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 26,
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):
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¨
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement
In connection with the appointment of
Mr. Gilbert Bellini to the Board of Directors (the “Board”) of
Tegal Corporation (the “Company”)
as an outside independent director (see Item 5.02 below), Mr. Bellini became
eligible to receive the following in accordance with the Company’s policies for
outside directors:
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·
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Mr. Bellini will receive an
annual retainer of $15,000, prorated and effective with the current fiscal
quarter.
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·
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In accordance with the provisions
of the Tegal Corporation 2007 Incentive Plan, the Company granted to Mr.
Bellini an option to purchase 8,333 shares of the Company’s
common stock, with a per share exercise price of $0.67 (which was the
closing sales price of the Company’s common stock on January 26, 2011, as
reported on the Nasdaq Stock Market). The stock option will
vest on a monthly basis with full vesting occurring on January 26,
2012.
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Item
5.02.
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers
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On January 26, 2011 the Board, by
unanimous written consent, appointed Gilbert Bellini to fill a vacancy on the
Board. Mr. Bellini was also appointed to serve on each of the Board’s
Audit Committee, Compensation Committee and Nominating and Corporate Governance
Committee.
Gilbert A. Bellini had joined the board
of directors of Tegal in September 2008 as a representative for Alcatel Micro
Machining. He resigned his board membership in December 2010 after the transfer
of the Tegal shares from Alcatel Micro Machining. He will serve on
Tegal’s board of directors as an independent director. He currently
holds the position of Director of the Global Logistics of Adixen Vacuum Products
since December 2010. Working for Alcatel-Lucent from 1980 to 2010, he
has more than 25 years experience in equipment business for industrial PVD and
ETCH applications, having successively held management positions in software
development, equipment engineering, and industrial equipment product
lines. He was a contributor to the launch of the deep etching of
silicon in Alcatel and managed the business since its creation in 1999 until
2010. During the time period March 2006 to March 2010, he held the position of
President of Alcatel Micro Machining Systems. He holds a Bachelor of
Science degree in Electronics from the University of Grenoble in France, and
followed several internal International Business Education Trainings in
Alcatel."
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.
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Date: February 1, 2011
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TEGAL
CORPORATION
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By:
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/s/ Christine
Hergenrother
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Name:
Title:
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Christine
Hergenrother
Chief
Financial Officer
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