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Filing Pursuant to Rule 424(b)(2)
Registration Statement No. 333-94093
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JANUARY 7, 2000)
442,822 SHARES
TEGAL CORPORATION
COMMON STOCK
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You should read this prospectus supplement and the accompanying
prospectus carefully before you invest. Both documents contain information you
should consider when making your investment decision.
SEE "RISK FACTORS" BEGINNING ON PAGE 7 OF THE PROSPECTUS TO READ ABOUT
FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF THE COMMON STOCK.
PLAN OF DISTRIBUTION
We are offering 442,822 shares of our common stock to Acqua Wellington
North American Equities Fund Limited, an institutional investor, pursuant to
this prospectus supplement. The common stock will be purchased at a negotiated
purchase price of $2,970,000. The $2,970,000 purchase price reflects recent
volume weighted average price of our common stock on Nasdaq National Market
(subject to a previously negotiated threshold price), net of a 10% discount. In
addition, we will pay to Financial West Group, through its institutional
division Reedland Capital Partners, $178,200 in cash commission on the sale of
our common stock as well as issue to Financial West Group warrants to purchase
30,000 shares of our common stock with a per share exercise price equal to 120%
of the average closing price of our common stock over the ten consecutive
trading days immediately preceding the closing date of this offering. We will
not pay any other compensation in conjunction with this sale of our common
stock. We have agreed to indemnify Acqua Wellington and Financial West Group
against liabilities, including liabilities under the Securities Act of 1933, as
amended.
USE OF PROCEEDS
The net proceeds to us from this offering will be $2,791,800. We plan to
use the net proceeds for general corporate purposes, including:
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- working capital;
- repaying our obligations as they become due; and
- financing capital expenditures.
Pending use of the net proceeds for any of these purposes, we may invest
the net proceeds in short-term investment grade instruments, interest-bearing
bank accounts, certificates of deposit, money market securities, U.S. government
securities or mortgage-backed securities guaranteed by federal agencies.
MARKET FOR OUR COMMON STOCK
On March 27, 2000, the last reported sales price of our common shares on
the Nasdaq National Market was $6.406 per share. Our common stock is listed on
the Nasdaq National Market under the symbol "TGAL." The common stock sold under
this prospectus supplement will be listed on the Nasdaq National Market. As of
March 24, 2000 and before the issuance of shares pursuant to this prospectus
supplement, we had 12,008,086 shares of common stock outstanding.
GENERAL
You should rely only on the information provided or incorporated by
reference in this prospectus supplement and the prospectus. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus supplement is accurate as of any
date other than the date on the front of these documents.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR 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 supplement is March 28, 2000.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROSPECTUS SUPPLEMENT Page
<S> <C>
Plan of Distribution........................................................S-1
Use of Proceeds.............................................................S-1
Market for Our Common Stock.................................................S-2
Legal Matters...............................................................S-2
General.....................................................................S-2
PROSPECTUS
About This Prospectus........................................................3
Where You Can Find More Information..........................................4
Special Note Regarding Forward-Looking Statements............................5
The Company..................................................................6
Use of Proceeds..............................................................7
Risk Factors.................................................................7
General Description of Securities............................................7
Description of Warrants......................................................7
Plan of Distribution.........................................................8
Legal Matters................................................................9
Experts......................................................................9
</TABLE>
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SUBJECT TO COMPLETION, DATED JANUARY 7, 2000
TEGAL CORPORATION
COMMON STOCK
WARRANTS TO PURCHASE COMMON STOCK
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We may from time to time sell up to $8,000,000 in the aggregate of:
- - shares of our common stock, par value $0.01 per share ("Common Stock");
and
- - warrants to purchase Common Stock.
We will provide the specific terms of these securities in
supplements to this prospectus. You should read this prospectus and any
prospectus supplement carefully before you invest.
Our common stock is traded on the Nasdaq National Market under
the symbol "TGAL."
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
We will sell these securities directly to our shareholders or to
purchasers or through agents on our behalf or through underwriters or dealers as
designated from time to time. If any agents or underwriters are involved in the
sale of any of these securities, the applicable prospectus supplement will set
forth the names of the agents or underwriters and any applicable fees,
commissions or discounts.
