ZYGO CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-06-20: Form 8-K; Period of report 2014-06-20; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2014-06-18: Form 8-K; Period of report 2014-06-18; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2014-06-09: Form 8-K; Period of report 2014-06-06; Description 8.01 Other Events; Details 8.01.
- 2014-05-08: Form 8-K; Period of report 2014-05-08; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-06-20 | 8-K | 2014-06-20 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 On June 20, 2014, AMETEK, Inc., a Delaware corporation (“AMETEK), completed the previously announced acquisition of Zygo Corporation, a Delaware corporation (“Zygo”), through the merger of AMETEK Matterhorn, Inc., a Delaware corporation and a wholly-owned subsidiary of AMETEK (“Merger Sub”), with and into Zygo (the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of April 10, 2014, by and among AMETEK, Merger Sub and Zygo (the “Merger Agreement”). 3.01 On June 20, 2014, in connection with the Merger, Zygo notified NASDAQ that the Merger had been completed and requested that trading of Zygo Common Stock on NASDAQ be suspended before the opening of trading on June 20, 2014. 3.03 The information set forth in Items 2.01 and 5.03 is incorporated by reference herein. 5.01 The information set forth in Item 2.01 is incorporated by reference herein. 5.02 Effective upon the closing of the Merger, Robert R. Mandos, Ronald J. Oscher, and Bruce P. Wilson, the directors of Merger Sub immediately prior to the effective time of the Merger, became the members of the board of directors of Zygo. 5.03 Effective upon the closing of the Merger, the certificate of incorporation and bylaws of Zygo were amended to be the same as the certificate of incorporation and bylaws of Merger Sub immediately prior to the effective time of the Merger, except for the retention of provisions concerning indemnification, exculpation and advancement of expenses substantially identical to those set forth in Zygo’s restated certificate of incorporation, as amended. | c77893_8k.htm |
| 2014-06-18 | 8-K | 2014-06-18 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On June 18, 2014, Zygo Corporation (“Zygo”) held a special meeting of stockholders (the “Special Meeting”) to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated as of April 10, 2014 (as it may be amended from time to time, the “Merger Agreement”), by and among AMETEK, Inc. (“AMETEK”), AMETEK Matterhorn, Inc., a wholly owned subsidiary of AMETEK (“Merger Sub”) and Zygo, pursuant to which Merger Sub will, subject to the terms and conditions set forth therein, merge with and into Zygo (the “Merger”), with Zygo continuing as the surviving corporation and a wholly owned subsidiary of AMETEK; (ii) a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the Merger Agreement; and (iii) a proposal to approve, by non-binding advisory vote, certain compensation arrangements for Zygo’s named executive officers in connection with the Merger. 8.01 On June 18, 2014, Zygo issued a press release announcing the results of the Special Meeting, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | c77882_8k.htm |
| 2014-06-09 | 8-K | 2014-06-06 | 8.01 Other Events | 8.01 This Form 8-K is being filed pursuant to an agreement in principle regarding the settlement of a lawsuit relating to the Agreement and Plan of Merger, dated as of April 10, 2014, by and among AMETEK, Inc. (“AMETEK”), AMETEK Matterhorn, Inc., a wholly owned subsidiary of AMETEK (“Merger Sub”), and Zygo Corporation (“Zygo”), providing for the merger of Merger Sub with and into Zygo. | c77782_8k.htm |
| 2014-05-08 | 8-K | 2014-05-08 | 2.02 Results of Operations and Financial Condition | 2.02 On May 8, 2014, Zygo Corporation announced its financial results for the third quarter of fiscal 2014. | c77521_8k.htm |
| 2014-04-15 | 8-K | 2014-04-10 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 On April 10, 2014, Zygo entered into amendments (the “Amendments”) to the Executive Transition Agreements (the “Transition Agreements’) previously entered into with each of Anthony Allan, Chief Operating Officer, John P. Jordan, Chief Financial Officer and Treasurer, and John M. Stack, President, Optical Systems Division (each, an “Executive Officer”) of Zygo. 8.01 On April 11, 2014, Zygo and AMETEK issued a joint press release in connection with the Merger. | c77265_8k.htm |
| 2014-02-25 | 8-K | 2014-02-21 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On February 21, 2014, Zygo Corporation (the “Company”) received a notice (the “Notice”) from The NASDAQ Stock Market LLC (“NASDAQ”), indicating that the Company was no longer in compliance with the NASDAQ Listing Rule 5250(c)(1) due to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2013 (the “Quarterly Report”) with the Securities and Exchange Commission (the “SEC”). | c76686_8k.htm |
| 2014-02-07 | 8-K | 2014-02-06 | 2.02 Results of Operations and Financial Condition | 2.02 On February 6, 2014, Zygo Corporation announced its financial results for the second quarter of fiscal 2014. | c76451_8k.htm |