8-K

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): September 25, 2012

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.)

44 Montgomery Street, Suite 800

San Francisco, CA 94104-4811

 (Address of Principal Executive Offices)

(415) 248-5350

 (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):

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03. Amendments to Articles of Incorporation.

On September 25, 2012, Tegal Corporation (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation to change its name to “CollabRx, Inc” (the “Name Change”). As discussed below, the Company’s stockholders approved the Certificate of Amendment at the Company’s Annual Meeting of Stockholders. The Certificate of Amendment is filed as Exhibit 3.1 to this report.  A copy of the press release issued by the Company announcing the change of its name is attached as Exhibit 99.1 to this report.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 25, 2012, the Company held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”).  The following items of business were considered and voted upon at the Annual Meeting: (i) election of Gilbert A. Bellini, James M. Karis, Jeffrey M. Krauss, Thomas R. Mika and Carl Muscari as members of the Board of Directors of the Company to hold office for a one-year term and until their successors are duly elected and qualified; (ii) approval of an amendment to the Company’s Certificate of Incorporation to change the Company’s name to CollabRx, Inc.; and (iii) ratification of the appointment of Burr, Pilger & Mayer LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending March 31, 2013.

The number of shares of common stock entitled to vote at the Annual Meeting was 1,688,807. The number of shares of common stock present or represented by valid proxy at the annual meeting was 1,450,839.  All matters submitted to a binding vote of stockholders at the Annual Meeting were approved. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the matters voted upon at the Annual Meeting, are set forth below:

(i) Election of Directors

Director Nominee	Votes For	Votes Withheld
Gilbert A. Bellini	187,659	51,253
James M. Karis	211,531	27,381
Jeffrey M. Krauss	160,735	78,177
Thomas R. Mika	187,803	51,109
Carl Muscari	188,691	50,221

There were 1,211,927 broker non-votes regarding the election of directors.

(ii) Amendment to the Company’s Certificate of Incorporation

Stockholders approved an amendment to the Company’s Certificate of Incorporation to change the Company’s name to CollabRx, Inc.  The results of the voting were 1,413,529 votes for, 33,709 votes against, and 3,601 votes abstained. There were no broker non-votes regarding this proposal.

(iii) Ratification of Auditors

Stockholders ratified the appointment of Burr, Pilger & Mayer LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2013.  The results of the voting were 1,398,559 votes for, 49,646 votes against, and 2,634 votes abstained.  Broker non-votes were not counted as votes for or against this proposal and were not included in counting the number of votes necessary for approval of this proposal.

Item 8.01. Other Events.

In connection with the Name Change, the Company’s common stock, which previously traded under the ticker symbol “TGAL” on the Nasdaq Capital Market, will begin trading under the new ticker symbol “CLRX” on September 27, 2012.  In addition, the Company’s common stock has been assigned a new CUSIP number of 19422J 108 in connection with the Name Change. Outstanding stock certificates representing shares of common stock of the Company will continue to be valid and need not be exchanged in connection with the Name Change.

Item 9.01. Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment to Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on September 25, 2012.
99.1	Press Release, dated September 25, 2012

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:  September 25, 2012	TEGAL CORPORATION
	By:	/s/ Thomas R. Mika
	Name: Title:	Thomas R. Mika  President and Co-Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Amendment to Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on September 25, 2012.
99.1	Press Release, dated September 25, 2012

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

TEGAL CORPORATION

It is hereby certified that:

1.           The name of the corporation is Tegal Corporation (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”).

2.           The Certificate of Incorporation of the Corporation, as amended, is hereby amended by deleting Article FIRST thereof and inserting in lieu of said Article the following new Article FIRST:

“FIRST: The name of the corporation (hereinafter the “Corporation”) is CollabRx, Inc.”

3.           The amendment of the Certificate of Incorporation herein certified has been duly adopted by the Board of Directors and the stockholders of the Corporation in accordance with the provisions of Section 242 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to Certificate of Incorporation to be executed by its duly authorized officer this 25th day of September, 2012.

TEGAL CORPORATION
By:	/s/ Thomas R. Mika
Name:		Thomas R. Mika
Title:		President and Co-Chief Executive Officer

EX-99.1

Exhibit 99.1

News Release

Tegal Corporation / CollabRx, Inc.  44 Montgomery St., Suite 800 San Francisco, CA  94104    [T] 415-248-5350 [F] 415-248-5351

TEGAL RECEIVES SHAREHOLDER APPROVAL TO CHANGE CORPORATE NAME

TO COLLABRX, INC.

