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Zevex International Inc – ‘PREM14A’ for 1/29/07

On:  Tuesday, 1/30/07, at 7:17pm ET   ·   As of:  1/31/07   ·   For:  1/29/07   ·   Accession #:  827056-7-15   ·   File #:  1-12965

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  As Of                Filer                Filing    For·On·As Docs:Size

 1/31/07  Zevex International Inc           PREM14A     1/29/07    1:1.5M

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Solicitation Material -- Merger   HTML   1.22M 
                          or Acquisition                                         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Check the appropriate box:

ZEVEX International, Inc.

____________________________________________________________________________________________________

(Name of Registrant as Specified In Its Charter)

N/A

____________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

5,657,504 shares of Company Common Stock; options to purchase 1,029,000 shares of Company Common Stock issued under the Company’s 1993 Option Plan and 1999 Option Plan with exercise prices less than $13.00; and restricted stock units issued under the Company’s 2006 Equity Incentive Plan representing 60,400 shares of Company Common Stock.

The filing fee was determined based upon the sum of (A) 5,657,504 shares of Company Common Stock, multiplied by $13.00 per share, (B) options to purchase 1,029,000 shares of Company Common Stock issued under the Company’s 1993 Option Plan and 1999 Option Plan with exercise prices less than $13.00, multiplied by $9.20, which is the difference between $13.00 and the weighted average exercise price of $3.80 per share, and (C) 60,400 shares of Company Common Stock underlying restricted stock units issued under the Company’s 2006 Equity Incentive Plan, multiplied by $13.00 per share. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying $0.000107 by the sum of the preceding sentence.

ZEVEX INTERNATIONAL, INC.

4314 ZEVEX Park Lane

Salt Lake City, Utah 84123

[__________ ___, _____]

Dear Stockholder:

The Board of Directors of ZEVEX International, Inc. (the “Company”) has approved a transaction providing for the acquisition by merger of the Company by Moog Inc. (“Moog”). Pursuant to a merger agreement, Pumpco Acquisition Corp., a wholly-owned subsidiary of Moog, will be merged with and into the Company, with the Company continuing as a wholly-owned subsidiary of Moog. If the merger is completed, you will receive $13.00 in cash, without interest and less any required tax withholding, for each share of the Company’s common stock you own.

You will be asked, at a special meeting of the Company’s stockholders, to approve the merger agreement. The Board of Directors has approved and adopted the merger agreement and has determined that the merger and the merger agreement is advisable and in the best interest of the Company and the Company’s stockholders. The Board of Directors recommends that the Company’s stockholders vote “FOR” the approval and adoption of the merger agreement.

The special meeting of stockholders of the Company will be held on [________ ___, _____] at 9:00 a.m. Mountain Standard Time, at the Company’s corporate offices, 4314 ZEVEX Park Lane, Salt Lake City, Utah 84123.

The proxy statement attached to this letter provides you with information about the proposed merger and the special meeting of the Company’s stockholders. We encourage you to read the entire proxy statement carefully. You may also obtain more information about the Company from documents that we have filed with the Securities and Exchange Commission.

Your vote is important regardless of the number of shares of the Company’s common stock you own. Because the approval and adoption of the merger agreement requires the affirmative vote of the holders of a majority of the Company’s outstanding shares of common stock that are entitled to vote thereon as of the record date for this special meeting, your failure to vote will have the same effect as a vote AGAINST the merger. Accordingly, you are requested to submit your proxy by promptly completing, signing, and dating the enclosed proxy card and returning it in the envelope provided prior to this special meeting, whether or not you plan to attend.

If you are a stockholder of record, submitting your proxy will not prevent you from voting your shares in person, if you subsequently choose to attend the special meeting and vote your shares in person.

If you have any questions regarding the proposed merger, please call (801) 264-1001, extension 203.

Thank you for your cooperation and continued support.

David J. McNally

Chief Executive Officer, President and Director

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger, or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

THIS PROXY STATEMENT IS DATED [__________ ___, _____]

AND IS FIRST BEING MAILED TO STOCKHOLDERS ON OR ABOUT [__________ ___, _____].

____________________________________________________________________________________________________

ZEVEX INTERNATIONAL, INC.

4314 ZEVEX Park Lane

Salt Lake City, Utah 84123

[__________ ___, _____]

____________________________________________________________________________________________________

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD [__________ ___, _____]

____________________________________________________________________________________________________

Dear Stockholder:

A special meeting of stockholders of ZEVEX International, Inc., a Delaware corporation (“ZEVEX” or the “Company”), will be held on [__________ ___, _____], at 9:00 a.m. Mountain Standard Time, at the Company’s corporate offices, 4314 ZEVEX Park Lane, Salt Lake City, Utah 84123, for the following purposes:

1.             To consider and vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of January 12, 2007 (as it may be amended from time to time, the “merger agreement”), by and among the Company, Moog Inc., a New York corporation (“Moog”), and Pumpco Acquisition Corp., a Delaware corporation that is wholly-owned by Moog (“Merger Sub”), pursuant to which, upon the merger becoming effective, each outstanding share of common stock, par value $0.01 per share, of the Company (the “common stock”) (other than shares held in the treasury of the Company or owned by Moog, Merger, Sub, or any direct or indirect wholly-owned subsidiary of Moog or the Company; and other than shares held by stockholders who have properly demanded statutory appraisal rights, if any) and all outstanding rights to acquire such common stock will be converted into the right to receive $13.00 in cash, without interest (less the exercise price, in the case of outstanding options);

2.             To approve the adjournment or postponement of the special meeting, if necessary or appropriate, either to solicit additional proxies to establish a quorum or to solicit additional proxies to approve and adopt the merger agreement; and

3.             To transact such other business as may properly come before the special meeting or any adjournment or postponement thereof.

Only stockholders of record on [__________, _______], are entitled to notice of and to vote at the special meeting and at any adjournment or postponement of the special meeting. All stockholders of record are cordially invited to attend the special meeting in person.

The approval and adoption of the merger agreement requires the approval of the holders of a majority of the outstanding shares of common stock entitled to vote thereon as of the record date for the special meeting. Even if you plan to attend the special meeting in person, we request that you complete, sign, date, and return the enclosed proxy in the envelope provided prior to the special meeting, thereby ensuring that your shares will be represented at the special meeting, if you are unable to attend. If you sign, date, and mail your proxy card without indicating how you wish to vote, your proxy will be voted in favor of the approval and adoption of the merger agreement and in favor of the proposal to adjourn or postpone the meeting, if necessary or appropriate, to solicit additional proxies. If you fail to return your proxy card and do not attend the special meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will effectively be counted as a vote AGAINST the approval and adoption of the merger agreement. If you are a stockholder of record, you attend the special meeting, and you wish to vote in person, you may withdraw your proxy and vote in person.

Stockholders who do not vote in favor of the adoption and approval of the merger agreement will have the right to seek appraisal of the fair value of their common stock, if they deliver a demand for appraisal before a vote is taken on the merger agreement and comply with all requirements of Delaware law, which are summarized in the accompanying proxy statement.

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The Company’s Board of Directors recommends that stockholders vote FOR the approval and adoption of the merger agreement at the special meeting and FOR the proposal to adjourn or postpone the meeting, if necessary or appropriate, to solicit additional proxies.

By Order of the Board of Directors,

Phillip L. McStotts

Secretary

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers address briefly some questions you may have regarding the special meeting and the proposed merger. These questions and answers may not address all the questions that may be important to you as a stockholder of ZEVEX International, Inc. Please refer to the more detailed information contained elsewhere in this proxy statement, and the annexes to this proxy statement. In this proxy statement, the terms “ZEVEX,” “Company,” “we,” “our,” “ours,” and “us” refer to ZEVEX International, Inc. and its subsidiary.

A: The proposed transaction is the acquisition of the Company by Moog Inc. (“Moog”) pursuant to an Agreement and Plan of Merger, dated as of January 12, 2007 (the “merger agreement”), by and among the Company, Moog, and Pumpco Acquisition Corp., a wholly-owned subsidiary of Moog (“Merger Sub”). Once the merger agreement has been approved by the Company’s stockholders, and once the other closing conditions under the merger agreement have been satisfied or waived, Merger Sub will merge with and into the Company (the “merger”). The Company will be the surviving corporation in the merger (the “surviving corporation”) and will be a wholly-owned subsidiary of Moog.

A: Upon completion of the merger, you will receive $13.00 in cash, without interest and less any required tax withholding, for each share of our common stock that you own. For example, if you own 100 shares of our common stock, you will receive $1,300 in cash in exchange for your shares of common stock, less any required tax withholding. If you own restricted stock units underlying 100 shares of our common stock, you will receive $1,300 in cash in exchange for your restricted stock units, less any required tax withholding. If you own options for 100 shares of our common stock and the per share exercise price of those options is $3.00, you will receive $1,000, which is your 100 shares multiplied by $10.00 ($13.00 minus $3.00), less any required tax withholding. You will not own shares in the surviving corporation.

A: The special meeting will take place at the Company’s corporate offices, 4314 ZEVEX Park Lane, Salt Lake City, Utah 84123, on [__________ ___, _____], at 9:00 a.m. Mountain Standard Time.

A: You are being asked to consider and vote on a proposal to approve the merger agreement that provides for the acquisition of the Company by Moog and to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies to establish a quorum or to solicit additional proxies to approve the merger agreement.

A: All stockholders of record on the close of business on [________ ___, _____] will be eligible to vote.

A: For us to complete the merger, stockholders holding at least a majority of our common stock outstanding at the close of business on the record date must vote “FOR” the approval of the merger agreement. Accordingly, a failure to vote, an abstention, or a broker non-vote will each have the same effect as a vote AGAINST approval of the merger agreement. In this regard, two of our executive officers have entered into stock voting agreements, pursuant to which they have agreed, among other things, to vote their shares in favor of the approval of the merger agreement and against any competing transaction that may be proposed to the Company’s stockholders. As of January 11, 2007, an aggregate of 555,694, representing approximately 9.8% of our outstanding common stock, were subject to these two stock voting agreements. Please read “Stock Voting Agreements” for more information.

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A: Yes, as a holder of our common stock, you are entitled to appraisal rights under the Delaware General Corporation Law in connection with the merger, if you meet certain conditions, which are described in the section of this proxy statement, entitled “Dissenters’ Rights of Appraisal.”

A: Our Board of Directors recommends that our stockholders vote “FOR” the approval of the merger agreement and “FOR” the approval or adjournment of the special meeting, if necessary or appropriate, either to solicit additional proxies to establish a quorum or to solicit additional proxies to approve the merger agreement. You should read “The Merger—Reasons for the Merger” for a discussion of the factors that our Board of Directors has considered in deciding to recommend the approval of the merger agreement.

A: We urge you to read this proxy statement carefully, including its annexes, and to consider how the merger affects you. If you are a stockholder of record, then you can ensure that your shares are voted at the special meeting by submitting your proxy via:

A: Yes, but only if you provide instructions to your broker on how to vote. You should follow the directions provided to you by your broker in this regard. Without those instructions, your shares will not be voted, which will have the same effect as a vote AGAINST the merger.

A: Yes, you can change your vote at any time before your proxy is voted at the special meeting. If you are a registered stockholder, you may revoke your proxy either (a) by filing with or transmitting to the Company’s Secretary at the Company’s principal executive offices an instrument of revocation or (b) by submitting a new proxy, by mail, that you date after the date of the proxy that you are revoking. In addition, you may revoke your proxy by both attending the special meeting and voting in person.

Please note that if you hold your shares in “street name,” and if you have instructed your broker to vote your shares, the above-described options for changing your vote do not apply and, instead, you must follow the instructions that you have received from your broker in this regard.

A: If your shares are registered differently or are in more than one account, you will receive more than one card. Please complete and return all of the proxy cards and/or vote instruction cards that you receive (or submit all of your proxies by telephone or the Internet, if available to you) to ensure that all of your shares are voted.

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A: A quorum is present if the holders of a majority of the outstanding shares of our common stock that are entitled to vote are present at the meeting, either in person or represented by proxy. Abstentions and broker non-votes are counted as present for the purpose of determining whether a quorum is present. A broker non-vote occurs on an item when a broker is not permitted to vote on that item without instructions from the beneficial owner of the shares and when that beneficial owner has failed to give the broker such instructions.

A: For the proposal relating to the approval of the merger agreement, you may vote FOR, AGAINST or ABSTAIN. Abstentions and broker non-votes will count for the purpose of determining whether a quorum is present, but, because stockholders holding at least a majority of Company common stock outstanding on the record date must vote FOR the approval of the merger agreement, an abstention or broker non-vote will effectively be counted as a vote AGAINST the approval of the merger agreement.

For the proposal to adjourn or postpone the meeting, if necessary or appropriate, to solicit additional proxies, you may vote FOR, AGAINST or ABSTAIN. Because only a majority of the votes represented in person or by proxy at the meeting is required to approve this proposal, broker non-votes will have no effect on such proposal, but abstentions will effectively be counted as a vote AGAINST this proposal.

A: We will pay the cost of this solicitation, which will be made by mail. Proxies also may be solicited in person, or by telephone, facsimile, or similar means by our directors, officers, or employees, without additional compensation. In addition, we may engage the services of DJ King & Co., at our expense, to solicit additional proxies by telephone. If we do so, we anticipate the cost of such engagement will be approximately $25,000. We will, on request, reimburse stockholders who are brokers, banks, or other nominees for their reasonable expenses in connection with their sending our proxy materials to the beneficial owners of the Company shares for which they are the holders of record.

A: We are working toward completing the merger as quickly as possible, and we anticipate that it will be completed near the [____] of the [______] quarter of 2007. In order to complete the merger, we must obtain stockholder approval and each of the other closing conditions under the merger agreement must be satisfied or waived, including an approval of the U.S. federal government. The failure of these conditions to be satisfied may either delay the merger or cause it not to occur at all. Please read “The Merger Agreement—Conditions to the Merger” and “The Merger Agreement—Effective Time” for more information.

