**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-K/A**

 

(Mark One)

| [ X ]  | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|--------|--------------------------------------------------------------------------------------|
|   | For the fiscal year ended June 30, 2005                                              |  
Or

[  

]

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 
 

For the transition period from                                                          to                                                                    

 

Commission file number 0-12944

 

**ZYGO CORPORATION**

(Exact name of registrant as specified in its charter)

 
                                        Delaware                                                                                06-0864500                                        (State or other jurisdiction ofincorporation or organization)(IRS Employer Identification Number)
 

Laurel Brook Road, Middlefield, Connecticut 06455-1291

(Address of principal executive offices) (Zip Code)

 

                              (860) 347-8506                              

(Registrant's telephone number, including area code:)

 

Securities registered pursuant to Section 12(b) of the Act:

None

 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.10 Par Value

 

Indicate  by check mark whether the registrant (1) has filed all reports required to be  filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during  the preceding 12 months (or for such shorter period that the registrant was  required to file such reports), and (2) has been subject to such filing requirements  for the past 90 days. YES [ X ] NO [   ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.                                 [ X ]

 

Indicate  by check mark whether the registrant is an accelerated filer (as defined in  Rule 12b-2 of the Act). YES [ X ] NO [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  YES [  ] NO [X]

 

The aggregate market value of the registrant’s Common Stock held by non-affiliates, based upon the closing price of the Common Stock on December 31, 2004, as reported by the NASDAQ National Market, was approximately $130,085,967. Shares of Common Stock held by each executive officer and director and by each person who owns 5% or more of the outstanding Common Stock, based on filings with the Securities and Exchange Commission, have been excluded since such persons may be deemed affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 

Indicate the number of shares outstanding of each of the registrant's classes of Common Stock, as of the latest practicable date.

 

18,140,571 Shares of Common Stock, $.10 Par Value, at October 7, 2005

 

Documents incorporated by reference: Specified portions of the registrant’s Proxy Statement related to the registrant’s 2005 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 with the Securities and Exchange Commission, are incorporated by reference into Part II (Item 5) and Part III (Items 10-14) of this Annual Report on Form 10-K to the extent stated herein.

 

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EXPLANATORY NOTE

 

This Form 10-K/A of Zygo Corporation amends the Annual Report on Form 10-K of the registrant for the registrant’s fiscal year ended June 30, 2005.  Specifically, this Form 10-K/A contains revised Section 302 certifications of the chief executive officer and the chief financial officer, as the originally contained Section 302 certifications inadvertently omitted the paragraph 4(b) certification relating to internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). This certification is included as paragraph 3(b) of the Section 302 certifications in this filing.

 

**PART IV**

 

**Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K**

 
 
(a)

The following documents are filed as part of this report:
 
 
 
 

3.

EXHIBITS
 
 
 
 

31.1

Certification of Chief Executive Officer under Rule 13a-14(a)/15d-14(a)
 
 
 
 

31.2

Certification of Chief Financial Officer under Rule 13a-14(a)/15d-14(a)
 
.

 

 

 

2

 

 

 

**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

ZYGO CORPORATION

 

 

 

Registrant

 

 

 

 

 

 

 

By      /s/ Walter A. Shephard

 

Date

October          18, 2005

Walter A. Shephard 

 

 

 

Vice President, Finance, Chief Financial Officer, and Treasurer

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
    /s/ J. Bruce Robinson                    J. Bruce RobinsonChairman, President, and ChiefExecutive      Officer              October 18, 2005                         /s/ Walter A. Shephard                       Walter A. Shephard Vice President, Finance, Chief       Financial Officer, and Treasurer  October 18, 2005                         *                                                              Carl A. ZanoniSenior Vice President, Technology      and Director  October 18, 2005                         *                                                              (Eugene G. Banucci)Director October 18, 2005    *                                                              (Youssef A. El-Mansy)Director October 18, 2005    *                                                              (Paul F. Forman)Director October 18, 2005    *                                                              (Samuel H. Fuller)Director October 18, 2005    *                                                              (Seymour E. Liebman)Director October 18, 2005    *                                                              (Robert G. McKelvey)Director October 18, 2005    *                                                              (Robert B. Taylor)Director October 18, 2005    *                                                              (Bruce W. Worster)Director October 18, 2005                                                                    (Carol P. Wallace)Director                                      
* By : /s/ Walter A. Shephard

 
 

Walter A. Shephard

 

Attorney-in-fact  

 
 

 

 

3

 

 

 

 

**EXHIBIT INDEX**

 

EXHIBIT

 

 

TABLE

 

 

NUMBER

 

 

 

 

 

 

 
 
 

31.1

Certification of Chief Executive Officer under Rule 13a-14(a)/15d-14(a)
 
 
 
 

31.2

Certification of Chief Financial Officer under Rule 13a-14(a)/15d-14(a)
 
 

 

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