Attached files
| file | filename |
|---|---|
| EX-99.2 - Rennova Health, Inc. | v208586_ex99-2.htm |
| EX-99.4 - Rennova Health, Inc. | v208586_ex99-4.htm |
| EX-99.1 - Rennova Health, Inc. | v208586_ex99-1.htm |
| EX-99.3 - Rennova Health, Inc. | v208586_ex99-3.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): January 14,
2011
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)
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))
|
|
Entry
into a Material Definitive
Agreement
|
On
January 14, 2011, Tegal Corporation (the “Company”), se2quel Partners
LLC, a California limited liability company (“se2quel Partners”), and sequel
Power LLC, a newly formed Delaware limited liability company (“sequel Power”),
entered into a Formation and Contribution Agreement (the “Contribution
Agreement”). sequel Power is focused on the promotion of solar power
plant development projects worldwide, the development of self-sustaining
businesses from such projects, including but not limited to activities relating
to and supporting, developing, building and operating solar photovoltaic
fabrication facilities and solar farms, and the consideration of other
non-photovoltaic renewable energy projects. se2quel Partners is owned
by Ferdinand Seemann, who previously served as an independent member of the
Company’s Board of Directors. Pursuant to the Contribution Agreement,
the Company contributed $2 million in cash to sequel Power in exchange for an
approximate 25% ownership interest in sequel Power. In addition, the
Company issued warrants (“Warrants”) to se2quel Partners and se2quel Management
GmbH, a German limited liability company, to purchase an aggregate of 928,884
shares of the Company’s common stock at an exercise price of $0.63 per
share. The Warrants are exercisable for a period of four
years.
The
descriptions of the Contribution Agreement and the Warrants are qualified in
their entirety by reference to the full text of such documents, copies of which
are filed as exhibits to this Report on Form 8-K.
|
Item
9.01.
|
Financial
Statements and Exhibits
|
|
(d)
|
Exhibits
|
|
99.1
|
Press
Release dated January 20, 2011
|
|
99.2
|
Formation
and Contribution Agreement dated January 14,
2011
|
|
99.3
|
Warrant
issued to se2quel Partners LLC
|
|
99.4
|
Warrant
issued to se2quel Management GmbH
|
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: January
21, 2011
|
TEGAL
CORPORATION
|
||
|
By:
|
/s/ Christine
Hergenrother
|
||
|
Name:
Title:
|
Christine
Hergenrother
Chief
Financial Officer
|
||