-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HOU2l70xjC209lb8/OLSrSDqhWtPtST4MRrVfVn/LAmaw5yUOvgWQdcxVNCc0FrR vGmVimauySNJIG1/VFEFqQ== 0000930413-09-004735.txt : 20090911 0000930413-09-004735.hdr.sgml : 20090911 20090911092703 ACCESSION NUMBER: 0000930413-09-004735 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090908 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090911 DATE AS OF CHANGE: 20090911 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12944 FILM NUMBER: 091064273 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 8-K 1 c58726_8k.htm c58726_8k.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

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)                     September 8, 2009          

                    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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e) On September 8, 2009, Zygo Corporation (“ZYGO”) and John M. Stack, President of ZYGO’s Optical Systems Division, amended Mr. Stack’s employment agreement with ZYGO, originally dated November 20, 2006, as amended on September 1, 2009. Pursuant to the amendment dated September 8, 2009 (“Amendment #2”), if Mr. Stack resigns or is terminated for any reason other than for justifiable cause within ninety days (90) after a change in control of ZYGO, Mr. Stack will be entitled to continue to receive his base salary at the then-current rate for a period of twelve (12) months.

Amendment #2 to the employment agreement dated as of September 8, 2009 between Mr. Stack and ZYGO is attached as Exhibit 99.1 hereto.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)     

Exhibits

 
  99.1     

Amendment #2 to the employment agreement, dated as of September 8, 2009, between John M. Stack and Zygo Corporation.

 

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: September 11, 2009   By: /s/ J. Bruce Robinson
         Name: J. Bruce Robinson
         Title: Chief Executive Officer


EXHIBIT INDEX

99.1   Amendment #2 to the employment agreement, dated as of September 8, 2009, between John M.
    Stack and Zygo Corporation.


EX-99.1 2 c58726_ex99-1.htm Untitled Document

Exhibit 99.1

AMENDMENT #2 TO EMPLOYMENT AGREEMENT

     This amendment references the Employment Agreement dated November 20, 2006, between ZYGO CORPORATION, a Delaware corporation with an office at Laurel Brook Road, Middlefield, Connecticut 06455 (the “Company”), and JOHN M. STACK, residing at 15 Spring Street, Chester, CT 06412 (the “Executive”).

This amendment changes the following section of the Employment Agreement to read as follows:

9.     

CHANGE IN CONTROL

 
  (b)     

Payments. If a Change In Control occurs during the term of the Executive’s Employment pursuant to this Agreement, then, if Executive resigns or is terminated for other than “justifiable cause” (as defined in Section 11(d) hereof) for any reason within ninety (90) days after the Change in Control, the Company shall (a) continue existing health insurance, dental coverage, key man life insurance, AD&D and disability coverage in effect for Executive at the time of his resignation for a period of the lesser of one year or until covered by another plan, and (b) continue the Executive’s salary for a twelve (12) month period; provided, however, that during the applicable period in which benefits are being paid by the Company, Executive agrees to maintain a consulting relationship with the Company which shall not interfere with other obligations of the Executive.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of September 8, 2009.

 
ZYGO CORPORATION
   
   
   
  By:
/s/ J. Bruce Robinson
   
J. Bruce Robinson
   
Chief Executive Officer
   
   
             
EXECUTIVE:
   
   
   
/s/ John M. Stack
   
John M. Stack


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