-----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, LsMOelCm/68Wmaq03OaP8bLgXuh4p+xERgky3cKTJHvxDr0H6xkyT/HcyPrQiTKu 0oHFcHpvVqvEswO212tRZw== 0001044321-06-000357.txt : 20060911 0001044321-06-000357.hdr.sgml : 20060911 20060911125203 ACCESSION NUMBER: 0001044321-06-000357 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060911 DATE AS OF CHANGE: 20060911 GROUP MEMBERS: AUSTIN W. MARXE GROUP MEMBERS: AWM INVESTMENT COMPANY, INC. GROUP MEMBERS: DAVID M. GREENHOUSE GROUP MEMBERS: MG ADVISERS, L.L.C. GROUP MEMBERS: MGP ADVISERS LIMITED PARTNERSHIP GROUP MEMBERS: SPECIAL SITUATIONS CAYMAN FUND, L.P. GROUP MEMBERS: SPECIAL SITUATIONS FUND III QP, L.P. GROUP MEMBERS: SPECIAL SITUATIONS FUND III, L.P. GROUP MEMBERS: SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P. GROUP MEMBERS: SPECIAL SITUATIONS TECHNOLOGY FUND II, L.P. GROUP MEMBERS: SPECIAL SITUATIONS TECHNOLOGY FUND, L.P. GROUP MEMBERS: SST ADVISERS, L.L.C. 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45451 FILM NUMBER: 061083586 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: MARXE AUSTIN W & GREENHOUSE DAVID M CENTRAL INDEX KEY: 0001044321 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SPECIAL SITUATIONS FUNDS STREET 2: 527 MADISON AVENUE, SUITE 2600 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122076500 MAIL ADDRESS: STREET 1: C/O SPECIAL SITUATIONS FUNDS STREET 2: 527 MADISON AVENUE, SUITE 2600 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 tgal13dt1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _1_ ) Tegal Corporation (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 879008100 (CUSIP Number) with a copy to: Austin W. Marxe Allen B. Levithan, Esq. 527 Madison Avenue, Suite 2600 Lowenstein Sandler PC New York, New York 10022 65 Livingston Avenue Roseland, N.J 07068 (973) 597-2424 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 31, 2006 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ? Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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. 879008100 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Austin W. Marxe and David M. Greenhouse 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] Not Applicable (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions): 00 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable 6. Citizenship or Place of Organization: United States Number of 7. Sole Voting Power: 0* Shares Beneficially 8. Shared Voting Power: 2,120,172* Owned by Each Reporting 9. Sole Dispositive Power: 0* Person With 10. Shared Dispositive Power: 2,120,172* 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,120,172* 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable 13. Percent of Class Represented by Amount in Row (11): 27.2% * 14. Type of Reporting Person (See Instructions): IA, IN * This is a joint filing by Austin W. Marxe (?Marxe?) and David M. Greenhouse (?Greenhouse?). Marxe and Greenhouse share sole voting and investment power over 186,091 shares of Common Stock and 151,392 Warrants owned by Special Situations Private Equity Fund, L.P., 271,689 shares of Common Stock and 141,663 Warrants owned by Special Situations Technology Fund II, L.P., 42,025 shares of Common Stock and 23941 Warrants owned by Special Situations Technology Fund, L.P., 176,035 shares of Common Stock and 86,538 Warrants owned by Special Situations Cayman Fund, L.P., 56,274 shares of Common Stock and 27,587 Warrants owned by Special Situations Fund III, L.P. and 642,216 shares of Common Stock and 314,721 Warrants owned by Special Situations Fund III QP, L.P. See Items 2 and 5 of this Schedule 13D for additional information. Item 1. Security and Issuer. This schedule related to the Common Stock and Warrants of Tegal Corporation. (the ?Issuer?). The Issuer?s principal executive officers are located at 2201 south McDowell blvd., Petaluma, CA 94954. Item 2. Identity and Background. The persons filing this report are Austin W. Marxe (?Marxe?) and David M. Greenhouse (?Greenhouse?), who are the controlling principals of AWM Investment Company, Inc. (?AWM?), the general partner of and investment adviser to Special Situations Cayman Fund, L.P. (?Cayman?). AWM also serves as the general partner of MGP Advisers Limited Partnership (?MGP?), the general partner of and investment adviser to Special Situations Fund III, L.P. (?SSF3?) and the general partner of Special Situations Fund III QP, L.P. (?SSFQP?). Marxe and Greenhouse are also members of MG Advisers L.L.C. (?MG?), the general partner of Special Situations Private Equity Fund, L.P. (?SSPE?), and members of SST Advisers, L.L.C. (?SSTA?), the general partner of Special