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 24, 2008     

          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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 24, 2008, Zygo Corporation announced its third quarter fiscal 2008 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 April 24, 2008, issued by Zygo Corporation which announced its third quarter fiscal 2008 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: April 25, 2008	By:	/s/ Walter A. Shephard
		Name: Walter A. Shephard
		Title: Vice President Finance, CFO,
		and Treasurer

EXHIBIT INDEX

99.1    Press Release, dated April 24, 2008, issued by Zygo Corporation which announced its third quarter fiscal 2008 results.

EX-99.1

Exhibit 99.1

For Further Information Call:
Walter A. Shephard
Vice President Finance, CFO, and Treasurer
Voice: 860-704-3955
inquire@zygo.com

For Immediate Release

ZYGO ANNOUNCES THIRD QUARTER FISCAL 2008 RESULTS

MIDDLEFIELD, CT, APRIL 24, 2008 – Zygo Corporation (NASDAQ: ZIGO) today announced net sales of $38.5 million and break-even net earnings for the third quarter of fiscal 2008 as compared with net sales of $48.7 million and net earnings of $4.0 million, or $0.21 per diluted share, for the third quarter of fiscal 2007. Third quarter earnings were reduced by approximately $0.03 per diluted share as a result of operational costs incurred from the Company’s acquisition of certain assets of Solvision, Inc. in February 2008. For the first nine months of fiscal 2008, the Company recorded net sales of $110.5 million and net earnings of $0.2 million, or $0.01 per diluted share, as compared with net sales of $134.4 million and net earnings of $11.3 million, or $0.61 per diluted share, for the first nine months of fiscal 2007.

The Company’s net earnings for the third quarter do not reflect adjustments relating to the purchase accounting valuation of its Solvision, Inc. acquisition, which occurred during the quarter. This valuation may result in the recovery of a portion or all of the note receivable extended by the Company to Solvision in the prior quarter, which was previously reserved. The Company expects to complete the valuation process by the end of its current fiscal year.

Orders for the third quarter of fiscal 2008 were $39.1 million, a decrease of $3.8 million, or 9%, from the second quarter of the fiscal year. Orders received by the Company’s Metrology Division accounted for 84% of the orders received, with the Optics Division accounting for the remaining 16%. Orders received for display products continued at a strong pace. There was a decline in orders received by the Optics Division as well as in certain OEM stage metrology components in the Metrology Division as compared with the prior quarter.

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Bruce Robinson, ZYGO’s Chairman and CEO, commented, “Continued softness in semiconductor capital spending adversely affected both our Metrology and Optics Divisions. The exception continues to be the display orders with bookings of $6.6 million in the quarter. Based on positive customer feedback related to the capability of our latest semiconductor production tool, the Company committed additional resources to its in-line semiconductor initiative. The transition from an OEM to an in-line tool supplier to the semiconductor industry has taken longer than originally anticipated. The recent acceptance of the tool by two customers and a follow-on order early in the launch cycle has been encouraging.”

Mr. Robinson further stated, “In the third quarter we acquired certain assets of Solvision, Inc., a supplier of inspection systems to the semiconductor packaging market. This technology is complementary to ZYGO’s traditional metrology and strengthens our ability to service the customer across its total production facility. We believe this technology to be superior to other available options and, as we transition customers to ZYGO, growth in orders will follow. The technology is supported by an excellent cadre of employees that have a strong desire to win.”

Highlights for the quarter included:

• Strengthening our presence in the semiconductor back-end inspection market by acquiring certain assets of Solvision, Inc.
• Receiving $6.6 million of display orders for use in several display fabs producing G7.5 and G8 products.
• Acceptance of our new in-line semiconductor tool and a follow-on order.
• Continuation of the stock repurchase program that began in the first quarter of the Company’s fiscal year. As of March 31, 2008, we have repurchased 1.6 million shares.

Bruce Robinson closed by stating, “As a result of the recent economic downturn, including a reduction in worldwide stepper sales, we have lowered our orders and sales expectations for the foreseeable future. Based on the most recent activity, we are estimating that net sales for fiscal year 2008 will be in the range of $152.0 - $157.0 million.”

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 and industrial markets.

Note: ZYGO’s teleconference to discuss the results of the third quarter of fiscal 2008 will be held at 6 PM Eastern Time on April 24, 2008 and can be accessed by dialing 800-772-0453. 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.

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All statements other than statements of historical fact included in this news release regarding our financial position, business strategy, plans, anticipated sales, orders, 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 net sales to our major customer, manufacturing and supplier risks, dependence on timing and market acceptance of 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, investment portfolio returns, and fluctuations in our stock price. 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, 2007.

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

(Thousands, except per share amounts)
	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2008			2007			2008			2007
Net sales	$	38,456		$	48,655		$	110,539		$	134,444
Cost of goods sold	22,907			28,244			67,292			76,475
Gross profit	15,549			20,411			43,247			57,969
Selling, general, and administrative expenses	9,328			8,493			24,577			24,753
Research, development, and engineering expenses	6,248			6,054			17,353			16,639
Provision for doubtful accounts and notes	(37		)	(76		)	1,523			(78		)
Operating profit (loss)	10			5,940			(206		)	16,655
Other income
Interest income	517			746			1,998			2,174
Miscellaneous income (expense), net	(394		)	148			82			178
Total other income	123			894			2,080			2,352
Earnings before income taxes
and minority interest	133			6,834			1,874			19,007
Income taxes	(15		)	(2,643		)	(642		)	(6,903		)
Minority interest	(167		)	(225		)	(1,046		)	(772		)
Net earnings (loss)	$	(49	)	$	3,966		$	186		$	11,332
Basic - Earnings (loss) per share	$	(0.00	)	$	0.22		$	0.01		$	0.62
Diluted - Earnings (loss) per share	$	(0.00	)	$	0.21		$	0.01		$	0.61
Weighted average shares outstanding:
Basic	16,751			18,163			17,482			18,135
Diluted	17,080			18,654			17,819			18,564

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Zygo Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)

(Thousands of dollars)	March 31, 2008		June 30, 2007
Assets
Current assets:
Cash and cash equivalents	$	22,459	$	17,826
Marketable securities	16,826		29,453
Receivables, net	29,050		32,476
Inventories	41,664		43,048
Prepaid expenses and other	2,403		2,240
Deferred income taxes	11,951		15,077
Total current assets	124,353		140,120
Marketable securities	9,350		22,879
Property, plant, and equipment, net	37,152		36,349
Deferred income taxes	9,514		5,700
Intangible assets, net	8,505		6,110
Other assets	995		436
Total assets	$	189,869	$	211,594
Liabilities and Stockholders' Equity
Current liabilities:
Payables	$	7,534	$	8,720
Accrued expenses	17,441		22,463
Income taxes payable	-		1,103
Total current liabilities	24,975		32,286
Other long-term liabilities	2,509		555
Minority interest	1,492		976
Stockholders' equity	160,893		177,777
Total liabilities and stockholders' equity	$	189,869	$	211,594

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