A: No. Shortly after the merger is completed, you will receive a letter with instructions informing you where and how to send in your stock certificates in order to receive the merger consideration. You should follow these instructions to exchange your stock certificates for the merger consideration.

PLEASE DO NOT SEND ANY STOCK CERTIFICATES WITH YOUR PROXY.

A: Generally, yes. The exchange of shares of our common stock for the cash merger consideration will be a taxable transaction to our stockholders for United States federal income tax purposes. Please read “The Merger—Material United States Federal Income Tax Consequences” for more information.

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A: Under the merger agreement, it is technically possible for the price to change, but it is highly unlikely. And, in such event, we would resolicit your proxy. The price can change only if our Board of Directors approves the issuance of additional shares prior to the closing of the merger, and it has no intention of doing so.

A: If you have more questions about the merger, or if you need assistance in submitting your proxy or voting your shares, or if you need additional copies of the proxy statement or the enclosed proxy card, you should contact the company at (801) 264-1001, extension 203. If your broker holds your shares, you should also call your broker for additional information.

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SUMMARY

The following summary highlights selected information from this proxy statement and may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement, its annexes, and the documents referred to or incorporated by reference. Each item in this summary includes a page reference directing you to a more complete description of that item.

The Parties to the Merger

(page __)

ZEVEX International, Inc.

4314 ZEVEX Park Lane

Salt Lake City, Utah 84123

(801) 264-1001

ZEVEX International, Inc., a Delaware corporation, through its divisions and subsidiary, engages in the business of designing, manufacturing, and distributing medical devices. The Therapeutics division manufactures and markets enteral nutrition delivery devices. The Applied Technology division designs and manufactures advanced medical components and systems for medical technology companies. For additional information regarding the Company, refer to our 2005 Annual Report on SEC Form 10-K. You may also visit ZEVEX’s website at ww.zevex.com. ZEVEX International, Inc. is referred to herein as “ZEVEX” or the “Company.” References herein to “we,” “us,” etc. also refer to ZEVEX International, Inc. and its subsidiary.

Moog Inc.

Seneca & Jamison Road

East Aurora, New York 14052

(716) 652-2000

Moog Inc., a New York corporation, is a worldwide designer, manufacturer, and integrator of precision control components and systems. Moog’s high-performance systems control military and commercial aircraft, satellites and space vehicles, launch vehicles, missiles, automated industrial machinery, and medical equipment.

For additional information, you may also visit Moog’s website at www.moog.com. Moog Inc. is referred to herein as “Moog.”

Pumpco Acquisition Corp.

Seneca & Jamison Road

East Aurora, New York 14052

(716) 652-2000

Pumpco Acquisition Corp. is a Delaware corporation and a wholly-owned subsidiary of Moog. It was formed solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement. It has not conducted any activities to date other than activities that are incidental to its formation or activities in connection with the merger agreement. Pumpco Acquisition Corp. is sometimes referred to herein as the “Merger Sub.”

The Special Meeting

(page ___)

Time, Place and Date

(page __)

The special meeting will be held on [__________ ___, _____] starting at 9:00 a.m. Mountain Standard Time, at the Company’s corporate offices, 4314 ZEVEX Park Lane, Salt Lake City, Utah 84123.

Purpose

(page __)

At the special meeting, you will be asked to consider and vote on the approval of the merger agreement. The merger agreement provides that Merger Sub will be merged with and into the Company and that each outstanding share of the Company’s common stock (other than shares held in the treasury of the Company or owned by Moog, Merger Sub, or any direct or indirect wholly-owned subsidiary of Moog or the Company; and other than shares held by stockholders who have

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properly demanded statutory appraisal rights, if any) will be converted into the right to receive $13.00 in cash, without interest. The special meeting may be adjourned or postponed for the purpose of soliciting additional proxies, if necessary or appropriate, to establish a quorum or to obtain additional votes to approve the merger agreement. The persons named in the accompanying proxy card will have discretionary authority to vote on the merger, as well as on other business, if any, that may properly come before the special meeting and any adjournments or postponements thereof.

Record Date and Quorum

(page __)

You are entitled to vote at the special meeting if you owned shares of the Company’s common stock at the close of business on [__________, _____], the record date for the special meeting. You will have one vote for each share of the Company’s common stock that you owned on that date. As of the record date, there were [__________] shares of the Company’s common stock entitled to be voted.

In order for the special meeting to be held, a quorum must be present. A quorum is present if the holders of a majority of the outstanding shares of the Company’s common stock that are entitled to vote are present at the meeting, either in person or by proxy. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present. A broker non-vote occurs on an item when a broker is not permitted to vote on that item without instructions from the beneficial owner of the shares and when such beneficial owner has not given such instructions to that broker.

Required Vote and Certain Stock Voting Agreements

(page __)

For us to complete the merger, stockholders holding at least a majority of our common stock outstanding at the close of business on the record date must vote “FOR” the approval and adoption of the merger agreement. All of our stockholders are entitled to one vote per share. A failure to vote your shares of the Company’s common stock, an abstention, or a broker non-vote will have the same effect as a vote AGAINST the merger.

Each of the following individuals has entered into a stock voting agreement, pursuant to which they have agreed to, among other things, vote the shares that they beneficially own in favor of the approval of the merger agreement and against any competing transaction that may be proposed to the Company’s stockholders.

As of January 11, 2007, an aggregate of 555,694 shares, representing approximately 9.8% of our outstanding common stock, were subject to these two stock voting agreements. Both Messrs. McNally and McStotts hold options and restricted stock units that may be exercised for additional shares of common stock, which would also become subject to these stock voting agreements. These stock voting agreements will terminate upon the earlier of (i) the termination of the merger agreement pursuant to its terms, (ii) the effective time of the merger, or (iii) the mutual consent of the parties thereto.

For the proposal to adjourn or postpone the meeting, if necessary or appropriate, stockholders holding at least a majority of the votes represented in person or by proxy at the special meeting must vote “FOR” the proposal. Broker non-votes will have no effect on such proposal, but abstentions will have the same effect as if you vote AGAINST the proposal.

Share Ownership of Directors and Executive Officers

(page __)

As of January 11, 2007, the directors and current executive officers of ZEVEX beneficially owned in the aggregate 623,195 shares, representing approximately 11% of the shares of the Company’s common stock that is entitled to vote at the special meeting. These directors and officers also hold options and restricted stock units that may be exercised for additional shares of common stock.

Voting and Proxies (page __)

Any ZEVEX stockholder of record who is entitled to vote may submit a proxy by returning the enclosed proxy card by mail or may vote in person by attending the special meeting. If your shares are held in “street name” by your broker, you

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should instruct your broker on how to vote your shares using the instructions that are provided to you by your broker. If you do not provide your broker with such instructions, your shares will not be voted and they will effectively be counted as a vote AGAINST the merger.

Revocability of Proxy

(page __)

Any ZEVEX stockholder of record who executes and returns a proxy card may revoke that proxy at any time before it is voted in any one of the following ways:

Simply attending the special meeting will not revoke a proxy; you must both attend and vote your shares at the special meeting. If you have instructed your broker to vote your shares, the above-described options for revoking your proxy do not apply and, instead, to change your vote, you must follow the instructions that have been provided to you by your broker.

When Will the Merger be Completed?

(page __)

We are working to complete or “close” the merger as soon as possible. We anticipate that the merger will be closed near the [____] of the [______] quarter of 2007, subject to the approval of the merger agreement by the Company’s stockholders and the satisfaction or waiver of each of the other closing conditions under the merger agreement.

Effects of the Merger

(page __)

If the merger agreement is approved and adopted by the Company’s stockholders, and if the other conditions to closing are satisfied or waived, Merger Sub will be merged with and into the Company, with the Company being the surviving corporation and becoming a wholly owned subsidiary of Moog. Upon completion of the merger, the Company’s outstanding common stock (other than shares owned by the Company, Moog, or any of their subsidiaries; and other than shares held by a stockholder properly exercising statutory dissenter’s rights of appraisal) and outstanding rights to acquire such common stock will be converted into the right to receive $13.00 per share, without interest and less any required tax withholding.

It is technically possible, although unlikely, that the merger consideration could be reduced. And, if this were to occur, we would resolicit your proxy. The merger consideration can only be reduced if the ZEVEX Board of Directors issues more shares or rights to acquire such shares, and it has no intention of doing so.

Following the completion of the merger, you will cease to have any ownership interest in the Company and will not participate in any future earnings or growth of the Company.

Treatment of Stock Options

(page __)

The merger agreement provides that, at the effective time of the merger, each outstanding and vested option for shares of common stock that has been issued pursuant to the Company’s option plans will automatically be converted into the right to receive an amount in cash, less applicable tax withholding and without interest, equal to the product of:

Our Board of Directors’ compensation committee has approved the vesting of all unvested and outstanding options, with such vesting to be effective at the effective time of the merger. Payment for such options will be made in accordance with the Company’s regular payroll practices.

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Treatment of Restricted Stock Units

(page __)

The merger agreement provides that, at the effective time, each outstanding restricted stock unit that is convertible into shares of common stock will automatically be converted into the right to receive $13.00 in cash, without interest and less applicable tax withholding. Our compensation committee has approved the vesting of all unvested restricted stock units, with such vesting to be effective at the effective time. Payment for such units will be made in accordance with the Company’s regular payroll practices.

Board Recommendation

(page __)

After careful consideration, our Board of Directors has unanimously:

In reaching this decision, our Board of Directors consulted with our CEO, CFO, and outside advisors. In considering the recommendation of the Company’s Board of Directors with respect to the merger, you should be aware that some of the Company’s directors and executive officers who participated in meetings of our Board of Directors have interests in the merger that are different from, or in addition to, the interests of our stockholders generally. Please read “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger.” For the factors considered by our Board of Directors in reaching its decision to approve the merger agreement, please read “The Merger—Reasons for the Merger.”

Opinion of A.G. Edwards

(page __)

We engaged A.G. Edwards & Sons, Inc. (“A.G. Edwards”) on December 18, 2006 to act as financial advisor to the Board of Directors in connection with the merger. As part of that engagement, A.G. Edwards delivered its written opinion to the Board of Directors dated January 11, 2007 that, based upon and subject to the various considerations set forth in the opinion, the consideration to be paid by Moog was fair, from a financial point of view, to the ZEVEX stockholders. The full text of the written opinion of A.G. Edwards, setting forth the assumptions made, matters considered, and limitations on the reviews undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. You should read the opinion carefully in its entirety as well as the description of the analyses, assumptions and limitations related to the opinion that is included elsewhere in this proxy statement. The opinion of A.G. Edwards is directed to the Board of Directors and does not constitute a recommendation to any ZEVEX stockholder as to how to vote in the merger.

Financing of the Merger Consideration

(page __)

Moog estimates that the total amount of funds necessary to complete the merger and the related transactions will be approximately $84,100,000, which includes the amounts to be paid out to the Company’s stockholders and options holders, and holders of restricted stock units. The merger agreement provides that Moog will obtain the necessary funds to finance completion of the merger under its existing $600,000,000 credit facility. See “The Merger—Financing of the Merger Consideration.”

Interests of the Company’s Directors and Executive Officers in the Merger (page __)

Our directors and executive officers may have interests in the merger that are different from, or in addition to, those of the stockholders generally, including the following:

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Material United States Federal Income Tax Consequences

(page __)

If you are a U.S. holder of our common stock, the merger will be a taxable transaction to you. For U.S. federal income tax purposes, your receipt of cash in exchange for your shares of the Company’s common stock generally will cause you to recognize a gain or loss that is measured by the difference, if any, between the cash that you receive in the merger and your adjusted tax basis in your shares. If you are a non-U.S. holder of our common stock, the merger generally will not be a taxable transaction to you under U.S. federal income tax laws, unless you have certain connections to the United States. You should consult your own tax advisor for a full understanding of how the merger will affect your taxes.

Regulatory Approvals

(page __)

Except for (i) the required pre-merger notification filing with the Antitrust Division of the Department of Justice and the Federal Trade Commission and the expiration of the prescribed statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules promulgated thereunder by the Federal Trade Commission (the “HSR Act”), and (ii) the filing of a certificate of merger in Delaware at or before the effective date of the merger, we are unaware of any material federal, state, or foreign regulatory requirements or approvals that are required for completion of the merger.

No Solicitation of Transactions

(page __)

The merger agreement restricts our ability and the ability of our subsidiary to, directly or indirectly, solicit or engage in discussions or negotiations with third parties regarding specified transactions involving the Company. Notwithstanding these restrictions, if our Board of Directors receives what it determines to be a “superior proposal” to the proposed merger meeting certain requirements, then our Board of Directors may respond to such proposal for an alternative transaction, change its recommendation of the merger, terminate the merger agreement, and enter into an agreement with respect to such “superior proposal” after satisfying certain conditions that are set forth in the merger agreement and after paying to Moog the $2.75 million termination fee specified in the merger agreement.

Conditions to Closing

(page __)

Before we can complete the merger, a number of conditions must be satisfied. These include:

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Termination of the Merger Agreement

(page __)

The Company, Moog, and Merger Sub may agree in writing to terminate the merger agreement at any time without completing the merger, even after the stockholders of the Company have approved and adopted the merger agreement. The merger agreement may also be terminated at any time prior to the effective time of the merger in certain other circumstances, including:

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Termination Fees and Expenses

(page __)

The Company has agreed to pay Moog a termination fee of $2.75 million in cash upon the following events:

We have agreed to pay Moog’s expenses if Moog and Merger Sub terminate the merger agreement in accordance with its terms because:

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Moog has agreed to pay our expenses if we terminate the merger agreement because Moog or Merger Sub has breached or failed to perform in any material respect any of their respective representations, warranties, covenants or other agreements contained in the merger agreement, which breach or failure to perform would result in a condition precedent to our completing the merger not being satisfied, and such breach or failure cannot be cured by the end date.

