UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549







________________




FORM
10-Q


________________







(Mark
One)





þ                QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE SECURITIES
EXCHANGE ACT OF 1934





For the quarterly period ended June
30, 2009





or





o                TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE SECURITIES
EXCHANGE ACT OF 1934





Commission
File Number: 0-26824





TEGAL
CORPORATION


(Exact
Name of Registrant as Specified in Its Charter)





Delaware
            68-0370244(State
      or other jurisdiction of
            (I.R.S.
      Employer Identification No.)incorporation
      or organization)





2201
South McDowell Blvd.


Petaluma,
California 94954


(Address
of Principal Executive Offices)





Telephone
Number (707) 763-5600


(Registrant’s
Telephone Number, Including Area Code)







________________







Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file reports) and (2) has been subject to such filing requirements for the
past 90 days.    Yes þ    No
o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).   Yes
þNo
o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See definitions of “large accelerated filer“, “accelerated
filer“ and “smaller reporting company“ in Rule 12b-2 of the Exchange
Act.





Large
Accelerated Filer   o                                                                                                                 Accelerated
Filer  o





Non-Accelerated
Filer o
(Do not check if a smaller reporting
company)                   Smaller
reporting company þ







Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [  ]  No þ





As of August 12, 2009
therewere 8,415,676 of the
Registrant’s common stock outstanding.The number of shares
outstanding reflects a 1-for-12 reverse stock split effected by the Registrant
on July 25, 2006.














TEGAL
CORPORATION AND SUBSIDIARIES





INDEX





PagePART
      I. FINANCIAL INFORMATIONItem
      1.
            Condensed
      Consolidated Financial Statements (Unaudited)
            3Condensed
      Consolidated Balance Sheets as of June 30, 2009 and March 31,
      2009
            3Condensed
      Consolidated Statements of Operations for the three months ended June 30,
      2009 and June 30, 2008
            4Condensed
      Consolidated Statements of Cash Flows for the three months ended June 30,
      2009 and June 30, 2008
            5Notes
      to Condensed Consolidated Financial Statements
            6Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            11Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            14Item
      4.
            Controls
      and Procedures
            14PART
      II. OTHER INFORMATIONItem
      1A.
            Risk
      Factors
            15Item
      6.
            Exhibits
            16Signatures
            17





-2-


PART
I — FINANCIAL INFORMATION





Item
1. Condensed Consolidated
Financial Statements





TEGAL
CORPORATION AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS


(Unaudited)


(In
thousands, except share data)








June 30,
            
            
            March 31,2009
            
            
            2009ASSETSCurrent
      assets:Cash
      and cash equivalents
            
            $
            10,453
            
            
            $
            12,491Accounts
      receivable, net of allowances for sales returns and doubtful accounts of
      $183 and $207 at June 30, 2009 and March 31, 2009,
      respectively
            
            
            1,803
            
            
            
            2,775Inventories,
      net
            
            
            14,972
            
            
            
            14,480Prepaid
      expenses and other current assets
            
            
            369
            
            
            
            372Total
      current assets
            
            
            27,597
            
            
            
            30,118Property
      and equipment, net
            
            
            1,194
            
            
            
            1,154Intangible
      assets, net
            
            
            2,836
            
            
            
            2,998Other
      assets
            
            
            70
            
            
            
            67Total
      assets
            
            $
            31,697
            
            
            $
            34,337LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable
            
            $
            1,885
            
            
            $
            1,487Accrued
      product warranty
            
            
            522
            
            
            
            702Common
      stock warrant liability
            
            
            389
            
            
            
            --Deferred
      revenue
            
            
            133
            
            
            
            113Accrued
      expenses and other current liabilities
            
            
            1,732
            
            
            
            2,004Total
      current liabilities
            
            
            4,661
            
            
            
            4,306Commitments
      and contingencies (Note 8)Stockholders’
      equity:Preferred
      stock; $0.01 par value; 5,000,000 shares authorized; none issued and
      outstanding
            
            
            -
            
            
            
            -Common
      stock; $0.01 par value; 50,000,000 shares authorized; 8,415,676 and
      8,412,676  shares issued and outstanding at June 30, 2009 and
      March 31, 2009, respectively
            
            
            84
            
            
            
            84Additional
      paid-in capital
            
            
            127,832
            
            
            
            128,484Accumulated
      other comprehensive loss
            
            
            (455
            )
            
            
            (372
            )Accumulated
      deficit
            
            
            (100,425
            )
            
            
            (98,165
            )Total
      stockholders’ equity
            
            
            27,036
            
            
            
            30,031Total
      liabilities and stockholders’ equity
            
            $
            31,697
            
            
            $
            34,337





See
accompanying notes to condensed consolidated financial statements.








