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ZIGO > SEC Filings for ZIGO > Form 8-K on 25-Jul-2013All Recent SEC Filings

Show all filings for ZYGO CORP

Form 8-K for ZYGO CORP


Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 23, 2013, Zygo Corporation (the "Company") issued a press release announcing the appointment of Michael A. Kaufman to the Board of Directors of the Company, effective July 23, 2013.

Mr. Kaufman is the President of MAK Capital One, LLC, a fund based in New York City, which he founded in 2001. MAK Capital and its related entities have been investors in Zygo Corporation since 2007 and currently own approximately 23.6% of the outstanding capital stock of the Company.

The Company expects that Mr. Kaufman will be appointed to the Compensation Committee and the Nominating and Corporate Governance Committee of the Board of Directors.

Mr. Kaufman will receive the Company's standard compensation package for non-employee directors, which consists of the following payments in the case of Mr. Kaufman:

Annual Retainer $35,000
Compensation Committee member - $5,000 annually (to the extent Mr. Kaufman is appointed to the Committee)
Nominating and Corporate Governance Committee member - $3,000 annually (to the extent Mr. Kaufman is appointed to the Committee)

Grant of an option to purchase 16,000 shares of Zygo Common Stock, vesting 25% per year over 4 years (made on July 23, 2013 with an exercise price of $16.16, the closing price of Zygo Common Stock on that date).

Upon the annual election to the Board of Directors at the Annual Meeting, each director also receives a grant of a Restricted Stock Unit (RSU) for 5,000 shares of Zygo Common Stock. The RSU vests in one year from the date of grant.

A copy of the press release announcing this appointment is filed as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated July 23, 2013.

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