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As filed with the Securities and Exchange Commission on September 25, 1998
REGISTRATION NO. 333-52265
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TEGAL CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE TEGAL CORPORATION 68-0370244
(State or Other Jurisdiction 2201 SOUTH MCDOWELL BOULEVARD (I.R.S. Employer
of Incorporation or Organization) P.O. BOX 6020 Identification Number)
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PETALUMA, CALIFORNIA 94955-6020
(707) 763-5600
(Address, including ZIP code, and
telephone number, including area code,
of registrant's principal executive offices)
MICHAEL L. PARODI
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
TEGAL CORPORATION
2201 SOUTH MCDOWELL BOULEVARD
P.O. BOX 6020
PETALUMA, CALIFORNIA 94955-6020
(707) 763-5600
(Name, address, including ZIP code, and telephone number,
area code, of agent for service)
COPIES TO:
CHRISTOPHER L. KAUFMAN, ESQ.
H. JANE SUNG, ESQ.
LATHAM & WATKINS
75 Willow Road
Menlo Park, California 94025
(650) 328-4600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act of 1933 registration statement number
of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PROSPECTUS
TEGAL CORPORATION
1,195,813 SHARES OF COMMON STOCK
($0.01 PAR VALUE PER SHARE)
This Prospectus relates to the offer and sale of up to 1,195,813 shares
(the "Shares") of common stock, par value $0.01 per share (the "Common Stock"),
of Tegal Corporation, a Delaware corporation (the "Company" or "Tegal"), by a
stockholder of the Company, Benefit Capital Management Corporation, as
Investment Manager for The Prudential Insurance Company of America, Separate
Account No. VCA-GA-5298 (the "Selling Stockholder"). The Shares may be offered
and sold from time to time by the Selling Stockholder. The Selling Stockholder
anticipates that, if and when offered and sold, such offers and sales may be
effected by the Selling Stockholder through one or more underwriters, licensed
brokers, dealers or agents, and directly to one or more purchasers, in one or
more transactions on the Nasdaq National Market pursuant to and in accordance
with the rules of the Nasdaq National Market or any other national securities
exchange on which the Common Stock may become listed, in negotiated transactions
or otherwise, at prices related to the prevailing market prices or at negotiated
prices. See "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares. The Company will bear substantially all registration expenses of the
offering of the Shares, except that the Selling Stockholder will pay any
applicable underwriting discounts and selling commissions and other fees, costs
and expenses of the Selling Stockholder relating to the sale or disposition of
the Shares.
The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "TGAL." On September 24, 1998 the last reported sale price for the
Common Stock of the Company as reported on the Nasdaq National Market was $2.38.
--------------
SEE "RISK FACTORS" COMMENCING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK
OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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The date of this Prospectus is September __, 1998
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (including all amendments
thereto, the "Registration Statement") with respect to the securities offered
hereby. As permitted by the rules and regulations of the Commission, this
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto. For further information about
the Company and the securities offered hereby, reference is made to the
Registration Statement and the exhibits thereto, which may be examined without
charge at the public reference facilities maintained by the Commission at Room
1204, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
copies of which may be obtained from the Commission upon payment of the
prescribed fees. Statements contained in this Prospectus concerning the
provisions of documents filed with the Registration Statement as exhibits are
necessarily summaries of such documents and each statement is qualified in its
entirety by reference to the applicable document filed with the Commission.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. The Registration Statement, the exhibits and schedules forming a
part thereof and the reports, proxy statements and other information filed by
the Company with the Commission in accordance with the Exchange Act can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1204, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7
World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission maintains a web site that contains reports, proxy and information
statements and other information regarding registrants who file with the
Commission and certain of the Company's filings are available at such web site:
http://www.sec.gov. In addition, the Common Stock is listed on the Nasdaq
National Market and reports and other information concerning the Company may be
inspected at the offices of the National Association of Securities Dealers, Inc.
at 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company under the Exchange Act with
the Commission are incorporated herein by reference.
