Item 3.01 Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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”).
On February 11,
2014, the Company filed a notification of late filing with the SEC pursuant to Rule 12b-25 under the Securities Exchange Act of
1934, as amended. As disclosed in the filed Form 12b-25 and the Company’s prior SEC filings, the Company had been undergoing
a review of its deferred tax asset and liability accounts, in connection with the Company’s efforts to demonstrate remediation
of the material weakness in accounting for income taxes reported in the Company’s Form 10-K for the year ended June 30, 2013.
However, the review of these deferred tax assets and liability accounts took longer than expected, and the Company failed to file
its Quarterly Report on or before February 18, 2014 (the permitted filing date, including the extension provided pursuant to Rule
12b-25). The Company filed its Quarterly Report with the SEC on February 25, 2014.
The Notice, which
was sent to the Company prior to the Quarterly Report having been filed, advises the Company that it must submit a plan to regain
compliance with NASDAQ’s listing rules to NASDAQ within 60 days. The Company has notified NASDAQ that the Quarterly Report
has been filed; and that the Company is therefore in full compliance with the NASDAQ listing requirements. A copy of the Company’s
press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
9.01 Financial Statements and Exhibits.
99.1 Press Release,
dated February 25, 2014, issued by Zygo Corporation, announcing receipt of NASDAQ Notice.
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.
Date: February 25, 2014
By: /s/ John P. Jordan
John P. Jordan
Vice President, Chief Financial Officer & Treasurer
|99.1||Press Release, dated February 25, 2014, issued by Zygo Corporation, announcing receipt of NASDAQ Notice.|