UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed
by
the
Registrant
þ
Filed
by
a Party other than the
Registrant o
Check
the
appropriate box:
o Preliminary
Proxy
Statement
o Confidential,
for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
o Definitive
Proxy
Statement
þ Definitive
Additional
Materials
o Soliciting
Material Pursuant to Section
240.14a-12
|
TEGAL
CORPORATION
|
(Name
of
Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
þ No
fee
required.
|
o
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
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(1)
|
Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined):
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|
(4)
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Proposed
maximum aggregate value of
transaction:
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(5)
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Total
fee paid:
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|
o
|
Fee
paid previously with preliminary materials:
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|
o
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
|
|
(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Form,
Schedule or Registration Statement
No.:
|
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
|
o
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
|
|
(1)
|
Amount
Previously Paid:
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|
(2)
|
Form,
Schedule or Registration Statement
No.:
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(3)
|
Filing
Party:
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|
(4)
|
Date
Filed:
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TEGAL
CORPORATION
2201
South McDowell Boulevard
Petaluma,
California 94954
*IMPORTANT
INFORMATION CONCERNING YOUR PROXY MATERIALS*
September
12, 2007
Dear
Tegal stockholders:
We
previously
mailed to you our definitive proxy statement (the “2007 Proxy
Statement”) and related proxy card for our upcoming annual meeting of
stockholders (the “Annual Meeting”) to be held at our San Jose,
CA offices on Tuesday, September 18, 2007 at 10:00 a.m. local time.
Proposal
#3
of our 2007 Proxy Statement asks for your vote to approve Tegal’s new 2007
Incentive Award Plan (the “Plan”). As stated on page
10 of the 2007 Proxy Statement, the size of the Plan’s authorized pool of shares
of common stock reserved for issuance pursuant to equity awards granted under
the Plan is currently the sum of (a) 1,000,000 shares plus (b) the number
of
remaining shares of Tegal common stock available for issuance under Tegal’s
Eighth Amended and Restated 1998 Equity Participation Plan and the Fifth
Amended
and Restated Stock Option Plan for Outside Directors (“together the
“Prior Plans”), representing an additional 816,704 available
shares of Tegal common stock as of September 12, 2007).
Since
the
time we mailed the 2007 Proxy Statement, Tegal has decided that the initial
size
of the authorized pool of shares proposed in the Plan was too large, and
therefore unnecessary for Tegal’s purposes. Consequently, your Board
of Directors has determined that it is in the best interests of Tegal and
its
stockholders to reduce the size of the authorized pool of shares under the
Plan. If Tegal stockholders approve the Plan at our Annual Meeting by
voting in favor of Proposal #3, the Board of Directors will reduce the size
of
the authorized pool of shares of Tegal common stock reserved for issuance
pursuant to equity awards granted under the Plan by approximately 1,000,000
shares, such that the number of shares in the authorized pool will be 816,704,
which is the number of shares available for issuance under Tegal’s Prior Plans
as of September 12, 2007. The Board of Directors has the authority to
reduce the authorized pool under Section 15.01 of the Plan, which is described
on page 12 of the 2007 Proxy Statement. In addition, if the Plan is
approved, your Board of Directors will not grant any future awards under
Tegal’s
Prior Plans.
WHAT
DOES THIS MEAN FOR YOUR VOTE/PROXY?
If
you have
already submitted your proxy and do not wish to change your vote, you do
not
have to do anything and your vote will be counted at the Annual
Meeting.
If
you wish
to change your vote, you may (1) submit another duly executed proxy bearing
a
later date than your original proxy, (2) revoke your proxy at any time before
the proxy is exercised at the Annual Meeting by filing with Tegal’s Secretary an
instrument revoking such proxy, or (3) attend the Annual Meeting in person
and
vote your shares in person. Stockholders who have executed and
returned a proxy and who then attend the Annual Meeting and desire to vote
in
person are requested to so notify the Secretary prior to the time of the
Annual
Meeting.
Your
Board
strongly encourages you to participate in the Annual Meeting by voting your
shares. Your vote, no matter how many or how few shares you own, is
important.
If
you have
any questions, or need any assistance in voting your shares please call Adam
LaVigna at Tegal Corporation, toll-free at 1-800-82-TEGAL
(1-800-828-3425).
Sincerely,
Thomas R. Mika
Chairman and Chief Executive Officer