Situations Technology Fund, L.P. (?Technology?) and the Special Situations Technology Fund II, L.P. (?Tech II?). AWM also serves as the investment adviser to SSFQP, SSPE, Technology, and Tech II. (SSF3, SSFQP Cayman, SSPE, Technology and Tech II will hereafter be referred to as, the ?Funds?). The principal office and business address of the Reporting Persons, is 527 Madison Avenue, Suite 2600, New York, NY 10022. The principal business of each Fund is to invest in equity and equity- related securities and other securities of any kind or nature. Mr. Marxe and Mr. Greenhouse have never been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor have either of them been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Marxe and Mr. Greenhouse are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration. Each Fund utilized its own available net assets to purchase the securities referred to in this Schedule. Item 4. Purpose of Transaction. The securities referred to in this Schedule have been acquired by each of the Funds for investment purposes and not with the purpose or effect of changing or influencing control of the Issuer. Each Fund acquired the securities in the ordinary course of business and is holding the securities for the benefit of its investors. Item 5. Interest in Securities of the Issuer. SSPE owns 186,091 shares of Common stock and 151,392 Warrants, or 4.7% of the outstanding shares, Technology owns 42,025 shares of Common Stock and 23,941 Warrants or .9% of the shares outstanding, Technology II owns 271,689 shares of Common Stock and 141,663 Warrants or 5.7% of the shares outstanding, SSF3 owns 56,274 shares of Common Stock and 27,587 Warrants or 1.2% of the shares outstanding, SSFQP owns 642,216 shares of Common Stock and 314,721 Warrants or 13.0% of the shares outstanding and Cayman owns 176,035 shares of Common Stock and 86,538 Warrants or 3.7% of the shares outstanding. Marxe and Greenhouse share the power to vote and direct the disposition of all shares owned by each of, the Funds. Messrs. Marxe and Greenhouse are deemed to beneficially own a total 1,374,330 shares of Common Stock and 745,842 Warrants or 27.2% of the outstanding shares. On July 25, 2006, the issuer has a 12 for 1 reverse split. The following table reflects the Common Stock purchased during the sixty days preceding the date of the event that requires the filing of this statement: A. Special Situations Cayman Fund, L.P. Date Quantity Average Price (Sales) Date Quantity Average Price (Purchases) Pre-split July 2006 24,700 shares of Common Stock $0.36 Post-split July 2006 900 shares of Common Stock $3.79 B. Special Situations Private Equity Fund, L.P. Date Quantity Average Price (Sales) Date Quantity Average Price (Purchases) Pre-split July 2006 69,965 shares of Common Stock $0.36 Post-split July 2006 1,800 shares of Common Stock $3.79 C. Special Situations Technology Fund, L.P. Date Quantity Average Price (Sales) Date Quantity Average Price (Purchases) Pre-split July 2006 9,235 shares of Common Stock $0.36 Post-split July 2006 300 shares of Common Stock $3.94 During August 2006 7,237 Common Stock $3.92 D Special Situations Technology Fund II, L.P. Date Quantity Average Price (Sales) Date Quantity Average Price (Purchases) Pre-split July 2006 64,658 shares of Common Stock $0.36 Post-split July 2006 2,121 shares of Common Stock $3.90 During August 2006 52,000 Common Stock $3.92 E. Special Situations Fund III, L.P. Date Quantity Average Price (Sales) Date Quantity Average Price (Purchases) Pre-split July 2006 8,400 shares of Common Stock $0.36 Post-split July 2006 400 shares of Common Stock $3.79 F. Special Situations Fund III QP, L.P. Date Quantity Average Price (Sales) Date Quantity Average Price (Purchases) Pre-split July 2006 104,100 shares of Common Stock $0.37 Post-split July 2006 4,100 shares of Common Stock $3.79 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. No contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company between Messrs. Marxe and Greenhouse and any other individual or entity. Item 7. Material to be Filed as Exhibits. Joint Filing Agreement. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 7, 2006 /s/_Austin W. Marxe Austin W. Marxe /s/_David M. Greenhouse David M. Greenhouse Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). JOINT FILING AGREEMENT Austin W. Marxe and David M. Greenhouse hereby agree that the Schedule 13D to which this agreement is attached is filed on behalf of each of them. /s/_Austin W. Marxe Austin W. Marxe /s/_David M. Greenhouse David M. Greenhouse - -6- S5313/1 09/08/06 1278889.03 - -2- S5313/1 1278889.03 -----END PRIVACY-ENHANCED MESSAGE-----