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 13, 2013
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 1.01 Entry into a Material Definitive Agreement.
On November 13, 2013, Zygo Corporation (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Gary K. Willis, effective November 11, 2013. Pursuant to the Employment Agreement, Mr. Willis is employed as interim Chief Executive Officer (“CEO”) of the Company. The Employment Agreement has a term that began on November 11, 2013, and will, unless sooner terminated, continue until the date a permanent CEO commences employment with the Company. Mr. Willis or the Company may terminate the Employment Agreement at any time for any or no reason. Mr. Willis will be paid at the rate of $215.00 per hour, provided that the amount payable for any week will not be less than $860.00 nor more than $8,600.00, regardless of the number of hours worked during that week. The Employment Agreement also provides for an equity award consisting of a restricted stock unit award issued under the Company’s 2012 Equity Incentive Plan (the “2012 Plan”) covering 10,000 shares of the Company’s common stock, which will vest in full on the earliest of (a) the date the Company hires a new permanent CEO and (b) November 11, 2014, and will otherwise be in accordance with the terms of the 2012 Plan. The terms and conditions of the restricted stock unit award will be subject to the terms of the 2012 Plan and to a separate award agreement, generally consistent with those provided under the 2012 Plan. Mr. Willis will continue to serve as a member of the Board of Directors of the Company, but will not receive compensation for his service as a director, so long as he is employed by the Company.
Mr. Willis will be entitled to participate in any group health, retirement savings or other employee benefit plan of the Company, applicable generally to senior executive officers of the Company, provided, however, that Mr. Willis will not be entitled to any paid vacation.
The foregoing description of the Employment Agreement is qualified in its entirety by reference to a copy of the Employment Agreement included as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
5.02 (e) The description of the Company’s compensatory arrangements contained in the Employment Agreement with Mr. Willis, set forth in Item 1.01 above, is incorporated herein by reference. In addition, as noted in Item 1.01, on November 11, 2013, in accordance with the Employment Agreement, Mr. Willis received a restricted stock unit award issued under the Company’s 2012 Equity Incentive Plan (the “2012 Plan”) covering 10,000 shares of the Company’s common stock, which will vest in full on the earliest of (a) the date the Company hires a new permanent CEO and (b) November 11, 2014, and will otherwise be in accordance with the terms of the 2012 Plan and the referenced separate award agreement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Employment Agreement between Zygo Corporation and Gary K. Willis. |
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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 15, 2013 | By: | /s/ John P. Jordan |
|
Name: John P. Jordan Title: Vice President, Chief Financial Officer & Treasurer
|
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EXHIBIT INDEX
| 10.1 | Employment Agreement between Zygo Corporation and Gary K. Willis. |
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Exhibit 10.1
Re: Interim Chief Executive Officer
Dear Gary:
This letter sets forth the terms and conditions of our agreement with respect to your serving as interim Chief Executive Officer ("CEO") of Zygo Corporation (the "Company"). Assuming the terms of this letter comport with your understanding of our agreement, please sign your name in the space provided below and return the signed agreement to me. We are very pleased that you have agreed to accept this new position and we look forward to working with you in that capacity.
The term of your service as interim CEO began effective as of November 11, 20 I 3 and, unless sooner terminated, will continue until the date a permanent CEO commences employment with the Company. Either you or the Company may terminate this agreement at any time for any reason or for no reason.
Your duties and authority as interim Chief Executive Officer will be prescribed by the Board of Directors of the Company (the “Board”) and will be commensurate with those of a chief executive officer of a public company of comparable size and with a similar business as the Company. As interim CEO, you will report directly to the Board and you will devote such time as is necessary in order to meet the demands of your position as determined by the Board. While you are serving as interim CEO, you will not engage in other activities (business or otherwise) that would conflict with the interests of the Company or your ability to perform the duties of your position.
During the period of your service under this agreement, you will continue to serve as a member of the Board (to the extent so elected by the Company’s stockholders). However, it is understood and agreed that due to "independence" requirements, as set forth in SEC and Nasdaq rules and regulations, it is not expected that you will serve on any committees of the Board. You will be treated in the same manner as employee-directors and, as such, you will not earn compensation for your Board service while you are serving as interim CEO. Notwithstanding the foregoing, your service as interim CEO and your continuing Board service will be taken into account for purposes of any outstanding equity-based compensation award received by you in connection with your services as a non-employee director. Upon the expiration of your service as interim CEO, you will remain on the Board (to the extent so elected by the Company's stockholders) as a non-employee director, and your subsequent service as a non-employee director will be taken into account for purposes of determining your credited service with respect to any equity compensation award you may receive in your capacity as interim CEO.
As compensation for your services as interim CEO, you will be paid at the rate of $215.00 per hour, provided that the amount payable to you for any week will not be less than $860.00 nor more than $8,600.00, regardless of the number of hours you work during that week. After the completion of each week of employment, you will submit to the Company a written notice specifying the number of hours worked by you during such week; provided, that your failure to submit such a written notice on a timely basis shall not relieve the Company of its obligation to pay you for the hours actually worked, as and when you submit the actual written notice. Your cash compensation will be payable on a bi-weekly basis, in accordance with the Company's normal payroll payment policies. In addition, you will receive a restricted stock unit award issued under the Company's 2012 Equity Incentive Plan (the "2012 Plan") covering 10,000 shares of the Company's common stock, which will vest in full on the earliest of (a) the date the Company hires a new permanent chief executive officer and (b) November 11,2014, and will otherwise be in accordance with the terms of the 2012 Plan. The terms and conditions of your restricted stock
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unit award will be subject to the terms of a separate award agreement and the Company's 2012 Equity Incentive Plan.
The Company will reimburse you for all reasonable and necessary expenses incurred by you in connection with your performance of services as interim CEO, in accordance with and subject to applicable Company policies and guidelines. You will be entitled to participate in any group health, retirement savings or other employee benefit plan of the Company, applicable generally to senior executive officers of the Company, provided that you will not be entitled to any paid vacation.
The Company, and its successors and/or assigns will indemnify and defend you to the fullest extent provided by the By-Laws and Certificate of Incorporation of the Company with respect to any claims that may be brought against you arising out of any action taken or not taken in your capacity as interim CEO of the Company (whether in connection with the business of the Company or the business of any direct or indirect subsidiary or affiliate of the Company).
In connection with your service as interim CEO, you have executed and delivered to the Company the Company's standard form of Proprietary Information and Assignment Agreement.
This agreement constitutes the entire agreement between the Company and you with respect to the subject matter hereof. To the extent practical and consistent with our mutual intentions, in the event that any provision of this agreement is held to be unenforceable, such holding shall not affect the enforceability of the other provisions of this agreement. This agreement may not be amended other than pursuant to a written instrument signed by you and the Company. This agreement may be signed in counterparts and the counterparts taken together will constitute one agreement. This agreement will be governed by and construed in accordance with the laws of the State of Connecticut.
Accepted and Agreed |
Very truly yours, |
/s/ Gary K Willis |
/s/ Samuel Fuller |
Gary Willis |
11/13/2013 |
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