(a) Quarterly Report on Form 10-Q for the period ended June 30,
1998;
(b) Current Report on Form 8-K dated May 11, 1998;
(c) Annual Report on Form 10-K for the fiscal year ended March 31,
1998; and
(d) The description of the Company's Common Stock contained in the
Company's 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 reports updating such description.
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All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
A copy of any or all of the documents incorporated or deemed to be
incorporated herein by reference (other than exhibits to such documents which
are not specifically incorporated by reference therein) will be provided without
charge to any person to whom a copy of this Prospectus is delivered, upon
written or oral request. Copies of this Prospectus, as amended or supplemented
from time to time, and any other documents (or parts of documents) that
constitute part of this Prospectus under Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act"), will also be provided without charge to
each such person, upon written or oral request. Requests for such copies should
be addressed to David Curtis, Vice President, Finance and Administration, Chief
Financial Officer and Secretary, 2201 South McDowell Road, P. O. Box 6020,
Petaluma, California 94955-6020 (telephone number (707) 763-5600).
FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated by reference herein
contain projections and other forward-looking statements within the meanings of
Section 27A of the Securities Act and Section 21E of the Exchange Act, which
statements involve risks and uncertainties. For this purpose, any statements
contained or incorporated herein that are not statements of historical fact may
be deemed to be forward looking statements. Without limiting the foregoing, the
words "anticipates," "plans," "expects," and similar expressions are intended to
identify forward-looking statements. Actual results could differ materially from
these forward-looking statements and projections as a result of certain factors,
including the factors set forth under "Risk Factors" herein.
THE COMPANY
The Company designs, manufactures, markets and services plasma etch
systems used in the fabrication of integrated circuits ("ICs") and related
devices in the thin film head, small flat panel and printer head applications.
Etching constitutes one of the principal IC production process steps and must be
performed numerous times in the production of an IC. The Company was formed in
December 1989 to acquire the operations of the former Tegal Corporation, a
division of Motorola, Inc. ("Motorola"). The predecessor company was founded in
1972 and acquired by Motorola in 1978. The principal executive offices of the
Company are at 2201 South McDowell Road, P.O. Box 6020, Petaluma, California
94955-6020 (telephone number (707) 763-5600).
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For a more detailed discussion of the business and properties of the
Company, see the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1998, which is incorporated by reference herein.
RISK FACTORS
In addition to the other information in this Prospectus, prospective
purchasers of the Shares offered hereby should carefully consider the other risk
factors set forth in "Business" included in the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 1998, which is incorporated herein by
reference.
THE SELLING STOCKHOLDER
The Company was formed in December 1989 to acquire substantially all of
the assets of the former Tegal Corporation in a leveraged acquisition (the
"Acquisition"). In December 1989, in connection with the Acquisition, the
Selling Stockholder, as Investment Manager for The Prudential Insurance Company
of America, Separate Account No. VCA-GA-5298, provided the Company a term loan
in the aggregate principal amount of $8.0 million, and in partial consideration
for such loan, the Company granted the Selling Stockholder, on behalf of such
account, a warrant to purchase 228,571 shares of Series A Preferred Stock at an
exercise price of $2.43 per share (the "Series A Warrant"). In November 1991,
the Company issued the Selling Stockholder, on behalf of such account, 822,838
shares of Series A Preferred Stock for $2.0 million, or $2.43 per share. In
March 1993, the Company and the Selling Stockholder, on behalf of such account,
converted the $8.0 million term loan and approximately $1.2 million of accrued
and unpaid interest thereon into 876,190 shares of Series C Preferred Stock and
876,190 shares of Series D Preferred Stock. In December 1994, the Company issued
to the Selling Stockholder, on behalf of such account, 154,285 shares of Common
Stock in exchange for the cancellation of Series A Warrant. The Selling
Stockholder converted all shares of Series A, Series C and Series D Preferred
Stock held by it on behalf of such account into shares of Common Stock on a
1-for-1 basis upon the closing of the Company's initial public offering on
October 1995 and immediately thereafter, on behalf of such account, sold 983,690
shares of Common Stock. On September 1, 1998, the Selling Stockholder sold
550,000 shares of Common Stock.
