Zygo Corporation
Laurel Brook Road
Middlefield, Connecticut
06455
Voice: 860 347-8506
Fax: 860 347-8372
www.zygo.com
October 9, 2013
VIA EDGAR
AND U.S. MAIL
Mr. Kevin L. Vaughn
Accounting Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Zygo Corporation
Form 10-K for the Fiscal Year Ended June 30, 2013
Filed September 13, 2013
File No. 000-12944
Dear Mr. Vaughn:
Zygo Corporation (“Zygo” or the “Company”) submits this letter in response to the Staff’s comment contained in the letter dated September 26, 2013 addressed to Mr. John P. Jordan, Chief Financial Officer of Zygo (the “Letter”), with respect to Zygo’s filed Form 10-K for the fiscal year ended June 30, 2013 (the “filing”). The Staff’s comment is reprinted below followed by Zygo’s response to this comment.
Form 10-K for the Fiscal Year Ended June 30, 2013
Item 9A. Controls and Procedures, page 35
| 1. | We note from disclosures in the “Report of Management on Zygo Corporation’s Internal Control Over Financial Reporting” section at page 36 that management’s assessments were based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Please confirm you applied the 1992 Framework and not the Updated Framework for your assessment. Revise future filings to disclose whether management applied the 1992 Framework or the Updated Framework for its Internal Control Over Financial Reporting assessment. |
Response: Zygo acknowledges the Staff’s comment and confirms to the Staff that Zygo applied the COSO 1992 Framework as a basis for management’s assessments on Zygo Corporation’s Internal Control Over Financial Reporting. Zygo further advises, as requested in the Letter, that the Company’s future filings will disclose whether management applied the 1992 Framework or the Updated Framework for its Internal Control Over Financial Reporting assessment.
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Zygo acknowledges that:
| · | Zygo is responsible for the adequacy and accuracy of the disclosure in the filing; |
| · | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| · | Zygo may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very Truly Yours,
/s/ John P. Jordan
John P. Jordan
Vice President, Chief Financial Officer & Treasurer
cc: Chris Koliopoulos
Mike Vehlies
John Tomich
Sheldon Nussbaum, Fulbright & Jaworski LLP
Ethan Brysgel, Deloitte & Touche