-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NDt1TikF64wr3p6LCoKU06bbENWvitSWR4FOnZ139NfT6ZxmWlbEE5xbc+ZlU90q 2VCiwBwVHNbwhLYsMc9xhw== 0000931059-05-000010.txt : 20050308 0000931059-05-000010.hdr.sgml : 20050308 20050308154931 ACCESSION NUMBER: 0000931059-05-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050302 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050308 DATE AS OF CHANGE: 20050308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEGAL CORP /DE/ CENTRAL INDEX KEY: 0000931059 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 680370244 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26824 FILM NUMBER: 05666827 BUSINESS ADDRESS: STREET 1: 2201 SOUTH MCDOWELL BLVD CITY: PETALUMA STATE: CA ZIP: 94954 BUSINESS PHONE: 7077635600 MAIL ADDRESS: STREET 1: 2201 SOUTH MCDOWELL BLVD CITY: PETALUMA STATE: CA ZIP: 94954 8-K 1 form8k030705.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

        Date of report (Date of earliest event reported): March 2, 2005

_________________

Tegal Corporation
(Exact name of Registrant as Specified in its Charter)

Delaware 000-26824 68-0370244
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

2201 South McDowell Boulevard
Petaluma, California 94954
(Address of Principal Executive Offices)

(707) 763-5600
(Registrant’s telephone number, including area code)

——————————————————————
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

        On March 2, 2005, Tegal Corporation (the "Company") announced the resignation of the Company's President, Chief Executive Officer and Chairman of the Board of Directors, Michael L. Parodi. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

        On March 2, 2005, the Company's Board of Director's appointed Thomas R. Mika, currently the Executive Vice President and Chief Financial Officer of the Company, as interim Chief Executive Officer and President, pending a search for a new Chief Executive Officer. The information required by Item 401(b), (d), and (e) and Item 404(a) of Regulation S-K with respect to Mr. Mika is incorporated by reference from our revised Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 29, 2004.

        Christine Hergenrother, CPA, 39, was appointed as interim Chief Financial Officer, Secretary and Treasurer by the Company’s Board of Directors on March 2, 2005. At the time of this appointment, Ms. Hergenrother was the Director of Corporate Development for the Company, a position she assumed in June 2004, with principal responsibility for Sarbanes-Oxley and general SEC compliance matters. Between September 2002 and March 2004, Ms. Hergenrother was the Corporate Controller of Amarin Pharmaceuticals, Inc. From February 1997 until September 2002, Ms. Hergenrother held increasingly responsible positions within the Company’s finance department. Prior to the Company, she was a senior accountant at Mindscape Inc. and a staff auditor at the firm of Pisenti & Brinker, LLP. Ms. Hergenrother holds a Bachelor of Science degree in Business Management from Illinois State University. Ms. Hergenrother is a member of the American Institute of Certified Public Accountants and the California Society of CPA’s.

Item 9.01. Financial Statements and Exhibits

        (c) Exhibits.

Exhibit No. Description
99.1 Press Release dated March 2, 2005

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 8, 2005 TEGAL CORPORATION
By: /s/ Thomas R. Mika
Name: Thomas R. Mika
Title: Chief Executive Officer

EX-99 2 parodipr_020205.htm PARODI PRESS RELEASE

Exhibit 99.1

MICHAEL PARODI RESIGNS AS CHIEF EXECUTIVE OFFICER OF TEGAL CORPORATION

Petaluma, Calif., March 2, 2005 — Tegal Corporation (Nasdaq:TGAL), a leading designer and manufacturer of plasma etch and deposition systems used in the production of integrated circuits and nanotechnology devices, today announced that Michael Parodi had resigned as president, chief executive officer, chairman and a member of the Board of Directors of the Company. Pending a search for a new chief executive officer, Thomas R. Mika, currently the executive vice president and chief financial officer of the Company, will serve as interim chief executive officer and president of Tegal. Duane Wadsworth, an outside director, will serve as chairman of the Board.

Tegal stated that Mr. Parodi had been asked for his resignation by Tegal’s Board of Directors promptly following the Board first becoming aware that Mr. Parodi had been found to have violated California securities laws in connection with the repurchase in 1995 of shares by Semiconductor Systems, Inc., a privately held company of which Mr. Parodi was the chief executive officer and a director. The case is Hsu v. Semiconductor Systems, Inc. et al., case no. H-1931194 in the California Superior Court for Alameda County and cases nos. A097708, A097974 and A098305 in the California Court of Appeal for the First Appellate District. All activities at issue in the case took place before Mr. Parodi joined Tegal Corporation in 1998 and Semiconductor Systems, Inc. has never had any relationship or interactions with Tegal Corporation.

Safe Harbor Statement

Except for historical information, matters discussed in this news release contain 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 the Company including, but not limited to industry conditions, economic conditions, acceptance of new technologies and market acceptance of the Company’s products and services. 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. For a further discussion of these risks and uncertainties, please refer to the Company’s periodic filings with the Securities and Exchange Commission.

About Tegal

Tegal provides process and equipment solutions to leading edge suppliers of advanced semiconductor and nanotechnology devices. Incorporating unique, patented etch and deposition technologies, Tegal’s system solutions are backed by over 35 years of advanced development and over 100 patents. Some examples of devices enabled by Tegal technology are energy efficient memories found in portable computers, cellphones, PDAs and RFID applications; megapixel imaging chips used in digital and cellphone cameras; power amplifiers for portable handsets and wireless networking gear; and MEMS devices like accelerometers for automotive airbags, microfluidic control devices for ink jet printers; and laboratory-on-a-chip medical test kits. More information is available on the Internet at: www.tegal.com.

Contact:

Tegal Corporation
Thomas Mika
(Interim President & Chief Executive Officer), 707/763-5600

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