DEFINITIVE PROXY STATEMENT 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 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) [ ] Definitive Proxy Statement [X] Definitive Revised Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Tegal Corporation - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transactions applies: - -------------------------------------------------------------------------------- (3) 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): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials: - -------------------------------------------------------------------------------- [ ] 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: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement no.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: - -------------------------------------------------------------------------------- TEGAL CORPORATION 2201 S. MCDOWELL BLVD. PETALUMA, CA 94953 August 21, 1998 Re: Tegal Corporation's Annual Meeting Proxy Card To the Stockholders of Tegal Corporation: You may have previously received a proxy statement dated August 5, 1998 from us together with a form of white proxy card and return envelope. The form of proxy card previously delivered did not have a box for you to check if you wished to abstain with respect to voting. We enclose a new form of proxy card which can be differentiated by its blue stripe and which does contain a box for you to check if you wish to abstain. Please send the revised proxy card to indicate your vote. Very truly yours, /s/ David Curtis _________________ David Curtis Chief Financial Officer PROXY PROXY TEGAL CORPORATION THIS PROXY IS SOLICITED BY AND ON BEHALF ON THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS ON SEPTEMBER 15, 1998. The undersigned hereby appoints Michael L. Parodi and David Curtis, and each of them, with full power of substitution in each, as Proxies, and hereby authorizes them to represent and to vote, as designated below, all shares of Common Stock of Tegal Corporation which the undersigned may be entitled to vote at the Annual Meeting of Stockholders to be held on September 15, 1998, and any and all adjournments thereof. (CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE) - -------------------------------------------------------------------------------- -FOLD AND DETACH HERE- The Board of Directors recommends that you vote FOR the Please mark [X] nominees in Proposal 1, and FOR adoption of your vote as Proposals 2 and 3. indicated in this example. 1. ELECTION OF DIRECTORS FOR WITHHOLD AUTHORITY Robert V. Hery, Michael L. Parodi, all nominees listed to vote for all Jeffrey M. Krauss, Thomas R. Mika, (except as marked nominees listed Fred Nazem and Edward A. Dohring to the contrary) [ ] [ ] INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list above. THIS PROXY WILL BE VOTED AS DIRECTED. IF NO CONTRARY INSTRUCTION IS INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE SIX NOMINEES LISTED ABOVE. 2. Proposal to adopt the 1998 Equity Plan which is being proposed by the FOR AGAINST ABSTAIN Board of Directors. [ ] [ ] [ ] 3. Proposal to adopt the Amendment to FOR AGAINST ABSTAIN the Directors Plan which is being [ ] [ ] [ ] proposed by the Board of Directors. 4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Annual Meeting and adjournments thereof. ANY PREVIOUS PROXY EXECUTED BY THE UNDERSIGNED IS HEREBY REVOKED. Receipt of the notice of the Annual Meeting and the Proxy Statement is hereby acknowledged. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE Signature of Stockholder______________________________________Dated_______________ , 1998 Note: Please sign exactly as addressed hereon. Joint owners should each sign. Executors, administrators, trustees, guardians and attorneys should so indicate when signing. Attorneys should submit powers of attorney. Corporations and partnerships should sign in full corporate or partnership name by an authorized officer. - -------------------------------------------------------------------------------- -FOLD AND DETACH HERE-