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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 2000
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)
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<S> <C> <C>
DELAWARE 2201 S. McDowell Boulevard 68-0370244
(State or other jurisdiction of Petaluma, CA 94955 (I.R.S. Employer
incorporation or organization) (Address of principal executive offices) Identification Number)
(Zip Code)
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TEGAL CORPORATION
THE SECOND AMENDED AND RESTATED
1998 EQUITY PARTICIPATION PLAN
OF TEGAL CORPORATION
THE SECOND AMENDED AND RESTATED
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
OF TEGAL CORPORATION
(Full title of the plan)
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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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======================================================================================================================
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)
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<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value
issuable under:
The Second
Amended and
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<S> <C> <C> <C> <C>
Restated 1998
Equity Participation 1,000,000 NA NA NA
Plan of Tegal
Corporation(2)
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The Second
Amended and
Restated Stock
Option Plan for 300,000 NA NA NA
Outside Directors of
Tegal
Corporation(3)
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Total 1,300,000 NA $2,335,840 $616.66
======================================================================================================================
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(1) Estimated for the purpose of calculating the registration fee pursuant
to Rule 457(c) for the 1,300,000 shares registered hereunder (the
average ($1.7968) of the high ($2.0312) and low ($1.5625) prices for
the Company's common stock quoted on the Nasdaq National Market on
December 4, 2000).
(2) The Second Amended and Restated 1998 Equity Participation Plan of Tegal
Corporation authorizes the issuance of 1,900,000 shares of the
Company's common stock, 900,000 of which were previously registered on
Form S-8 (File Nos. 333-66781 and 333-88373) filed with the Commission
on November 4, 1998 and October 4, 1999.
(3) The Second Amended and Restated Stock Option Plan for Outside Directors
of Tegal Corporation authorizes the issuance of 600,000 shares of the
Company's common stock, 300,000 of which were previously registered on
Form S-8 (File No. 333-00462) filed with the Commission on January 19,
1996.
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I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 1,000,000 shares of our
common stock reserved for issuance under our Second Amended and Restated 1998
Equity Participation Plan which increase was approved by our board of directors
on July 8, 2000 and approved by our stockholders on September 19, 2000, and an
additional 300,000 shares of our common stock reserved for issuance under our
Second Amended and Restated Stock Option Plan for Outside Directors, which
increase was approved by our board of directors on July 8, 2000 and approved by
our stockholders on September 19, 2000.
Pursuant to General Instruction E, the following documents which we
have filed with the Commission are hereby incorporated by reference in this
registration statement:
o Registration statements on Form S-8 (File Nos. 333-00462, 333-66781
and 333-88373), filed with the Commission on January 19, 1996,
November 4, 1998 and October 4, 1999, 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, as amended, for the fiscal year
ended March 31, 2000.
o Our Quarterly Reports on Form 10-Q for the three months ended June
30, 2000 and September 30, 2000.
o Our Definitive Proxy Statement filed with the Commission on July 28,
2000.
o 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 this description.
o All documents filed with the Commission pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, after the date of this
registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold.
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 registration statement to the extent that a statement
contained in any subsequently filed document which also 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 registration statement.
The following additional exhibits are also attached for filing:
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Exhibit
Number Description
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<S> <C>
4.1* The Second Amended and Restated 1998 Equity Participation Plan of Tegal Corporation.
4.2* The Second Amended and Restated Stock Option Plan for Outside Directors 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).
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* Filed as an exhibit to the definitive proxy statement filed July 28, 2000
(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;
(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 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 a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and 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 Section 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.
4
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(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 (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, 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.
5
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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
December 2000.
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 Paul N.
Erickson 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 December 4, 2000.
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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/ PAUL N. ERICKSON Chief Financial Officer (Principal Financial Officer)
---------------------------------------------------
Paul N. Erickson
/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
Director
---------------------------------------------------
Edward A. Dohring
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1* The Second Amended and Restated 1998 Equity Participation Plan of Tegal Corporation.
4.2* The Second Amended and Restated Stock Option Plan for Outside Directors 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).
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* Filed as an exhibit to the definitive proxy statement filed July 28, 2000
(File No. 0-26824) and incorporated herein by reference.
