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CALCULATION
OF FILING
FEE
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Transaction
Valuation*
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Amount
of Filing Fee*
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$936,964
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$107.00
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*
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Estimated
solely for purposes of calculating the amount of the filing fee.
This
amount assumes that options to purchase 310,812 shares of common
stock of
Tegal Corporation, par value $0.01 per share (“Common Stock”), having
an aggregate value of $936,964 will be exchanged pursuant to this
offer.
The aggregate value is calculated based upon the Black-Scholes option
pricing model as of November 3, 2006.
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**
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The
amount of the filing fee calculated in accordance with Rule 0-11(b)
of the
Securities Exchange Act of 1934, as amended, equals $107.00 for each
$1,000,000 of the aggregate transaction valuation.
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|
x
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Check
the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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| Amount Previously Paid: $107.00 | Filing Party: Tegal Corporation | |
| Form or Registration No.: Schedule TO (File No. 005-45451) | Date Filed: November 8, 2006. |
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¨
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Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender
offer.
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¨
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third-party
tender offer subject to
Rule 14d-1.
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x
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issuer
tender offer subject to
Rule 13e-4.
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¨
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going-private
transaction subject to
Rule 13e-3.
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¨
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amendment
to Schedule 13D under
Rule 13d-2.
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1.
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The
fourth full paragraph on the front cover of the Offer has been revised
to
read as follows:
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2.
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The
fifth full paragraph on the front cover of the Offer has been revised
to
read as follows:
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3.
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The
second sentence in the last full paragraph on the front cover of
the Offer
has been revised to read as
follows:
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4.
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Question
8 under the “Summary of Terms of the Offer” has been revised to read as
follows:
|
| Q8. |
If
I participate, how many RSUs or New Options will I
receive?
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5.
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Question
33 under the “Summary of Terms of the Offer” has been revised to read as
follows:
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| Q33. |
Who can I talk to if I have questions
about
the Offer?
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6.
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The
fifth full paragraph in Section 1. “Number of Options; Expiration Date”
has been revised to read as
follows:
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7.
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The
sixth full paragraph in Section 1. “Number of Options; Expiration Date”
has been revised to read as
follows:
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8.
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The
first bullet in Section 6. “Conditions of this Offer” has been revised to
read as follows:
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| · |
if
any action or proceeding by any government agency, authority or
tribunal
or any other person, domestic or foreign, is threatened or pending
before
any court, authority, agency or tribunal that directly or indirectly
challenges the making of this Offer, the acquisition of some or
all of the
exchanged Eligible Options, the issuance of RSUs and/or New Options,
or
otherwise relates to this Offer or that, in our reasonable judgment,
could
materially and adversely affect our business, financial condition,
income
or operations;
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9.
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The
fifth bullet in Section 6. “Conditions of this Offer” has been revised to
read as follows:
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| · |
if
any of the following change or changes occur in our business, financial
condition, assets, income, operations or stock
ownership:
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| (a) |
litigation
or other proceedings are instituted against us, or any of our officers
or
members of our Board in their capacities as such, before or by any
federal, state or local court, commission, regulatory body, administrative
agency or other governmental or legislative body, domestic or foreign,
in
which an unfavorable ruling, decision, action, order, decree or finding
resulting from such litigation or proceeding would materially and
adversely affect Tegal collectively with our
subsidiaries;
|
| (b) |
a material loss or interference
with our
business or properties from fire, explosion, flood or other casualty,
whether or not covered by insurance;
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(c)
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the suspension of trading in
our equity
securities by the SEC or by the Nasdaq Stock
Market; or
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(d)
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a material change in the prospects
for our
business resulting from any number of factors such as a material
adverse
change in the financial or securities markets in the United States
or
elsewhere, or in political, financial or economic conditions in the
United
States or elsewhere, or any outbreak or material escalation of foreign
or
domestic hostilities or other calamity or crisis that could, in our
reasonable judgment, have a material adverse effect on the business,
financial condition or operations of Tegal or our subsidiaries or
on the
trading in our common stock.
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10.
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The
second-to-last paragraph in Section 6 “Conditions of this Offer” has been
revised to read as
follows:
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11.
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The
last line entry in the Price Range of Common Stock table in Section
7
“Price Range of Common Stock” has been revised to read as
follows:
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High
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Low
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|||||
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“Third
Quarter (through November 15, 2006)…..…………………….…
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$
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5.08
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$
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3.61
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12.
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The
second full paragraph in Section 7 “Price Range of Common Stock” has been
revised to read as
follows:
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13.
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The
first full paragraph in Section 8. “Source and Amount of Consideration;
Terms of RSUs and New Option Grants” has been revised to read as
follows:
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14.
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The
first full paragraph of Section 15 “Additional Information” has been
revised to read as
follows:
|
| (a) |
our
Annual Report on Form 10-K for our fiscal year ended March 31, 2006,
filed with the SEC on June 13, 2006;
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(b)
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our
Quarterly Report on Form 10-Q for our quarter ended June 30, 2006,
filed with the SEC on August 14, 2006;
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(c)
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our
Quarterly Report on Form 10-Q for our quarter ended September 30,
2006, filed with the SEC on November 14,
2006
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(d)
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our
Definitive Proxy Statement for our 2006 Annual Meeting of Stockholders,
filed with the SEC on June 20, 2006; and
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(e)
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the
description of the common stock contained in our Registration Statement
on
Form 8-A (File No. 01-26824), which was declared effective by the
Commission on October 18, 1995, including any subsequently filed
amendments and related
reports.
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1.
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The
second sentence of the first full paragraph is revised to read as
follows:
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Fiscal
Year Ended March 31,
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Six
Months Ended
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|||||||||||
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2004
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2005
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2006
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Sept.
30, 2006
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Ratio
of earnings to fixed charges (1)
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—
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—
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—
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—
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(1)
For
purposes of computing the ratio of earnings to fixed charges, fixed
charges consist of interest expense on capital leases and interest
on
debenture financing. Earnings were insufficient to cover fixed charges
by
$41,463, $4,000, $0, and $0 in fiscal years 2004, 2005, 2006 and
the six
months ended September 30,
2006.
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| Tegal Corporation | ||
| |
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| By: | /s/ Christine T. Hergenrother | |
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Christine T. Hergenrother |
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| Its: | Chief Financial Officer | |
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Exhibit
Number
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Description
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|||
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99.(a)(1)(A)
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Offer
to Exchange Certain Outstanding Options to Purchase Common Stock,
dated
November 7, 2006.*
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99.(a)(1)(B)
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Form
of Stock Option Exchange Election Form.*
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99.(a)(1)(C)
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Tegal’s
Proxy Statement for the 2006 Annual Meeting of Stockholders, filed
with
the SEC on June 29, 2006 and incorporated herein by reference.*
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99.(a)(1)(D)
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Tegal
Corporation’s Annual Report on Form 10-K for its fiscal year ended
March 31, 2006, filed with the SEC on June 13, 2006, and incorporated
herein by reference.*
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99.(b)
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Not
applicable.
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99.(d)(1)
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Eighth
Amended and Restated 1998 Equity Participation Plan, incorporated
herein
by reference to Tegal’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2006.*
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99.(d)(2)
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Form
of Non-Qualified Stock Option Agreement.*
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99.(d)(3)
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Form
of Restricted Stock Unit Agreement.*
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99.(g)
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Not
applicable.
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99.(h)
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Not
applicable.
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____________
*
Previously filed with original Tender Offer Statement on Schedule
TO on
November 8, 2006.
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