<PAGE>
As filed with the Securities and Exchange Commission on January 7, 2000
Registration No. 333-94093
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TEGAL CORPORATION
DELAWARE 68-0370244
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2201 S. McDowell Blvd.
Petaluma, California 94954
(707) 763-5600
(Address, including zip code, and telephone number of
Registrant's principal executive offices)
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Michael L. Parodi
President and Chief Executive Officer
Tegal Corporation
2201 S. McDowell Blvd.
Petaluma, California 94954
(707) 763-5600
(Name, address, including ZIP code, and telephone
number, including area code, of agent for service)
COPIES TO:
Christoper L. Kaufman, Esq.
Latham & Watkins
135 Commonwealth Dr.
Menlo Park, California 94025
(650) 328-4600
Fax: (650) 463-2600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: As soon as practicable after the effective date of this registration
statement.
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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, 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, check the following
box and list the Securities Act 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 this form is a post-effective amendment filed pursuant to Rule
462(d) 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. / /
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<PAGE>
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY 7, 2000
TEGAL CORPORATION
COMMON STOCK
WARRANTS TO PURCHASE COMMON STOCK
-----------
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.
<PAGE>
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.
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
PAGE
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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
2
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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;
- 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
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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 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:
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- 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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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses to be paid by us in connection with the distribution of
the securities being registered are as set forth in the following table:
<TABLE>
<CAPTION>
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Securities and Exchange Commission Fee............................................... $ 2,112
*Legal Fees and Expenses.............................................................. 10,000
*Accounting Fees and Expenses......................................................... 10,000
*Miscellaneous........................................................................ 2,888
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*Total............................................................................ 25,000
=======
</TABLE>
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* Estimated.
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
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
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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.
ITEM 16. EXHIBITS
<TABLE>
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<S> <C>
1.1* Form of Underwriting Agreement.
4.1 Certificate of Incorporation of the Company (incorporated by reference to Exhibits 3(i).1
and 3(i).2 included in the Company's Registration Statement on Form S-1 (No. 33-84702)).
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3(ii) included in the Company's
Registration Statement on Form S-1 (No. 33-84702)).
4.3 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 by reference to Exhibit 4.2
included in the Company's Registration Statement on Form S-1 (No. 33-84702)).
4.4** Form of Warrant Agreement for Warrants.
5.1*** Opinion of Latham & Watkins.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2*** Consent of Latham & Watkins (included in Exhibit 5).
24.1*** Powers of Attorney.
</TABLE>
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*To be filed by a report on Form 8-K pursuant to Regulation S-K, Item 601(b).
**To be filed by amendment or incorporated by reference in connection with
the offering of the Securities.
***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 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 SEC 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 the information
required to be included in a post-effective amendment by paragraphs
(a)(1)(i) and (a)(1)(ii) above may be contained in periodic reports
filed 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 section 15(d) of the
Securities Exchange Act of 1934 and (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.
(e) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(h) 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
Securities Act of 1933 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 their 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Petaluma, California on January 7, 2000.
TEGAL CORPORATION
By /s/ Michael L. Parodi
------------------------
Michael L. Parodi
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
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 January 7, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Michael L. Parodi Chairman of the Board, President and Chief Executive
- --------------------- Officer (Principal Executive Officer)
Michael L. Parodi
* Vice President, Finance and Administration, Secretary,
- --------------------- Treasurer and Chief Financial Officer
David Curtis (Principal Financial Officer)
* Director
- ---------------------
Jeffrey M. Krauss
* Director
- ---------------------
Thomas R. Mika
* Director
- ---------------------
Fred Nazem
* Director
- ---------------------
Edward A. Dohring
</TABLE>
*By /s/ Michael L. Parodi
---------------------
Attorney-in-fact
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C>
1.1* Form of Underwriting Agreement.
4.1 Certificate of Incorporation of the Company (incorporated by reference to Exhibits 3(i).1
and 3(i).2 included in the Company's Registration Statement on Form S-1 (No. 33-84702)).
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3(ii) included in the
Company's Registration Statement on Form S-1 (No. 33-84702)).
4.3 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 by reference to Exhibit 4.2
included in the Company's Registration Statement on Form S-1 (No. 33-84702)).
4.4** Form of Warrant Agreement for Warrants.
5.1*** Opinion of Latham & Watkins.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2*** Consent of Latham & Watkins (included in Exhibit 5).
24.1*** Powers of Attorney.
</TABLE>
- -----------
*To be filed by a report on Form 8-K pursuant to Regulation S-K, Item 601(b).
**To be filed by amendment or incorporated by reference in connection with
the offering of the Securities.
***Previously filed.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated April 28, 1999, relating to the
financial statements and the financial statement schedule, 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 reference to us under the heading
"Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
San Jose, California
January 6, 2000
