SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MARXE AUSTIN W & GREENHOUSE DAVID M

(Last)

(First)

(Middle)

C/O SPECIAL SITUATIONS FUNDS

527 MADISON AVENUE, SUITE 2600

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TEGAL CORP /DE/ [ TGAL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2005⁽¹⁾⁽²⁾		J		7,553,299⁽¹⁾⁽²⁾	A⁽¹⁾⁽²⁾	$0⁽¹⁾⁽²⁾	14,722,529⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	By Limited Partnership⁽¹⁾⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant	$1	12/31/2005		J⁽¹⁾⁽²⁾		687,351⁽¹⁾⁽²⁾		07/14/2005	07/14/2010	Common Stock	687,351	$0⁽¹⁾⁽²⁾	1,339,751⁽¹⁾⁽²⁾	I⁽³⁾⁽⁴⁾	By Limited Partnership⁽³⁾⁽⁴⁾
Warrant	$1	12/31/2005		J⁽¹⁾⁽²⁾		3,089,299⁽¹⁾⁽²⁾		09/19/2005	09/19/2010	Common Stock	3,089,299	$0⁽¹⁾⁽²⁾	6,021,515⁽¹⁾⁽²⁾	I⁽³⁾⁽⁴⁾	By Limited Partnership⁽³⁾⁽⁴⁾
Warrant	$1	12/31/2005		J⁽¹⁾⁽²⁾		0⁽¹⁾⁽²⁾		06/30/2005	06/30/2011	Common Stock	0⁽¹⁾⁽²⁾	$0⁽¹⁾⁽²⁾	14,566⁽¹⁾⁽²⁾	I⁽³⁾⁽⁴⁾	By Limited Partnership⁽³⁾⁽⁴⁾
Warrant	$1	12/31/2005		J⁽¹⁾⁽²⁾		0⁽¹⁾⁽²⁾		09/09/2005	09/09/2011	Common Stock	0⁽¹⁾⁽²⁾	$0⁽¹⁾⁽²⁾	1,243,239⁽¹⁾⁽²⁾	I⁽³⁾⁽⁴⁾	By Limited Partnership⁽³⁾⁽⁴⁾

Explanation of Responses:

1. This is a joint filing by Austin W. Marxe (Marxe) and David M. Greenhouse (Greenhouse). They share voting and investment control over all securities owned by Special Situations Cayman Fund, L.P. (Cayman), Special Situations Private Equity Fund, L.P. (PE), Special Situations Technology Fund, LP (Tech), Special Situations Technology II, Fund, L.P. (Tech II) and Special Situations Fund III QP, L.P. (QP), respectively. 2,076,923 shares of Common Stock are held by Cayman, 2,141,538 shares of Common Stock are held by PE, 404,615 shares of Common Stock are held by Tech, 2,546,154 shares of Common Stock are held by Tech II and 7,553,299 shares of Common Stock are held by QP. Pursuant to that certain Exchange Tender Offer described in the Schedule TO-I of Special Situations Fund III, L.P. (SSF III), as filed by SSF III with the Securities and Exchange Commission on November 17, 2005, SSF III transferred the securities included in this Form 4 to QP on December 31, 2005.

2. The interest of each of Marxe and Greenhouse in the shares of Common Stock owned by Cayman, PE, Tech, Tech II and QP is limited to the extent of his pecuniary interest.

3. This is a joint filing by Austin W. Marxe (Marxe) and David M. Greenhouse (Greenhouse). They share voting and investment control over all securities owned by Special Situations Cayman Fund, L.P. (Cayman), Special Situations Private Equity Fund, L.P. (PE), Special Situations Technology Fund, LP (Tech), Special Situations Technology II, Fund, L.P. (Tech II) and Special Situations Fund III QP, L.P. (QP), respectively.

4. 1,038,462 Warrants with varying terms are held by Cayman, 1,816,712 Warrants with varying terms are held by PE, 287,292 Warrants with varying terms are held by Tech, 1,699,955 Warrants with varying terms are held by Tech II and 3,776,649 Warrants with varying terms are held by QP. The interest of each of Marxe and Greenhouse in the shares of Common Stock owned by Cayman, PE, Tech, Tech II and QP is limited to the extent of his pecuniary interest.

	/s/ Austin W. Marxe	01/04/2005
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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