The Selling Stockholder also beneficially owns approximately 31% limited
partnership interest in Nazem & Company III, L.P. ("Nazem"). As of the date
hereof, Nazem beneficially owns 3,291,399 shares of Common Stock representing
approximately 31.0% of the outstanding shares of Common Stock and has two
representatives on the Board of Directors of the Company. In addition, the
Selling Stockholder has representation on the Valuation Committee of Nazem
(which values securities held by Nazem but does not affect voting or investment)
and owns limited partnership interests in two other funds affiliated with Nazem,
neither of which owns any capital stock of the Company.
As of the date of this Prospectus, the Selling Stockholder beneficially
owns the Shares, or approximately 11.3% of the Company's issued and outstanding
shares of Common Stock. If all of the Shares are sold and the Selling
Stockholder does not acquire additional securities of the Company, the
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Selling Stockholder will not hold any outstanding shares of Common Stock upon
the termination of this offering.
Except as otherwise noted above, the Company is unaware of any material
relationship between the Selling Stockholder and the Company in the past three
years other than as a result of the ownership of the Shares.
USE OF PROCEEDS
The Shares are being sold by the Selling Stockholder for its own
account, and the Company will not receive any of the proceeds from the sale of
the Shares.
PLAN OF DISTRIBUTION
The Selling Stockholder or its pledges, donees, transferees or other
successors in interest may offer Shares from time to time, but may not offer
Shares after January __, 1999 (120 days after the date of this Prospectus)
pursuant to this Registration Statement, depending on market conditions and
other factors, in one or more transactions on the Nasdaq National Market or
other national securities exchanges on which the Common Stock is traded, in the
over the counter market or otherwise, at market prices prevailing at the time of
sale, at negotiated prices or at fixed prices. The Shares may be offered in any
manner permitted by law, including through underwriters, licensed brokers,
dealers or agents, and directly to one or more purchasers. Sales of Shares may
involve (i) sales to underwriters who will acquire Shares for their own account
and resell them in one or more transactions at fixed prices or at varying prices
determined at time of sale, (ii) block transactions in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction, (iii)
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account, (iv) an exchange distribution in accordance with the rules of
any such exchange and (v) ordinary brokerage transactions and transactions in
which a broker solicits purchasers. Brokers and dealers may receive compensation
in the form of underwriting discounts, concessions or commissions from the
Selling Stockholder and/or purchasers of Shares for whom they may act as agent
(which compensation may be in excess of customary commissions). The Selling
Stockholder and any broker or dealer that participates in the distribution of
Shares may be deemed to be underwriters and any commissions received by them and
any profit on the resale of Shares positioned by a broker or dealer may be
deemed to be underwriting discounts and commissions under the Securities Act. In
the event the Selling Stockholder engages an underwriter in connection with the
sale of the Shares, to the extent required, a Prospectus Supplement will be
distributed, which will set forth the number of Shares being offered and the
terms of the offering, including the names of the underwriters, any discounts,
commissions and other items constituting compensation to underwriters, dealers
or agents, the public offering price and any discounts, commissions or
concessions allowed or reallowed or paid by underwriters to dealers.
In addition, the Selling Stockholder may, from time to time, sell shares
in transactions under Rule 144 promulgated under the Securities Act.
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Pursuant to the Amended and Restated Information and Registration Rights
Agreement dated as of March 31, 1990, as amended (the "Registration Rights
Agreement"), with Tegal Corporation Limited, a predecessor to the Company and
the other persons listed thereto, the Company will pay substantially all
registration expenses of the offering of the Shares, and the Selling Stockholder
will pay all underwriting discounts and selling commissions and other fees,
costs and expenses of the Selling Stockholder relating to the sale or
disposition of the Shares. The Company has agreed to indemnify the Selling
Stockholder and any other person who sells Shares pursuant to this Prospectus,
and any officer, director or agent of such person, against certain liabilities
under federal securities laws.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Latham & Watkins, Menlo Park, California.
EXPERTS
The consolidated statements and consolidated financial statement
schedule of Tegal Corporation and subsidiaries as of March 31, 1998 and 1997 and
for each of the two years then ended incorporated by reference in this
Prospectus have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants given on the authority of
said firm as experts in auditing and accounting.
