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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 1999
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TEGAL CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 2201 S. McDowell Boulevard 68-0370244
(State or other jurisdiction Petaluma, CA 94955 (I.R.S. Employer
of incorporation or (Address of principal executive Identification Number)
organization) offices) (Zip Code)
</TABLE>
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TEGAL CORPORATION
AMENDED AND RESTATED EMPLOYEE
QUALIFIED STOCK PURCHASE PLAN
THE AMENDED AND RESTATED
1998 EQUITY PARTICIPATION PLAN
OF TEGAL CORPORATION
(Full title of the plan)
--------------------
MICHAEL L. PARODI
Chairman, President and Chief Executive Officer
TEGAL CORPORATION
2201 S. McDowell Boulevard
Petaluma, CA 94955
(707) 763-5600
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Christopher L. Kaufman, Esq.
Latham & Watkins
135 Commonwealth Drive
Menlo Park, CA 94025
(650) 328-4600
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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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,
$0.01 par value
issuable under:
The Tegal
Corporation Amended
and Restated
Employee Qualified
Stock Purchase
Plan(2) 250,000 NA NA NA
- -------------------------------------------------------------------------------------------------
The Amended and
Restated 1998
Equity
Participation Plan
of Tegal Corporation(3) 300,000 NA NA NA
- -------------------------------------------------------------------------------------------------
Total 550,000 NA $1,621,500 $450.78
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(1) Estimated for the purpose of calculating the registration fee (i)
pursuant to Rule 457(h) on the basis of the price ($3.25) at which
outstanding options to purchase an aggregate of 135,000 shares may be
exercised, and (ii) pursuant to Rule 457(c) for the remaining 415,000
shares registered hereunder (the average ($2.85) of the high ($2.94) and
low ($2.75) prices for the Company's common stock quoted on the Nasdaq
National Market on September 27, 1999).
(2) The Tegal Corporation Amended and Restated Employee Qualified Stock
Purchase Plan authorizes the issuance of 500,000 shares of the Company's
common stock, 250,000 of which were previously registered on Form S-8
(File No. 333-00462) filed with the Commission on January 19, 1996.
(3) The Amended and Restated 1998 Equity Participation Plan of Tegal
Corporation authorizes the issuance of 900,000 shares of the Company's
common stock, 600,000 of which were previously registered on Form S-8
(File No. 333-66781) filed with the Commission on November 4, 1998.
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INCORPORATION OF CONTENTS OF REGISTRATION STATEMENTS
BY REFERENCE
In this registration statement, Tegal Corporation is sometimes referred
to as "we," "us" or "our."
Pursuant to General Instruction E of Form S-8, this registration
statement is filed solely to register an additional 250,000 shares of our common
stock reserved for issuance under our Amended and Restated Employee Qualified
Stock Purchase Plan which increase was approved by our board of directors on
July 21, 1999 and approved by our stockholders on September 21, 1999, and
300,000 shares of our common stock reserved for issuance under our Amended and
Restated 1998 Equity Participation Plan, which increase was approved by our
board of directors on July 21, 1999 and our stockholders on September 21, 1999.
Pursuant to General Instruction E, the following documents which we have
filed with the Securities and Exchange Commission (the "Commission") are hereby
incorporated by reference in this registration statement:
o Registration statements on Form S-8, File No. 333-00462 and Form S-8,
File No. 333-66781, filed with the Commission on January 19, 1996 and
November 4, 1998, respectively, except for the incorporation by
reference contained therein of our registration statement on Form S-1
(File No. 33-84702), as amended , and our latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
o Our Annual Report on Form 10-K for the fiscal year ended March 31,
1999.
o Our Quarterly Report on Form 10-Q for the three months ended June 30,
1999.
The following additional exhibits are also attached for filing:
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<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4.1* Tegal Corporation Amended and Restated Employee Qualified Stock Purchase Plan.
4.2* The Amended and Restated 1998 Equity Participation Plan of Tegal Corporation.
5 Opinion of Latham & Watkins.
23.1 Consent of Latham & Watkins (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included in the signature page to this registration
statement).
</TABLE>
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* Filed as an exhibit to the definitive proxy statement filed July 29, 1999
(File No. 0-26824) and incorporated herein by reference.
ITEM 9. 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:
2
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(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the 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. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
the securities offered would not exceed that which
was registered) and any deviation from the low or
high end of the estimated maximum offering range
may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price
represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in the registration statement or any material
change to such information 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 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, 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.
3
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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 4th day of
October 1999.
TEGAL CORPORATION
By: /s/ MICHAEL L. PARODI
-------------------------------------
Michael L. Parodi
Chairman, 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 Michael L. Parodi 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 October 4, 1999.
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<CAPTION>
Signature Title
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<S> <C>
/s/ MICHAEL L. PARODI Chairman, President, Chief Executive Officer and
- ------------------------------------------ Director (Principal Executive Officer)
Michael L. Parodi
/s/ DAVID CURTIS Vice President, Finance and Administration and
- ------------------------------------------ Chief Financial Officer (Principal Financial
David Curtis Officer)
/s/ KATHY PETRINI Corporate Controller (Principal Accounting
- ------------------------------------------ Officer)
Kathy Petrini
/s/ JEFFREY M. KRAUSS Director
- ------------------------------------------
Jeffrey M. Krauss
/s/ THOMAS R. MIKA Director
- ------------------------------------------
Thomas R. Mika
/s/ FRED NAZEM Director
- ------------------------------------------
Fred Nazem
/s/ EDWARD A. DOHRING Director
- ------------------------------------------
Edward A. Dohring
</TABLE>
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1* Tegal Corporation Amended and Restated Employee Qualified Stock Purchase Plan.
4.2* The Amended and Restated 1998 Equity Participation Plan of Tegal Corporation.
5 Opinion of Latham & Watkins.
23.1 Consent of Latham & Watkins (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on page 5 of this registration statement).
</TABLE>
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* Filed as an exhibit to the definitive proxy statement filed July 29, 1999
(File No. 0-26824) and incorporated herein by reference.
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EXHIBIT 5
[LATHAM & WATKINS LETTERHEAD]
October 4, 1999
Tegal Corporation
2201 South McDowell Boulevard
Petaluma, California 94955
Re: Tegal Corporation
550,000 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, of an aggregate of 550,000 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 Employee Qualified Stock
Purchase Plan (the "Employee Plan"), and the Amended and Restated 1998 Equity
Participation Plan of Tegal Corporation (together with the Employee Plan, the
"Plans") by the Company on Form S-8 filed with the Securities and Exchange
Commission on October 4, 1999 (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 and 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.
We are opining herein as to the effect on the subject transaction
only of the General Corporation Law of the State of Delaware, including
statutory and reported decisional law thereunder, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of any other laws.
<PAGE> 2
October 4, 1999
Page 2
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 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 Plans, including, without limitation, collection of required payment for the
Shares, the Shares will be validly issued, fully paid and nonassessable.
This opinion is rendered only to you and is solely for your
benefit in connection with the transactions covered hereby. This opinion may not
be relied upon by you for any other purpose, or furnished to, quoted to or
relied upon by any other person, firm or corporation for any purpose, without
our prior written consent. 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 ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 28, 1999 relating to the
financial statements, which appears on page 38 of Tegal Corporation's Annual
Report on Form 10-K for the year ended March 31, 1999. We also consent to the
incorporation by reference of our report dated April 28, 1999 relating to the
financial statement schedule, which appears in such Annual Report on Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
San Jose, California
October 1, 1999