-3-





TEGAL
CORPORATION AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)


(In
thousands, except per share data)











Three
      Months EndedJune 30,
            
            
            June 30,2009
            
            
            2008Revenue
            
            $
            1,083
            
            
            $
            4,729Cost
      of revenue
            
            
            990
            
            
            
            2,402Gross
      profit
            
            
            93
            
            
            
            2,327Operating
      expenses:Research
      and development expenses
            
            
            1,241
            
            
            
            1,136Sales
      and marketing expenses
            
            
            704
            
            
            
            843General
      and administrative expenses
            
            
            1,160
            
            
            
            1,330Total
      operating expenses
            
            
            3,105
            
            
            
            3,309Operating
      loss
            
            
            (3,012
            )
            
            
            (982
            )Other
      income (expense), net
            
            
            354
            
            
            
            190Loss
      before income tax benefit
            
            
            (2,658
            )
            
            
            (792
            )Income
      tax benefit
            
            
            (51
            )
            
            
            -Net
      loss
            
            
            $
            (2,607
            )
            
            $
            (792
            )Net
      loss per share:Basic
            
            $
            (0.31
            )
            
            $
            (0.11
            )Diluted
            
            $
            (0.31
            )
            
            $
            (0.11
            )Weighted
      average shares used in per share computation:Basic
            
            
            8,413
            
            
            
            7,177Diluted
            
            
            8,413
            
            
            
            7,177





See
accompanying notes to condensed consolidated financial
statements.


-4-


TEGAL
CORPORATION AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)


(In
thousands)








Three
      Months EndedJune 30
            
            
            June 302009
            
            
            2008Cash
      flows from operating activities:Net
      (Losses)
            
            $
            (2,607
            )
            
            $
            (792
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
            
            
            306
            
            
            
            185Stock
      compensation expense
            
            
            192
            
            
            
            320Stock
      issued under stock purchase plan
            
            
            4
            
            
            
            12Fair
      value adjustment of common stock warrants
            
            
            (112
            )
            
            
            --(Recovery)
      provision for doubtful accounts and sales returns
    allowances
            
            
            (24
            )
            
            
            36Loss
      on disposal of property and equipment
            
            
            -
            
            
            
            14Changes
      in operating assets and liabilities:Accounts
      receivables
            
            
            988
            
            
            
            728Inventories,
      net
            
            
            (510
            )
            
            
            47Prepaid
      expenses and other assets
            
            
            (7
            )
            
            
            (1
            )Accounts
      payable
            
            
            374
            
            
            
            (573
            )Accrued
      expenses and other current liabilities
            
            
            (285
            )
            
            
            (577
            )Accrued
      product warranty
            
            
            (171
            )
            
            
            (456
            )Deferred
      revenue
            
            
            20
            
            
            
            130Net
      cash used in operating activities
            
            
            (1,832
            )
            
            
            (927
            )Cash
      flows used in investing activities:Purchases
      of property and equipment
            
            
            (183
            )
            
            
            (158
            )Net
      cash used in investing activities
            
            
            (183
            )
            
            
            (158
            )Cash
      flows used in financing activities:Payments
      on capital lease financing
            
            
            -
            
            
            
            (5
            )Net
      cash used in financing activities
            
            
            -
            
            
            
            (5
            )Effect
      of exchange rates on cash and cash equivalents
            
            
            (23
            )
            
            
            -Net
      decrease in cash and cash equivalents
            
            
            (2,038
            )
            
            
            (1,090
            )Cash
      and cash equivalents at beginning of period
            
            
            12,491
            
            
            
            19,271Cash
      and cash equivalents at end of period
            
            $
            10,453
            
            
            $
            18,181Supplemental
      disclosure of non-cash financing activities:Reclassification
      of common stock warrant liability upon adoption of EITF
    07-05
            
            $
            848
            
            
            $
            -








See
accompanying notes to condensed consolidated financial statements.








