<PAGE> 1
DEFINITIVE PROXY STATEMENT
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2)
[ ] Definitive Proxy Statement
[X] Definitive Revised Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Tegal Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
TEGAL CORPORATION
2201 S. MCDOWELL BLVD.
PETALUMA, CA 94953
August 21, 1998
Re: Tegal Corporation's Annual Meeting Proxy Card
To the Stockholders of Tegal Corporation:
You may have previously received a proxy statement dated August 5, 1998
from us together with a form of white proxy card and return envelope.
The form of proxy card previously delivered did not have a box for you to
check if you wished to abstain with respect to voting. We enclose a new form of
proxy card which can be differentiated by its blue stripe and which does contain
a box for you to check if you wish to abstain. Please send the revised proxy
card to indicate your vote.
Very truly yours,
/s/ David Curtis
_________________
David Curtis
Chief Financial Officer
<PAGE> 3
PROXY PROXY
TEGAL CORPORATION
THIS PROXY IS SOLICITED BY AND ON BEHALF ON THE
BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS ON SEPTEMBER 15, 1998.
The undersigned hereby appoints Michael L. Parodi and David Curtis, and
each of them, with full power of substitution in each, as Proxies, and hereby
authorizes them to represent and to vote, as designated below, all shares of
Common Stock of Tegal Corporation which the undersigned may be entitled to vote
at the Annual Meeting of Stockholders to be held on September 15, 1998, and any
and all adjournments thereof.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
- --------------------------------------------------------------------------------
-FOLD AND DETACH HERE-
<PAGE> 4
The Board of Directors recommends that you vote FOR the Please mark [X]
nominees in Proposal 1, and FOR adoption of your vote as
Proposals 2 and 3. indicated in
this example.
1. ELECTION OF DIRECTORS FOR WITHHOLD AUTHORITY
Robert V. Hery, Michael L. Parodi, all nominees listed to vote for all
Jeffrey M. Krauss, Thomas R. Mika, (except as marked nominees listed
Fred Nazem and Edward A. Dohring to the contrary)
[ ] [ ]
INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list above.
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO CONTRARY INSTRUCTION IS INDICATED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE SIX NOMINEES LISTED ABOVE.
2. Proposal to adopt the 1998 Equity
Plan which is being proposed by the FOR AGAINST ABSTAIN
Board of Directors. [ ] [ ] [ ]
3. Proposal to adopt the Amendment to FOR AGAINST ABSTAIN
the Directors Plan which is being [ ] [ ] [ ]
proposed by the Board of Directors.
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting and adjournments
thereof.
ANY PREVIOUS PROXY EXECUTED BY THE UNDERSIGNED IS HEREBY REVOKED.
Receipt of the notice of the Annual Meeting and the Proxy Statement is hereby
acknowledged.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
Signature of
Stockholder______________________________________Dated_______________ , 1998
Note: Please sign exactly as addressed hereon. Joint owners should each
sign. Executors, administrators, trustees, guardians and attorneys should so
indicate when signing. Attorneys should submit powers of attorney. Corporations
and partnerships should sign in full corporate or partnership name by an
authorized officer.
- --------------------------------------------------------------------------------
-FOLD AND DETACH HERE-