AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 1996 REGISTRATION NO. 333-______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 TEGAL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 68-0370244 (State or other 2201 S. McDowell Boulevard (I.R.S. Employer jurisdiction of P.O. Box 6020 Identification incorporation or Petaluma, CA 94955-6020 Number) organization) (Address of principal executive offices) -------------------- TEGAL CORPORATION AMENDED AND RESTATED EQUITY INCENTIVE PLAN TEGAL CORPORATION 1990 STOCK OPTION PLAN (Full title of the plan) -------------------- ROBERT V. HERY President and Chief Executive Officer TEGAL CORPORATION 2201 S. McDowell Boulevard P.O. Box 6020 Petaluma, CA 94955-6020 (707) 763-5600 (Name, address and telephone number, including area code, of agent for service) Copies to: Christopher L. Kaufman, Esq. Latham & Watkins 505 Montgomery Street, Suite 1900 San Francisco, CA 94111-2586 (415) 391-0600 -------------------- Calculation of Registration Fee
Proposed Proposed Maximum Title of Amount Maximum Aggregate Amount of Securities to to be Offering Price Offering Registration be Registered Registered Per Share (1) Price (1) Fee (1) - ------------------------------------------------------------------------------- Common Stock, 1,700,001 $4.9778 $8,462,382.33 $2,918.06 $0.01 par value
(1) Estimated for the purpose of calculating the registration fee (i) pursuant to Rule 457(h) on the basis of the exercise price per share of outstanding options for 27,869 shares at $7.25 per share and (ii) pursuant to Rule 457(c) for the remaining 1,672,132 shares registered hereunder (the average ($4.94) of the high ($5.125) and low (4.75) prices for the Company's Common Stock quoted on the Nasdaq National Market on September 16, 1996). The following documents which have been filed with the Securities and Exchange Commission (the "Commission") by Tegal Corporation, a Delaware corporation (the "Company"), are hereby incorporated by reference in this Registration Statement: 1. The Company's Registration statement on Form S-8 (File No. 333-462) filed with the Commission on January 19, 1996, except for the incorporation by reference contained therein of the Company's Registration Statement on Form S-1 (File No. 33-84702), as amended, and the Company's latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended. 2. The Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996. 3. The Company's Quarterly Report on Form 10-Q for the three months ended June 30, 1996. 4. The Company's Current Report on Form 8-K filed on September 5, 1996. EXHIBITS The following exhibits are attached as part of this Registration Statement: Exhibit Number Description of Exhibit -------- ----------------------- 4.1* Amended and Restated Equity Incentive Plan. 4.2* 1990 Stock Option Plan. 5 Opinion of Latham & Watkins. 23.1 Consent of Latham & Watkins (included in Exhibit 5). 23.2 Consent of KPMG Peat Marwick LLP. 24 Power of Attorney (included on page 3 of this Registration Statement). - --------------- * Filed as an exhibit to the Company's Registration Statement on Form S-1 (File No. 33-84702) and incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Petaluma, State of California on this 20th day of September 1996. TEGAL CORPORATION By: /s/ ROBERT V. HERY --------------------------------------- Robert V. Hery President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Robert V. Hery and David Curtis with full power of substitution and full power to act without the other, his true and lawful attorney-in-fact and agent to act for him in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully, to all intents and purposes, as they or he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on September 20, 1996. Signature Title /s/ ROBERT V. HERY Chairman of the Board, President and - ---------------------------------- Chief Executive Officer (Principal Robert V. Hery Executive Officer) /s/ DAVID CURTIS Vice President of Finance and - ---------------------------------- Administration and Chief Financial David Curtis Officer (Principal Financial Officer) /s/ WILLIAM F. O'SHEA Corporate Controller (Principal - ---------------------------------- Accounting Officer) William F. O'Shea /s/ FRED NAZEM Director - ---------------------------------- Fred Nazem /s/ JEFFREY M. KRAUSS Director - ---------------------------------- Jeffrey M. Krauss /s/ THOMAS R. MIKA Director - ---------------------------------- Thomas R. Mika /s/ EDWARD A. DOHRING Director - ---------------------------------- Edward A. Dohring INDEX TO EXHIBITS Exhibit Page 4.1* Amended and Restated Equity Incentive Plan. 4.2* 1990 Stock Option Plan. 5 Opinion of Latham & Watkins. 23.1 Consent of Latham & Watkins (included in Exhibit 5). 23.2 Consent of KPMG Peat Marwick LLP. 24 Power of Attorney (included on page 3 of this Registration Statement). - --------------- * Filed as an exhibit to the Company's Registration Statement on Form S-1 (File No. 33-84702) and incorporated herein by reference.