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) April 28, 2005

	ZYGO CORPORATION               (Exact Name of Registrant as Specified in its Charter)
Delaware	0-12944	06-0964500
(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:

            Written communications pursuant to Rule 425 under the Securities Act

            Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 28, 2005, Zygo Corporation announced its financial results for the third quarter ended March 31, 2005. 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.

(c) Exhibits

      99.1       Zygo Corporation Earnings Press Release, dated April 28, 2005.

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: April 28, 2005	By:	/s/ J. Bruce Robinson
		Name:	J. Bruce Robinson
		Title:	Chairman, President and Chief Executive Officer

EXHIBIT INDEX

99.1       Press Release, dated April 28, 2005, issued by Zygo Corporation announcing its financial results for the third quarter ended March 31, 2005.

EX-99

Exhibit 99.1

Walter Shephard
Vice President, Finance, Chief Financial Officer, and Treasurer
Voice: 860-704-3955
inquire@zygo.com

For Immediate Release

ZYGO FISCAL 2005 Q3 EARNINGS AND SALES INCREASE OVER PRIOR YEAR
— BACKLOG CONTINUES GROWTH TO $68.9 MILLION —

MIDDLEFIELD, CT, APRIL 28, 2005 – Zygo Corporation (NASDAQ: ZIGO), a worldwide leader in optical metrology instruments, precision optics, and electro-optical design and manufacturing services serving the semiconductor and industrial markets, today announced earnings from continuing operations for the third quarter of fiscal 2005 of $2.4 million, or $0.13 per diluted share, as compared with earnings from continuing operations of $1.0 million, or $0.05 per diluted share, for the same period in fiscal 2004.

For the first nine months of fiscal 2005, the Company recorded earnings from continuing operations of $6.2 million, or $0.35 per diluted share, compared with earnings from continuing operations of $1.2 million, or $0.07 per diluted share for the first nine months of fiscal 2004.

Net sales for the third quarter of fiscal 2005 increased 19% to $33.7 million as compared with the prior year third quarter. Net sales for the nine months of fiscal 2005 increased 21% to $97.3 million as compared with the nine months of fiscal 2004. Backlog at March 31, 2005 totaled $68.9 million, an increase of $4.0 million, or 6%, from December 31, 2004 and increased $19.9 million, or 41%, from March 26, 2004.

Orders for the third quarter of fiscal 2005 increased 19% to $37.7 million as compared with the third quarter of fiscal 2004. Orders from the Company’s semiconductor segment accounted for 63% of the orders received, with the industrial segment accounting for 37% of the orders.

“We are pleased with our results for the third fiscal quarter,” said Bruce Robinson, ZYGO Chairman and Chief Executive. “We experienced strong order demand from our semiconductor customers. The key drivers for this demand were the flat panel and lithography markets as well as the ongoing development services agreement.”

“We are also pleased with our gross profit for the quarter,” Mr. Robinson stated. “Our increased revenues and margins over last year are translating into double-digit operating profit margins for both the quarter and year to date.”

Including a loss from discontinued operations, the Company recorded net earnings of $2.3 million, or $0.13 per diluted share, for the third quarter of fiscal 2005 as compared with net earnings of $0.3 million, or $0.02 per diluted share, for the third quarter of fiscal 2004. The Company does not expect any further costs associated with the discontinued operations subsequent to this fiscal quarter. For the first nine months of fiscal 2005, the Company recorded net earnings of $5.9 million, or $0.33 per diluted share, which included a loss from discontinued operations of $0.3 million, or $0.02 per diluted share. This compares with a net loss of $1.5 million, or $0.08 per diluted share, for the first nine months of fiscal 2004, which included a loss from discontinued operations of $2.7 million, or $0.15 per diluted share.

Highlights for the third quarter of fiscal 2005 included:

• The signing of a $16 million amendment to the development agreement with one of the Company’s major customers to develop prototype production tools and accessories.

• The production of color filter substrates in the LCD flat panel fabs continues to utilize our metrology resulting in orders totaling $2.7 million in the quarter. We have received our first inquiries in connection with the Thin Film Transistor (TFT) process, potentially widening our ability to support applications in the flat panel market.

• Follow-on orders for the production of the Company’s laser surgery optical assembly totaling $2.1 million. The Company has now shipped over 125 of these systems to our customer.

