-----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, PVBhR+o7pZ5qgjDuBuYEmb8Pg66ne9HCVqQ+AT+1DnM8HOSg54jGW4yVk7MUWh8O 0UBy7GCAjKqlsea4YXhXBQ== 0000931059-07-000047.txt : 20071127 0000931059-07-000047.hdr.sgml : 20071127 20071127141635 ACCESSION NUMBER: 0000931059-07-000047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071120 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20071127 DATE AS OF CHANGE: 20071127 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: 071268614 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 fy2008_8k11-272007.htm FORM_8K_CARL_MUSCARI_11_27_2007 fy2008_8k11-272007.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): November 20, 2007
____________________

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

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

2201 South McDowell Boulevard
Petaluma, CA 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 communication 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 1.01.  Entry into a Material Definitive Agreement
 
In connection with the appointment of Mr. Carl Muscari to the Board of Directors (the “Board”) of Tegal Corporation (the “Company”) as an outside independent director (see Item 5.02 below), Mr. Muscari became eligible to receive the following in accordance with the Company’s policies for outside directors:
 
·  
Board Compensation.  Mr. Muscari will receive an annual retainer of $15,000, prorated and effective with the current fiscal quarter.
 
·  
Director Option Grants. In accordance with the provisions of the Tegal Corporation 2007 Incentive Plan (the “Plan”), the Company granted to Mr. Muscari an option to purchase 8,333 shares of the Company’s common stock, with a per share exercise price of $4.63 (which was the closing sales price of the Company’s common stock on November 20, 2007, as reported on the Nasdaq Stock Market).  The stock option will vest on a monthly basis with full vesting occurring on the date of the Company’s next annual stockholder meeting in 2008.

In addition, on November 20, 2007, the Board awarded restricted stock units (RSUs) to the each of the Company’s other outside directors in the following amounts:

Name
Amount of RSUs
Ed Dohring                                                                                    
10,799
Jeff Krause                                                                                    
10,799
Duane Wadsworth                                                                                    
10,799

The RSUs were granted under the Plan and shall vest as follows:  25% on December 18, 2007, 25% on March 18, 2008, 25% on June 18, 2008 and 25% on September 18, 2008.
 
Item 5.02.
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On November 20, 2007, the Board, by unanimous written consent, appointed Carl Muscari to the Board of Directors.  Mr. Muscari was appointed to fill a vacancy on the now five-member Board.  It has not yet been determined which committees of the Board upon which Mr. Muscari will serve.

Mr. Muscari, 56, is currently the Chief Executive Officer of MSRC Co., a leading independent distributor of computer and electronics components based in Brentwood, NH.  During his four-year tenure at MSRC, Mr. Muscari has been credited with the turn-around and modernization of this privately-held company.  From 1999 until 2003, Mr. Muscari served as Chairman and CEO of Video Network Communications, Inc., based in Portsmouth, NH.  Prior to VNCI, Mr. Muscari was President of Acuity Imaging, Inc., a machine vision company, and President  & CEO of Exos, Inc. a private company with force-feedback controls technology incorporated into home video, arcades and PCs, which was sold to Microsoft in 1996.  He was Executive Vice President and Chief Operating Officer of Madison Cable Corp., a high volume manufacturer of electronic cable for the computer industry, and the Vice President and General Manager of the Seals Division of Ferrofluidics Corp., a major supplier to the semiconductor, disk drive and aerospace industries.  Mr. Muscari began his career at Westinghouse Corporation, where he was a thermal-hydraulic engineer and a production manager for Sun Chemical Corporation. In late 2004, more than one year after his departure from VNCI, Mr. Muscari declined, on the advice of his counsel, to give testimony before the House Committee on Energy and Commerce, based on his Fifth Amendment rights.  Mr. Muscari did cooperate with, and provide evidence to, federal prosecutors in connection with the investigation of activities of other VNCI employees.  No charges were ever brought against Mr. Muscari in connection with his service at VNCI.  Mr. Muscari holds a BS Mechanical Engineering degree from Cornell University, an MS Engineering degree from the Massachusetts Institute of Technology and an MBA from the Harvard University Graduate School of Business.

The Company issued a press release announcing the election of Mr. Muscari to the Board, a copy of which is attached to this Report as Exhibit 99.1 and incorporated by reference herein.


ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits.
 
Number
Exhibit
99.1
Press Release dated November 27, 2007.


      
                                 
      
        
      
      
        
      
      
        
    


SIGNATURES

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


Date:  November 27, 2007
 
TEGAL CORPORATION
   
By: 
 /s/ Christine Hergenrother
   
Name:
Title:
Christine Hergenrother
Chief Financial Officer


      
                                 
      
        
      
      
        
      
      
           
    


EXHIBIT INDEX


Number
Exhibit
99.1
Press Release dated November 27, 2007.


      
        
      
      
        
      
      
            
    
 

EX-99.1 2 fy2008pressrelease_11-272007.htm PRESS_RELEASE_11_27_2007_CARL_MUSCARI fy2008pressrelease_11-272007.htm


TEGAL ANNOUNCES NEW BOARD MEMBER
 

 
Petaluma, Calif., November 27, 2007— 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 the appointment of Carl Muscari to its Board of Directors, effective November 20, 2007.
 
Mr. Muscari is currently the Chief Executive Officer of MSRC Co., a leading independent distributor of computer and electronics components based in Brentwood, NH.  During his four-year tenure at MSRC, Mr. Muscari has been credited with the turn-around and modernization of this privately-held company.  From 1999 until 2003, Mr. Muscari served as Chairman and CEO of Video Network Communications (VNCI), Inc., based in Portsmouth, NH.  Prior to VNCI, Mr. Muscari was President of Acuity Imaging, Inc., and President & CEO of Exos, Inc. which was sold to Microsoft in 1996.  He has also held senior executive positions at Madison Cable Corp and the Seals Division of Ferrofluidics Corp., a major supplier to the semiconductor capital equipment industry.  Mr. Muscari holds a BS Mechanical Engineering degree from Cornell University, an MS Engineering degree from the Massachusetts Institute of Technology and an MBA from the Harvard University Graduate School of Business.
 
"We are pleased to welcome Carl to our Board of Directors," said Thomas Mika, President and CEO of Tegal Corporation.  “His extensive leadership experience in small to medium-sized technology-based companies will help to strengthen our board.  Carl also brings substantial business reengineering experience which will be extremely valuable as we look to build on our recent success in this area and continue to deliver improved operating results.”
 
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.
 
Company Contact:
Christine T. Hergenrother
Vice President & Chief Financial Officer
Tegal Corporation
[T] (707) 763-5600
info@tegal.com
 
Agency Contact:
Rakesh Mehta
The Blue Shirt Group
[T] (415) 217-7722
 

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