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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 1996
REGISTRATION NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
TEGAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 68-0370244
(State or other 2201 S. McDowell Boulevard (I.R.S. Employer
jurisdiction of P.O. Box 6020 Identification
incorporation or Petaluma, CA 94955-6020 Number)
organization) (Address of principal executive offices)
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TEGAL CORPORATION
AMENDED AND RESTATED
EQUITY INCENTIVE PLAN
TEGAL CORPORATION
1990 STOCK OPTION PLAN
(Full title of the plan)
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ROBERT V. HERY
President and Chief Executive Officer
TEGAL CORPORATION
2201 S. McDowell Boulevard
P.O. Box 6020
Petaluma, CA 94955-6020
(707) 763-5600
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Christopher L. Kaufman, Esq.
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, CA 94111-2586
(415) 391-0600
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Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Title of Amount Maximum Aggregate Amount of
Securities to to be Offering Price Offering Registration
be Registered Registered Per Share (1) Price (1) Fee (1)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,700,001 $4.9778 $8,462,382.33 $2,918.06
$0.01 par value
</TABLE>
(1) Estimated for the purpose of calculating the registration fee (i)
pursuant to Rule 457(h) on the basis of the exercise price per share of
outstanding options for 27,869 shares at $7.25 per share and (ii)
pursuant to Rule 457(c) for the remaining 1,672,132 shares registered
hereunder (the average ($4.94) of the high ($5.125) and low (4.75)
prices for the Company's Common Stock quoted on the Nasdaq National
Market on September 16, 1996).
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The following documents which have been filed with the Securities and Exchange
Commission (the "Commission") by Tegal Corporation, a Delaware corporation (the
"Company"), are hereby incorporated by reference in this Registration Statement:
1. The Company's Registration statement on Form S-8 (File No. 333-462)
filed with the Commission on January 19, 1996, except for the
incorporation by reference contained therein of the Company's
Registration Statement on Form S-1 (File No. 33-84702), as amended,
and the Company's latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended.
2. The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996.
3. The Company's Quarterly Report on Form 10-Q for the three months
ended June 30, 1996.
4. The Company's Current Report on Form 8-K filed on September 5, 1996.
EXHIBITS
The following exhibits are attached as part of this Registration Statement:
Exhibit
Number Description of Exhibit
-------- -----------------------
4.1* Amended and Restated Equity Incentive Plan.
4.2* 1990 Stock Option Plan.
5 Opinion of Latham & Watkins.
23.1 Consent of Latham & Watkins (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on page 3 of this Registration
Statement).
- ---------------
* Filed as an exhibit to the Company's Registration Statement on Form S-1 (File
No. 33-84702) and incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Petaluma, State of California on this 20th day of
September 1996.
TEGAL CORPORATION
By: /s/ ROBERT V. HERY
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Robert V. Hery
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Robert V. Hery and David Curtis with
full power of substitution and full power to act without the other, his true and
lawful attorney-in-fact and agent to act for him in his name, place and stead,
in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully, to all intents
and purposes, as they or he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 20, 1996.
Signature Title
/s/ ROBERT V. HERY Chairman of the Board, President and
- ---------------------------------- Chief Executive Officer (Principal
Robert V. Hery Executive Officer)
/s/ DAVID CURTIS Vice President of Finance and
- ---------------------------------- Administration and Chief Financial
David Curtis Officer (Principal Financial Officer)
/s/ WILLIAM F. O'SHEA Corporate Controller (Principal
- ---------------------------------- Accounting Officer)
William F. O'Shea
/s/ FRED NAZEM Director
- ----------------------------------
Fred Nazem
/s/ JEFFREY M. KRAUSS Director
- ----------------------------------
Jeffrey M. Krauss
/s/ THOMAS R. MIKA Director
- ----------------------------------
Thomas R. Mika
/s/ EDWARD A. DOHRING Director
- ----------------------------------
Edward A. Dohring
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INDEX TO EXHIBITS
Exhibit Page
4.1* Amended and Restated Equity Incentive Plan.
4.2* 1990 Stock Option Plan.
5 Opinion of Latham & Watkins.
23.1 Consent of Latham & Watkins (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on page 3 of this Registration
Statement).
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* Filed as an exhibit to the Company's Registration Statement on Form S-1 (File
No. 33-84702) and incorporated herein by reference.
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EXHIBIT 5
[LATHAM & WATKINS LETTERHEAD]
September 20, 1996
Tegal Corporation
2201 S. McDowell Boulevard
P.O. Box 6020
Petaluma, CA 94955-6020
Re: Tegal Corporation
1,700,001 shares of Common Stock, par value $0.01 per share
Ladies/Gentlemen:
In connection with the registration under the Securities Act of
1933, as amended (the "Act"), of an aggregate of 1,700,001 shares (the "Shares")
of common stock, par value $0.01 per share of Tegal Corporation (the "Company")
issuable under the Tegal Corporation Amended and Restated Equity Incentive Plan
and Tegal Corporation 1990 Stock Option Plan (collectively, the "Plans") by the
Company on Form S-8 filed with the Securities and Exchange Commission (the
"Commission") on September 20, 1996 (the "Registration Statement"), you have
requested our opinion with respect to the matters set forth below.
In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares. In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
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[LATHAM & WATKINS LETTERHEAD]
Tegal Corporation
September 20, 1996
Page 2
We are opining herein as to the effect on the subject transaction
only of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of any
other laws, or as to any matters of municipal law or the laws of any other local
agencies within the state.
Subject to the foregoing, it is our opinion that the Shares to be
issued under the Plans have been duly authorized, and upon the issuance and
delivery of the Shares, in the manner contemplated by the respective Plans, and
assuming the Company completes all actions and proceedings required on its part
to be taken prior to the issuance and delivery of the Shares pursuant to the
terms of the respective Plans, including, without limitation, collection of
required payment for the Shares, the Shares will be validly issued, fully paid
and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Tegal Corporation
We consent to incorporation by reference in this registration statement on Form
S-8 of Tegal Corporation of our reports dated April 23, 1996, relating to the
consolidated balance sheets of Tegal Corporation and subsidiaries as of March
31, 1996 and 1995, and the related consolidated statements of operations,
stockholders' equity (deficit), and cash flows for each of the years in the
three-year period ended March 31, 1996, and the related financial statement
schedule, which reports appear in the March 31, 1996 annual report on Form 10-K
of Tegal Corporation.
/s/ KPMG Peat Marwick LLP
Palo Alto, California
September 20, 1996