-5-


TEGAL
CORPORATION AND SUBSIDIARIES





NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)


(All
amounts in thousands, except share data)





1.      Basis
of Presentation:





In the
opinion of management, the unaudited condensed consolidated interim financial
statements have been prepared on the same basis as the March 31, 2009 audited
consolidated financial statements and include all adjustments, consisting only
of normal recurring adjustments, necessary to fairly state the information set
forth herein.  The statements have been prepared in accordance with
the regulations of the Securities and Exchange Commission (“SEC”), but omit
certain information and footnote disclosures necessary to present the statements
in accordance with generally accepted accounting principles.  These
interim financial statements should be read in conjunction with the audited
consolidated financial statements and footnotes included in the Company’s Annual
Report on Form 10-K for the fiscal year ended March 31, 2009.  The
results of operations for the three months ended June 30, 2009 are not
necessarily indicative of results to be expected for the entire
year.





Our
consolidated financial statements contemplate the realization of assets and the
satisfaction of liabilities in the normal course of business for the foreseeable
future.  We incurred net losses of ($2,607) and ($792) for the three
months ended June 30, 2009 and 2008, respectively. We used cash flows from
operations of $1,832 and $927 for the three months ended June 30, 2009 and 2008,
respectively.  To finance our operations, in fiscal 2007 we received
$19,500, representing the gross cash proceeds from the settlement of the AMS
litigation.  We believe that our outstanding balances, combined with
continued cost containment will be adequate to fund operations through fiscal
year 2010. Our business is dependent upon the sales of our capital equipment,
and projected sales may not materialize and unforeseen costs may be
incurred.  If the projected sales do not materialize, we will need to
reduce expenses further and/or raise additional capital which may include
capital raises through the issuance of debt or equity securities.  If
additional funds are raised through the issuance of preferred stock or debt,
these securities could have rights, privileges or preferences senior to those of
our common stock, and debt covenants could impose restrictions on our
operations. Moreover, such financing may not be available to us on acceptable
terms, if at all.  Failure to raise any needed funds would materially
adversely affect us.  It is not possible to predict when our business
and results of operations will improve in light of the current economic downturn
that continues to dramatically affect our industry.  Therefore, the
realization of assets and discharge of liabilities are each subject to
significant uncertainty.  Accordingly, substantial doubt exists as to
whether we will be able to continue as a going concern.  If the going
concern basis is not appropriate in future filings, no adjustments will be
necessary to the carrying amounts and/or classification of assets and
liabilities in our consolidated financial statements included in such filings as
the consolidated financial statements have been prepared using the going concern
basis.  We indicated this concern in our Annual Report on Form 10-K
for fiscal year ended March 31, 2009, which was also reflected in the audit
opinion at that time.





In
consideration of these circumstances, we have been in the process of evaluating
strategic alternatives for the Company, which may include a merger with or into
another company, a sale of all or substantially all of our assets and the
liquidation or dissolution of the company, including through a bankruptcy
proceeding.  We cannot assure you that we will be successful in
pursuing any of these strategic alternatives.





Concentration
of Credit Risk





Financial
instruments that potentially subject the Company to significant concentrations
of credit risk consist primarily of cash investments and accounts receivable.
Substantially all of the Company’s liquid investments are invested in money
market funds. The Company’s accounts receivable are derived primarily from sales
to customers located in the United States, Europe and Asia. The Company performs
ongoing credit evaluations of its customers and generally requires no
collateral. The Company maintains reserves for potential credit losses.
Write-offs during the periods presented have been insignificant.





As of
June 30, 2009, two customers accounted for approximately 35% of the accounts
receivable balance.  As of June 30, 2008, two customers accounted for
approximately 60% of the accounts receivable balance.





