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 9,
2010
____________________
Tegal
Corporation
(Exact
Name of Registrant as Specified in 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)
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.01.
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
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On
September 9, 2010, Tegal Corporation (the “Company”) notified The NASDAQ
Stock Market that, due to the resignation of Ferdinand Seemann from its Board of
Directors (the “Board”),
the Company no longer complies with NASDAQ’s independent directors
requirement for continued listing as set forth in NASDAQ Listing Rule 5606(b)(1)
and NASDAQ’s audit committee composition requirements for continued listing as
set forth in NASDAQ Listing Rule 5605(c)(2)(A). The Company currently
has four directors, only two of whom the Board has determined to be an
“independent director” as such term is defined in NASDAQ Listing Rule
5605(a)(2).
In
accordance with Rules 5605(b)(1)(A) and 5605(c)(4)(B) of the NASDAQ Listing
Rules, the Company has until the earlier of its next annual stockholders’
meeting or September 9, 2011 to regain compliance with the independent directors
and audit committee composition requirements of the NASDAQ Listing Rules,
provided that if its next annual stockholders’ meeting is held on or before
February 9, 2011, then the Company must regain compliance no later than February
9, 2011. The Company intends to evaluate candidates who are qualified to
serve on the Board and the Audit Committee of the Board.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On
September 9, 2010, the Board accepted the resignation of Ferdinand Seemann as a
member of the Board and as a member of all of the committees of the Board on
which he served, effective as of September 9, 2010. Mr. Seemann’s
resignation is not related to any disagreement with the Company’s operations,
policies or practices.
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
9, 2010
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TEGAL
CORPORATION
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By:
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\s\ Christine
Hergenrother
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Name:
Title:
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Christine
Hergenrother
Chief
Financial Officer
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