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): September 2, 2008
____________________
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):
o Written communication
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.01. Entry Into a Material Definitive Agreement.
On
September 2, 2008, Tegal Corporation (the “Company”), Alcatel Micro Machining
Systems, a French corporation (“AMMS”), and Alcatel Lucent, a French Corporation
(“Alcatel” and together with AMMS, the “Sellers”), entered into an Asset
Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company
agreed to purchase (the “Acquisition”) certain equipment, intellectual property
and other assets of the Sellers for an aggregate consideration of $5,000,000
(the “Purchase Price”), payable upon the closing of the Acquisition. The
Purchase Price is payable in the form of $1,000,000 in cash and $4,000,000 in
shares of the Company’s common stock, par value $0.01 per share (the “Common
Stock”). The number of shares issuable pursuant to the Purchase Agreement is
equal to the quotient of (a) $4,000,000 divided by (b) the average of the
closing sales prices of the Common Stock as reported on the Nasdaq Capital
Market on the five (5) consecutive trading days immediately prior to (but
excluding) the closing date of the Acquisition.
Pursuant
to the Purchase Agreement, the Company has agreed to acquire the Sellers’ Deep
Reactive Ion Etch (DRIE) and Plasma Enhanced Chemical Vapor Deposition (PECVD)
products, and the related intellectual property, directed at advanced
3-dimensional wafer-level packaging applications. The Company has agreed to
assume the liabilities arising after the closing of the Acquisition in
connection with the ownership of the purchased assets. The Sellers will retain
all liabilities not expressly assumed by the Company.
Under the
Purchase Agreement, the Company is entitled to indemnification, subject to
limitation, for certain matters, including breaches of representations,
warranties and covenants in the Purchase Agreement, and with respect to
specified matters and the assets or liabilities of the Sellers that the Company
does not assume.
Completion
of the transactions under the Purchase Agreement is subject to customary closing
conditions, including the obtaining of all required governmental approvals and
consents and the absence of any law, action or proceeding that prohibits,
restrains or makes illegal the transactions under the Purchase Agreement. The
Company expects to close the Acquisition on or about September 16,
2008.
The
Purchase Agreement may be terminated prior to the closing of the Acquisition by
mutual written consent of the Company and the Sellers, by the Company or the
Sellers if the closing shall not have occurred by September 30, 2008, and by the
Company or the Sellers if there is a material breach of any representation,
warranty, covenant or agreement by the Sellers or the Company, respectively. The
Purchase Agreement may be terminated after the closing of the Acquisition by
mutual written consent of the Company and the Sellers, and by the Company or the
Sellers if there is a material breach of any covenant or agreement by the
Sellers or the Company, respectively.
In
connection with the Purchase Agreement, the Company and a Seller or an affiliate
of the Sellers have agreed to enter into at closing of the Acquisition an
intellectual property agreement providing for the transfer of specified
intellectual property rights to the Company, a trademark license agreement
allowing for the limited use of the AMMS trademark by the Company, and a
preferred supplier agreement pursuant to which the Company will purchase certain
equipment from an affiliate of the Sellers.
Pursuant
to the Purchase Agreement, upon and subject to the closing, the Company has
agreed to appoint an executive of AMMS or Alcatel Vacuum Technology France, a
French corporation, designated by AMMS to the Company’s board of directors.
AMMS’ designation right terminates upon the later of (a) the termination or
expiration of certain customer services related agreements set forth in the
Purchase Agreement, and (b) when AMMS beneficially owns less than 5% of the
number of shares of Common Stock issued and outstanding (including the shares to
be issued to the Sellers).
The
description of the Purchase Agreement provided above is qualified in its
entirety by reference to the full text of the Purchase Agreement, a copy of
which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
ITEM
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 is hereby incorporated by reference into this
Item 3.02. The Company claims exemption from registration under the Securities
Act of 1933, as amended (the “Securities Act”) for the issuance of securities in
the transaction described above by virtue of Section 4(2) and/or Regulation D
promulgated thereunder as a transaction not involving any public offering. Each
Seller has represented that it is an accredited investor as defined under the
Securities Act and it intends to acquire the securities for investment only and
not with a view to the distribution thereof. Appropriate legends will be affixed
to the stock certificate(s) issued in this transaction.
ITEM
7.01. Regulation FD Disclosure.
On
September 2, 2008, the Company issued a press release announcing the
transactions described in Item 1.01 above. A copy of the press release is
furnished as Exhibit 99.1 to this report. In connection with the announcement,
the Company prepared and distributed to the press a “Q&A” information sheet,
dated September 2, 2008. A copy of the Q&A information sheet is furnished as
Exhibit 99.2 to this report.
On
September 2, 2008, the Company will hold an investor conference call to discuss
the Acquisition, at which the Company will give a presentation, a copy of which
is furnished as Exhibiti 99.3 to this report.
The
information in Item 7.01 of this report, including Exhibits 99.1, 99.2 and 99.3,
is being furnished and shall not be deemed “filed” for the purposes of Section
18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section. The information in Item
7.01 of this report, including Exhibits 99.1, 99.2 and 99.3, shall not be
incorporated by reference into any registration statement or other document
filed pursuant to the Securities Act or the Exchange Act.
ITEM
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
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Description
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10.1
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Asset
Purchase Agreement, dated as of September 2, 2008, by and among Tegal
Corporation, Alcatel Micro Machining Systems and Alcatel
Lucent.
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99.1
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Press
release issued by Tegal Corporation, dated September 2,
2008.
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99.2
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Q&A
Information Sheet, dated September 2, 2008.
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99.3
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Investor
Presentation, dated September 2,
2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
September 2, 2008
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TEGAL
CORPORATION
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By:
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/s/
Christine T. Hergenrother
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Name:
Title:
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Christine
T. Hergenrother
Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1
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Asset
Purchase Agreement, dated as of September 2, 2008, by and among Tegal
Corporation, Alcatel Micro Machining Systems and Alcatel
Lucent.
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99.1
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Press
release issued by Tegal Corporation, dated September 2,
2008.
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99.2
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Q&A
Information Sheet, dated September 2, 2008.
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99.3
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Investor
Presentation, dated September 2,
2008.
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