Market Price of ZEVEX Common Stock

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ZEVEX International, Inc.’s common stock is quoted on the NASDAQ stock exchange (the “NASDAQ”) under the symbol “ZVXI”. On January 12, 2007, which was the last trading day prior to the time we announced the merger, the closing price of Company’s common stock was $9.37 per share. On [__________ ___, ____], which was the last trading day before the date of this proxy statement, the closing price of Company’s common stock was at $[_____] per share.

Appraisal Rights

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Stockholders of the Company are entitled to statutory appraisal rights under Delaware law in connection with the merger. This means that, if you so choose, you are entitled to have the value of your shares determined by the Delaware Court of Chancery and to receive payment for your shares that is based on that valuation. The amount you would receive as a dissenting stockholder in an appraisal proceeding may be more than, the same as, or less than the amount you would have received under the merger agreement. To exercise your appraisal rights, you must submit a written demand for appraisal to the Company before the vote is taken on the merger agreement, you must not vote in favor of the approval of the merger agreement, and you must meet certain other requirements as described herein. Please read “The Special Meeting—Appraisal Rights” and “Dissenters’ Rights of Appraisal” for more information.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement and the documents to which we refer herein contain forward-looking statements based on estimates and assumptions. Forward-looking statements include information concerning possible or assumed future results of operations of the Company, the expected completion and timing of the merger, and other information relating to the merger. There are forward-looking statements under various headings of this proxy statement, including, among others, under “Summary,” “The Merger,” “The Merger—Opinion of A.G. Edwards,” and in statements containing the words, “believes,” “plans,” “expects,” “anticipates,” “intends,” “estimates,” or other similar expressions. These forward-looking statements involve both known and unknown risks and uncertainties. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the actual results or developments that we anticipate will be realized or, even if realized, that they will have the anticipated effects on the business or operations of the Company. These forward-looking statements speak only as of the date on which the statements were made, and we undertake no obligation to update or revise any forward-looking statements that we have made in this proxy statement as a result of new information, future events, or otherwise. In addition to other factors and matters contained or incorporated in this proxy statement, we believe that the following factors could cause our actual results to differ materially from those results that are discussed in the forward-looking statements:

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14

THE PARTIES TO THE MERGER

ZEVEX International, Inc.

ZEVEX International, Inc. (in this proxy statement, the terms “ZEVEX,” “Company,” “we,” “our,” “ours,” and “us” refer to ZEVEX International, Inc. and its subsidiary), through its divisions and subsidiary, engages in the business of designing, manufacturing, and distributing medical devices. Our Therapeutics division manufactures and markets enteral nutrition delivery devices. Our Applied Technology division designs and manufactures advanced medical components and systems for medical technology companies. We develop and manufacture high quality medical products, which embody our core competencies in sensing, fluid management, surgical ultrasound technologies, and other patented and proprietary medical device technologies. Our business model emphasizes product development and manufacturing, and we distribute our products through selected medical device marketing companies and distributors. We employ product and territory managers to ensure that our services and sales support are complementary to the quality of our innovative products. This distribution strategy allows us to leverage our expertise and technology across diverse applications, while remaining focused on our core competencies.

The Company is incorporated in the state of Delaware with its principal offices at 4314 ZEVEX Park Lane, Salt Lake City, Utah 84123. Our telephone number at that location is (801) 264-1001.

Moog Inc.

Moog Inc., , a New York corporation, referred to herein as “Moog,” is a worldwide designer, manufacturer, and integrator of precision control components and systems. Moog’s high-performance systems control military and commercial aircraft, satellites and space vehicles, launch vehicles, missiles, automated industrial machinery, and medical equipment.

Moog is incorporated in the state of New York with its principal offices at Seneca & Jamison Road, East Aurora, New York 14052. Its telephone number at that location is (716) 652-2000.

Pumpco Acquisition Corp.

Pumpco Acquisition Corp., sometimes referred to herein as the “Merger Sub,” is a Delaware corporation and a wholly-owned subsidiary of Moog. Pumpco Acquisition Corp. was organized solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement. It has not conducted any activities to date other than activities that are incidental to its formation and activities in connection with the merger agreement. Under the terms of the merger agreement, Pumpco Acquisition Corp. will merge with and into the Company. The Company will survive the merger and Pumpco Acquisition Corp. will cease to exist.

Merger Sub’s principal executive offices are located at Seneca & Jamison Road, East Aurora, New York 14052. Its telephone number at that location is (716) 652-2000.

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THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by our Board of Directors for use at the special meeting to be held on [________ ___, ____], starting at 9:00 a.m. Mountain Standard Time, at the Company’s corporate offices, 4314 ZEVEX Park Lane, Salt Lake City, Utah 84123, or at any postponement or adjournment thereof. The purpose of the special meeting is for our stockholders to consider and vote upon the approval of the merger agreement. If the stockholders fail to approve the merger agreement, the merger will not occur. A copy of the merger agreement is attached to this proxy statement as Annex A. This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about [__________ ___, ____].

Record Date and Quorum

The holders of record of the Company’s common stock as of the close of business on [__________, ____], the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. On the record date, there were [__________] shares of the Company’s common stock outstanding and entitled to vote.

In order to hold the special meeting, a quorum must be present. A quorum is a majority of the outstanding shares of the Company’s common stock on the record date who are represented in person or by proxy at the special meeting. Any shares of the Company’s common stock held in treasury by the Company or by its subsidiary are not considered to be outstanding for purposes of determining a quorum. Abstentions and broker non-votes are counted as present for the purpose of determining whether a quorum is present. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting and any postponement or adjournment of the special meeting. If a new record date is set for the adjourned special meeting, however, then a new quorum will need to be established.

Required Vote

Completion of the merger requires the approval of the merger agreement by the affirmative vote of the holders of a majority of the Company’s common stock outstanding on the record date. Each outstanding share of the Company’s common stock on the record date entitles the holder to one vote at the special meeting. Abstentions and broker non-votes will have the effect of votes AGAINST the approval of the merger agreement.

As of January 11, 2007, the directors and current executive officers of the Company beneficially owned, in the aggregate, 623,195 shares of the Company’s common stock, representing approximately 11% of our outstanding common stock on such date. In addition to these shares, these directors and officers hold options and restricted stock units to acquire shares of the Company’s common stock.

Each of the following individuals has entered into a stock voting agreement with respect to the shares of our common stock that they beneficially own:

As of January 11, 2007, an aggregate of 555,694 shares, representing approximately 9.8% of our outstanding common stock, were subject to these two stock voting agreements. In addition to these shares, Messrs. McNally and McStotts hold options and restricted stock units to acquire shares of common stock, which, upon exercise, would also become subject to these voting agreements. These holders have agreed to, among other things, vote all of these shares in favor of the approval of the merger agreement and against any competing transaction proposed to the Company’s stockholders and have delivered an irrevocable proxy to Moog for the purpose of voting such shares. These stock voting agreements will terminate upon the earlier of (i) the termination of the merger agreement, (ii) the effective time of the merger, or (iii) the mutual consent of the parties thereto. For further information, please read “Stock Voting Agreements.”

For the proposal to adjourn or postpone the meeting, if necessary or appropriate, stockholders holding at least a majority of the votes that are represented in person or by proxy must vote “FOR” the proposal. Broker non-votes will have no effect on such proposal, but abstentions will effectively be counted as a vote AGAINST such proposal.

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Appraisal Rights

Stockholders are entitled to statutory appraisal rights under Delaware law in connection with the merger. This means that, if you so choose, you are entitled to have the value of your shares determined by the Delaware Court of Chancery and to receive payment for your shares that is based on that valuation. The amount you would receive as a dissenting stockholder in any such appraisal proceeding may be more than, the same as, or less than the amount that you would have received under the merger agreement.

To exercise your appraisal rights, you must submit a written demand for appraisal to the Company before the vote is taken on the merger agreement, you must not vote in favor of the approval of the merger agreement, and you must meet certain other requirements described herein. For further information regarding your statutory appraisal rights, please read “Dissenters’ Rights of Appraisal.”

Proxies; Revocation

If you are a stockholder of record and submit a proxy by returning a signed proxy card by mail, your shares will be voted at the special meeting as you indicated on your proxy card. If no instructions are indicated on your signed and returned proxy card, your shares of the Company’s common stock will be voted “FOR” the approval of the merger agreement and “FOR” any postponement or adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies to obtain a quorum or to approve the merger agreement.

If your shares are held in “street name” by your broker, you should instruct your broker how to vote your shares, using the instructions provided by your broker. If you have not received such voting instructions or require further information regarding such voting instructions, please contact your broker, and your broker will give you directions on how to vote your shares. Shares of common stock that are held by persons attending the special meeting but not voting, or shares for which the Company has received proxies but with respect to which holders have abstained from voting, will be considered abstentions. Abstentions and broker non-votes, if any, will be treated as shares that are present and entitled to vote at the special meeting for purposes of determining whether a quorum exists, but will effectively be counted as a vote AGAINST the approval of the merger agreement. A broker non-vote occurs on an item when a broker is not permitted to vote on that item without instructions from the beneficial owner of the shares and when such beneficial holder has not given such instructions to that broker.

If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken at the special meeting. To revoke your proxy, you must either (i) deliver to our Secretary at the principal executive offices of the Company a written revocation of such proxy, (ii) submit by mail a proxy dated after the date of the proxy you wish to revoke, or (iii) attend the special meeting and vote your shares in person. Attendance at the special meeting alone will not constitute revocation of a proxy; you must also vote your shares at the meeting.

Please note that if you have instructed your broker to vote your shares, the options for revoking your proxy described in the paragraph above do not apply and, instead, if you wish to change your vote, you must follow the directions that are provided to you by your broker.

We do not expect that any matters other than the approval of the merger agreement and approval of the adjournment or postponement of the meeting, if necessary or appropriate to solicit additional proxies, will be brought before the special meeting. If, however, any such other matter is properly presented at the special meeting or any adjournment or postponement thereof, the persons that you have appointed as proxies will have discretionary authority to vote your shares in accordance with their discretion.

Submitting Proxies Via the Internet or by Telephone

Many stockholders who hold their shares through a broker or bank may have the option to submit their proxies or voting instructions via the Internet or by telephone. If your shares are held in “street name,” you should check the voting instruction card that has been provided to you by your broker and follow the instructions that have been provided for Internet or telephone voting on that card.

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Adjournments and Postponements

The special meeting may be adjourned or postponed for the purpose of soliciting additional proxies, if necessary or appropriate, to establish a quorum or to approve the merger agreement. Any adjournment may be made without notice by announcement at the special meeting of the new date, time, and place of the special meeting; provided, that, if the meeting is adjourned to a date that is more than 60 days later than the original meeting date, our Board of Directors must set a new record date for the meeting. Whether or not a quorum exists, holders of a majority of the shares of the Company’s common stock who are present in person or by proxy at the special meeting and entitled to vote thereat may adjourn the special meeting. Additionally, before a quorum is established for the special meeting, our Board of Directors may postpone the meeting. Any signed proxies received by the Company in which no voting instructions are provided on such matter will be voted “FOR” an adjournment in these circumstances. Broker non-votes will have no effect on a proposal to adjourn or postpone the meeting. Abstentions will be treated as a vote AGAINST a proposal to adjourn or postpone the meeting. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow the Company’s stockholders who have already sent in their proxies to revoke them at any time prior to the special meeting, as adjourned or postponed.

Solicitation of Proxies

This proxy solicitation is made by the Company, and the Company will pay the cost of such solicitation. In addition to soliciting proxies by mail, the Company’s directors, officers, and employees may solicit proxies personally and by telephone, facsimile, or other electronic means of communication. These persons will not receive additional or special compensation for such solicitation services. In addition, we may engage the services of DJ King & Co., at our expense, to solicit additional proxies by telephone. If we do so, we anticipate the cost of such engagement will be approximately $25,000. The Company will, upon request, reimburse brokers, banks, and other nominees for their reasonable expenses in sending proxy materials to their customers and in obtaining their voting instructions.

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THE MERGER

Background

As part of its ongoing evaluation of the Company’s business and strategic direction, our Board of Directors and members of our senior management have evaluated from time to time the Company’s strategic alternatives and prospects for continued operations as an independent company. Our Board of Directors is generally of the view that, in order to maximize shareholder value, it should be receptive to opportunities to acquire other businesses or to be acquired by another entity.

On April 27, 2006, Moog Vice President, Mr. Martin Berardi, and Mr. Sean Insalaco, Director of Global Marketing for Moog’s Industrial group, visited the Company’s corporate offices in Salt Lake City, Utah, as part of Moog’s preliminary investigation into ZEVEX as a potential business development partner or possible acquisition candidate. Mr. Berardi and Mr. Insalaco met with several ZEVEX officers and directors, including Messrs. David McNally (CEO), Phill McStotts (CFO), and John Lemley (Chairman). Moog informed Messrs. McNally, McStotts, and Lemley that it intended to become a market leader in infusion pumps for medical applications and expressed a preliminary interest in acquiring ZEVEX to that end. Messrs. McNally, McStotts, and Lemley agreed that the ZEVEX Board of Directors should discuss the possibility of being acquired by Moog at the next board meeting.

Our Board of Directors met on May 24, 2006, at which time it discussed various long-range strategic opportunities, including Moog’s interest in acquiring the Company, valuation models based upon growth assumptions, raising capital for acquisition or expansion, and the filing of a shelf registration statement for the sale of securities. At that meeting, the Board of Directors made no decision in this regard and authorized Mr. McNally to enter into a non-disclosure agreement with Moog.

On June 1, 2006, ZEVEX entered into a non-disclosure agreement with Moog in order to discuss possible collaborations between the two companies.

