Attached files
file | filename |
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EX-2.1 - Rennova Health, Inc. | v211473_ex2-1.htm |
EX-99.1 - Rennova Health, Inc. | v211473_ex99-1.htm |
EX-10.1 - Rennova Health, Inc. | v211473_ex10-1.htm |
EX-10.2 - Rennova Health, Inc. | v211473_ex10-2.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): February 9, 2011
Tegal
Corporation
(Exact
name of Registrant as Specified in its Charter)
Delaware
|
000-26824
|
68-0370244
|
(State
or other jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
2201
South McDowell Boulevard
Petaluma,
CA 94954
(Address
of Principal Executive Offices)
(707)
763-5600
(Registrant’s
telephone number, including area code)
(Former
Name or Former Address, if Changed Since Last
Report)
|
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))
|
ITEM
1.01. Entry Into a Material Definitive
Agreement.
On
February 9, 2011, Tegal Corporation, a Delaware corporation (the “Company”), and SPP
Process Technology Systems Limited, a company incorporated and registered in
England and Wales (together with its subsidiary designees, “Purchaser”), entered
into an Asset Purchase Agreement (the “Purchase Agreement”)
pursuant to which the Company sold to Purchaser (the “Disposition”) all of
the shares of Tegal France, SAS, the Company’s wholly-owned subsidiary (the
“Tegal France
Shares”), and product lines and certain equipment, intellectual property
and other assets relating to the Company’s Deep Reactive Ion Etch plasma etch
systems and certain related technology (together
with the Tegal France Shares, the “Purchased Assets”). The Purchaser also assumed existing customer
contracts, including all installation and warranty obligations of existing
customers, and other liabilities arising after the closing of the Disposition
(the “Assumed
Liabilities”).
In connection with the Disposition, the
Company and the Purchaser entered into related agreements for the transfer and
licensing of patents, trademarks and other intellectual property associated with
the Included Businesses, including a royalty-free Trademark License Agreement
allowing for the limited use of the Tegal trademark by the Purchaser solely in
connection with future sales related to the Included Businesses and solely in
combination with the trademarks transferred to the Purchaser, as well as written
assignments to the Purchaser of all rights in the patents and trademarks that
are part of the Disposition.
The Disposition closed immediately
after execution of the Purchase Agreement. The consideration paid by the
Purchaser for the Disposition totaled approximately $2.1 million, comprised of
approximately $0.5 million of Assumed Liabilities and $1.6 million in cash, of
which $200,000 in cash will be held in escrow for one year after the closing of
the Disposition to satisfy any indemnification obligations of the Company under
the Purchase Agreement.
The
descriptions of the Purchase Agreement and the Trademark License Agreement
provided above are qualified in their entirety by reference to the full text of
such agreements, copies of which have been filed as Exhibits 10.1 and 10.2,
respectively, to this report and are incorporated herein by
reference..
ITEM
2.01. Completion of Acquisition or
Disposition of Assets.
On February 9, 2011, the Company
completed the Disposition. The information in Item 1.01 above is
incorporated herein by reference. On February 9, 2011, the Company
issued a press release regarding the Disposition, a copy of which is attached as
Exhibit 99.1 hereto.
ITEM
9.01. Financial Statements and
Exhibits.
(d) Exhibits
Exhibit No.
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Description
|
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10.1
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Asset
Purchase Agreement, dated as of February 9, 2011, between SPP Process
Technology Systems Ltd. and Tegal
Corporation.
|
2
10.2
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Trademark
Assignment Agreement, dated as of February 9, 2011, between Tiger
Corporation and SPP Technology Systems UK Limited.
|
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99.1
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Press
release issued by Tegal Corporation, dated February 9,
2011.
|
3
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
15, 2011
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TEGAL
CORPORATION
|
||
By:
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/s/ Christine T.
Hergenrother
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||
Name:
Title:
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Christine
T. Hergenrother
Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit No.
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Description
|
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10.1
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Asset
Purchase Agreement, dated February [9], 2011, between SPP Process
Technology Systems Ltd. and Tegal Corporation.
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|
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||
10.2
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Trademark
Assignment Agreement, dated February [9], 2011, between Tiger Corporation
and SPP Technology Systems UK Limited.
|
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99.1
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Press
release issued by Tegal Corporation, dated February [9],
2011.
|