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) June 15, 2007
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.) |
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| LaurelBrookRoad,Middlefield,CT | | | | 06455-0448 |
| (Address of Principal Executive Offices) | | (Zip Code) |
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| Registrant’s telephone number, including area code: | | (860) 347-8506 | | | |
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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.
On June 15, 2007, Zygo Corporation (the “Company”) entered into a new Employment Agreement (the “Agreement”) with Mr. Walter A. Shephard, its Vice President, Finance, and Chief Financial Officer. The Agreement provides for (i) an annual salary of no less than $244,200 and (ii) Mr. Shephard’s participation in the Company’s Management Incentive Plan, which provides a target bonus opportunity of up to 50% of base salary, subject to the achievement of certain individual and company based performance goals. Mr. Shephard will also receive a monthly automobile allowance of $900 per month. The Agreement further provides that if, following a “Change in Control” (as defined in the Agreement), Mr. Shephard resigns or is terminated for other than “justifiable cause” (as defined in the Agreement), the Company will pay for one year’s base salary, pro-rated bonus, and certain health and dental benefits providing that certain conditions are met. If Mr. Shephard’s employment is terminated for any reason other than justifiable cause, disability or death, the Company will pay for one year’s base salary. The Agreement also includes a non-compete covenant, which continues for a period of one year following termination of employment. The Agreement has an initial term of one year, which is automatically renewable for additional one-year periods unless terminated prior in accordance with its terms or not renewed by either party.
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 |
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| Date: June 19, 2007 | | | By: | /s/ J. Bruce Robinson |
| | | | | Name: | J. Bruce Robinson |
| | | | | Title: | Chairman, President and |
| | | | | | Chief Executive Officer |
