UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported): July 27, 2007
____________________
Tegal
Corporation
(Exact
name of Registrant as Specified in its Charter)
Delaware
(State
or
other jurisdiction
of
incorporation)
000-26824
(Commission
File
Number)
68-0370244
(I.R.S.
Employer
Identification
No.)
2201
South McDowell Boulevard
Petaluma,
CA 94954
(Address
of Principal Executive Offices)
(707)
763-5600
(Registrant’s
telephone number, including area code)
_____________________________________________________
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
1.01. Entry into a Material Definitive Agreement
Employment
Agreements
Thomas
R
Mika. On July 27, 2007, Tegal entered into an at-will employment agreement
with
Mr. Mika providing for his employment as our President and Chief Executive
Officer. The employment agreement has an initial term of two years and is
subject to automatic one year extension unless either party provides prior
notice of its intention not to renew. This employment agreement sets for the
terms and conditions of Mr. Mika’s employment. Under this agreement Mr. Mika’s
annual base salary is initially set at $284,000 per year subject to review
and
potential increase in accordance with Company policy. The employment agreement
also provides for an annual target bonus equal to 50% of his annual base salary
payable upon achievement of targets and other objectives set by the Board of
Directors and for annual long-term incentive awards with a fair market value
on
the date of grant equal to 100% of annual base salary.
The
employment agreement provides that in the event that Mr. Mika’s employment is
terminated by us other than for “cause” (as defined in the agreement), if he
resigns for “good reason” (as defined in the agreement), dies or becomes
disabled, or if we give notice of nonrenewal of the term, he will receive
continued payments of base salary for a period of twenty-four months following
the date of termination, plus an amount equal to two times the average annual
incentive bonus paid to Mr. Mika for the three most recently completed fiscal
years in which a cash bonus program covering Mr. Mika was in effect or a cash
bonus was actually paid, payable in equal installments over a period of
twenty-four months following the date of termination. In the event that within
twelve months following a “change of control” (as defined in the agreement), he
is terminated by us other than for “cause” or if he resigns for “good reason”,
the severance benefits will be payable in a lump sum and any long-term incentive
awards outstanding shall become fully vested, and if applicable, exercisable.
The Compensation Committee of the Board of Directors has not yet established
the
thresholds or terms of the bonus plan for which the employee will be eligible
to
receive under the terms of this agreement. A copy of the Employment Agreement
with Thomas Mika is attached hereto as Exhibit 10.1 and is incorporated herein
by reference.
Christine
Hergenrother.
On July
27, 2007, Tegal entered into an at-will employment agreement with Ms.
Hergenrother providing for her employment as our Chief Financial Officer. The
employment agreement has an initial term of one year and is subject to annual
automatic one year extensions unless either party provides prior notice of
its
intention not to renew. This employment agreement sets for the terms and
conditions of Ms. Hergenrother’s employment. Under this agreement Ms.
Hergenrother’s annual base salary is initially set at $175,000 per year subject
to review and potential increase in accordance with Company policy. The
employment agreement also provides for an annual target bonus equal to 30%
of
her annual base salary payable upon achievement of targets and other objectives
set by the Board of Directors.
The
employment agreement provides that in the event that Ms. Hergenrother’s
employment is terminated by us other than for “cause” (as defined in the
agreement), if she resigns for “good reason” (as defined in the agreement), dies
or becomes disabled, or if we give notice of nonrenewal of the term, she will
receive continued payments of base salary for a period of twelve months
following the date of termination, plus an amount equal to one times the average
annual incentive bonus paid to Ms. Hergenrother for the three most recently
completed fiscal years in which a cash bonus program covering Ms. Hergenrother
was in effect or a cash bonus was actually paid, payable in equal installments
over a period of twelve months following the date of termination. In the event
that within twelve months following a “change of control” (as defined in the
agreement), she is terminated by us other than for “cause” or if she resigns for
“good reason”, the severance benefits will be payable in a lump sum and any
long-term incentive awards outstanding shall become fully vested, and if
applicable, exercisable. The Compensation Committee of the Board of Directors
has not yet established the thresholds or terms of the bonus plan for which
the
employee will be eligible to receive under the terms of this agreement. A copy
of the Employment Agreement with Christine Hergenrother is attached hereto
as
Exhibit 10.2 and is incorporated herein by reference.
Item
5.02 Departure of Directors or Certain officers; Election of Directors;
Appointment of Certain officers; Compensatory Arrangements of Certain
Officers
The
information set forth in Item 1.01 above is incorporated by reference into
this
Item 5.02.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Number
|
Exhibit
|
10.1
|
Employment
agreement for Thomas R Mika dated July 27, 2007.
|
10.2
|
Employment
agreement for Christine Hergenrother dated July 27,
2007.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act 1934, the registrant has
duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date:
August 2, 2007
|
|
TEGAL
CORPORATION
|
|
|
By:
|
/s/
Christine
Hergenrother |
|
|
Name:
Title:
|
Christine
Hergenrother
Vice
President & Chief Financial
Officer
|
EXHIBIT
INDEX
Number
|
Exhibit
|
10.1
|
Employment
agreement for Thomas R Mika dated July 27, 2007.
|
10.2
|
Employment
agreement for Christine Hergenrother dated July 27,
2007.
|