The consolidated statements of operations, stockholders' equity
(deficit) and cash flows and consolidated financial statement schedule of Tegal
Corporation and subsidiaries for the year ended March 31, 1996, have been
incorporated by reference herein and in the Registration Statement in reliance
upon the reports of KPMG Peat Marwick LLP, independent auditors, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
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NO DEALER, SALES PERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTAINED,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREAFTER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATIONS THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
TABLE OF CONTENTS
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PAGE
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Available Information ................................................... 2
Incorporation of Certain
Information by Reference .............................................. 2
Forward-Looking Statements .............................................. 3
The Company ............................................................. 3
Risk Factors ............................................................ 4
The Selling Stockholder ................................................. 4
Use of Proceeds ......................................................... 5
Plan of Distribution .................................................... 5
Legal Matters ........................................................... 6
Experts ................................................................. 6
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1,195,813 SHARES
TEGAL CORPORATION
COMMON STOCK
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PROSPECTUS
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September __, 1998
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses relating to the registration of the Shares will be borne by
the Company. Such expenses are set forth in the table below. All amounts are
estimates except the Securities Act registration fee.
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Securities Act Registration Fee................................. $2,415*
Legal Fees and Expenses (other than Blue Sky)................... 5,000
Accounting Fees and Expenses.................................... 10,000
Blue Sky Fees and Expenses...................................... 5,000
Miscellaneous................................................... ______
Total........................................................... $22,415
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* Previously paid.
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation provides that to the fullest
extent permitted by the Delaware General Corporation Law ("DGCL"), a director of
the Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director. Subsection (b)(7) of Section
102 of the DGCL enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director to the corporation or its stockholders for monetary
damages for violations of the director's fiduciary duty, except (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the
DGCL (providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from which
a director derived an improper personal benefit. The effect of the provision of
the Company's Certificate of Incorporation is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of the
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i) through (iv) above. This provision does not limit or eliminate the
rights of the Company or any stockholder to seek nonmonetary relief such as an
injunction or rescission in the event of a breach of a director's duty of care.
Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any present or former director, officer, employee or agent of the
corporation, or any individual serving at the Company's request as a director,
officer or employee of another organization, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding provided that such director, officer, employee or agent acted in good
faith and in a manner reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
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proceeding, provided further that such director, officer, employee or agent had
no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
present or former director, officer, employee or agent who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit
provided that such director, officer, employee or agent acted in good faith and
in a manner reasonably believed to be in, or not opposed to, the best interests
of the corporation, except that no indemnification may be made in respect to any
claim, issue or matter as to which such director, officer, employee or agent
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all of the circumstances of the case, such director,
officer, employer or agent is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director, officer,
employee or agent has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys fees) actually and reasonably incurred by him in connection
therewith; that indemnification and advancement of expenses provided for, by, or
granted pursuant to Section 145 shall not be deemed exclusive of any other
rights to which the indemnified party may be entitled; and empowers the
corporation to purchase and maintain insurance on behalf of a present or former
director, officer, employee or agent of the corporation, or any individual
serving at the Company's request as a director, officer or employee of another
organization, against any liability asserted against him or incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145.
The Company's Certificate of Incorporation provides that the Company
shall indemnify its directors, officers, employees and agents against losses
incurred by any such person by reason of the fact that such person was acting in
such capacity. In addition, pursuant to an agreement with holders of securities
providing for registration rights, such holders are entitled to be indemnified
by the Company for certain liabilities under federal securities laws.
The Company has in effect directors' and officers' liability policies in
the aggregate amount of $10 million covering all of its directors and officers.
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ITEM 16. EXHIBITS.
The following documents are filed as part of this Registration
Statement.
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EXHIBIT NUMBER DESCRIPTION
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3.1 Certificate of Incorporation of Tegal Corporation, as amended
(incorporated herein by reference to Exhibits 3(i).1 and 3(i).2
included in Registrant's Registration Statement on Form S-1 (No.
33-84702)).