This prospectus may not be used to consummate sales of securities
unless accompanied by the applicable prospectus supplement.
The date of this prospectus is January 7, 2000.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
We have not authorized any dealer, salesman or other person to
give any information or to make any representation other than those contained or
incorporated by reference in this prospectus and the accompanying supplement to
this prospectus. You must not rely upon any information or representation not
contained or incorporated by reference in this prospectus or the accompanying
prospectus supplement as if we had authorized it. This prospectus and the
accompanying supplement to this prospectus do not constitute an offer to sell or
the solicitation of an offer to buy any securities other than the registered
securities to which they relate, nor do this prospectus and the accompanying
supplement to this prospectus constitute an offer to sell or the solicitation of
an offer to buy securities in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. You should not
assume that the information contained in this prospectus and the supplement to
this prospectus is correct on any date after their respective dates, even though
this prospectus or a supplement is delivered or securities are sold on a later
date.
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In connection with this offering, the underwriters may over-allot
or effect transactions which stabilize or maintain the market price of the
securities at levels above those which might otherwise prevail in the open
market. This stabilizing, if commenced, may be discontinued at any time.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
ABOUT THIS PROSPECTUS........................................................................ 3
WHERE YOU CAN FIND MORE INFORMATION.......................................................... 4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS............................................ 5
THE COMPANY.................................................................................. 6
USE OF PROCEEDS.............................................................................. 7
RISK FACTORS................................................................................. 7
GENERAL DESCRIPTION OF SECURITIES............................................................ 7
DESCRIPTION OF WARRANTS...................................................................... 7
PLAN OF DISTRIBUTION......................................................................... 8
LEGAL MATTERS................................................................................ 9
EXPERTS ..................................................................................... 9
</TABLE>
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ABOUT THIS PROSPECTUS
This prospectus is a part of registration statement that we filed
with the Securities and Exchange Commission utilizing a "shelf" registration
process. Under this shelf registration process, we may sell any combination of
the securities described in this prospectus in one or more offerings up to a
total dollar amount of $8,000,000. This prospectus provides you with a general
description of the securities we may offer. Each time we sell securities, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update
or change information contained in this prospectus supplement together with
additional information described under the next heading "Where You Can Find More
Information."
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WHERE YOU CAN FIND MORE INFORMATION
We file annual and quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You can inspect and copy these reports, proxy statements and other information
at:
- - the public reference facilities maintained by the SEC at Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and
- - the regional offices of the SEC:
Midwest Regional Office, Citicorp Center, Suite 1400, 14th
Floor, 500 West Madison Street, Chicago, Illinois 60661-2511
Northeast Regional Office, Suite 1300, 13th Floor, 7 World Trade
Center, New York, New York 10048.
You can also obtain copies of these materials from the public
reference section of the SEC at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549, at prescribed rates. You can obtain information on the
operation of the public reference room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains a web site (http://www.sec.gov) that makes available reports,
proxy statements and other information regarding registrants that file
electronically with it. You can inspect reports and other information we file at
the office of the New York Stock Exchange, Inc. 20 Broad Street, New York, New
York 10005.
The SEC allows us to "incorporate by reference" the information
we file with it, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is an important part of this prospectus. Any statement contained in a document
incorporated by reference in this prospectus is automatically updated and
superseded if information contained in this prospectus, or information that we
later file with the SEC, modifies or replaces this information. We incorporate
by reference the following documents filed by us with the SEC:
- - Annual Report on Form 10-K for the year ended March 31, 1999;
- - Proxy Statement for the 1999 Annual Meeting of Shareholders;
- - Quarterly Report on Form 10-Q for the period ended June 30, 1999;
- - Quarterly Report on Form 10-Q for the period ended September 30, 1999;
- - the description of the common stock contained in our 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; and
- - all other documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
and before the termination of the offering, which shall be deemed to be
a part hereof from the date of filing of such documents.
