Current Report Filing (8-k)
18 Juni 2014 - 8:56PM
Edgar (US Regulatory)
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 18, 2014
Zygo
Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation |
0-12944
(Commission
File Number) |
06-0864500
(IRS Employer
Identification No.) |
Laurel Brook Road, Middlefield, Connecticut
(Address of principal executive offices) |
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06455-0448
(Zip Code) |
Registrant’s telephone number, including area code: (860) 347-8506 |
Not applicable
(Former
name or former address, if changed since last report)
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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: |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
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Item 5.07. Submission of Matters
to a Vote of Security Holders.
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.
The proposal to
adopt the Merger Agreement was approved by Zygo’s stockholders. The final report of the votes for this proposal was as follows:
For |
Against |
Abstain |
Broker Non-Votes |
16,404,709 |
129,311 |
48,624 |
0 |
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As a result of the
above, the 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 was mooted.
The proposal to
approve, by non-binding advisory vote, certain compensation arrangements for Zygo’s named executive officers in connection
with the Merger was approved by Zygo’s stockholders. The final report of the votes for this proposal was as follows:
For |
Against |
Abstain |
Broker Non-Votes |
10,772,925 |
3,994,306 |
1,815,413 |
0 |
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There were no other
matters submitted to a vote of Zygo’s stockholders.
Item 8.01. Other Events.
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.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
Exhibit
Number |
Description |
99.1 |
Press Release, dated June 18, 2014, issued by Zygo announcing the results of the Special Meeting. |
SIGNATURE
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.
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Zygo Corporation |
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By: |
/s/ John P. Jordan
John P. Jordan
Vice President, Chief Financial Officer &
Treasurer |
Date: June 18, 2014
EXHIBIT INDEX
Exhibit No. |
Description |
99.1 |
Press Release, dated June
18, 2014, issued by Zygo announcing the results of the Special Meeting. |
4
Exhibit 99.1
Zygo Stockholders
Approve Merger with AMETEK
MIDDLEFIELD, CT
— June 18, 2014 — Zygo Corporation (NASDAQ: ZIGO), a worldwide supplier of optical metrology instruments
and high-precision optical instruments, today announced that its stockholders approved its proposed merger with AMETEK,
Inc. (NYSE: AME) for $19.25 per share in cash at today’s special stockholders’ meeting. It is anticipated that
the transaction will close on June 20, 2014.
Approximately 99 percent
of the votes cast, representing approximately 86 percent of the Zygo common shares outstanding as of the record date, voted
in favor of the merger. Adoption of the merger agreement required an affirmative vote of a majority of issued and outstanding shares
of Zygo’s common stock entitled to vote at the special meeting.
During the special
meeting, stockholders also approved a proposal to approve, by non-binding advisory vote, certain compensation arrangements for
Zygo’s named executive officers in connection with the merger. The proposal to adjourn the special meeting, if necessary
or appropriate, to solicit additional proxies if there were insufficient votes at the time of the special meeting to adopt the
merger agreement was rendered moot, although the stockholders had cast sufficient votes in favor of the proposal to approve that
proposal.
About AMETEK
AMETEK is a leading
global manufacturer of electronic instruments and electro-mechanical devices with 2013 sales of $3.6 billion. The common stock
of AMETEK is a component of the S&P 500 Index.
About Zygo
Zygo is a worldwide
supplier of optical metrology instruments, precision optics and electro-optical design and manufacturing services serving customers
in the semiconductor equipment, bio-medical, scientific and industrial markets.
Forward-Looking
Statements
All statements other
than statements of historical fact included in this news release regarding expected plans and timing of the closing are forward-looking
statements. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain
factors. 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 except as required by law. Further information on potential factors that could
affect Zygo Corporation's business and the merger is described in our reports on file with the Securities and Exchange Commission
(the “SEC”), including our Form 10-K for the fiscal year ended June 30, 2013, filed with the SEC on September 13, 2013;
our Forms 10-Q for the fiscal quarters ended September 30, 2013, December 31, 2013 and March 31, 2014; and our Definitive Proxy
Statement on Schedule 14A filed with the SEC on May 21, 2014.
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