22,879
Property, plant, and equipment, net		36,371		36,349
Deferred income taxes		8,904		5,700
Intangible assets, net		9,522		6,110
Long term income tax receivable		616		-
Other assets		380		436
Total assets	$	190,008	$	211,594
Liabilities and Stockholders' Equity
Current liabilities:
Payables	$	7,955	$	8,720
Accrued expenses		14,414		22,463
Income taxes payable		-		1,103
Deferred income taxes		32		-
Total current liabilities		22,401		32,286
Other long-term liabilities		844		555
Long term income tax payable		1,973		-
Minority interest		1,844		976
Stockholders' equity		162,946		177,777
Total liabilities and stockholders' equity	$	190,008	$	211,594

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