On June 8, 2006, Messrs. McNally and McStotts met with Moog’s Chairman and Chief Executive Officer, Mr. Robert Brady, at Moog’s corporate offices in Buffalo, New York. Mr. Berardi, Mr. Insalaco, and Mr. Ramji Gupta, Director of Technology for Moog’s Medical Devices group, attended the meeting. At this meeting, Messrs. McNally and McStotts gave a presentation about ZEVEX, and the group discussed possible synergies that could be achieved by collaboration between the two companies. Moog informed Messrs. McNally and McStotts that Moog intended to complete an acquisition of a disposable mechanical intravenous pump company within the next few months. Moog also stated that it intended to invest in disposable electronic infusion pump technology. Moog reiterated its interest in acquiring ZEVEX. Because Moog and ZEVEX had similar growth strategies, among other reasons, Moog indicated that ZEVEX was an excellent target for an acquisition by Moog. Messrs. McNally and McStotts informed Moog that ZEVEX had several on-going projects to complete before discussing any valuation of ZEVEX for purposes of an acquisition by Moog or any business development activity. Messrs. Brady and Berardi indicated that Moog would like to visit ZEVEX again during the next two months.

During the following week, Mr. Brady proposed to Mr. McNally that he and Mr. Berardi visit ZEVEX facilities in Salt Lake City, Utah, on Friday, June 30, 2006, to which Mr. McNally agreed.

On June 30, 2006, Messrs. Brady and Berardi met with Messrs. McNally and McStotts and toured ZEVEX’s facility. The group discussed potential synergies that could be obtained between ZEVEX and Moog and the long-term strategy of both companies. Messrs. McNally and McStotts, however, indicated to Messrs. Brady and Berardi that any detailed discussion of an acquisition of ZEVEX by Moog, including a discussion of ZEVEX’s value, would be premature at that point in time because ZEVEX was in the process of executing several value-building opportunities. Mr. Brady requested that Messrs. McNally and McStotts contact him when ZEVEX was ready to discuss in more detail a possible acquisition of ZEVEX by Moog.

On July 14, 2006, Mr. Berardi phoned Mr. McNally to emphasize the leadership role that ZEVEX could play in Moog’s medical devices business and reiterated that Moog was committed to grow its Medical Devices group.

On July 26, 2006, our Board of Directors held a meeting, during which Messrs. McNally and McStotts provided an updated report to our Board of Directors on the current status of discussions with Moog. During that meeting, the Board of Directors authorized Mr. McNally to request that Moog submit a written proposal to acquire ZEVEX.

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On July 27, 2006, Mr. Berardi and Mr. McNally spoke about a letter of interest. In that conversation, Mr. Berardi agreed to provide a preliminary letter of interest to ZEVEX, which would include an estimate of ZEVEX’s acquisition price, based on ZEVEX’s financial statements.

During the month of August, Mr. Berardi contacted Mr. McNally to indicate Moog’s continued interest in the Company. On August 18, 2006, Mr. Berardi informed Mr. McNally that Moog planned to discuss the potential acquisition of ZEVEX at its August 22, 2006 board meeting. Mr. Berardi also expressed Moog’s intent to deliver a preliminary letter of interest to ZEVEX by the end of August. On August 25, 2006, Mr. Berardi informed Mr. McNally that Moog’s Board of Directors desired to explore the opportunity to acquire ZEVEX and that Moog would proceed with delivering a preliminary letter of interest to ZEVEX in the coming weeks.

Mr. McNally received Moog’s non-binding letter of interest (“Letter of Interest”) on September 1, 2006. The Letter of Interest indicated that Moog believed that ZEVEX would be a perfect fit for Medical Devices segment of Moog’s business and expressed an interest in acquiring ZEVEX for $85 million of Moog Class A Stock. Moog calculated that such a price represented at that time a 22% premium over the Company’s then current trading price, a trailing 12-month EBITDA multiple of 15.7, and that such multiple would be 19.2 if the gain from the settlement of a patent infringement claim in April of 2006 were excluded. This letter also included a number of qualifications that would need to be satisfied before Moog could complete any acquisition of the Company, such as satisfactory completion of a due diligence effort, board approval, and the execution of acceptable retention agreements for key management personnel. The proposal was to expire on September 22, 2006, unless ZEVEX and Moog entered into a customary exclusivity agreement by that date.

After careful review of the Letter of Interest, Messrs. McNally, McStotts, and Lemley agreed that the Letter of Interest merited the consideration of ZEVEX’s Board of Directors. Our Board of Directors convened a special meeting by teleconference on Tuesday, September 12, 2006, to discuss the Letter of Interest. At that meeting, the Board of Directors discussed Moog’s proposed acquisition purchase price and the various transaction qualifications that Moog had set forth in the Letter of Interest. The Board of Directors also further discussed other business development activities, their likelihood of success, and their potential impact on the valuation of the Company, if successful. The Board of Directors concluded that ZEVEX should continue discussions with Moog, while driving forward on its potential business development initiatives.

Following our Board of Directors’ determination, Messrs. McNally, McStotts, and Lemley agreed to meet with Moog officers, including Mr. Brady, Mr. Robert Banta (Moog’s Executive Vice President and Chief Financial Officer), and Mr. Berardi, in Denver, Colorado, on Friday, September 22, 2006, to continue discussing Moog’s Letter of Interest and other possible business relationships between ZEVEX and Moog. During that September 22 meeting, the group discussed the strategic goals of both ZEVEX and Moog, ZEVEX’s infrastructure, infusion marketplace, and Moog’s prior acquisitions of McKinley Medical Corporation and certain assets of Curlin Medical, L.L.C. and affiliated companies. Moog indicated that the acquisition of ZEVEX would be instrumental in satisfying Moog’s goal of acquiring additional expertise in the medical device market, particularly in the areas of research and development, quality and regulatory affairs, and in operations. Mr. McNally presented to the group an abbreviated version of ZEVEX’s 2006 Strategic Plan, which outlined an executive overview, including a general description of ZEVEX’s business divisions and visions from a patient, customer, employee, supplier, shareholder, and community standpoint. This presentation included a review of the Company’s objectives with respect to research and development, operations, quality and regulatory affairs, sales and marketing, human resources, and finance and accounting. Among other things, Mr. McNally discussed ZEVEX’s products, markets, customers, competitors, and business opportunities. This presentation also included a discussion of ZEVEX’s planning methodology and growth strategy. At this meeting, Messrs. McNally, McStotts, and Lemley indicated a belief that the Company could demonstrate that it was worth more than the value that had been suggested by Moog. Moog indicated that they would reconsider this valuation in light of the additional information that the Company had provided. Based on these discussions, the parties agreed to work together to prepare estimates of synergies, cost reductions, and additional benefits that could result from Moog’s acquisition of ZEVEX. Messrs. McNally and McStotts and Messrs. Banta and Berardi arranged to meet again for further discussions on October 4th and 5th, 2006, in Salt Lake City, Utah.

During September 2006, in order to better evaluate any offer from Moog to acquire ZEVEX, Mr. McStotts prepared comprehensive models of ZEVEX’s projected revenue growth for the next few years. Messrs. McNally and Lemley and the other members of the Board of Directors studied these growth forecasts.

On October 4 and 5, 2006, Messrs. Banta, Berardi, and Gupta, along with Mr. Tim Pawlak, Moog’s corporate financial manager, and Mr. Paul Elwell, the General Manager of Moog’s Curlin Medical Inc. subsidiary, traveled to Salt

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Lake City, Utah, to meet with Messrs. McNally and McStotts and Ms. Andrea Kendell, ZEVEX’s Controller, to discuss financial models and the price of the proposed acquisition. During this meeting, Moog’s personnel were given tours of ZEVEX’s facilities. The group analyzed the potential synergies of combining the companies’ operations. The group also discussed the amortization of intangible assets that is associated with acquisitions.

On October 12, 2006, Messrs. McStotts and Berardi had a telephone conference regarding ZEVEX’s acquisition price. Mr. McStotts proposed a price of at least $100 million. On Monday, October 18, 2006, the parties held another conference call to further discuss the additional synergies that they had identified. This October 18 telephone conference call included Messrs. McNally and McStotts and Ms. Kendell, as well as Messrs. Banta, Berardi, Pawlak, Insalaco, and Gupta. On that call, Moog indicated that it was having difficulty, based on its initial evaluation, in justifying a higher valuation due to such factors as the effect of the amortization of intangible assets and backlog. Mr. McNally continued to assert that the Company was worth more than Moog’s proposed $85 million price. The group discussed whether Moog’s acquisition of ZEVEX could produce synergies and expense reductions beyond Moog’s valuation models. At this meeting, however, Moog affirmed its proposed $85 million price. The group also discussed whether ZEVEX’s implementation of various strategies for cost reductions of its pumps and disposable sets could significantly improve ZEVEX’s earnings before interest, taxes, depreciation and amortization (commonly referred to as EBITDA), thereby increasing the EBITDA component of Moog’s valuation of ZEVEX. During this telephone conference, Moog informed ZEVEX that it would like to proceed with further examination of the Company in order, first, to validate Moog’s valuation model, including synergies and cost reductions, and, then, to evaluate any additional benefits that could result from Moog’s acquisition of ZEVEX. Based on these discussions, Messrs. McNally and McStotts decided that the ZEVEX Board of Directors should meet to re-evaluate the entirety of ZEVEX’s discussions with Moog.

On October 25, 2006, our Board of Directors met and discussed whether we should pursue further discussions with Moog. The Board of Directors acknowledged that the trading price of the Company’s stock had dropped from $10.06 per share price on the date of the Letter of Interest to $7.51 per share on October 25^th. After a full examination of Moog’s valuation model, ZEVEX’s own revenue growth forecasts, and the potential advantages and disadvantages of ZEVEX’s being acquired by Moog, the Board of Directors agreed that further discussion with Moog was advisable and that ZEVEX should provide additional information to Moog.

On October 26, 2006, Messrs. McNally, McStotts, and Lemley participated in a telephone conference with Mr. Berardi. The group discussed ZEVEX’s valuation and, in particular, ZEVEX’s EBITDA performance. The parties agreed to continue negotiations, based on Moog’s proposed $85 million price, with Moog agreeing that the price would be increased if the Company was able to sign a possible distribution arrangement (which subsequently has not occurred). The group also discussed, among other things, the treatment of stock options and restricted stock units, potential lock-up periods, the continued employment and compensation of our personnel, and the post-acquisition organization of the Company. The group also discussed a schedule for Moog’s further examination of the Company.

On November 2, 2006, Moog provided the first of its due diligence request lists to ZEVEX. Messrs. McNally and McStotts and Ms. Kendell began gathering the requested information. This due diligence request was followed by meetings between Messrs. McNally and McStotts and Ms. Kendell and Messrs. Berardi, Pawlak, Insalaco, Elwell, and Gupta on November 6 and 7, 2006. During these meetings, the group reviewed and validated the projected synergies that would be created by ZEVEX’s acquisition by Moog, and Moog conducted further due diligence activities. The group continued its discussion of ZEVEX’s operations and capital structure.

On November 8, 2006, Messrs. McNally and McStotts traveled to Buffalo, New York, to give a presentation to Moog’s due diligence team. This presentation focused on ZEVEX’s past performance, forecasts, current operating margins, and the forecast for margin improvement in 2007 over the current year. Along with other members of Moog’s due diligence team, Messrs. Brady, Banta, and Berardi and Mr. Donald Fishback, Moog’s corporate controller, participated in these meetings for the entire day. The group further discussed the synergies that had been discussed in prior meetings. Moog again confirmed its willingness to proceed with the proposed merger based on the proposed $85 million price. Based on the fact that the negotiations by ZEVEX for a possible significant distribution arrangement had stalled, and based on the fact that the Company’s stock was then trading at $7.72 per share, we indicated our desire to proceed with the proposed merger at that $85 million price. During its final discussion, the group focused on the timing of further due diligence examinations, the timing of the proposed transaction, and the allocation of responsibilities.

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On November 13, 2006, Messrs. McNally and McStotts and Mr. Berardi, together with representatives from their respective legal counsel, held a telephone conference regarding the tax implications of the proposed acquisition structure and of Messrs. McNally’s and McStotts’ employment and severance agreements. During that call, Mr. Berardi proposed that the parties consider having Moog pay the acquisition price in cash instead of its stock. Messsr. McNally and McStotts agreed to consider that change in the proposal, which was later approved during the December 4, 2006, meeting of our Board of Directors, as described below.

The following week, on November 21, 2006, Messrs. McNally and McStotts held further telephone discussions with Messrs. Banta and Berardi regarding the tax implications of the all-cash purchase proposal, the payment of their severance agreements, and possible future employment arrangements for the two of them with the surviving corporation.

On November 29, 2006, we received the first draft of a merger agreement from Moog’s legal counsel, Hodgson Russ, LLC (“Hodgson Russ”). On December 4, 2006, our Board of Directors met to review a draft merger agreement and discussed the $12.59 per share purchase offer from Moog. The Board of Directors also reviewed how our outstanding stock options would be settled and the calculation of the cash share price offer. A representative from our legal counsel, Jones Waldo Holbrook & McDonough PC (“Jones Waldo”), participated in that meeting.

In subsequent exchanges of correspondence between Mr. McStotts and Mr. Banta, Moog indicated that it was calculating the offered per share price based on the $85,000,000 offer price divided by the total number of shares, options and restricted stock units outstanding, with the additional assumption that all option holders would exercise their options by paying the applicable exercise price in cash to the Company (estimated at approximately $4.0 million in total). We noted that we disagreed with such calculation, and asserted that options should not be assumed to be exercised with cash because it was not required of the option holders. We asserted instead that the per share price should be calculated based on an $85,000,000 offer price, subtracting the net cash to be paid to all option holders as if all options had been exercised in a cashless manner, and dividing the difference by the estimated total number of common stock shares that would then be outstanding (which would result in a per share price of $13.19 per share).

On December 4, 2006, our Board of Directors met and agreed in principal with the proposed merger agreement, including the cash terms of the transaction, but directed management to continue discussion regarding the offered price of $12.59 per share and certain other material provisions of the agreement. The Board of Directors also discussed obtaining a favorable fairness opinion for the merger from an independent firm.