• The Company opened an office in Korea to provide closer customer contact, thereby enhancing our potential flat panel and semiconductor opportunities.

Note: ZYGO’s teleconference to discuss the results of the third quarter of fiscal 2005 will be held at 6 PM Eastern Standard Time on April 28, 2005 and can be accessed by dialing 800-731-1024. 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.

Zygo Corporation (NASDAQ: ZIGO), headquartered in Middlefield, Connecticut, 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. See ZYGO’s web site at www.zygo.com for additional information.

All statements other than statements of historical fact included in this news release regarding our financial position, business strategy, plans, anticipated growth rates, 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 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, and changes in expected costs of discontinued operations. 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, 2004.

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

(Thousands, except per share amounts)

	Three Months Ended						Nine Months Ended
	March 31, 2005			March 26 2004			March 31, 2005			March 26 2004
Net sales
Products	$	28,245		$	23,425		$	87,657		$	66,996
Development services		5,442			5,008			9,615			13,338
		33,687			28,433			97,272			80,334
Cost of goods sold
Products		16,812			14,878			53,005			42,050
Development services		3,745			4,153			6,766			10,718
		20,557			19,031			59,771			52,768
Gross profit		13,130			9,402			37,501			27,566
Selling, general, and administrative expenses		5,498			5,358			16,880			16,802
Research, development, and engineering expenses		3,809			2,725			10,689			9,344
Operating profit		3,823			1,319			9,932			1,420
Other income:
Interest income		189			219			543			638
Miscellaneous income(expense), net		(133	)		138			81			213
Total other income		56			357			624			851
Earnings from continuing operations
before income taxes and minority interest		3,879			1,676			10,556			2,271
Income tax expense		(1,217	)		(637	)		(3,621	)		(863	)
Minority interest		(287	)		(71	)		(684	)		(175	)
Earnings from continuing operations		2,375			968			6,251			1,233
Discontinued TeraOptix operations, net of tax		(100	)		(340	)		(210	)		(1,221	)
Charges and adjustments on the disposal of
TeraOptix, net of tax		11			(327	)		(107	)		(1,520	)
Loss from discontinued operations		(89	)		(667	)		(317	)		(2,741	)
Net earnings (loss)	$	2,286		$	301		$	5,934		$	(1,508	)
Basic - Earnings (loss) per share:
Continuing operations	$	0.13		$	0.05		$	0.35		$	0.07
Discontinued operations	$	(0.00	)	$	(0.03	)	$	(0.02	)	$	(0.15	)
Net earnings (loss)	$	0.13		$	0.02		$	0.33		$	(0.08	)
Diluted - Earnings (loss) per share:
Continuing operations	$	0.13		$	0.05		$	0.35		$	0.07
Discontinued operations	$	(0.00	)	$	(0.03	)	$	(0.02	)	$	(0.15	)
Net earnings (loss)	$	0.13		$	0.02		$	0.33		$	(0.08	)
Weighted average shares outstanding:
Basic shares		17,974			17,858			17,942			17,775
Diluted shares		18,226			18,422			18,140			18,248

Zygo Corporation and Subsidiaries
Condensed Consolidated Balance Sheets(Unaudited)

(Thousands of dollars)		March 31, 2005		June 30, 2004
Assets
Current assets:
Cash and cash equivalents	$	16,793	$	17,462
Marketable securities		9,694		8,428
Receivables, net		28,162		26,338
Inventories		33,730		21,547
Prepaid expenses		2,142		1,915
Deferred income taxes		3,783		3,999
Assets from discontinued unit held for sale		—		2,012
Total current assets		94,304		81,701
Marketable securities		7,605		8,503
Property, plant, and equipment, net		30,850		27,433
Deferred income taxes		29,712		31,738
Intangible assets, net		5,425		4,999
Other assets		981		1,078
Total assets	$	168,877	$	155,452
Liabilities and Stockholders' Equity
Current liabilities:
Payables	$	11,733	$	10,384
Accrued expenses		14,888		10,798
Income taxes payable		3,435		2,038
Total current liabilities		30,056		23,220
Other long-term liabilities		151		350
Minority interest		1,796		1,238
Stockholders' equity		136,874		130,644
Total liabilities and stockholders' equity	$	168,877	$	155,452