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): October 27, 2010

ZYGO CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 0-12944
(Commission File Number) 06-0864500
(IRS Employer
Identification No.)

Laurel Brook Road Middlefield, Connecticut
(Address of principal executive offices) 06455-0448
(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):

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On October 27, 2010, Zygo Corporation (“Zygo”), Zygo Richmond Corporation, a wholly-owned subsidiary of Zygo (“Zygo Richmond”), and ASML US, Inc. (“ASML US”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement), providing for Zygo Richmond’s acquisition of substantially all of the assets of the Richmond, California operations of ASML US (the “Acquired Assets”), including real estate, manufacturing equipment and intellectual property used in ASML US’s Richmond, California operations. The Asset Purchase Agreement provides for the purchase price of the Acquired Assets to be their net book value, which Zygo currently estimates to be approximately $7 million to $10 million, including work-in-process inventory.

The closing of the acquisition, which is expected to occur in mid-November 2010, is subject to certain closing conditions.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith and the following list is intended to constitute the exhibit index:

Exhibit Number Exhibit Title

99.1 Press release, dated October 27, 2010, announcing execution of the Asset Purchase Agreement.

SIGNATURE

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: November 2, 2010

By: /s/ John A. Tomich                                               

Name: John A. Tomich

Title: Vice President & General Counsel

EXHIBIT INDEX

Exhibit Number Exhibit Title

99.1 Press release, dated October 27, 2010, announcing execution of the Asset Purchase Agreement.

EX-99.1

Exhibit 99.1

News Release

For Further Information Call:

Dr. Chris L. Koliopoulos

President and CEO

Voice: 860-347-8506

inquire@zygo.com

For Immediate Release

ZYGO ENTERS INTO AGREEMENT TO ACQUIRE ASSETS OF ASML US

RICHMOND OPTICS FACILITY

MIDDLEFIELD, CT, October 27, 2010 – Zygo Corporation (NASDAQ: ZIGO), a leading provider of high precision optical components and optical metrology instruments, announced today that it has entered into an agreement with ASML US, Inc. to purchase substantially all the assets of ASML’s Richmond, California facility. With this acquisition, Zygo will considerably expand its optical manufacturing capabilities, with the addition of high precision optical machining and polishing equipment, aspheric lens manufacturing and diamond turning assets. Zygo expects to hire key management and employees of ASML Optics Richmond and will operate the business in a 60,000 square-foot facility in Richmond, California. Coupled with Zygo’s existing leadership position in metrology, large flat optics production and electro-optical design and manufacturing, the Richmond operation will provide highly synergistic capabilities that can immediately address new applications in semiconductor, defense and the life-sciences markets. The purchase price being paid by Zygo is the net book value of the acquired assets, expected to be between $7-$10 million, including current work-in-process inventory. The acquisition, which is subject to certain closing conditions, is expected to close by mid-November 2010.

“The Richmond facility has a long history of producing many of the world’s most advanced optical components and represents a strategic technology investment for Zygo,” commented John Stack, President of Zygo’s Optical Systems Division. “This acquisition adds to our existing advanced optical fabrication capabilities, and provides synergies with our Electro-Optics and Optical Metrology Accessories groups which should quickly enable Zygo to further meet the needs of the world’s most demanding optical applications.”

Dr. Chris Koliopoulos, President and CEO of Zygo Corporation, commented, “This acquisition will further solidify Zygo Corporation as a world leader in extreme precision optical fabrication, where advanced manufacturing methods are combined with state-of-the-art preeminent optical metrology and surface testing. Over the past decades, the Richmond group has earned the highest respect in the optics industry, deservedly so. We look forward to this new addition to the Zygo family.”

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, bio-medical, scientific and industrial markets.

Forward-Looking Statements

All statements other than statements of historical fact included in this news release regarding financial performance, condition and operations, and the business strategy, plans, anticipated revenues, bookings, 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 revenues to our major customer; manufacturing and supplier risks; risks of order cancellations, push-outs and de-bookings; dependence on timing and market acceptance of new product development; rapid technological and market change; risks in international operations; risks related to the reorganization of our business; dependence on proprietary technology and key personnel; length of the revenues cycle; environmental regulations; investment portfolio returns; fluctuations in our stock price; the risk that anticipated growth opportunities may be smaller than anticipated or may not be realized; risks related to the acquisition of Zemetrics and of the assets of ASML’s Richmond California facility, if consummated, and integration of the business and employees; and the risk related to the Company’s recent and announced changes to senior management. 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, 2010, filed with the Securities and Exchange Commission on September 13, 2010.

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