During
the three months ended June 30, 2009 the University of Pennsylvania accounted
for 21% of total revenues.    During the three months ended
June 30, 2008, SVTC Tech, LLC, and a leading global manufacturer of power
management components for the communications, consumer electronics, and
industrial markets accounted for 37% and 25% respectively, of our total
revenue.





Intangible Assets





Intangible
assets include patents and trademarks that are amortized on a straight-line
basis over periods ranging from 5 years to 15 years.  The Company
performs an ongoing review of its identified intangible assets to determine if
facts and circumstances exist that indicate the useful life is shorter than
originally estimated or the carrying amount may not be
recoverable.  If such facts and circumstances exist, the Company
assesses the recoverability of identified intangible assets by comparing the
projected undiscounted net cash flow associated with the related asset or group
of assets over their remaining lives against their respective carrying
amounts.  Impairment, if any, is based on the excess of the carrying
amount over the fair value of those assets.  Based on reduced
estimates of future revenues and future negative cash flow, we identified a
potential indicator of impairment.  The Company recorded an impairment
charge of $497 for the fiscal year ended 2009.  No impairment charges
were recorded for the year ended 2008.








Stock-Based
Compensation





We have
adopted several stock plans that provide for issuance of equity instruments to
our employees and non-employee directors. Our plans include incentive and
non-statutory stock options and restricted stock awards.  These equity
awards generally vest ratably over a four-year period on the anniversary date of
the grant, and stock options expire ten years after the grant
date.  Certain restricted stock awards may vest on the achievement of
specific performance targets.  We also have an ESPP that allows
qualified employees to purchase Tegal shares at 85% of the fair market value on
specified dates.





Total
stock-based compensation expense related to stock options and restricted stock
units (“RSUs“) for the three months ended June 30, 2009and
2008 was $192 and $320, respectively.  The total compensation expense
related to non-vested stock options and RSUs not yet recognized is
$1,463.





The
Company used the following valuation assumptions to estimate the fair value of
options granted for the periods ended June 30, 2009 and 2008,
respectively:








STOCK
      OPTIONS:
            
            2009
            
            
            2008Expected
      life (years)
            
            
            6.0
            
            
            
            4.0Volatility
            
            
            83.3
            %
            
            
            67.2
            %Risk-free
      interest rate
            
            
            2.54
            %
            
            
            3.59
            %Dividend
      yield
            
            
            0
            %
            
            
            0
            %








ESPP
awards were valued using the Black-Scholes model with expected volatility
calculated using a six-month historical volatility.








ESPP:
            
            2009
            
            
            2008Expected
      life (years)
            
            
            0.5
            
            
            
            0.5Volatility
            
            
            86.5
            %
            
            
            74.4
            %Risk-free
      interest rate
            
            
            0.19
            %
            
            
            1.87
            %Dividend
      yield
            
            
            0
            %
            
            
            0
            %








During
the three months ended June 30, 2009, there were no stock option awards
granted.  There were 3,000 shares purchased through the ESPP
plan.





-6-




Stock
Options & Warrants




A summary
of stock option and warrant activity during the quarter ended June 30, 2009 is
as follows:





WeightedAverageRemaining
            AggregateWeighted
      Average
            
            Contractual
            IntrinsicShares
            
            
            Exercise
      Price
            
            Term
      (in Years)
            ValueBeginning
      outstanding
            
            
            2,574,502
            
            
            $
            8.94GrantedPrice
      = market value
            
            
            --
            
            
            
            -Total
            
            
            --
            
            
            
            -Exercised
            
            
            --
            
            
            
            0.00CancelledForfeited
            
            
            (25,598
            )
            
            
            3.58Expired
            
            
            (14,005
            )
            
            
            13.17Total
            
            
            (39,603
            )
            
            
            6.97Ending
      outstanding
            
            
            2,534,899
            
            
            $
            8.97
            
            4.10
            $-Ending
      vested and expected to vest
            
            
            2,468,265
            
            
            $
            9.13
            
            3.97
            $-Ending
      exercisable
            
            
            1,904,403
            
            
            $
            10.89
            
            2.52
            $-





The
aggregate intrinsic value of stock options and warrants outstanding at June 30,
2009 is calculated as the difference between the exercise price of the
underlying options and the market price of our common stock as of June 30,
2009.