On December 6, 2006, Messrs. McNally and McStotts, Ms. Kendell, together with representatives from the law firm of Jones Waldo, met with Messrs. Banta, Berardi, and Pawlak in Chicago, Illinois, to discuss the merger agreement. Moog’s outside legal counsel also participated in that meeting. Among other things, the group discussed the calculation of termination fees, director and officer indemnification, and whether or not the calculation of the per share purchase price should reflect the cash that would be paid to the Company upon exercise of the Company’s outstanding stock options. Among other things, Mr. McNally proposed a per share purchase price of $13.19 and a breakup fee from Moog to the Company under certain conditions. The group was unable to agree on certain items, including the proper calculation of per share price, the termination fees and the terms of director and officer indemnification.

On December 8, 2006, our Board of Directors held a special meeting with outside legal counsel present. Counsel discussed with the Board of Directors the material terms of the proposed merger agreement. Counsel also discussed with the Board of Directors its fiduciary duty to the stockholders. The Board of Directors empowered Mr. McNally to make a counter-offer to Moog. The Board of Directors also directed management to engage an investment banking firm to provide a fairness opinion with respect to the proposed merger. On that same day, Mr. McNally spoke with Messrs. Berardi and Banta to propose a purchase price of $13.00 per share (representing a total payment of approximately $83,800,000 to our stockholders, option holders and restricted stock unit holders), with no breakup fees to be paid to the Company by Moog. Moog agreed to continue negotiations based on that proposal.

During the next two weeks, teams from Moog visited ZEVEX for extensive due diligence work. Mr. McNally and Mr. Berardi continued negotiating the treatment of the existing severance agreements with Mr. McNally and Mr. McStotts, along with the terms of the proposed employment agreements for Mr. McNally and Mr. McStotts, who would remain with the Company following the acquisition.

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Between December 5, 2006, and January 12, 2007, Jones Waldo and Hodgson Russ negotiated and exchanged drafts of the proposed merger agreement and related voting and employment agreements. During this period numerous communications took place between ZEVEX and Moog as to the various sections in the proposed merger agreement. Also during this period, the companies discussed the timing of the signing and closing of the merger, continued due diligence examinations, and the preparation of the disclosure schedules to the merger agreement.

On December 18, 2006, our Board of Directors approved the hiring of A.G. Edwards & Sons, Inc., as financial advisor to ZEVEX, for the purpose of rendering an opinion to the Board of Directors as to the fairness of the proposed transaction to our stockholders.

On January 8, 2007, the ZEVEX Board of Directors held a special meeting to consider the proposed merger, at which meeting representatives of A.G. Edwards and Jones Waldo were also present.

During the meeting of our Board of Directors, management and representatives of Jones Waldo then summarized for the Board of Directors the current financial performance of the Company and the material terms and conditions of the proposed merger agreement, voting agreements, and other transaction documents. Management and Jones Waldo then responded to questions from the Board of Directors regarding the merger agreement and the related documents. The Board of Directors also discussed and considered the severance agreements with Messrs. McNally and McStotts, together with the accelerated vesting of equity compensation to each of them and to other directors, officer, and employees of the Company. The Board of Directors, management, and Jones Waldo then discussed the outstanding legal and business issues relating to the proposed merger and the reasons for and against the merger.

On January 11, 2007, representatives of A.G. Edwards presented to the ZEVEX Board of Directors an updated financial analysis of the proposed merger and, following a discussion with our Board of Directors, rendered its opinion to our Board of Directors that, as of January 11, 2007, and, based upon and subject to the assumptions, factors and qualifications set forth in its opinion, the $13.00 per share cash merger consideration to be received by the holders of our common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders. A.G. Edwards then excused themselves from the meeting and our Board of Directors met with Jones Waldo to consider further the merger and related transactions.

On January 12, 2007, by written consent, our Board of Directors unanimously: (i) determined that the merger and the merger agreement were advisable and in the best interest of the Company and its stockholders; (ii) approved the merger agreement, the ancillary transaction documents, and each of the transactions contemplated thereby; (iii) authorized management to execute the definitive merger agreement; and (iv) resolved to recommend that the stockholders of the Company vote in favor of the approval of the merger agreement.

Subsequently, on that same day, the definitive merger agreement and the voting agreements were executed by the parties. Following the execution of those agreements, each of the Company and Moog issued separate press releases, announcing the merger agreement and the proposed merger.

Reasons for the Merger

In determining to adopt and approve the merger agreement and the merger, our Board of Directors considered the following material factors, among others:

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announcement of the merger; (i) a 34% premium to the average price per share of our common stock during the 30-day period beginning December 13, 2006; (ii) a 41% premium to the average price per share of our common stock during the 60-day period beginning November 13, 2006; (iii) a 31% premium to the average price per share of our common stock during the 180-day period beginning July 13, 2006; and (iv) a 19% premium to the average price per share of our common stock during the 360-day period beginning January 13, 2006;

Our Board of Directors also considered the following potentially adverse factors concerning the merger and balanced them against the potential benefits of the merger:

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After taking into account all of the factors set forth above, as well as others, our Board of Directors agreed that the benefits of the merger outweigh the risks and that the merger is advisable and in the best interest of the Company and its stockholders. Our Board of Directors has unanimously approved and adopted the merger agreement and recommends that the Company’s stockholders vote “FOR” the approval of the merger agreement at the special meeting.

Our Board of Directors did not assign relative weights to the above factors or the other factors considered by it. In addition, our Board of Directors did not reach any specific conclusion on each factor considered, but conducted an overall analysis of these factors. Individual members of our Board of Directors may have given different weights to different factors.

Recommendation of the Company’s Board of Directors

After careful consideration, our Board of Directors:

Opinion of A.G. Edwards

On January 11, 2007, A.G. Edwards delivered its written opinion to the Board of Directors that, as of that date, and based upon and subject to the various considerations set forth in the opinion, the consideration to be paid by Moog was fair, from a financial point of view, to the ZEVEX stockholders.

The full text of the A.G. Edwards opinion is included as Annex B to this proxy statement and is incorporated into this proxy statement by reference. The description of the A.G. Edwards fairness opinion that is set forth in this proxy statement is qualified in its entirety by reference to the full text of the A.G. Edwards opinion that is set forth in Annex B. You are urged to read the A.G. Edwards opinion carefully in its entirety for a description of the procedures followed,

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assumptions made, matters considered and qualifications and limitations on the review undertaken by A.G. Edwards in connection with its opinion. A.G. Edwards’ written opinion was prepared for the information of our Board of Directors and only addresses the fairness, from a financial point of view, to the holders of our common stock of the $13.00 per share in cash to be paid to such holders upon the closing of the merger. A.G. Edwards’ written opinion does not address the merits of the underlying decision by the Company to engage in the merger or any other aspect of the merger and does not constitute a recommendation to any stockholder as to how the stockholder should vote on any matter relating to the merger.

In connection with this opinion, A.G. Edwards has reviewed and considered such financial and other matters as it deemed relevant, including, among other things:

In preparing its opinion, A.G. Edwards has assumed and relied upon, without independent verification, the accuracy and completeness of all financial and other information publicly available, furnished to, or otherwise discussed with A.G. Edwards, including financial statements and financial projections as provided to A.G. Edwards by the management of ZEVEX. With respect to financial statements, financial projections and other information provided to or otherwise discussed with A.G. Edwards, A.G. Edwards has assumed and was advised by the management of ZEVEX that such financial statements, projections, and other information were reasonably prepared on a basis that reflects the best currently available estimates and judgments of the management of ZEVEX as to the historical financial performance and the expected future financial performance of ZEVEX. A.G. Edwards was not engaged to, and did not, independently verify the accuracy or completeness of any such information, nor does it express an opinion with respect thereto. A.G. Edwards has relied upon the assurances of the management of ZEVEX that it is not aware of any facts that would make such information materially inaccurate or misleading. A.G. Edwards performed no audit of assets or liabilities and no appraisal of assets or liabilities of ZEVEX, nor has A.G. Edwards been furnished with any such appraisals. A.G. Edwards also did not independently attempt to assess or value any of the intangible assets of ZEVEX (including goodwill), nor did it make any independent assumptions with respect to the application of intangible assets in the merger. A.G. Edwards has also assumed that no legal or regulatory

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changes that occur after January 12, 2007, will have a material impact ZEVEX’s operations, financial condition, or future prospects.

The following is a summary of the material financial analyses presented by A.G. Edwards to the Board of Directors on January 11, 2007, in connection with the Board of Directors’ consideration of the merger. It does not purport to be a complete description of the analyses performed or the matters considered by A.G. Edwards in rendering its opinion. Neither the fact that any specific analyses have been referred to in the summary below nor the order in which these analyses are described is meant to indicate that such analysis was given greater weight than any other analysis. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before January 11, 2007 and is not necessarily indicative of current market conditions.

Comparable Company Analysis. Using publicly available information, A.G. Edwards reviewed and compared ZEVEX with financial and operating information of 13 companies in the medical device and/or contract manufacturing industries. The companies were: Atrion Corporation; CAS Medical Systems, Inc.; Criticare Systems, Inc.; Enpath Medical, Inc.; I-Flow Corporation; Microtek Medical Holdings, Inc.; Misonix, Inc.; Synovis Life Technologies, Inc.; CardioDynamics International Corporation; Plexus Corp.; LaBarge, Inc.; Utah Medical Products, Inc.; and Merit Medical Systems, Inc.

While noting that none of the comparable public companies listed above is identical to ZEVEX, A.G. Edwards compared the publicly available financial information of those companies to the financial performance of ZEVEX. Such information included the total market capitalization divided by last twelve months (“LTM”) sales, estimated 2006 sales, estimated 2007 sales, LTM earnings before interest, taxes, depreciation, and amortization (“EBITDA”), LTM earnings before interest and taxes (“EBIT”), the stock trading price divided by LTM earnings per share (“EPS”), estimated 2006 EPS, and estimated 2007 EPS. These earnings per share estimates were taken from the Institutional Brokers’ Estimate System (“IBES”) database.

The following table presents, as of January 10, 2007, the mean and median multiples described above for these comparable companies. A.G. Edwards noted that several of these comparable companies had limited or no research coverage and that, for that reason, it had relied more on historical financials than on the limited projected sales and earnings numbers for these companies.

Comparable Precedent Transaction Analysis. A.G. Edwards evaluated comparable precedent transactions to provide reference points for the application of market multiples for the transaction. This analysis represented recent market prices paid by other acquirers and accepted by other sellers. A.G. Edwards identified approximately 50 transactions completed since November 1996 involving medical device companies, healthcare suppliers, and contract manufacturing companies. The transaction multiples that A.G. Edwards analyzed included the implied aggregate transaction value (the value paid for the relevant target company’s equity on a fully diluted basis plus total debt less cash and cash equivalents) as a multiple of LTM sales, LTM EBITDA, the LTM EBIT, and the implied equity value as a multiple of LTM earnings. The following table represents the metrics from the three transactions that A.G. Edwards considered to be most comparable and the mean and median values for each of these metrics for the entire group of these precedent transactions:

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A.G. Edwards focused its analysis on the sales, EBITDA, and EBIT multiples above and noted that the multiples paid for ZEVEX of 2.0x LTM sales, 18.9x LTM EBITDA, and 22.7x LTM EBIT were generally higher than those paid for other similar medical device and contract manufacturing company transactions and for the comparable companies, as described above. A.G. Edwards noted, however, that no transaction used as a comparison in the precedent transactions analysis is identical to the proposed merger, nor are any of the comparable public companies listed above identical to ZEVEX.

Subsequent to presenting its fairness analysis to the Board of Directors, A.G. Edwards noted what it believes to be a non-material error in the calculations affecting the figures for the mean LTM EBIT multiple and the mean LTM Earnings multiple for the precedent transactions. The multiples set forth in the previous chart reflects the corrected information. A.G. Edwards subsequently confirmed to ZEVEX that it would have delivered its fairness opinion even if the corrected information had been included in the original financial analysis.

Discounted Cash Flow Analysis. A.G. Edwards used a discounted cash flow analysis to establish a current value for the future projections of ZEVEX. This value was developed on a per share basis by discounting the expected unlevered operating cash flows, as projected by the ZEVEX management, to their present value, using discount rates ranging from 19% to 27%. The current net debt of ZEVEX was then subtracted from the present value of the unlevered cash flows and then divided by the current number of fully diluted shares to arrive at a per share value. This analysis was highly dependent on ZEVEX managements’ financial projections for ZEVEX and a calculated terminal value at the end of 2009, the last period of forecasted financial statements. A.G. Edwards utilized two terminal multiple scenarios using the following assumptions:

The discount rates utilized in this analysis were developed by calculating ZEVEX’s weighted average cost of capital, using its current beta of 1.75 as calculated by Bloomberg, its debt to equity ratio of 3.4% as of January 10, 2007, a 6.41% equity size premium, and a 7.2% market risk premium (source: Ibbotson Associates SBBI 2005 Yearbook), which resulted in an estimated cost of capital for ZEVEX of 22.9%. A.G Edwards discounted the free cash flow from both analyses above, using the range of discount rates, resulting in equity valuation ranges of $6.45 to $17.68 per share, using the revenue multiple method and equity valuation ranges of $9.25 to $15.65 per share, using the EBITDA multiple method. A.G Edwards then performed additional sensitivities to adjust revenue growth and EBIT margin assumptions for the 2007 to 2009 projections. Assuming a 23% discount rate, and a 1.5x 2009 revenue exit multiple (based on the median of the comparable precedent transactions), A.G. Edwards ran sensitivities adjusting 2007 to 2009 revenue growth from 10% to 30% and EBIT margins from 10% to 18%, resulting in equity valuation ranges of $7.36 to $13.33 per share. Using the same 23% discount rate but assuming an 11.0x 2009 EBITDA exit multiple (based on the median of the comparable precedent transactions), A.G. Edwards performed a similar analysis by adjusting the revenue growth and EBIT margins in the same manner, thereby resulting in equity valuation ranges of $6.57 to $17.97 per share.

