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) November 4, 2010

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):

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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On November 4, 2010, Zygo Corporation announced its fiscal 2011 first quarter 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 November 4, 2010, issued by Zygo Corporation which announced its fiscal 2011 first quarter 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: November 4, 2010	By:	/s/ Michael M. Vehlies
		Name: Michael M. Vehlies
		Title: Corporate Controller
		(principal financial officer)

EXHIBIT INDEX

99.1 Press Release, dated November 4, 2010, issued by Zygo Corporation which announced its fiscal 2011 first quarter results.

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

ZYGO REPORTS Q1 FISCAL 2011 REVENUES INCREASE 46% OVER LAST YEAR
NET EARNINGS OF $0.16 PER SHARE

MIDDLEFIELD, CT, November 4, 2010 – Zygo Corporation (NASDAQ: ZIGO) today announced its financial results for the first quarter of fiscal 2011, ended September 30, 2010. First quarter fiscal 2011 net revenues of $31.1 million increased 46% from $21.3 million during the same period in the prior year reflecting improved business conditions in the overall economy for our products. The Company recorded net earnings from continuing operations attributable to Zygo for the first quarter of fiscal 2011 of $2.6 million, or $0.15 per diluted share, as compared with a loss from continuing operations attributable to Zygo of $4.0 million, or a $0.23 loss per diluted share, in the first quarter of fiscal 2010, an improvement of $0.38 per diluted share year over year. Net earnings for the first quarter of fiscal 2011 was $2.7 million, or $0.16 per diluted share, as compared with a $5.8 million net loss, or a $0.34 net loss per diluted share, in the first quarter of fiscal 2010.

Commenting on the first quarter results, Dr. Chris Koliopoulos, President and Chief Executive Officer of Zygo Corporation, said, “The revenue growth, combined with stabilizing our operating expense levels, provided the impetus for our earnings growth year over year. With the cost reductions of the previous year in place, Zygo continues to demonstrate stronger gross margins; at 45.6%, the highest quarterly gross margin in over nine years. During the quarter, we were pleased to restore employee compensation from reductions that had been in effect since January 2009. Through the sacrifices our employees made to preserve the Company’s strengths during the downturn, we believe we have weathered the storm and are stronger for it. At this point, we have increased our cash and short-term marketable securities to nearly $50.0 million and our balance sheet remains strong.”

Bookings of $34.0 million for the first quarter of fiscal 2011 increased 15% from the prior quarter, aided by significant orders in both of our operating divisions. Bookings for the Metrology Solutions Division accounted for 68% of the bookings received, with the Optical Systems Division contributing the remaining 32%. Backlog rose to $47.8 million at September 30, 2010.

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Booking highlights include:

• A multi-million dollar continuation contract for Advanced Helmet Mounted Displays.

• Multi-million dollar metrology bookings for large aperture laser interferometer systems from leading Chinese optical research and manufacturing organizations.

• Increased semiconductor lithography stage metrology bookings.

Dr. Koliopoulos commented, “The positive trend in bookings from quarter to quarter continues to show strength in our core markets. Our bookings are also up 50% over the prior year quarter. The bookings for large aperture laser interferometer systems demonstrates that our China presence is building on successes and positioning the Company for further growth from this region. All in all, a good start to the fiscal year. Zygo is a stronger company today, building on its core base and continuing to improve on its execution.”

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, biomedical, scientific and industrial markets.

Note: Zygo’s teleconference to discuss the results of the first quarter of fiscal 2011 will be held at 5 PM Eastern Time on November 4, 2010 and can be accessed by dialing 800-753-0594. 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.

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

(Thousands, except per share amounts)

	Three Months Ended September 30,
	2010			2009
Revenues	$	31,119		$	21,325
Cost of goods sold		16,916			14,151
Gross margin		14,203			7,174
Selling, general, and administrative expenses		7,211			6,776
Research, development, and engineering expenses		3,365			3,647
Operating expenses		10,576			10,423
Operating profit (loss)		3,627			(3,249	)
Other income
Interest income		3			51
Miscellaneous income		178			60
Total other income		181			111
Earnings (loss) from continuing operations before income tax, including noncontrolling interest		3,808			(3,138	)
Income tax expense		(643	)		(682	)
Net earnings (loss) from continuing operations		3,165			(3,820	)
Gain (loss) from discontinued operations, net of tax		91			(1,835	)
Net earnings (loss) including noncontrolling interest		3,256			(5,655	)
Less: Net earnings attributable to noncontrolling interest		528			132
Net earnings (loss) attributable to Zygo Corporation	$	2,728		$	(5,787	)
Basic - Earnings (loss) per share attributable to Zygo Corporation
Continuing operations	$	0.15		$	(0.23	)
Discontinued operations		0.01			(0.11	)
Net earnings (loss) per share	$	0.16		$	(0.34	)
Diluted - Earnings (loss) per share attributable to Zygo Corporation
Continuing operations	$	0.15		$	(0.23	)
Discontinued operations		0.01			(0.11	)
Net earnings (loss) per share	$	0.16		$	(0.34	)
Weighted average shares outstanding
Basic shares		17,512			16,943
Diluted shares		17,772			16,943
Net earnings (loss) from continuing operations attributable to Zygo Corporation	$	2,637		$	(3,952	)

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Zygo Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)

(Thousands)
	September 30, 2010		June 30, 2010
Assets
Current assets:
Cash and cash equivalents	$	48,725	$	46,536
Marketable securities		999		1,000
Receivables, net		23,357		19,948
Inventories		25,062		25,220
Prepaid expenses and other		1,656		1,643
Income tax receivable		—		1,050
Current assets of discontinued operations		17		17
Total current assets		99,816		95,414
Marketable securities		1,018		922
Property, plant, and equipment, net		22,173		23,029
Intangible assets, net		5,334		5,387
Other assets		415		413
Total assets	$	128,756	$	125,165
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	7,829	$	8,426
Accrued expenses		13,841		14,064
Income tax payable		313		152
Current liabilities of discontinued operations		223		287
Total current liabilities		22,206		22,929
Other long-term liabilities		1,369		1,359
Non-current liabilities of discontinued operations		198		281
Commitments and contingencies		—		—
Total stockholders’ equity - Zygo Corporation		102,881		98,403
Noncontrolling interest		2,102		2,193
Total stockholders’ equity		104,983		100,596
Total liabilities and stockholders’ equity	$	128,756	$	125,165

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