The
following table summarizes information with respect to stock options and
warrants outstanding as of June 30, 2009:








Range
      of
            
            
            Number
      Outstanding
            
            
            Weighted
      Average
            
            
            
            
            
            Number
            
            
            Weighted
      AverageExercise
      Prices
            
            
            As
      of
            
            
            Remaining
      Contractual
            
            
            Weighted
      Average
            
            
            Exercisable
      As of
            
            
            Exercise
      Price As ofJune
      30, 2009
            
            
            Term
      (in years)
            
            
            Exercise
      Price
            
            
            June
      30, 2009
            
            
            June
      30, 2009$
            2.20
            
            
            $
            2.20
            
            
            
            20,000
            
            
            
            9.38
            
            
            $
            2.20
            
            
            
            -
            
            
            $
            -2.34
            
            
            
            2.34
            
            
            
            348,847
            
            
            
            9.35
            
            
            
            2.34
            
            
            
            -
            
            
            
            -3.44
            
            
            
            4.20
            
            
            
            268,140
            
            
            
            8.54
            
            
            
            4.08
            
            
            
            77,212
            
            
            
            4.034.60
            
            
            
            5.26
            
            
            
            262,365
            
            
            
            6.97
            
            
            
            4.63
            
            
            
            197,061
            
            
            
            4.635.62
            
            
            
            8.28
            
            
            
            262,898
            
            
            
            4.06
            
            
            
            6.72
            
            
            
            258,731
            
            
            
            6.7112.00
            
            
            
            12.00
            
            
            
            1,284,990
            
            
            
            1.18
            
            
            
            12.00
            
            
            
            1,284,990
            
            
            
            12.0012.36
            
            
            
            56.28
            
            
            
            80,580
            
            
            
            3.00
            
            
            
            21.19
            
            
            
            79,330
            
            
            
            21.2892.26
            
            
            
            92.26
            
            
            
            416
            
            
            
            0.69
            
            
            
            92.26
            
            
            
            416
            
            
            
            92.2692.52
            
            
            
            92.52
            
            
            
            4,165
            
            
            
            0.63
            
            
            
            92.52
            
            
            
            4,165
            
            
            
            92.5299.00
            
            
            
            99.00
            
            
            
            2,498
            
            
            
            0.74
            
            
            
            99.00
            
            
            
            2,498
            
            
            
            99.00$
            2.20
            
            
            $
            99.00
            
            
            
            2,534,899
            
            
            
            4.10
            
            
            $
            8.97
            
            
            
            1,904,403
            
            
            $
            10.89











As of
June 30,
2009, there was $1,443 of total unrecognized compensation cost related to
outstanding options and warrants which is expected to be recognized over a
period of 2.62 years.





Restricted
Stock Units





The
following table summarizes the Company’s RSU activity for the
three months ended June 30,
2009:





Number
            
            
            Weighted
      Avg.of
            
            
            Grant
      DateShares
            
            
            Fair ValueBalance
      March 31, 2009
            
            
            95,102
            
            
            $
            1.10Granted
            
            
            -
            
            
            $
            -Forfeited
            
            
            (7,878
            )
            
            $
            -Vested
            
            
            -
            
            
            $
            -Balance,
      June 30, 2009
            
            
            87,224
            
            
            $
            1.28








Unvested
restricted stock at June 30, 2009





As of
June 30, 2009there was $315 of total unrecognized compensation cost related to
outstanding RSUs which is expected to be recognized over a period of 1.38
years.





-7-




2.      Inventories:





Inventories
are stated at the lower of cost or market, reduced by provisions for excess and
obsolescence. Cost is computed using standard cost, which approximates actual
cost on a first-in, first-out basis and includes material, labor and
manufacturing overhead costs. We estimate the effects of excess and obsolescence
on the carrying values of our inventories based upon estimates of future demand
and market conditions. We establish provisions for related inventories in excess
of production demand. Should actual production demand differ from our estimates,
additional inventory write-downs may be required. Any excess and obsolete
provision is released only if and when the related inventories is sold or
scrapped.  During the three months ended June 30, 2009 and June 30,
2008, the Company sold or scrapped previously reserved inventory of $0and $4,respectively.The inventory provisionbalanceatJune 30, 2009 and March 31, 2009 was$626.





