UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No.    )*

 

TEGAL CORPORATION

(Name of Issuer)

 

COMMON STOCK, PAR VALUE $.01 PER SHARE

(Title of Class of Securities)

 

879008 10 0

(CUSIP Number)

 

September 9, 2003

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[     ]

Rule 13d-1(b)

[ X ]

Rule 13d-1(c)

[     ]

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

 

CUSIP No.  879008 10 0

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
PAUL PACKER

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[ X ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
171,428

 

6.

Shared Voting Power
1,199,997

 

7.

Sole Dispositive Power
171,428

 

8.

Shared Dispositive Power
1,199,997

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,371,425

 

 

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares  (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (11)
7.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
GLOBIS CAPITAL ADVISORS, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[ X ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,199,997

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,199,997

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,199,997

 

 

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [     ]

 

 

 

 

11.

Percent of Class Represented by Amount in Row (11)
6.7%

 

 

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
GLOBIS CAPITAL PARTNERS, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[     ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,199,997

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,199,997

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,199,997

 

 

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares  (See Instructions)  [     ]

 

 

11.

Percent of Class Represented by Amount in Row (11)
6.7%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4



 

Item 1.

 

(a)

Name of Issuer:
Tegal Corporation

 

(b)

Address of Issuer’s Principal Executive Offices:
2201 South McDowell Boulevard
Petaluma, California 94954

 

Item 2.

 

(a)

Names of Persons Filing:
Paul Packer
Globis Capital Advisors, L.L.C. (“Globis LLC”)
Globis Capital Partners, L.P. (“Globis LP”)

 

Paul Packer is the managing member of Globis LLC.  Globis LLC is the general partner of Globis LP.

 

(b)

Address of Principal Business Office or, if none, Residence:
The principal business office of Paul Packer, Globis LLC and Globis LP is 60 Broad Street, New York, New York 10004. 

 

(c)

Citizenship:
Paul Packer is a United States citizen.  Globis LLC is a Delaware limited liability company.  Globis LP is a Delaware limited partnership.

 

(d)

Title of Class of Securities:
1,371,425 shares of Common Stock

 

 

5



 

 

(e)

CUSIP Number:
879008 10 0

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

N/A

 

(a)

[  ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

[  ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

[  ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

[  ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

[  ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

[  ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

[  ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

[  ]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

[  ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

[  ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

 

1,371,425 shares (including 1,142,857 shares of Common Stock issuable upon conversion of debentures and 228,568 shares of Common Stock issuable upon exercise of warrants)

 

(b)

Percent of class: 

 

7.6%

 

 

 

 

6



 

 

(c)

Number of shares as to which Paul Packer has:

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

171,428

 

 

(ii)

Shared power to vote or to direct the vote   

 

 

1,199,997

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

171,428

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

1,199,997

 

 

 

 

 

(c)

Number of shares as to which Globis LLC has:

 

 

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

0

 

 

(ii)

Shared power to vote or to direct the vote   

 

 

1,199,997

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

1,199,997

 

 

 

 

 

(c)

Number of shares as to which Globis LP has:

 

 

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

0

 

 

(ii)

Shared power to vote or to direct the vote   

 

 

1,199,997

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

0

 

7



 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

1,199,997

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [   ]

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

N/A

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

 

N/A

 

Item 8.

Identification and Classification of Members of the Group.

 

N/A

 

Item 9.

Notice of Dissolution of Group:

 

N/A

 

Item 10.

Certification:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

8



 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: November 3, 2003

 

 

 

/s/ PAUL PACKER

 

 

 

 

 

GLOBIS CAPITAL ADVISORS, L.L.C.

 

 

 

 

 

By:

/s/ Paul Packer

 

 

Name:

Paul Packer

 

Title:

Managing Member

 

 

 

 

GLOBIS CAPITAL PARTNERS, L.P.

 

 

 

By: Globis Capital Advisors, L.L.C., its general partner

 

 

 

 

By:

/s/ Paul Packer

 

 

Name:

Paul Packer

 

Title:

Managing Member

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

 

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

9



 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, $.01 par value, of Tegal Corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.

 

In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of November 3, 2003. 

 

 

/s/ PAUL PACKER

 

 

 

 

 

 

GLOBIS CAPITAL ADVISORS, L.L.C.

 

 

 

 

 

 

 

By:

/s/ Paul Packer

 

 

Name:

 Paul Packer

 

Title:

 Managing Member

 

 

 

 

GLOBIS CAPITAL PARTNERS, L.P.

 

 

 

 

By: Globis Capital Advisors, L.L.C., its general partner

 

 

 

 

By:

/s/ Paul Packer

 

 

Name:

Paul Packer

 

Title:

Managing Member

 

10