Premium Paid Analysis. A.G. Edwards performed an analysis of the premiums paid for the stock of U.S. publicly traded companies in acquisitions since 2001. In the analysis, A.G. Edwards reviewed two groups of transactions and the premiums paid over the targets’ stock price one day, one month, three months, six months and one year prior to the announcement of the transaction. The first group included 37 transactions in which the targets were publicly traded healthcare companies. The second group included 2,308 transactions in which targets included all acquisitions of publicly traded companies since 2001. A.G. Edwards then compared the premium paid by Moog for ZEVEX to these two groups of transactions and found that the premium was consistent with the premiums paid in these two comparable groups.

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__________________________________

The preparation of a fairness opinion is a complex process and not necessarily susceptible to partial analyses or summary. A.G. Edwards believes that its analyses and the summary set forth above must be considered as a whole and that selecting portions of such analyses, without considering all analyses, would create an incomplete view of the processes underlying the analyses set forth in the A.G. Edwards report and its fairness opinion. In rendering its fairness opinion, A.G. Edwards applied its judgment to a variety of complex analyses and assumptions. A.G. Edwards may have given various analyses more or less weight than other analyses and may have deemed various assumptions more or less probable than other assumptions. The assumptions made and the judgments applied by A.G. Edwards in rendering its opinion are not readily susceptible to description beyond that set forth in the written text of the fairness opinion itself.

In performing its analyses, A.G. Edwards made numerous assumptions with respect to the business of ZEVEX and the markets in which it competes. In addition, A.G. Edwards made numerous assumptions with respect to general business and economic conditions, which are beyond the control of ZEVEX. These analyses by A.G. Edwards are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable to ZEVEX than suggested by such analyses. Such analyses were prepared solely in relation to A.G. Edwards’ evaluation of the fairness, from a financial point of view, to ZEVEX’s stockholders of the consideration to be received pursuant to the merger agreement and were provided to the Board of Directors in connection with the delivery of this fairness opinion. In addition, as described above, A.G. Edwards’ opinion and presentation to the Board of Directors was one of many factors taken into consideration by the Board of Directors in making its determination to approve the merger agreement.

A.G. Edwards was not engaged to and did not review, nor is it expressing any opinion with respect to, the advisability of the merger or any alternative transaction or strategic alternative that may be available to ZEVEX. A.G. Edwards’ opinion also does not address the merits of the underlying decision by the ZEVEX Board of Directors to engage in the merger. A.G. Edwards did not recommend a specific price per share to ZEVEX or its Board of Directors. The consideration to be paid in the merger was determined through arms-length negotiations between ZEVEX and Moog and was approved by the Board of Directors.

It should be understood that subsequent developments may affect A.G. Edwards’ opinion, and A.G. Edwards does not have any obligation to update, revise, or reaffirm its opinion. It expressly disclaims any responsibility to do so.

A.G. Edwards, as part of its investment banking business, is regularly engaged in the valuation of securities and businesses in connection with various types of transactions. In the ordinary course of business, A.G. Edwards and/or its affiliates may actively trade in the equity securities of ZEVEX and/or Moog for its own account and/or for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities. A.G. Edwards has indicated it is not aware of any present or contemplated relationship between it and ZEVEX or between it and Moog that, in A.G. Edwards’ opinion, would affect its ability to render a fair and independent opinion in this matter.

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We engaged A.G. Edwards to act as our exclusive financial advisor with respect to a proposed combination with Moog and to provide a fairness opinion based on A.G. Edwards’ qualifications, expertise, and reputation as an investment banking firm with substantial experience in the medical device industry and in advising on transactions that are similar to the merger.

In connection with A.G. Edwards’ services as financial advisor to the Board of Directors, we agreed to pay A.G. Edwards a fee of $225,000 upon the delivery of A.G. Edwards’ opinion and reimburse A.G. Edwards for its reasonable out-of-pocket expenses (including attorneys’ fees). We also agreed to indemnify A.G. Edwards, its directors, officers, agents, and affiliates for certain liabilities that may arise out of the rendering of its opinion and any related activities as financial advisor to the Board of Directors, including certain liabilities under U.S. federal securities laws.

Effects on the Company if the Merger is Not Completed

If the merger agreement is not approved and adopted by the Company’s stockholders or if the merger is not completed for any other reason, stockholders will not receive any payment for their shares in connection with the merger. Instead, the Company will remain an independent public company and its common stock will continue to be listed and traded on the NASDAQ. In addition, if the merger is not completed, we expect that management will operate the business in a manner that is similar to that in which it is being operated today and that the Company’s stockholders will continue to be subject to the same risks and opportunities as they currently are subject, including, among other things, the nature of our industry on which the Company’s business largely depends and general economic and market conditions. Further, we will have incurred substantial legal, accounting and other expenses (currently estimated to be as much as $550,000) pursuing the merger, and, under certain circumstances, we may have to pay Moog its expenses and a $2,750,000 termination fee, all of which would have a substantial adverse effect on our financial performance during the fiscal periods in which such costs were incurred. Accordingly, if the merger is not completed, we cannot predict the effect of these risks and opportunities on the future value of your shares. From time to time, our Board of Directors will evaluate and review the business operations, properties, dividend policy, and capitalization of the Company (among other things), make such changes as are deemed appropriate, and continue to seek to identify strategic alternatives to maximize stockholder value, including acquisitions of companies in our industry. If the merger agreement is not approved and adopted by the Company’s stockholders or if the merger is not completed for any other reason, we cannot assure you that any other transaction that is acceptable to the Company will be offered or that the business, prospects, or results of operations of the Company will not be adversely impacted.

Financing of the Merger Consideration

Moog estimates that the total amount of funds necessary to complete the merger and the related transactions will be approximately $84,100,000, which includes the amounts to be paid out to the Company’s stockholders and option holders, and holders of restricted stock units and related fees and expenses in connection with the merger. These payments are expected to be funded by a combination of debt financing and available cash of Moog and Merger Sub. Moog intends to finance its payment of the merger consideration by drawing funds from its existing $600,000,000 loan facility pursuant to the Second Amended and Restated Loan Agreement, dated October 25, 2006, by and among Moog, HSBC Bank USA, National Association, as Administrative Agent, Swingline Lender and Arranger, Manufacturers and Traders Trust Company, as Syndication Agent, Bank of America, as Co-Documentation Agent and JPMorgan Chase Bank, N.A., as Co-Documentation Agent. This facility matures on October 25, 2011. Pursuant to this loan agreement, Moog may use the borrowed proceeds under the loan agreement for, among other things, acquisitions.

Moog has confirmed in the merger agreement that the required financing is available under and permitted by such credit facility. Moog has also committed in the merger agreement to maintain the ability to draw the funds for the merger under such credit facility. Moog, however, is not required to complete the merger until the Termination Date, as defined in the merger agreement, at which time it is possible that such financing will no longer be available. Under the merger agreement, Moog is required to notify the Company of such event and use commercially reasonable efforts to promptly replace the financing so that it can complete the merger. Please read “The Merger Agreement—Effective Time.”

Interests of the Company’s Directors and Executive Officers in the Merger

In considering the recommendation of the Company’s Board of Directors with respect to the merger, you should be aware that some of the Company’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of our stockholders generally. These interests may present these directors and officers with actual or

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potential conflicts of interest. These interests, to the extent material, are described below. The Company’s Board of Directors was aware of these interests and considered them, among other matters, in approving the merger agreement.

Treatment of Stock Options

As of January 11, 2007, there were 1,044,000 shares of our common stock subject to stock options that had been granted under the Amended 1993 Stock Option Plan and 1999 Stock Option Plan, Incentive Plan to our current employees, executive officers and directors. At the effective time of the merger, all company stock plans will be terminated and each outstanding and vested option for shares of common stock will automatically be converted into the right to receive a cash payment in an amount in cash, less applicable tax withholding and without interest, equal to the product of:

Our compensation committee has approved the vesting of all unvested options, with such vesting to be effective at the effective time of the merger. Payments for such options will be made by the Company through its customary payroll procedures and net of applicable withholding taxes. The following table summarizes the options held by our executive officers and directors as of January 11, 2007, and the consideration (not taking into account any applicable tax or other withholding) that each of them will receive pursuant to the merger agreement in connection with their options:

(1) All options held by the Company’s directors and executive officers will be vested at the effective time of the merger.

(2) The amounts set forth in this “Resulting Consideration” column are calculated based on the actual exercise prices underlying the related options, as opposed to the weighted average exercise price per share for these options.

(3) Chief Executive Officer, President and Director.

(4) Chief Financial Officer, Secretary, Treasurer, and Director.

(5) Chairman of the Board.

(6) Director.

(7) Director.

(8) Director.

(9) Director.

(10) Vice President.

Treatment of Restricted Stock Units

As of January 11, 2007, there were 60,400 restricted stock units outstanding and held by our employees, executive officers and directors under our 2006 Equity Incentive Plan. These restricted stock units may be settled in cash, stock, or a combination of both. These restricted stock units are convertible, in the aggregate, for 60,400 shares of the Company’s common stock. Under the terms of the merger agreement, at the effective time, each outstanding restricted stock unit that is

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convertible into shares of ZEVEX common stock will automatically be converted into the right to receive $13.00 in cash, without interest and less applicable tax withholding. Our compensation committee has approved the vesting of all unvested restricted stock units, with such vesting to be effective at the effective time of the merger. Payments for such restricted stock units will be made by the Company through its customary payroll procedures and net of applicable withholding taxes.

The following table summarizes the restricted stock held by our executive officers and directors as of January 11, 2007, and the consideration (not taking into account any applicable tax or other withholding) that each of them will ultimately receive pursuant to the merger agreement in connection with such restricted stock units:

Severance Arrangements

Two of our current executive officers have entered into agreements with us that contain change of control severance provisions. The closing of the merger under the merger agreement will be considered a change of control under such severance agreements. The ZEVEX Board of Directors has resolved to terminate and payout these severance agreements, in the aggregate amount of $1,124,133, immediately prior to the closing. The change of control severance provisions in these severance agreements for our executive officers are summarized below:

David J. McNally. Under an agreement entered into in 2001, the Company agreed to pay Mr. McNally a severance payment equal to 24 months of his current salary and annual bonus within 30 days of the occurrence of both of the following events: (i) (A) a majority change in the composition of the Board of Directors of ZEVEX, (B) the Company’s sale, acquisition, or consolidation (by merger or otherwise), which results in a change of ownership of at least 50% of outstanding stock of the Company, or (C) the Company’s sale of substantially all of its assets (collectively, a “Change in Control”); and (ii) within eighteen months following a Change in Control, the Company (A) terminates Mr. McNally’s employment without cause, or (B) reduces Mr. McNally’s salary or duties and responsibilities or requires relocation of Mr. McNally’s office more than fifty miles.

Phillip L McStotts. Under an agreement entered into in 2001, the Company agreed to pay Mr. McStotts a severance equal to 18 months of his then-current salary and annual bonus upon the occurrence of both of the following events,: (i) (A) a majority change in the composition of the Board of Directors of ZEVEX, (B) the Company’s sale, acquisition, or consolidation (by merger or otherwise), which results in a change of ownership of at least 50% of outstanding stock of the Company, or (C) the Company’s sale of substantially all of its assets (collectively, a “Change in Control”); and (ii) within eighteen months following a Change in Control, the Company (A) terminates Mr. McStotts’ employment, or (B)  reduces Mr. McStotts’s salary or duties and responsibilities or requires relocation of Mr. McStotts’s office more than fifty miles.

The following table shows the amount of total cash severance payments that the ZEVEX Board of Directors has determined to pay to these two executive officers immediately prior to the merger in total cancellation of such agreements, including the non-competition provisions thereof.

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(1) Excludes the value of acceleration and vesting of equity awards, as reported separately herein, and excludes the value of unpaid base salary as of the date of termination.

New Employment Agreements

In connection with the merger, two of our executive officers will enter into new employment agreements with the Company pursuant to which their employment is contemplated to continue with the Company after the completion of the merger, but on different terms than those prior to the merger. The material terms of such agreements are summarized below:

David J. McNally. Prior to the closing of the merger, Mr. McNally will enter into a new employment agreement with the Company, effective as of the closing date of the merger. Mr. McNally’s employment under this employment agreement will terminate on December 31, 2008. Under this employment agreement, Mr. McNally will be a Vice President of the Company, having duties as General Manager of the Company for the first year, and General Manager of Marketing and Sales for Moog’s medical products business for the second year. This employment agreement provides that Mr. McNally’s initial annual base salary will be $265,000 per year, unless increased in the discretion of the Company. Upon completion of the sixtieth day immediately succeeding the date of the employment agreement, Mr. McNally will receive from the Company a fixed bonus payment of $50,000. In addition, on or before December 31, 2007, Mr. McNally will receive a second fixed bonus payment from the Company of $100,000.

During the period of Mr. McNally’s continued employment with the Company, Mr. McNally will continue to participate in the Company’s “2007 Management Incentive Plan.” During 2008, Mr. McNally will participate in such bonus plan as the Company may then implement for Company executives, or if it fails to do so, then in an appropriate bonus arrangement that is consistent with Moog’s management profit sharing plan.

In the event Mr. McNally’s employment terminates or is terminated (i) by Mr. McNally for any reason except the Company’s breach of the employment agreement, or (ii) by Company for “cause” (as defined in the employment agreement), Mr. McNally will receive his base salary and accrued benefits through the last day of employment, but will have no further entitlement to additional compensation, including bonuses, severance pay, or any other Company-paid benefits or perquisites of employment. In the event Mr. McNally’s employment is terminated (i) upon his death or disability, (ii) by the Company for cause, or by Mr. McNally because of the Company’s breach of the employment agreement, he is entitled to his base salary, accrued bonuses and benefits to the date of termination, any unpaid fixed bonuses (as described above), and an additional payment equal to the lesser of (i) 360 day’s of base salary or (ii) his base salary for the remainder of the term.

Except for termination under circumstances resulting in the payment of severance as described above, Mr. McNally is prohibited from competing against the Company and Moog, and from soliciting certain customers or employees of the Company or Moog, during the term of the agreement and for a period of one year thereafter.

