================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-K / A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 0-26824 TEGAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 68-0370244 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 2201 SOUTH MCDOWELL BLVD PETALUMA, CALIFORNIA 94954 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (707) 763-5600 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $0.01 PAR VALUE Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by non-affiliates of the Registrant, based on the closing sale price of the Common Stock on May 10, 2000, as reported on the Nasdaq National Market was $62,276,020. As of May 10, 2000, 12,455,678 shares of the Registrant's Common Stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for Registrant's 2000 Annual Meeting of Stockholders to be held on September 19, 2000, will be filed with the Commission within 120 days after the close of the Registrant's fiscal year and are incorporated by reference in Part III. ================================================================================ acquisitions. Prior to 1988, Mr. Tierney held senior operations positions with Scientific Microsystems, Inc., Ultratech Stepper, Inc. and Diablo Systems Inc., a division of Xerox Corporation. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Since October 19, 1995, Tegal's common stock has been traded on the Nasdaq National Market System under the symbol TGAL. The following table sets forth the range of high and low sales prices for our common stock for each quarter during the prior two fiscal years.
HIGH LOW ---- --- FISCAL YEAR 1999 First Quarter............................................................... 7 3 11/16 Second Quarter.............................................................. 4 5/8 1 15/16 Third Quarter............................................................... 3 5/8 1 3/8 Fourth Quarter.............................................................. 5 13/16 2 17/32 FISCAL YEAR 2000 First Quarter............................................................... 3 15/16 2 7/8 Second Quarter.............................................................. 4 3/4 2 Third Quarter............................................................... 13 1/2 2 Fourth Quarter.............................................................. 9 11/16 5 1/2
The approximate number of record holders of our common stock as of March 31, 2000 was 243. We have not paid any cash dividends since our inception and do not anticipate paying cash dividends in the foreseeable future. Further, our domestic line of credit restricts the declaration and payment of cash dividends. 16 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. TEGAL CORPORATION By: /s/ MICHAEL L. PARODI --------------------------------------------- Michael L. Parodi Chairman, President & Chief Executive Officer Dated: August 31, 2000 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ MICHAEL L. PARODI Chairman, President, Chief Executive Officer and August 31, 2000 - ------------------------------------------------- Director (Principal Executive Officer) Michael L. Parodi /s/ DAVID CURTIS * Chief Financial Officer August 31, 2000 - ------------------------------------------------- (Principal Financial Officer) David Curtis /s/ KATHY PETRINI * Corporate Controller August 31, 2000 - ------------------------------------------------- (Principal Accounting Officer) Kathy Petrini /s/ FRED NAZEM * Director August 31, 2000 - ------------------------------------------------- Fred Nazem /s/ JEFFREY KRAUSS * Director August 31, 2000 - ------------------------------------------------- Jeffrey Krauss /s/ THOMAS R. MIKA * Director August 31, 2000 - ------------------------------------------------- Thomas R. Mika /s/ EDWARD A. DOHRING * Director August 31, 2000 - ------------------------------------------------- Edward A. Dohring * By: /s/ MICHAEL L. PARODI August 31, 2000 - ------------------------------------------------- Attorney-in-fact
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