UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 12, 2004
TEGAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-26824 68-0370244
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
2201 South McDowell Boulevard
Petaluma, California 94955
(Address of Principal Executive Offices)
(707) 763-5600
(Registrant's telephone number, including area code)
ITEM 5. Other Events.
On February 11, 2004, we entered into a structured secondary offering
facility (the "Structured Secondary") with Kingsbridge Capital Limited
("Kingsbridge"). Under the terms of a Common Stock Purchase Agreement (the
"Purchase Agreement") entered into by the Company and Kingsbridge on such date
with respect to the Structured Secondary, we may, at our sole discretion, sell
to Kingsbridge, and Kingsbridge would be obligated to purchase, up to $25
million of shares of our Common Stock, par value $0.01 per share (the "Common
Stock"). The price at which we may sell shares of Common Stock under the
Purchase Agreement is based on a discount to the volume weighted average market
price of the Common Stock for a specified number of trading days following each
of our respective elections to sell shares thereunder. We may utilize the
Structured Secondary over the next 24 months from time to time in our sole
discretion, subject to various conditions and terms contained in the Purchase
Agreement.
In connection with our entering into the Structured Secondary, we
issued to Kingsbridge a warrant (the "Warrant") to purchase 300,000 shares of
Common Stock at an exercise price of $4.11 per share. The Warrant will not be
exercisable until August 11, 2004, and will expire on August 11, 2009.
The Company and Kingsbridge also entered into a Registration Rights
Agreement (the "Registration Rights Agreement") in connection with the
Structured Secondary. As contemplated by the Registration Rights Agreement, the
Company will file a registration statement with the Securities and Exchange
Commission relating to the resale by Kingsbridge of any shares of Common Stock
purchased by Kingsbridge under the Purchase Agreement or issued to Kingsbridge
as a result of the exercise of the Warrant. The effectiveness of such
registration statement is a condition precedent to our ability to sell Common
Stock to Kingsbridge under the Purchase Agreement.
A copy of the Purchase Agreement, the Warrant, the Registration Rights
Agreement and related press release are filed herewith as Exhibit 10.1, Exhibit
10.2, Exhibit 10.3 and Exhibit 99.1, respectively, and incorporated herein by
reference. The foregoing descriptions of the Purchase Agreement, the Warrant and
the Registration Rights Agreement are qualified in their entirety by reference
to such Exhibits.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
10.1 Common Stock Purchase Agreement by and between Kingsbridge
Capital Limited and Tegal Corporation, dated as of February
11, 2004.
10.2 Warrant, dated February 11, 2004, issued to Kingsbridge
Capital Limited.
10.3 Registration Rights Agreement, dated as of February 11, 2004,
by and between Tegal Corporation and Kingsbridge Capital
Limited.
99.1 Press Release, dated February 12, 2004.
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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: February 12, 2004 TEGAL CORPORATION
(registrant)
By: /s/ Thomas R. Mika
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Name: Thomas R. Mika
Its: Chief Financial Officer
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EXHIBIT INDEX
10.1 Common Stock Purchase Agreement by and between Kingsbridge Capital
Limited and Tegal Corporation, dated as of February 11, 2004.
10.2 Warrant, dated February 11, 2004, issued to Kingsbridge Capital
Limited.
10.3 Registration Rights Agreement, dated as of February 11, 2004, by and
between Tegal Corporation and Kingsbridge Capital Limited.
99.1 Press Release, dated February 12, 2004.