To receive a free copy of any of the documents incorporated by reference in this
prospectus (other than exhibits, unless they are specifically incorporated by
reference in the documents), call or write to the Corporate Secretary, Tegal
Corporation, 2201 S. McDowell Blvd., Petaluma, California 94954 (telephone (707)
763-5600).
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes or incorporates by reference
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Forward-looking statements, which are
based on assumptions and describe our future plans, strategies and expectations,
are generally identifiable by the use of the words "anticipate," "believe,"
"estimate," "expect," "intend," "project," or similar expressions. These
forward-looking statements are subject to risks, uncertainties and assumptions
about us. Important factors that could cause actual results to differ materially
from the forward-looking statements we make in this prospectus are set forth
under the caption "Risk Factors" and elsewhere in this prospectus and the
documents incorporated by reference in this prospectus. If one or more of these
risks or uncertainties materialize, or if any underlying assumptions prove
incorrect, our actual results, performance or achievements may vary materially
from any future results, performance or achievements expressed or implied by
these forward-looking statements. All forward-looking statements attributable to
us or persons acting on our behalf are expressly qualified in their entirety by
the cautionary statements in this paragraph. We undertake no obligation to
publicly update or revise any forward-looking statements to reflect future
events or developments.
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THE COMPANY
We design, manufacture, market and service plasma etch systems
used in the fabrication of integrated circuits ("ICs") and other related devices
such as gallium arsenide devices for wireless communications, thin film heads
for disk drives, small flat panels and printer heads. Etching constitutes one of
the principal IC and related device production process steps and must be
performed numerous times in the production of such devices. We were formed in
December 1989 to acquire the operations of the former Tegal Corporation, a
division of Motorola, Inc. ("Motorola"). Our predecessor company was founded in
1972 and acquired by Motorola in 1978.
Our principal executive offices are located at 2201 South
McDowell Road, Petaluma, California 94954 (telephone number (707) 763-5600).
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USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus
supplement, we anticipate that any net proceeds will be used for general
corporate purposes, which may include but are not limited to working capital,
capital expenditures, acquisitions and the repayment or refinancing of our
indebtedness. When a particular series of securities is offered, the prospectus
supplement relating thereto will set forth our intended use for the net proceeds
we receive from the sale of the securities. Pending the application of the net
proceeds, we expect to invest the proceeds in short-term, interest-bearing
instruments or other investment-grade securities.
RISK FACTORS
An investment in our common stock involves a high degree of risk.
You should consider carefully the risk factors contained in our most recent
filing on Form 10-Q or Form 10-K and all other information contained in this
prospectus before deciding to purchase shares of our common stock. Additional
risks and uncertainties that are not yet identified or that we think are
immaterial may also materially harm our business, operating results and
financial condition and could result in a complete loss of your investment.
GENERAL DESCRIPTION OF SECURITIES
We directly or through agents, dealers, or underwriters
designated from time to time, may offer, issue and sell, together or separately,
up to $8,000,000 in the aggregate of:
- - shares of Common Stock; and
- - warrants to purchase Common Stock ("Warrants"), or any combination of
the foregoing, either individually or as units consisting of one or more
of the foregoing, each on terms to be determined at the time of sale.
The Common Stock and the Warrants are collectively referred to
herein as the "Securities."
DESCRIPTION OF WARRANTS
Warrants may be issued independently or together with any Common
Stock and may be attached to or separate from such securities. The warrants are
to be issued under warrant agreements to be entered into between us and a bank
or trust company, as warrant agent, all as shall be set forth in the prospectus
supplement relating to warrants being offered pursuant thereto. As of the date
hereof, we have no warrants outstanding.
TERMS OF WARRANTS
The applicable prospectus supplement will describe the terms of
warrants offered thereby, the warrant agreement relating to such warrants and
the warrant certificates representing such warrants ("Warrant Certificates"),
including the following:
- - the title of such Warrants;
- - the Common Stock for which such Warrants are exercisable;
- - the price or prices at which such Warrants will be issued;
- - if applicable, the number of such Warrants issued with each such share
of Common Stock;
- - if applicable, the date on and after which such Warrants and the related
Common Stock will be separately transferable;
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- - if applicable, a discussion of any material federal income tax
considerations; and
- - any other terms of such Warrants, including terms, procedures and
limitations relating to the exchange and exercise of such Warrants.