San Francisco, Calif., September 25, 2012 — Tegal Corporation (NASDAQ: TGAL) today announced shareholder approval of an amendment to its Certificate of Incorporation changing its corporate name to CollabRx, Inc.  Tegal obtained shareholder approval of the name change at its annual meeting today.

CollabRx stock will begin trading Thursday, September 27, 2012 on the Nasdaq Stock Market under the symbol, CLRX. The corporate name and trading symbol change follows the July 12, 2012, closing of a transaction in which Tegal acquired CollabRx, Inc., a privately held technology company in the rapidly growing market of interpretive content and data analytics for genomics-based medicine.

The Chief Executive Officers of the two constituent companies, Thomas Mika of Tegal and James Karis of CollabRx, serve as co-CEOs of the combined, publicly traded company, with headquarters in San Francisco, CA.   Mr. Mika continues to be Chairman of the company.

Shareholders today approved the election of Messrs. Mika and Karis, as well as Tegal directors Gilbert Bellini, Jeffrey M. Krauss and Carl Muscari, to one-year terms as members of the CollabRx Board of Directors.  Shareholders today also ratified the appointment of Burr, Pilger & Mayer LLP as the company’s Independent Registered Public Accounting Firm for the fiscal year ending March 31, 2013.

The corporate name change will not affect the validity or transferability of any currently outstanding stock certificates.  It is not necessary for shareholders with certified shares to surrender or exchange any stock certificates they currently hold as a result of the corporate name change.

CollabRx offers cloud-based expert systems that provide clinically relevant interpretive knowledge to institutions, physicians, researchers and patients for genomics-based medicine in cancer and other diseases to inform health care decision making.  With access to approximately 50 clinical and scientific advisors at leading academic institutions and a suite of tools and processes that combine artificial intelligence-based analytics with proprietary interpretive content, the company is well positioned to participate in the $300 billion value-added “big data” opportunity in the US health care market (as reported by McKinsey Global Institute), over half of which specifically targets areas in cancer and cancer genomics.1

CollabRx content is dynamically updated and organized in a knowledgebase that includes information on molecular diagnostics, medical tests, clinical trials, drugs, biologics and other information relevant for cancer treatment planning. Capturing how highly respected practicing physicians use this information in the clinical setting further refines the knowledgebase.

“The publicly traded CollabRx is a technology leader informing the next generation of health care,” said Mr. Mika.  “CollabRx uses information technology to aggregate and contextualize the world's knowledge on genomics-based medicine with specific insights from the nation's top cancer experts – and we are starting with the area of greatest need: advanced cancers in patients who have effectively exhausted the standard of care.  We gratified that our shareholders, partners and clients are so supportive of our mission.”

1 “Big data: The next frontier for innovation, competition and productivity”,  McKinsey Global Institute, May 2011

Tegal CollabRx Shareholder Meeting Release

CollabRx, Inc.

CollabRx is a recognized leader in “cloud-based” expert systems to inform health care decision-making.  CollabRx uses information technology to aggregate and contextualize the world's knowledge on genomics-based medicine with specific insights from the nation's top cancer experts starting with the area of greatest need: advanced cancers in patients who have effectively exhausted the standard of care.  More information may be obtained at www.collabrx.com.

Safe Harbor Statement

This press release contains forward-looking statements that may include statements regarding the intent, belief or current expectations of Tegal, CollabRx and their respective management. Forward looking statements include statements about the benefits and advantages of the acquisition for Tegal and CollabRx. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors, including but not limited to the risk that the acquisition will not close as the transaction is subject to certain closing conditions. In addition, if and when the transaction is closed, there will be risks and uncertainties related to Tegal’s ability to integrate CollabRx successfully, the risk that the anticipated benefits from the acquisition may not be fully realized or may take longer to realize than expected; and competition and its effect on the combined company’s performance. Additional factors that may affect future results are contained in the SEC filings for Tegal, including but not limited to Tegal’s Annual Report on Form 10-K for the year ended March 31, 2012. Tegal and CollabRx each disclaim any obligation to update and revise statements contained in this release based on new information or otherwise.

Contact:

Robert Ferri Partners, LLC

Robert Ferri

(415) 575-1589 (direct)

robert.ferri@robertferri.com

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