-----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, UEq1E8owAhLZsx3bDgNr0w78J1C6Xb6A83+/LNuATS0nTWA2QWqPIXZPpxyiFnvO hkGA8XD+fKdCGNsGpNiQJQ== 0000931059-09-000013.txt : 20090623 0000931059-09-000013.hdr.sgml : 20090623 20090623163722 ACCESSION NUMBER: 0000931059-09-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090623 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090623 DATE AS OF CHANGE: 20090623 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: 09905725 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 fy20108k06-23_2009.htm 8K_06_23_2009 fy20108k06-23_2009.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): June 19, 2009
____________________

Tegal Corporation
(Exact Name of Registrant as Specified in 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 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
 

As previously reported on a Current Report on Form 8-K filed with the SEC on June 17, 2009, Edward A. Dohring resigned from the Board of Directors (the “Board”) of Tegal Corporation (the “Company”) effective June 16, 2009.  On June 16, 2009, the Company notified The NASDAQ Stock Market LLC (“NASDAQ”) that, due to the resignation of Mr. Dohring, the Company no longer complies with NASDAQ's independent directors requirement for continued listing as set forth in NASDAQ Listing Rule 5606(b)(1) and NASDAQ's audit committee composition requirements for continued listing as set forth in NASDAQ Listing Rule 5605(c)(2)(A).

On June 19, 2009, the Company received a letter from NASDAQ (the “Letter”) indicating that, in accordance with Rules 5605(b)(1) and 5605(c)(4) of the NASDAQ Listing Rules, NASDAQ will provide the Company a cure period to regain compliance equal to the earlier of the Company’s next annual shareholders’ meeting or June 16, 2010, or, if the next annual shareholders’ meeting is held before December 14, 2009, then the Company must evidence compliance no later than December 14, 2009.  The Company intends to evaluate candidates who are qualified to serve on the Board and the Audit Committee of the Board.

In accordance with NASDAQ Listing Rule 5810(b), the Company issued a press release on June 23, 2009 to announce that the Company had received the Letter.  A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.
Financial Statements and Exhibits
 

(d) Exhibits.

Exhibit No.
Description
99.1
Press release dated June 23, 2009.





 
 
 

 


 
 
 

 

 

SIGNATURES



Date:  June 23, 2009
 
TEGAL CORPORATION
   
By: 
/s/ Christine T. Hergenrother 
   
Name:
Title:
Christine T. Hergenrother
Vice President and Chief Financial Officer


 
 
 

 


EXHIBIT INDEX

Exhibit No.
Description
99.1
Press release dated June 23, 2009.




 
 
 

 

EX-99.1 2 fy20108k06-23_2009pr.htm 8K_06_23_2009_PR fy20108k06-23_2009pr.htm
 
 

 

Exhibit 99.1
 
 
Christine T. Hergenrother
CFO Tegal Corporation
(707) 763-5600
info@tegal.com


TEGAL CORPORATION PROVIDED A CURE PERIOD TO COMPLY WITH NASDAQ INDEPENDENT DIRECTOR AND AUDIT COMMITTEE REQUIREMENTS


PETALUMA, Calif., June 23, 2009—Tegal Corporation (NASDAQ: TGAL) today announced that, following the company’s notification to The NASDAQ Stock Market LLC that, as a result of the recent resignation of Edward A. Dohring from Tegal’s board of directors, it no longer complies with NASDAQ's independent directors requirement for continued listing as set forth in NASDAQ Listing Rule 5606(b)(1) and NASDAQ's audit committee composition requirements for continued listing as set forth in NASDAQ Listing Rule 5605(c)(2)(A), the company received notice from The NASDAQ Stock Market LLC that it had been provided a period under the NASDAQ Listing Rules during which the company can cure the deficiency.
 
Under the NASDAQ Listing Rules, the company may regain compliance within a cure period equal to the earlier of the Company’s next annual shareholders’ meeting or June 16, 2010, or, if the next annual shareholders’ meeting is held before December 14, 2009, then the Company must evidence compliance no later than December 14, 2009.
 
The company intends to evaluate qualified candidates to fill the vacancy created by Mr. Dohring’s resignation with a goal of curing the deficiency prior to the expiration of the cure period.
 
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 other similar expressions.  These forward-looking statements are subject to risks, uncertainties and assumptions about the company including, but not limited to, the company’s ability to cure the deficiency by identifying and appointing a qualified person to serve on the company’s board and audit committee.  All forward-looking statements attributable to us or persons action 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 Corporation
 
Tegal is an innovator of specialized production solutions for the fabrication of advanced MEMS, power ICs and optoelectronic devices found in products like smart phones, networking gear, solid-state lighting and digital imaging.  The Company’s plasma etch and deposition tools enable sophisticated manufacturing techniques, such as 3D interconnect structures formed by intricate silicon etch, also known as Deep Reactive Ion Etching (DRIE).  Tegal combines proven expertise with practical system strategies to deliver application-specific solutions that are robust and reliable and deliver exceptional process quality and high yields at a lower overall cost of ownership.  Headquartered in Petaluma, California, the company has more than 35 years of expertise and innovation in specialized technologies, over 100 patents and an installed base of more than 1900 systems worldwide.  Please visit us on the web at www.Tegal.com.
 

 
 
 

 

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