Phillip L. McStotts. Prior to the closing of the merger, Mr. McStotts will enter into a new employment agreement with the Company, effective as of the closing date of the merger. Mr. McStotts’s employment under this employment agreement will terminate on the last day of the sixth month following the effective date of the employment agreement. During the term of this employment agreement, Mr. McStotts’s title will be Transition Manager. This employment agreement provides that Mr. McStotts’s initial base salary will be $225,000 per year. Upon completion of the sixtieth day following the date of the employment agreement, Mr. McStotts will receive from the Company a fixed bonus payment in the sum of $50,000. In addition, upon completion of the one hundred-twentieth day following the date of the employment agreement, Mr. McStotts will receive a second fixed bonus payment of $50,000 from the Company. On the completion of the last day of the full term of the employment agreement, Mr. McStotts will receive a third fixed bonus payment of $50,000 from the Company.

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In the event Mr. McStotts’s employment terminates or is terminated (i) by Mr. McStotts for any reason except the Company’s breach of the employment agreement, or (ii) by Company for “cause” (as defined in the employment agreement), Mr. McStotts will receive his base salary and accrued benefits through the last day of employment, but will have no further entitlement to additional compensation, including bonuses, severance pay, or any other Company-paid benefits or perquisites of employment. In the event Mr. McStotts’s employment is terminated (i) upon his death or disability, (ii) by the Company for cause, or by Mr. McStotts because of the Company’s breach of the employment agreement, he is entitled to his base salary, accrued bonuses and benefits to the date of termination, any unpaid fixed bonuses (as described above), and an additional payment equal to the lesser of (a) 60 day’s of base salary or (b) his base salary for the remainder of the term.

Except for termination under circumstances resulting in the payment of severance as described above, Mr. McStotts is prohibited from competing against the Company and Moog and from soliciting certain customers or employees of the Company or Moog, during the term of the agreement and for a period of one year thereafter.

Indemnification and Insurance

For a period of five years after the closing of the merger, the surviving corporation agrees that it will indemnify and hold harmless each present director and officer of the Company or its subsidiary, determined as of the effective time (the “Indemnified Parties”), against any costs, or expenses (including reasonable attorneys’ fees, court costs, expert witness fees, travel costs, duplicating costs, etc.), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) that such person may incur in connection with any threatened, pending, or completed claim, action, suit, proceeding or investigation, whether brought by or in the right of the surviving corporation or otherwise. The aggregate indemnification obligations of the surviving corporation to the Indemnified Parties will not exceed $24,000,000. The surviving corporation shall advance expenses to such Indemnified Parties as they are incurred.

In the event of any such claim, action, suit, proceeding or investigation, the surviving corporation shall have the right to assume the defense thereof and the surviving corporation shall not be liable to such Indemnified Parties for any legal expenses of other counselor or any other expenses that may subsequently be incurred by such Indemnified Parties in connection with the defense thereof, except that if the surviving corporation does not elect to assume such defense, the Indemnified Parties may retain counsel satisfactory to them, and the surviving corporation shall be obligated to pay all reasonable fees and expenses of such counsel, with certain limitations, for the Indemnified Parties promptly as statements therefor are received.

Prior to the closing, the Company will obtain “tail” coverage to the existing policies of officers’ and directors’ liability insurance that has been maintained by the Company as of the date of the merger agreement (the “Existing Policy”), which “tail” coverage shall be for a period of no less than five years after the effective time. The amount of such “tail” policy or policies will be $24,000,000.

All other rights to indemnification under the certificate of incorporation, by-laws, the certificate of incorporation and by-laws of the Company’s subsidiary, or indemnification contracts or undertakings existing in favor of the Indemnified Parties shall terminate as of the closing of the merger.

Material United States Federal Income Tax Consequences

The following is a general discussion of the material U.S. federal income tax consequences of the merger to holders of our common stock. We base this summary on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable current and proposed U.S. Treasury Regulations, judicial authority, and administrative rulings and practice, all of which are subject to change, possibly on a retroactive basis.

For purposes of this discussion, we use the term “U.S. holder” to mean:

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A “non-U.S. holder” is a person (other than an entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes) that is not a U.S. holder.

This discussion assumes that a holder holds the shares of our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income tax that may be relevant to a holder in light of its particular circumstances or that may apply to a holder that is subject to special treatment under the U.S. federal income tax laws (including, for example, insurance companies, dealers in securities or foreign currencies, traders in securities who elect the mark-to-market method of accounting for their securities, stockholders subject to the alternative minimum tax, persons that have a functional currency other than the U.S. dollar, tax-exempt organizations, financial institutions, mutual funds, partnerships or other pass through entities for U.S. federal income tax purposes, controlled foreign corporations, passive foreign investment companies, certain expatriates, corporations that accumulate earnings to avoid U.S. federal income tax, corporations subject to anti-inversion rules, stockholders who hold shares of our common stock as part of a hedge, straddle, constructive sale or conversion transaction, or stockholders who acquired their shares of our common stock through the exercise of employee stock options or other compensation arrangements). In addition, this discussion does not address the U.S. federal income tax considerations that are applicable to holders of options or other derivative securities to purchase our common stock or the tax laws of any state, local, or foreign jurisdiction, and this summary does not address the tax consequences to holders of our common stock who exercise appraisal rights under Delaware law.

Holders are urged to consult their own tax advisors to determine the particular tax consequences, including the application and effect of any state, local, or foreign income and other tax laws, that may result from the receipt of cash in exchange for our common stock pursuant to the merger.

If a holder of our common stock is an entity that is treated as a partnership or other pass-through entity for U.S. federal income tax purposes, the tax treatment of an investor in such entity will generally depend upon the status of such investor and the activities of the partnership or other entity. Partnerships or other pass-through entities holding our common stock, and investors in such partnerships or members in such other entities, should consult their tax advisors regarding the tax consequences of the merger.

U.S. Holders

The receipt of cash in the merger by U.S. holders of our common stock will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder of our common stock will recognize gain or loss equal to the difference between:

If the holding period in our common stock that is surrendered in the merger is greater than one year as of the date of the merger, the gain or loss will be long-term capital gain or loss. The deductibility of a capital loss that is recognized upon the merger is subject to limitations under the Code. If a U.S. holder acquired different blocks of our common stock at different times and different prices, such holder must determine its adjusted tax basis and holding period separately with respect to each block of our common stock. Long-term capital gain of individual taxpayers is generally taxable at a maximum rate of 15%. Capital gain of corporate stockholders is generally taxable at the regular tax rates applicable to corporations.

Non-U.S. Holders

Any gain realized on the receipt of cash in the merger by a non-U.S. holder generally will not be subject to U.S. federal income tax unless:

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An individual non-U.S. holder that is described in the first bullet point immediately above will be subject to tax on the net gain derived from the merger under regular graduated U.S. federal income tax rates. If a non-U.S. holder that is a foreign corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain in the same manner as if it were a U.S person as defined under the Code and, in addition, may be subject to the branch profits tax equal to 30% of its effectively connected earnings and profits or at such lower rate as may be specified by an applicable income tax treaty. An individual non-U.S. holder that is described in the second bullet point immediately above will be subject to a flat 30% tax (or such lower rate as may be prescribed by an applicable United States income tax treaty) on the gain derived from the merger, which may be offset by U.S. source capital losses, even though the individual is not considered a resident of the United States.

If we are, or have been, a United States real property holding corporation at any time during the five years preceding the merger, a non-U.S. holder will be subject to U.S. federal income tax at regular graduated federal income tax rates with respect to gain realized pursuant to the merger and income tax withholding at a rate of 10% on the consideration received in the merger, unless the non-U.S. holder has not owned more than 5% of our common stock (directly or constructively) at any time during the five years preceding the merger. Such a non-U.S. holder may be entitled to a refund or credit against its United States tax liability, if any, with respect to the amount withheld, provided that the required information is furnished to the Internal Revenue Service (“IRS”) on a timely basis. We believe that we are not, have not been, and do not anticipate becoming a United States real property holding corporation for U.S. federal income tax purposes.

Each non-U.S. holder should consult with its own tax advisors regarding whether it will be subject to U.S. federal income tax as a result of the merger and whether any applicable income tax treaty may provide for rules different from those set forth above.

Backup Withholding

Information reporting and, depending on the circumstances, backup withholding will apply (currently at a rate of 28%) to payments made in connection with the merger, unless a holder (i) in the case of a U.S. holder, furnishes a correct taxpayer identification number and certifies that it is not subject to backup withholding on the IRS Form W-9 or substitute successor form, (ii) in the case of a non-U.S. holder, furnishes an applicable IRS Form W-8 or successor form, or (iii) is otherwise exempt from backup withholding. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against such holder’s U.S. federal income tax liability, provided that the required information is furnished to the IRS.

The foregoing does not purport to be a complete analysis of the potential tax considerations relating to the merger and is not tax advice. Therefore, holders of our common stock are urged to consult their tax advisors as to the specific tax consequences to them of the merger, including the applicability of federal, state, local, foreign, and other tax laws.

Regulatory Approvals

If a governmental entity asserts any objections with respect to the merger or challenges the merger on antitrust grounds, Moog and Merger Sub have agreed to use commercially reasonable efforts to take or cause to be taken all actions that are necessary or proper on their part under merger agreement and the transaction contemplated therein and the law to consummate and make effective the merger as soon as practicable. Subject to the qualifications set forth below, the parties shall take all reasonable steps as may be necessary to (a) prepare and file as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, and authorizations that are necessary or advisable to be obtained from any third party and/or any governmental entity in order to consummate the merger (including, but not limited to, those approvals, consents, orders, registrations, declarations, and filings (collectively, the “Required Approvals”)) and (b) obtain all such Required Approvals. Each of the Company, Moog and Merger Sub shall use its commercially reasonable

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efforts to resolve any objections to such Required Approvals, if any, as any governmental entity may threaten or assert with respect to merger agreement and the transactions contemplated therein in connection with the Required Approvals. The Company, Moog, and Merger Sub each shall, upon request by the other, furnish the other with all information concerning itself, its subsidiaries, affiliates, directors, officers and stockholders and such other matters as may reasonably be necessary in connection with this Proxy Statement or any other statement, filing, notice, or application that is made by or on behalf of the Company, Moog, or any of their respective subsidiaries to any third party and/or governmental entity in connection with the Merger and the transactions contemplated thereby.

The merger cannot be completed until the Company and Moog file a notification and report form under the HSR Act and the applicable waiting period has expired or been terminated. [The Company and Moog have previously filed such notification and report forms under the HSR Act with the Federal Trade Commission and the Antitrust Division of the Department of Justice, but the applicable waiting period has not yet expired or been terminated.] At any time before or after completion of the merger, the Antitrust Division of the Department of Justice or the Federal Trade Commission could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the Company or Moog. At any time before or after the completion of the merger, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the Company or Moog. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

Moog, the Company, and Merger Sub have agreed to supply as promptly as practicable any additional information and documentary material that may be required or requested pursuant to the HSR Act and to take all other actions that are reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that, Moog and Merger Sub shall not be required to implement any required divestiture, hold separate or similar transaction with respect to any assets or agree to waive any substantial rights or to accept any substantial limitation on its operations or to dispose of any significant assets in connection with obtaining any such consent or authorization.

Subject to the law relating to the sharing of information, Company, Moog, and Merger Sub shall have the right to review in advance and, to the extent practicable, each will consult the other on all the information relating to Company, Moog, or Merger Sub, as the case may be, and any of their respective subsidiaries that appears in any filing made with, or written materials submitted to, any third party and/or any governmental entity in connection with any legal proceeding arising under the HSR Act related to the merger and the transactions contemplated thereby. In exercising the foregoing right, each of the Company, Moog, and Merger Sub shall act reasonably and as promptly as practicable. None of the Company, Moog, or Merger Sub will agree to participate in any substantive meeting or discussion with any such governmental entity in respect of any filing, investigation, or inquiry that is related to any legal proceeding arising under the HSR Act that is related to the merger agreement or the merger, unless it consults with the other parties reasonably in advance and, to the extent permitted by such governmental entity, gives the other parties the opportunity to attend and participate.

While we cannot assure you that the merger will not be challenged by a governmental authority or private party on antitrust grounds, the Company, based in part on a review of information provided by Moog relating to the businesses in which it and its affiliates are engaged, believes that the merger can be effected in compliance with antitrust laws.

The merger will become effective at the time the certificate of merger is filed with the Secretary of State of Delaware (or such later time as is specified in the articles of merger).

Delisting and Deregistration of Common Stock

If the merger is completed, our common stock will be delisted from the NASDAQ and deregistered under the Securities Exchange Act of 1934 and we will no longer file periodic reports with the SEC on account of our common stock.

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DISSENTERS’ RIGHTS OF APPRAISAL

Under the Delaware General Corporation Law (the “DGCL”), you have the right to dissent from the merger and to receive payment in cash for the fair value of your common stock as determined by the Delaware Court of Chancery, together with a fair rate of interest, if any, as determined by the Chancery Court, in lieu of the consideration to which you would otherwise be entitled pursuant to the merger agreement. These rights are known as appraisal rights. The Company’s stockholders electing to exercise appraisal rights must comply with the provisions of Section 262 of the DGCL in order to perfect these rights. The Company will require strict compliance with the statutory procedures.

The following is intended as a brief summary of the material provisions of the Delaware statutory procedures that must be followed by a stockholder in order to dissent from the merger and perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which appears in Annex C to this proxy statement.

Section 262 requires that stockholders be notified that appraisal rights will be available not less than 20 days before the stockholders’ meeting to vote on the merger. A copy of Section 262 must be included with such notice. This proxy statement constitutes the Company’s notice to its stockholders of the availability of appraisal rights in connection with the merger in compliance with the requirements of Section 262. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262 contained in Annex C, because failure to timely and properly comply with the requirements of Section 262 will result in the loss of your appraisal rights under the DGCL.