Warrant certificates will be exchangeable for new Warrant
certificates of different denominations, and Warrants may be exercised at the
corporate trust office of the Warrant agent or any other office indicated in the
prospectus supplement. Holders of Warrants will not be entitled, by virtue of
being such holders, to vote, to consent, to receive dividends, to receive notice
as stockholders with respect to any meeting of our stockholders for the election
of our directors or any other matter, or to exercise any rights whatsoever as
our stockholders.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder to purchase for cash such
number of shares of Common Stock at such exercise price as shall in each case be
set forth in, or be determinable as set forth in, the prospectus supplement
relating to the Warrants offered thereby. Warrants may be exercised at any time
up to the close of business on the expiration date set forth in the prospectus
supplement relating to the Warrants offered thereby. After the close of business
on the expiration date, unexercised Warrants will become void.
Warrants may be exercised as set forth in the prospectus
supplement relating to the Warrants offered thereby. Upon receipt of payment and
the Warrant Certificate properly completed and duly executed at the corporate
trust office of the warrant agent or any other office indicated in the
prospectus supplement, we will, as soon as practicable, forward the Securities
purchasable upon such exercise. If less than all of the Warrants represented by
such Warrant Certificate are exercised, a new Warrant Certificate will be issued
for the remaining warrants.
PLAN OF DISTRIBUTION
We may sell the Securities to one or more underwriters for public
offering and sale by them or may sell the Securities to investors directly or
through agents. Any such underwriter or agent involved in the offer and sale of
Securities will be named in the applicable prospectus supplement. We have
reserved the right to sell Securities directly to investors on our own behalf in
those jurisdictions where and in such manner as we are authorized to do so.
Underwriters may offer and sell Securities:
- - at a fixed price or prices, which may be changed;
- - at market prices prevailing at the time of sale;
- - at prices related to such prevailing market prices; or
- - at negotiated prices.
We also may, from time to time, authorize dealers, acting as our agents, to
offer and sell Securities upon the terms and conditions as are set forth in the
applicable prospectus supplement. In connection with the sale of Securities,
underwriters may receive compensation from us in the form of underwriting
discounts or commissions and may also receive commissions from purchasers of the
Securities for whom they may act as agent. Underwriters may sell Securities to
or through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agent.
Any underwriting compensation paid by us to underwriters or
agents in connection with the offering of Securities, and any discounts,
concessions or commissions allowed by underwriters to participating
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dealers, will be set forth in the applicable prospectus supplement. Dealers and
agents participating in the distribution of Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the Securities may be deemed to be underwriting
discounts and commissions. Underwriters, dealers and agents may be entitled,
under agreements entered into with us, to indemnification against and
contribution toward certain civil liabilities, including liabilities under the
Securities Act of 1933.
If so indicated in the prospectus supplement, we will authorize
dealers acting as our agents to solicit offers by certain institutions to
purchase the Securities from us at the public offering price set forth in the
applicable prospectus supplement pursuant to delayed delivery contracts
("Contracts") providing for payment and delivery on the date or dates stated in
such prospectus supplement. Each Contract will be for an amount not less than
the amounts stated in the applicable prospectus supplement. Institutions with
whom Contracts, when authorized, may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions but will in all cases be subject
to our approval. Contracts will not be subject to any conditions except:
- - the purchase by the institution of the Securities covered by its
Contract shall not at the time of delivery be prohibited under the laws
of any jurisdiction in the United States to which such institution is
subject; and
- - if the Securities are being sold to underwriters, we shall have sold to
such underwriters the total amount specified in the applicable
prospectus supplement.
A commission indicated in the applicable prospectus supplement
will be paid to underwriters and agents soliciting purchases of Securities
pursuant to Contracts accepted by us.
LEGAL MATTERS
Certain legal matters with respect to the Securities offered by
this prospectus will be passed upon for us by Latham & Watkins, San Francisco,
California.
EXPERTS
The financial statements incorporated by reference to the Annual
Report on Form 10-K for the year ended March 31, 1999 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.
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