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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): December 17, 1996
COMMISSION FILE NUMBER: 01-26824
TEGAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 68-0370244
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2201 SOUTH MCDOWELL BLVD. P.O. BOX 6020 PETALUMA, CALIFORNIA 94955-6020
(Address of principal executive offices)
TELEPHONE NUMBER (707) 763-5600
(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
KPMG Peat Marwick, LLP ("KPMG") has served as Tegal Corporation's (the
"Company's") auditors and has advised the Company on federal, state and local
tax matters. After an evaluation of services provided by a number of independent
accounting firms including their specific experience in the semiconductor
capital equipment industry, the Company's Board of Directors has decided to
engage Price Waterhouse LLP as the Company's independent accountants.
(a) Previous independent accountants
(i) On December 17, 1996, the Company dismissed KPMG as its
independent accountants.
(ii) The reports of KPMG on the financial statements of the Company
for each of the past two fiscal years contained no adverse
opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting
principle.
(iii) The Company's Audit Committee and full Board of Directors
participated in and approved the decision to change
independent accountants.
(iv) During the Company's two most recent fiscal years and through
the date of this report, the Company has had no disagreements
with KPMG on any matter of accounting principles or practices,
financial statement disclosure or auditing scope and
procedure, which disagreements if not resolved to the
satisfaction of KPMG would have caused them to make reference
thereto in their report on the financial statements of the
Company for such years, except for the disagreement over
auditing scope and procedure described below.
In June 1996, the Company's management disagreed with KPMG
over an issue of auditing scope and procedure. KPMG asked the
Company to confirm an accounts receivable balance which
Company management felt did not need to be confirmed in the
manner requested by KPMG. However, the Company subsequently
did obtain the required confirmation. Nevertheless, the
objection of Company management may be deemed a disagreement
over audit scope and procedure as defined by SEC rules. The
Company has subsequently received payment for substantially
all of the invoice in question.
The Audit Committee met and discussed via teleconference the
above described disagreement over audit scope and procedure
with KPMG on August 5, 1996. The Company has authorized KPMG
to respond fully to the inquiries of Price Waterhouse LLP, the
Company's new independent accountants, concerning the
disagreement summarized above.
(v) During the Company's two most recent fiscal years and through
the date of this report, the Company has had no reportable
events (as defined in Item 304 (a)(1)(v) of Regulation S-K).
(vi) The Company has requested that KPMG furnish it with a letter
addressed to the SEC stating whether or not it agrees with the
above statements. A copy of such letter, dated December 17,
1996, is filed as Exhibit 16 to this Form 8-K.
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(b) New independent accountants
(i) The Company engaged Price Waterhouse LLP as its new
independent accountants as of December 17, 1996. During the
two most recent fiscal years and through the date of this
report, the Company has not consulted with Price Waterhouse
LLP on items which (1) were or should have been subject to SAS
50 or (2) concerned the subject matter of a disagreement or
reportable event with KPMG (as described in Item 304 (a)(2)
Regulation S-K).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 16 Letter from KPMG Peat Marwick, LLP to the Securities
and Exchange commission dated December 17, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated December 18, 1996
TEGAL CORPORATION
(Registrant)
/s/ David Curtis
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David Curtis
Vice President Finance and Administration
Chief Financial Officer, Treasurer and
Secretary (Principal Financial Officer)
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EXHIBIT 16
[KPMG PEAT MARWICK LLP Letterhead]
December 17, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Tegal Corporation and, under the
date of April 23, 1996, we reported on the consolidated financial statements of
Tegal Corporation and subsidiaries as of March 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the years in the
three-year period ended March 31, 1996. On December 17, 1996 our appointment as
principal accountants was terminated. We have read Tegal Corporation's
statements included under Item 4 of its Form 8-K, dated December 17, 1996, and
we agree with such statements, except that we are not in a position to agree or
disagree with Tegal Corporation's statements, (i) regarding the reason for
changing principal accountants, (ii) that Price Waterhouse LLP was not
consulted "on items which were or should have been subject to SAS 50 or (2)
concerned the subject matter of a disagreement or reportable event with KPMG
(as described in item 304(a)(2) Regulation S-K)," and (iii) that the Company's
Audit Committee and full Board of Directors participated in and approved the
decision to change independent accountants.
Very truly yours,
/s/ KPMG Peat Marwick LLP
cc: Dave Curtis - Tegal Corporation
