-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LPbwaxNcvmH81GmZUlDVoVO3uBg/rZwm0GJpACJ7o5r9lYZcyUXj/qrq/NiBCJKL y3CaSt73H2TvMMvPezlCMw== 0001454027-10-000022.txt : 20101006 0001454027-10-000022.hdr.sgml : 20101006 20101006130730 ACCESSION NUMBER: 0001454027-10-000022 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101006 DATE AS OF CHANGE: 20101006 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEGAL CORP /DE/ CENTRAL INDEX KEY: 0000931059 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 680370244 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45451 FILM NUMBER: 101111324 BUSINESS ADDRESS: STREET 1: 2201 SOUTH MCDOWELL BLVD CITY: PETALUMA STATE: CA ZIP: 94954 BUSINESS PHONE: 7077635600 MAIL ADDRESS: STREET 1: 2201 SOUTH MCDOWELL BLVD CITY: PETALUMA STATE: CA ZIP: 94954 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Verition Fund Management LLC CENTRAL INDEX KEY: 0001454027 IRS NUMBER: 262472334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 203-742-7740 MAIL ADDRESS: STREET 1: ONE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 FORMER COMPANY: FORMER CONFORMED NAME: Verition Fund Managegment LLC DATE OF NAME CHANGE: 20090114 SC 13G/A 1 tgalfilingexit.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Tegal Corp - ----------------------------------------------------------------------- (Name of Issuer) Common Stock - ----------------------------------------------------------------------- (Title of Class of Securities) 879008209 - ----------------------------------------------------------------------- (CUSIP Number) 10/01/10 - ----------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No: 879008209 - ------------------------------------------------------------------------ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Verition Fund Management LLC 26-2472334 - ------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] - ------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------ 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, USA - ------------------------------------------------------------------------ 5. SOLE VOTING POWER: 396,622 NUMBER OF ------------------------------------------------------- SHARES BENEFICIALLY 6. SHARED VOTING POWER: 0 OWNED BY ------------------------------------------------------- EACH REPORTING 7. SOLE DISPOSITIVE POWER: 396,622 PERSON WITH: ------------------------------------------------------- 8. SHARED DISPOSITIVE POWER: 0 - ------------------------------------------------------------------------ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 396,622 - ------------------------------------------------------------------------ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [_] - ------------------------------------------------------------------------ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 4.70% based upon 8,439,095 shares outstanding as of August 12th, 2010 - ------------------------------------------------------------------------ 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IA - ------------------------------------------------------------------------ CUSIP No: 879008209 - ------------------------------------------------------------------------ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nicholas Maounis - ------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] - ------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------ 4. CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut, USA - ------------------------------------------------------------------------ 5. SOLE VOTING POWER: 396,622 NUMBER OF ------------------------------------------------------- SHARES BENEFICIALLY 6. SHARED VOTING POWER: 0 OWNED BY ------------------------------------------------------- EACH REPORTING 7. SOLE DISPOSITIVE POWER: 396,622 PERSON WITH: ------------------------------------------------------- 8. SHARED DISPOSITIVE POWER: 0 - ------------------------------------------------------------------------ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 396,622 - ------------------------------------------------------------------------ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [_] - ------------------------------------------------------------------------ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 4.70% based upon 8,439,095 shares outstanding as of August 12th, 2010 - ------------------------------------------------------------------------ 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): HC - ------------------------------------------------------------------------ ITEM 1. (a) Name of Issuer: Tegal Corp (b) Address of Issuer's Principal Executive Offices: 2201 South McDowell Boulevard Petaluma, CA 94954 ITEM 2. (a) Name of Person Filing: This Statement is filed on behalf of each of the following persons: Verition Fund Management LLC and Nicholas Maounis (collectively, the "Reporting Persons"). This Statement relates to Shares (as defined herein) held for the account of Verition Multi-Strategy Master Fund Ltd. and for the account of certain managed account ("Managed Account"). Verition Fund Management LLC serves as the investment manager to Verition Multi-Strategy Master Fund Ltd. and the Managed Account. In such capacity, Verition Fund Management LLC may be deemed to have voting and dispositive power over the shares held for Verition Multi-Strategy Master Fund Ltd. and the Managed Account. Mr. Nicholas Maounis is currently the managing member of Verition Fund Management LLC. (b) Address of Principal Business Office or, if none, Residence: One American Lane Greenwich CT 06831 (c) Citizenship: USA (d) Title of Class of Securities: Common Stock (the "Shares") (e) Cusip Number: 879008209 ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [_] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with (S)240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with (S)240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with (S)240.13d-1(b)(1)(ii)(G); (h) [_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J). ITEM 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount Beneficially Owned: At the time of the event which requires filing of this statement, the aggregate number of Shares that the Reporting Persons may be deemed to beneficially own equals 396,622 Shares held for the accounts of Verition Multi-Strategy Master Fund Ltd. and certain Managed Account. This amount includes: A) 356,955 Shares held for the account of Verition Multi-Strategy Master Fund Ltd.; and B) 39,667 Shares held for the account of certain Managed Account. (b) Percent of Class: At the time of the event which requires filing of this statement, the number of Shares of which the Reporting Persons may be deemed to beneficially own constitutes approximately 4.70% of the total number of Shares outstanding (based upon information provided by the Issuer in its most recently filed quarterly report on Form 10-Q, there were 8,439,095 Shares outstanding as of August 12, 2010). (c) Number of shares as to which such person has: Verition Fund Management LLC and Nicholas Maounis: (i) sole power to vote or to direct the vote: 396,622 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 396,622 (iv) shared power to dispose or to direct the disposition of: 0 ITEM 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: 10/06/10 Verition Fund Management LLC By: Ted Hagan Title: CFO By: /s/ Ted Hagan ----------------- Date: 10/06/10 Nicholas Maounis By: /s/ Nicholas Maounis --------------------- EXHIBIT INDEX Ex. Page No. A. Joint Filing Agreement, dated October 6, 2010 by and among Reporting Persons...............................[ 7 ] EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Tegal Corp dated as of October 6, 2010 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Date: 10/06/10 Verition Fund Management LLC By: Ted Hagan Title: CFO By: /s/ Ted Hagan ----------------- Date: 10/06/10 Nicholas Maounis By: /s/ Nicholas Maounis --------------------- -----END PRIVACY-ENHANCED MESSAGE-----