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): JULY 8, 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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent registered public accounting firm
On July 8, 2004, the Audit Committee of the Board of Directors of Tegal
Corporation (the "Company") dismissed PricewaterhouseCoopers LLP ("PwC"), the
Company's independent registered public accounting firm. The Company decided to
change accounting firms in order to reduce costs as part of the Company's
ongoing efforts to reduce operating expenses.
PwC's reports on the consolidated financial statements of the Company as
of, and for the years ended, March 31, 2004 and 2003 contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle, except for an explanatory
paragraph included in each of such reports which explanatory paragraph
identified factors raising substantial doubt about the Company's ability to
continue as a going concern.
During the period from April 1, 2002 through July 8, 2004, there were no
disagreements with PwC on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PwC, would have caused PwC
to make reference thereto in its reports on the consolidated financial
statements of the Company as of and for the years ended March 31, 2004 and 2003.
During the period from April 1, 2002 through July 8, 2004, there were no
reportable events, as that term is defined in Item 304(a)(1)(v) of Regulation
S-K, except for a reportable condition related to: the Company's accounting for
its 2% Convertible Debentures Due 2011 (the "2% Convertible Debentures")
together with related debt issuance costs; and the expertise of the Company's
accounting personnel with respect to generally accepted accounting principles
related to complex financing and other transactions. In response to the
reportable condition, the Company restated its financial results and filed an
amended quarterly report on Form 10-Q/A for the quarter ended December 31, 2003
which corrected an error in the accounting for the 2% Convertible Debentures and
related debt issuance costs. The restatement reflected increased interest
expense, net loss, net loss per share, accumulated deficit and additional
paid-in capital as well as decreased current assets. The restatement did not
impact any reported revenue, operating expenses or operating loss.
Management believes that the reportable condition has been remediated. As
of June 15, 2004, all of the Company's 2% Convertible Debentures had been
converted into the Company's common stock. In addition, the Company expanded and
enhanced its accounting function to include sufficient knowledge of generally
accepted accounting principles related to complex financing and other
transactions by adding a new certified public accountant to the Company's
accounting staff on June 15, 2004.
The Company has provided PwC with a copy of the statements made in this
Form 8-K and has requested that PwC furnish it with a letter addressed to the
Securities and Exchange Commission stating whether PwC agrees with these
statements. A copy of PwC's letter dated July 13, 2004 is filed as Exhibit 16.1
to this Form 8-K.
(b) New independent registered public accounting firm
On July 8, 2004, the Audit Committee of the Board of Directors of the
Company appointed Moss Adams LLP as its new independent registered public
accounting firm as of July 9, 2004.
During the two most recent fiscal years and through July 9, 2004, neither
the Company nor anyone on its behalf consulted Moss Adams LLP regarding either
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, nor has Moss Adams LLP provided
to the Company a written report or oral advice regarding such principles or
audit opinion.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
16.1 Letter of PricewaterhouseCoopers LLP to the Securities and Exchange
Commission dated July 13, 2004.
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: July 14, 2004 TEGAL CORPORATION
(registrant)
By: /s/ Thomas R. Mika
Name: Thomas R. Mika
Its: Chief Financial Officer
EXHIBIT INDEX
16.1 Letter of PricewaterhouseCoopers LLP to the Securities and Exchange
Commission dated July 13, 2004.