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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-K / A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 0-26824
TEGAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 68-0370244
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2201 SOUTH MCDOWELL BLVD
PETALUMA, CALIFORNIA 94954
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (707) 763-5600
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT
TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.01 PAR VALUE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based on the closing sale price of the Common Stock on May 10,
2000, as reported on the Nasdaq National Market was $62,276,020. As of May 10,
2000, 12,455,678 shares of the Registrant's Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for Registrant's 2000 Annual Meeting of
Stockholders to be held on September 19, 2000, will be filed with the Commission
within 120 days after the close of the Registrant's fiscal year and are
incorporated by reference in Part III.
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acquisitions. Prior to 1988, Mr. Tierney held senior operations positions with
Scientific Microsystems, Inc., Ultratech Stepper, Inc. and Diablo Systems Inc.,
a division of Xerox Corporation.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Since October 19, 1995, Tegal's common stock has been traded on the Nasdaq
National Market System under the symbol TGAL. The following table sets forth the
range of high and low sales prices for our common stock for each quarter during
the prior two fiscal years.
<TABLE>
<CAPTION>
HIGH LOW
---- ---
FISCAL YEAR 1999
<S> <C> <C>
First Quarter............................................................... 7 3 11/16
Second Quarter.............................................................. 4 5/8 1 15/16
Third Quarter............................................................... 3 5/8 1 3/8
Fourth Quarter.............................................................. 5 13/16 2 17/32
FISCAL YEAR 2000
First Quarter............................................................... 3 15/16 2 7/8
Second Quarter.............................................................. 4 3/4 2
Third Quarter............................................................... 13 1/2 2
Fourth Quarter.............................................................. 9 11/16 5 1/2
</TABLE>
The approximate number of record holders of our common stock as of March 31,
2000 was 243. We have not paid any cash dividends since our inception and do not
anticipate paying cash dividends in the foreseeable future. Further, our
domestic line of credit restricts the declaration and payment of cash dividends.
16
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TEGAL CORPORATION
By: /s/ MICHAEL L. PARODI
---------------------------------------------
Michael L. Parodi
Chairman, President & Chief Executive Officer
Dated: August 31, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ MICHAEL L. PARODI Chairman, President, Chief Executive Officer and August 31, 2000
------------------------------------------------- Director (Principal Executive Officer)
Michael L. Parodi
/s/ DAVID CURTIS * Chief Financial Officer August 31, 2000
------------------------------------------------- (Principal Financial Officer)
David Curtis
/s/ KATHY PETRINI * Corporate Controller August 31, 2000
------------------------------------------------- (Principal Accounting Officer)
Kathy Petrini
/s/ FRED NAZEM * Director August 31, 2000
-------------------------------------------------
Fred Nazem
/s/ JEFFREY KRAUSS * Director August 31, 2000
-------------------------------------------------
Jeffrey Krauss
/s/ THOMAS R. MIKA * Director August 31, 2000
-------------------------------------------------
Thomas R. Mika
/s/ EDWARD A. DOHRING * Director August 31, 2000
-------------------------------------------------
Edward A. Dohring
* By: /s/ MICHAEL L. PARODI August 31, 2000
-------------------------------------------------
Attorney-in-fact
</TABLE>
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