If you elect to demand appraisal of your shares, you must satisfy each of the following conditions:

All demands for appraisal should be addressed to ZEVEX International, Inc., 4314 ZEVEX Park Lane, Salt Lake City, Utah 84123, Attention: Secretary, must be delivered before the vote on the merger agreement is taken at the special meeting, and should be executed by, or on behalf of, the record holder of the shares of common stock. The demand must reasonably inform the Company of the identity of the stockholder and the intention of the stockholder to demand appraisal of the shares.

To be effective, a demand for appraisal by a stockholder must be made by, or in the name of, such registered stockholder, fully and correctly, as such stockholder’s name appears on his, her or its stock certificate(s). Beneficial owners who do not also hold the shares of record may not directly make appraisal demands to the Company. The beneficial holder must, in such cases, have the registered owner, such as a broker or other nominee, submit the required demand in respect of those shares. If shares are owned of record in a fiduciary capacity, such as by a trustee, guardian, or custodian, the execution of a demand for appraisal should be made by or for the fiduciary. If the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all the joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner. A record owner, such as a broker, who holds shares as a nominee for others, may exercise his or her right of appraisal with respect to the shares that it holds for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand

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should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the demand will be presumed to cover all of the shares that are held in the name of the record owner.

If you hold your shares of common stock in a brokerage account or in other nominee form and you wish to exercise appraisal rights, you should consult with your broker or the other nominee to determine the appropriate procedures for making a demand for appraisal by the nominee.

Within 10 days after the effective time of the merger, the surviving corporation must give written notice that the merger has become effective to each Company stockholder who has properly filed a written demand for appraisal and who did not vote to approve the merger agreement. At any time within 60 days after the effective time of the merger, any stockholder who has demanded an appraisal has the right to withdraw the demand and to accept the cash payment specified by the merger agreement for his, her or its shares of common stock. Within 120 days after the effective date of the merger, any stockholder who has complied with Section 262 will, upon written request to the surviving corporation, be entitled to receive a written statement setting forth the aggregate number of shares not voted in favor of the merger agreement with respect to which demands for appraisal rights have been received and the aggregate number of holders of such shares. Such written statement must be mailed to the requesting stockholder within 10 days after such written request is received by the surviving corporation or within 10 days after expiration of the period for delivery of demands for appraisal, whichever is later. Within 120 days after the effective time of the merger, either the surviving corporation or any stockholder who has complied with the requirements of Section 262 may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all stockholders that are entitled to appraisal. Upon the filing of the petition by a stockholder, service of a copy of such petition must be made upon the surviving corporation. The surviving corporation has no obligation to file such a petition in the event that there are dissenting stockholders. Accordingly, the failure of a stockholder to file such a petition within the period specified could nullify the stockholder’s previously written demand for appraisal.

If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the surviving corporation, the surviving corporation will then be obligated, within 20 days after receiving service of a copy of the petition, to provide the Chancery Court with a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares and with whom agreements as to the value of their shares have not been reached by the surviving corporation. After notice to dissenting stockholders who have demanded appraisal of their shares, the Chancery Court is empowered to conduct a hearing upon the petition and to determine those stockholders who have complied with Section 262 and who have become entitled to the appraisal rights provided thereby. The Chancery Court may require the stockholders who have demanded payment for their shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings. If any stockholder fails to comply with such direction, the Chancery Court may dismiss the proceedings as to that stockholder.

After determination of the stockholders entitled to appraisal of their shares of the Company’s common stock, the Chancery Court will appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger, together with a fair rate of interest, if any. When the value is determined, the Chancery Court will direct the payment of such value, with interest thereon accrued during the pendency of the proceeding (if the Chancery Court so determines), to the stockholders who are entitled to receive the same, upon surrender by such stockholders of the certificates representing those shares.

In determining fair value, the Chancery Court is required to take into account all relevant factors. You should be aware that the fair value of your shares as determined under Section 262 could be more than, the same as, or less than the value that you are entitled to receive under the terms of the merger agreement.

Costs of the appraisal proceeding may be imposed upon the surviving corporation and the stockholders participating in the appraisal proceeding by the Chancery Court as the Chancery Court deems equitable in the circumstances. Upon the application of a stockholder, the Chancery Court may order that all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all shares entitled to appraisal. Any stockholder who had demanded appraisal rights will not, after the effective time of the merger, be entitled to vote shares subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares, other than with respect to payment as of a record date prior to the effective time; however, if no petition for appraisal is filed within 120 days after the effective time of the merger, or if the stockholder delivers a written withdrawal of his, her or its demand for appraisal and

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an acceptance of the terms of the merger within 60 days after the effective time of the merger, then the right of that stockholder to appraisal will cease and that stockholder will be entitled to receive the cash payment for shares of his, her or its common stock pursuant to the merger agreement. Any withdrawal of a demand for appraisal made more than 60 days after the effective time of the merger may only be made with the written approval of the surviving corporation and must, to be effective, be made within 120 days after the effective time.

In view of the complexity of Section 262, the Company’s stockholders who may wish to dissent from the merger and pursue appraisal rights should consult their legal advisors.

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THE MERGER AGREEMENT

This section of the proxy statement describes the material provisions of the merger agreement, but does not purport to describe all the provisions of the merger agreement. The following summary is qualified in its entirety by reference to the complete text of the merger agreement, which is attached as Annex A to this proxy statement and is incorporated into this proxy statement by reference. We urge you to read the full text of the merger agreement because it is the legal document that governs the merger.

The summary of the terms of the merger agreement that is provided below is intended to provide information about the terms of the merger. It is not intended to provide any other factual information about us or Moog. Such information can be found elsewhere in this proxy statement and in the public filings we make with the SEC, as described in the section entitled “Where You Can Find More Information,” below. The merger agreement contains representations and warranties made by us to Moog and Merger Sub and representations and warranties made by Moog and Merger Sub to us. The assertions embodied in those representations and warranties were made solely for purposes of the merger agreement and may be subject to important qualifications and limitations that have been agreed upon by the parties. Moreover, some of those representations and warranties may not be accurate or complete as of any particular date because they are subject to a contractual standard of materiality or material adverse effect that is different from that generally applicable to public disclosures to shareholders or that used for the purpose of allocating risk between the parties to the merger agreement rather than establishing matters of fact. For the foregoing reasons, you should not rely on the representations and warranties contained in the merger agreement as statements of factual information. The merger agreement should not be read alone, but should be read together with the other information regarding the companies and the merger that is contained in this proxy statement.

Structure of the Merger

If all of the conditions to the merger are satisfied or waived in accordance with the merger agreement, Merger Sub, a wholly-owned subsidiary of Moog that was created solely for the purpose of engaging in the merger, will merge with and into the Company. The Company will thereafter continue to exist as a wholly-owned subsidiary of Moog. The Company is sometimes referred to herein as the surviving corporation. All of our and Merger Sub’s properties, rights, privileges, powers, franchises and assets and all of our and Merger Sub’s debts, liabilities, obligations and duties will become those of the surviving corporation. Following the completion of the merger, our common stock will be delisted from the NASDAQ, deregistered under the Securities Exchange Act of 1934, and no longer publicly traded.

Effective Time

The effective time of the merger will occur at the time that we file a certificate of merger with the Secretary of the State of Delaware (or at such later time as is specified in the certificate of merger). The closing date will occur on a date that is designated by Moog no later than five business days after the date on which the last of the conditions to the merger are satisfied or waived. We intend to complete the merger as promptly as practicable, subject to receipt of shareholder approval and requisite regulatory approval. We refer to the time at which the merger is completed as the effective time. Although we expect to complete the merger near the [____] of the [____] quarter of 2007, we cannot specify when the merger may occur, or assure you that we and Moog will satisfy or waive all conditions to the merger.

Articles of Incorporation and Bylaws

The certificate of incorporation of Merger Sub that is in effect immediately prior to the completion of the merger in the form of Exhibit B to the merger agreement will be the certificate of incorporation of the surviving corporation following the merger. In addition, the by-laws of Merger Sub that are in effect immediately prior to the completion of the merger in the form of Exhibit C to the merger agreement will be the by-laws of the surviving corporation following the merger.

Board of Directors and Officers of the Surviving Corporation

Unless otherwise determined by Moog prior to the effective time, the persons who are the directors and officers of Merger Sub immediately prior to the completion of the merger will become the directors and officers of the surviving corporation following the merger.

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Consideration to be Received in the Merger

At the completion of the merger, each share of our common stock that is issued and outstanding will automatically be converted into the right to receive $13.00 in cash, without interest, less any applicable withholding taxes, other than shares of common stock:

In the event that the Company issues additional shares of Company common stock, options, restricted stock units, or other securities that are convertible or exchangeable into or exercisable for shares of Company common stock prior to the merger, the merger consideration would be equitably adjusted so that the total amount of the merger consideration will not exceed $83,800,000 in the aggregate. As previously noted, however, the Company does not intend to issue additional shares in any manner that would so affect the per share purchase price.

The surviving corporation and the exchange agent are entitled to deduct and withhold from the consideration that is payable to any holder of shares of our common stock any applicable withholding taxes that are required to be deducted and withheld from such payment under the Code, or under any other applicable state, local, or foreign tax law. To the extent that amounts are so deducted and withheld by the surviving corporation and the exchange agent and paid to the applicable taxing authority when due, such withheld amounts shall be treated for all purposes of the merger agreement as having been paid to the holder of the shares of Company common stock in respect of which such deduction and withholding was made by the surviving corporation.

Treatment of Options, Restricted Stock, Stock Option Plans

The merger agreement provides that each of our stock options issued and outstanding immediately prior to completion of the merger will be canceled in exchange for the right to receive a sum in cash equal to the product of (i) the number of shares of common stock subject to the option, multiplied by (ii) $13.00 minus the per share exercise price of the option, net of any applicable withholding taxes. All outstanding options, whether vested or not, will vest as of the effective time of the merger. Payment will be made by the surviving corporation through its customary payroll procedures.

Each outstanding restricted stock unit will be converted into the right to receive $13.00 in cash, without interest, less any applicable withholding taxes. All outstanding restricted stock units, whether vested or not, will vest as of the effective time of the merger. Payment will be made by the surviving corporation through its customary payroll procedures.

We have agreed to terminate our 1993 Stock Option Plan, 1999 Stock Option Plan, and, 2006 Equity Incentive Plan as of the date of the filing of the certificate of merger and to cause the provision in any other plan, program, or arrangement providing for the issuance or grant by us of any interest in respect of our capital stock or our subsidiary to terminate and have no further force or effect as of the effective time of the merger. In addition, we agreed to ensure that, following the effective time, no holder of options or any participant in any of our stock options plans or anyone other than Moog will hold or have any right to acquire the equity securities of the Company, the surviving corporation, or any subsidiary thereof.

Payment Procedures

Exchange Agent. Prior to the effective time of the merger, Moog will deposit or cause to be deposited with an exchange agent the full amount of the merger consideration to which the holders of our common stock will be entitled to under the merger agreement. The exchange agent will hold such funds for the benefit of our shareholders and for no other purpose.

Exchange Procedure for Certificates. As soon as reasonably practicable following the completion of the merger, the surviving corporation will cause the exchange agent to mail to each of our shareholders of record a letter of transmittal and instructions explaining how to surrender the certificates to the exchange agent. The exchange agent will pay the merger consideration, less any applicable withholding taxes, to our shareholders promptly following the exchange agent’s receipt of the duly endorsed stock certificate, a properly completed letter of transmittal, and any other documents that are required by such letter of transmittal. You should NOT send your ZEVEX stock certificates to the exchange agent until you have

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received transmittal materials from the exchange agent. Do not return your ZEVEX stock certificates with the enclosed proxy. In the event of a transfer of ownership of any shares that is not registered in our transfer books, payment can be made to the transferee if the certificate or other instrument that is surrendered by such transferee is properly endorsed or otherwise in proper form for transfer, and applicable transfer taxes, if any, have been paid. No interest will accrue or be paid on the merger consideration that is payable to our shareholders.

If any certificate is lost, stolen, or destroyed, a person can execute an affidavit of that fact and, if required by the surviving corporation, post a bond as indemnity against any claim that may be made against it with respect to such certificate, whereupon the surviving corporation will deliver the merger consideration in exchange for such lost, stolen, or destroyed certificate.

The surviving corporation will be entitled to cause the exchange agent to deliver to it any funds (including interest received with respect thereto) that have not been disbursed to holders within 120 days after the completion of the merger, and the funds will become the property of the surviving corporation. Such funds shall be subject to the claims, as a general creditor, of any stockholder who has not yet exchanged the stockholder’s certificate. All rights of any former holder of our common stock to receive the merger consideration will terminate as of a date immediately prior to such time as such unclaimed cash would otherwise become payable to a public official pursuant to any applicable abandoned property, escheat or similar law.

At the effective time of the merger, our stock transfer books will be closed, and there will be no further registration of transfer in the stock transfer books of the surviving corporation of the shares that were outstanding immediately prior to the merger. If, after completion of the merger, certificates are presented to the surviving corporation or the exchange agent for any reason, they will be canceled and exchanged as provided in the merger agreement.

Financing

In the merger agreement, Moog and Merger Sub have represented the following: (i) Moog and Merger Sub will have available on the date of the closing sufficient funds to enable them to consummate the merger; (ii) as of the date of the merger agreement, Moog’s credit facility was valid and in full force and effect; (iii) no breach has occurred under the credit facility on the part of Moog; and (iv) the aggregate proceeds that are available to Moog under the credit facility are sufficient and, as of the closing, will be sufficient for Moog to pay the aggregate merger consideration upon the closing, as contemplated by the merger agreement.

Moog has further covenanted to use commercially reasonable efforts to maintain its ability to draw upon the credit facility an amount equal to the merger consideration. In the event the amount of available financing under the facility becomes less than the amount of the merger consideration, Moog must, within two business days, notify the Company in writing of such unavailability and must use commercially reasonable efforts to obtain promptly replacement financing on substantially equivalent terms and conditions from alternative sources.

Representations and Warranties

The merger agreement contains customary representations and warranties that were made to Moog and Merger Sub. Our representations and warranties are subject, in some cases, to specified exceptions and qualifications. Our representations and warranties relate to, among other things:

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