AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1998
REGISTRATION NO. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 jurisdiction of 2201 S. McDowell Boulevard (I.R.S. Employer
incorporation or organization) P.O. Box 6020 Identification Number)
Petaluma, CA 94955-6020
(Address of principal executive offices) (Zip)
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TEGAL CORPORATION
1998 EQUITY PARTICIPATION PLAN
(Full title of the plan)
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MICHAEL L. PARODI
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
75 Willow Road
Menlo Park, CA 94025
(650) 328-4600
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Calculation of Registration Fee
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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)
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Common Stock, 600,000 $2.16 $1,296,000 $382.32
$0.01 par value
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(1) Estimated for the purpose of calculating the registration fee pursuant
to Rule 457(c) for the 600,000 shares registered hereunder (the average
($2.16) of the high ($2.38) and low ($1.94) prices for the Company's
Common Stock quoted on the Nasdaq National Market on November 3,
1998).
PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This Registration Statement on Form S-8 of Tegal Corporation, a
Delaware corporation (the "Registrant" or the "Company"), covers 600,000 shares
of common stock, par value $0.01 per share, of the Registrant (the "Common
Stock") reserved for issuance under the Tegal Corporation 1998 Equity
Participation Plan, adopted effective as of July 16, 1998.
The information called for in Part I of Form S-8 is not being filed
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission are incorporated
herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended March
31, 1998;
(b) Quarterly Reports on Form 10-Q for the periods ended June
30, 1998 and September 30, 1998;
(c) Current Report on Form 8-K dated May 11, 1998; and
(d) The description of the Company's Common Stock contained in
the Form 8-A Registration Statement used to register the Common Stock
and filed with the Commission (File No. 01-26824), which was declared
effective by the Commission on October 18, 1995, including any
subsequently filed amendments and reports updating such description.
In addition to the foregoing documents, all documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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The Company's Certificate of Incorporation provides that to the fullest
extent permitted by the Delaware General Corporation Law ("Delaware Law"), a
director of the Company shall not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director. Under current
Delaware Law, liability of a director may not be limited (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) in respect of certain unlawful dividend payments
or stock redemptions or repurchases, and (iv) for any transaction from which the
director derives an improper personal benefit. The effect of the provision of
the Company's Certificate of Incorporation is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of the
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i) through (iv) above. This provision does not limit or eliminate the
rights of the Company or any stockholder to seek nonmonetary relief such as an
injunction or rescission in the event of a breach of a director's duty of care.
In addition, the Company's Certificate of Incorporation provides that the
Company shall indemnify its directors, officers, employees and agents against
losses incurred by any such person by reason of the fact that such person was
acting in such capacity.
In addition, pursuant to an agreement with holders of securities
providing for registration rights, such holders are entitled to be indemnified
by the Company for certain liabilities under federal securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 1998 Equity Participation Plan.
5 Opinion of Latham & Watkins.
23.1 Consent of Latham & Watkins (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on page 5 of this Registration
Statement).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;"
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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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 30th day of
October 1998.
TEGAL CORPORATION
By: /s/ MICHAEL L. PARODI
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Michael L. Parodi
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 Michael L. Parodi 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 October 30, 1998.
Signature Title
/s/ MICHAEL L. PARODI President, Chief Executive Officer and
- ---------------------------- Director (Principal Executive Officer)
Michael L. Parodi
/s/ DAVID CURTIS Vice President, Finance and Administration
- ---------------------------- and Chief Financial Officer
David Curtis (Principal Financial Officer)
/s/ WILLIAM O'SHEA Corporate Controller
- ---------------------------- (Principal Accounting Officer)
William O'Shea
/s/ ROBERT V. HERY Chairman of the Board
- ----------------------------
Robert V. Hery
/s/ JEFFREY M. KRAUSS Director
- ----------------------------
Jeffrey M. Krauss
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/s/ THOMAS R. MIKA Director
- ----------------------------
Thomas R. Mika
/s/ FRED NAZEM Director
- ----------------------------
Fred Nazem
/s/ EDWARD A. DOHRING Director
- ----------------------------
Edward A. Dohring
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INDEX TO EXHIBITS
Exhibit
4.1 1998 Equity Participation Plan.
5 Opinion of Latham & Watkins.
23.1 Consent of Latham & Watkins (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on page 5 of this
Registration Statement).
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