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 23, 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):
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)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers
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On September 23, 2008, the Board of
Directors of the Company appointed Gilbert Bellini to the Board of
Directors. Mr. Bellini was appointed to fill a vacancy on the now
six-member Board. Mr. Bellini does not intend to serve on any
committees of the Board.
Mr. Bellini, 53, has served as
President of Alcatel Micro Machining Systems (“AMMS”) since March
2006. From 1980 until 2006, Mr. Bellini held various management
positions in software development, equipment engineering, and industrial
equipment product lines for Alcatel-Lucent. Mr. Bellini was the
contributor to the launch of the deep etching of silicon at Alcatel and has been
managing this business since its creation in 1999. Mr. Bellini holds
a Bachelor of Science degree in Electronics from the University of Grenoble in
France and followed with several internal International Business Education
Training courses at Alcatel-Lucent.
As previously reported on a Current
Report on Form 8-K filed with the SEC on September 2, 2008, the Company, 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 purchased certain equipment, intellectual property
and other assets of the Sellers. This acquisition was consummated on
September 16, 2008. Pursuant to the Purchase Agreement, AMMS has the
right to designate an executive of AMMS or Alcatel Vacuum Technology France to
be appointed to the Company’s board of directors. This 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.
On September 23, 2008 (the “Vesting Commencement
Date”), the Board of Directors, in accordance with the provisions of the
2007 Incentive Plan (the “Plan”) and pursuant
to the Company’s compensation program for its non-employee directors, approved a
stock option grant to Mr. Bellini for 8,333 shares of common
stock. The stock option has an exercise price equal to $3.56 per
share, which was the closing sales price of the Company’s common stock as
reported on the Nasdaq Capital Market on September 23, 2008. The
stock options shall vest in accordance with the following schedule:
1/12th of the
shares shall vest on each monthly anniversary of the Vesting Commencement
Date, for so long as the
option holder remains a director or employee of, or consultant to, the
Company.
The stock option was granted under the
Plan pursuant to a stock option agreement, the form of which has been previously
filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year
ended March 31, 2008. The foregoing description of the stock option
agreement is qualified in its entirety by reference to the full text of such
agreement.
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.
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Date: September
26, 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
Vice
President and Chief Financial
Officer
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