3.2 By-Laws of Tegal Corporation (incorporated by reference to
Exhibit 3(ii) included in Registrant's Registration Statement on
Form S-1 (File No. 33-84702)).
4.1 Information and Registration Rights Agreement between Tegal
Corporation and the other persons listed thereto dated as of
December 19, 1989, as amended to date (incorporated herein by
reference to Exhibit 4.2 included in Registrant's Registration
Statement on Form S-1 (No. 33-84702)).
4.2 Specimen form of certificate of the Registrant's Common Stock
(incorporated herein by reference to Exhibit 4.1 included in
Registrant's Registration Statement on Form S-1 (No. 33-84702)).
5.1* Opinion of Latham & Watkins.
23.1 Consent of Latham & Watkins (included in its opinion filed as
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of KPMG Peat Marwick LLP.
24.1* Powers of Attorney.
</TABLE>
*Previously filed.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously discussed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration, by means of a post-effective amendment,
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE> 13
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-3 and has duly caused this
Post-Effective Amendment No. 1 to this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Petaluma, State of California, on the 25th day of September, 1998.
TEGAL CORPORATION,
a Delaware corporation
By: /s/ MICHAEL L. PARODI
----------------------------------------
Michael L. Parodi
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to this Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael L. Parodi President, September 25, 1998
---------------------- Chief Executive Officer
Michael L. Parodi and Director
(Principal Executive Officer)
/s/ David Curtis Vice President, Finance and September 25, 1998
----------------
David Curtis Administration and
Chief Financial Officer
(Principal Financial Officer)
/s/ William O'Shea Corporate Controller September 25, 1998
------------------- (Principal Accounting Officer)
William O'Shea
* Chairman of the Board September 25, 1998
-------------------
Robert V. Hery
* Director September 25, 1998
-------------------
Jeffrey M. Krauss
* Director September 25, 1998
-------------------
Thomas R. Mika
</TABLE>
II-5
<PAGE> 14
<TABLE>
<S> <C> <C>
* Director September 25, 1998
-------------------
Fred Nazem
* Director September 25, 1998
-------------------
Edward A. Dohring
*By: /s/ DAVID CURTIS
---------------------------------
David Curtis, as Attorney-in-Fact
</TABLE>
II-6
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
3.1 Certificate of Incorporation of Tegal Corporation, as amended
(incorporated herein by reference to Exhibits 3(i).1 and 3(i).2
included in Registrant's Registration Statement on Form S-1 (No.
33-84702)).
3.2 By-Laws of Tegal Corporation (incorporated by reference to
Exhibit 3(ii) included in Registrant's Registration Statement on
Form S-1 (File No. 33-84702)).
4.1 Information and Registration Rights Agreement between Tegal
Corporation and the other persons listed thereto dated as of
December 19, 1989, as amended to date (incorporated herein by
reference to Exhibit 4.2 included in Registrant's Registration
Statement on Form S-1 (No. 33-84702)).
4.2 Specimen form of certificate of the Registrant's Common Stock
(incorporated herein by reference to Exhibit 4.1 included in
Registrant's Registration Statement on Form S-1 (No. 33-84702)).
5.1* Opinion of Latham & Watkins.
23.1 Consent of Latham & Watkins (included in its opinion filed as
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of KPMG Peat Marwick LLP.
24.1* Powers of Attorney.
</TABLE>
*Previously filed.
<PAGE> 1
Exhibit 23.2
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
April 24, 1998 appearing on page 38 of Tegal Corporation's Annual Report on
Form 10-K for the year ended March 31, 1998. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule
which appears on page S-2 of such Annual Report on Form 10-K. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
San Jose, California
September 23, 1998
<PAGE> 1
Exhibit 23.3
The Board of Directors
Tegal Corporation:
We consent to incorporation herein by reference of our reports dated April 23,
1996, relating to the consolidated statements of operations, stockholders'
equity (deficit) and cash flows of Tegal Corporation and subsidiaries for the
year ended March 31, 1996, and the related schedule, which reports appear in the
March 31, 1998, annual report on Form 10-K of Tegal Corporation and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Mountain View, California
September 25, 1998
