0001140361-13-010120.txt : 20130301 0001140361-13-010120.hdr.sgml : 20130301 20130301173505 ACCESSION NUMBER: 0001140361-13-010120 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130227 FILED AS OF DATE: 20130301 DATE AS OF CHANGE: 20130301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kaufman Michael A CENTRAL INDEX KEY: 0001426157 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-12944 FILM NUMBER: 13659198 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZYGO CORP CENTRAL INDEX KEY: 0000730716 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 060864500 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: LAUREL BROOK RD CITY: MIDDLEFIELD STATE: CT ZIP: 06455 BUSINESS PHONE: 8603478506 MAIL ADDRESS: STREET 1: LAUREL BROOK ROAD CITY: MIDDLEFIELD STATE: CT ZIP: 06455 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUSSMAN S DONALD CENTRAL INDEX KEY: 0001044734 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-12944 FILM NUMBER: 13659199 MAIL ADDRESS: STREET 1: 6100 RED HOOK QUARTER, 18B STREET 2: SUITES C, 1-6 CITY: ST. THOMAS STATE: VI ZIP: 00802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAK CAPITAL ONE LLC CENTRAL INDEX KEY: 0001385702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-12944 FILM NUMBER: 13659202 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-486-3211 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: MAK Capital DATE OF NAME CHANGE: 20070109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAK Capital Fund LP CENTRAL INDEX KEY: 0001426156 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-12944 FILM NUMBER: 13659201 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-486-3211 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAK-ro Capital Master Fund LP CENTRAL INDEX KEY: 0001480092 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-12944 FILM NUMBER: 13659200 BUSINESS ADDRESS: STREET 1: C/O DUNDEE LEEDS MANAGEMENT SERVICES LTD STREET 2: 129 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM12 BUSINESS PHONE: 212-486-3211 MAIL ADDRESS: STREET 1: C/O DUNDEE LEEDS MANAGEMENT SERVICES LTD STREET 2: 129 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM12 4 1 doc1.xml FORM 4 X0306 4 2013-02-27 0 0000730716 ZYGO CORP ZIGO 0001385702 MAK CAPITAL ONE LLC 590 MADISON AVENUE, 9TH FLOOR NEW YORK NY 10022 0 0 1 0 0001426156 MAK Capital Fund LP 590 MADISON AVENUE, 9TH FLOOR NEW YORK NY 10022 0 0 1 0 0001480092 MAK-ro Capital Master Fund LP C/O DUNDEE LEEDS MANAGEMENT SERVICES LTD 129 FRONT STREET HAMILTON D0 HM12 BERMUDA 0 0 1 0 0001044734 SUSSMAN S DONALD 217 COMMERCIAL STREET 5TH FLOOR PORTLAND ME 04101 0 0 1 0 0001426157 Kaufman Michael A 590 MADISON AVENUE 9TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2013-02-27 4 P 0 250000 14.60 A 433890 D Reflects the transactions of securities owned directly by MAK-ro Capital Master Fund LP (the "MAK-ro Fund"). MAK Capital Fund LP ("MAK Capital Fund") directly owns 3,073,785 shares of common stock. Paloma International L.P. ("Paloma") through its subsidiary, Sunrise Partners Limited Partnership, directly owns 740,183 shares of common stock. MAK Capital One LLC ("MAK Capital One") acts as the investment manager of MAK Capital Fund, MAK-ro Fund and Paloma with respect to the securities reported herein. Michael A. Kaufman is the managing member of MAK Capital One and the controlling person of MAK Capital Fund and MAK-ro Fund. S. Donald Sussman is the controlling person of Paloma. MAK Capital One and Michael A. Kaufman may be deemed to indirectly beneficially own the shares of common stock held by MAK Capital Fund, MAK-ro Fund and Paloma. Mr. Sussman may be deemed to indirectly beneficially own the shares of common stock held by Paloma. For purposes of this Form 4, MAK Capital One, Mr. Kaufman and Mr. Sussman each disclaims beneficial ownership of the shares of common stock owned by MAK Capital Fund, MAK-ro Fund and Paloma, except to the extent of their pecuniary interest therein. Michael A. Kaufman, Managing Member of MAK CAPITAL ONE LLC 2013-03-01 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
Joint Filer Information
 
Title of Security:
Common Stock
 
Issuer & Ticker Symbol:
ZYGO CORPORATION (ZIGO)
 
Designated Filer:
MAK Capital One LLC
 
Other Joint Filers:
 
MAK Capital Fund LP (the “MAK Capital Fund”);
MAK-ro Capital Master Fund LP (the “Master Fund”);
Michael A. Kaufman;
Paloma International L.P. (“Paloma”); and
S. Donald Sussman
 
Addresses:
 
The address of each of MAK Capital Fund and Mr. Kaufman is 590 Madison Ave, 9th Floor, New York, New York 10022.
 
The address of the Master Fund is c/o Dundee Leeds Management Services Ltd., 129 Front Street, Hamilton, Bermuda HM12.
 
The address of Paloma is Two American Lane, Greenwich, Connecticut 06836.
 
The address of Mr. Sussman is 217 Commercial Street, 5th Floor, Portland, Maine 04101.
 
 
Signatures:
  


Dated:  March 1, 2013
 
MAK CAPITAL FUND LP
By: MAK GP LLC, as General Partner


By: /s/ Michael A. Kaufman
                            Michael A. Kaufman,
                            Managing Member


MAK-ro CAPITAL MASTER FUND LP


By:  /s/ Michael A. Kaufman
              Michael A. Kaufman,
              President


/s/ Michael A. Kaufman
     Michael A. Kaufman



 
 
 

PALOMA INTERNATIONAL L.P.
By: Paloma Partners Management Company, general partner


By: /s/ Michael A. Kaufman
                            Michael A. Kaufman,
                            Managing Member

S. DONALD SUSSMAN


By:          /s/ Michael J. Berner
                     Michael J. Berner,
                    Attorney-in-Fact

 
 
 

POWER OF ATTORNEY
 
The undersigned hereby makes, constitutes and appoints each of Michael J. Berner and Douglas W. Ambrose as the undersigned’s true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.
 
The undersigned also hereby grants to each such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act or the rules promulgated thereunder.
 
This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of May 9, 2006.
 
/s/  S. Donald Sussman
       S. Donald Sussman
 
 
ACKNOWLEDGEMENT IN NEW YORK STATE
 
STATE OF CONNECTICUT, COUNTY OF FAIRFIELD ss.:
 
 
On May 9, 2006, before me, the undersigned personally appeared, S. Donald Sussman, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
  
 
 
/s/  Diane R. Erickson
Diane R. Erickson, Notary Public
(signature and office of individual taking
acknowledgement)