Inventories
for the periods presented consisted of:








June
      30,
              
              
              March
      31,2009
              
              
              2009Raw
      materials
              
              $
              5,289
              
              
              $
              5,634Work
      in progress
              
              
              5,188
              
              
              
              4,348Finished
      goods and spares
              
              
              4,495
              
              
              
              4,498$
              14,972
              
              
              $
              14,480


We
periodically analyze any systems that are in finished goods inventory to
determine if they are suitable for current customer requirements.  At
the present time, our policy is that, if after approximately 18 months, we
determine that a sale will not take place within the next 12 months and the
system would be useable for customer demonstrations or training, it is
transferred to fixed assets.  Otherwise, it is expensed.





3.           Product
Warranty:





The
Company provides warranty on all system sales based on the estimated cost of
product warranties at the time revenue is recognized.  The warranty
obligation is affected by product failure rates, material usage rates, and the
efficiency by which the product failure is corrected.  Warranty
activity for the three months ended June 30, 2009 and 2008 is as
follows:








Warranty
      Activity for theThree
      Months EndedJune 30,2009
            
            
            2008Balance
      at the beginning of the period
            
            $
            702
            
            
            $
            1,770Additional
      warranty accruals for warranties
      issued during the period
            
            
            41
            
            
            
            162Warranty
      expense during the period
            
            
            (221
            )
            
            
            (617
            )Balance
      at the end of the period
            
            $
            522
            
            
            $
            1,315











Certain
of the Company's sales contracts include provisions under which customers would
be indemnified by the Company in the event of, among other things, a third-party
claim against the customer for intellectual property rights infringement related
to the Company's products. There are no limitations on the maximum potential
future payments under these guarantees. The Company has accrued no amounts in
relation to these provisions as no such claims have been made and the Company
believes it has valid, enforceable rights to the intellectual property embedded
in its products.





4.      Net
Loss Per Common Share (EPS):





Basic EPS
is computed by dividing loss available to common stockholders (numerator) by the
weighted average number of common shares outstanding (denominator) for the
period. Diluted EPS gives effect to all dilutive potential common shares
outstanding during the period. The computation of diluted EPS uses the average
market prices during the period.





The
following table represents the calculation of basic and diluted net loss per
common share (in thousands, except per share data):








Three
      Months EndedJune
      30,2009
            
            
            2008Net
      loss applicable to common stockholders
            
            $
            (2,607
            )
            
            $
            (792
            )Basic
      and diluted:Weighted-average
      common shares outstanding
            
            
            8,413
            
            
            
            7,177Plus
      diluted - common stock equivalents
            
            
            --
            
            
            
            --Weighted-average
      common shares used in diluted net (loss) income per common
      share
            
            
            8,413
            
            
            
            7,177Basic
      net loss per common share
            
            $
            (0.31
            )
            
            $
            (0.11
            )Diluted
      net loss per common share
            
            $
            (0.31
            )
            
            $
            (0.11
            )








Outstanding
options, warrants and RSUs of 2,645,897 and 2,587,351 shares of common stock at
a weighted-average exercise price per share of $8.59 and $9.74 on June 30,
2009 and 2008 respectively, were not included in the computation of diluted
net loss per common share for the periods presented as a result of their
anti-dilutive effect.  Such securities could potentially dilute
earnings per share in future periods.





-8-




5.      Stock-Based
Transactions:





Issuance
of Warrants to Consultants





The
Company issued no warrants to any party for the three months ended June 30, 2009
and 2008.  All warrants issued remain outstanding.





6.      Financial
Instruments:





The
carrying amount of the Company’s financial instruments, including cash and cash
equivalents, accounts receivable and accounts payable, notes payable, accrued
expenses and other liabilities approximates fair value due to their relatively
short maturity. The Company has foreign subsidiaries, which operate and sell the
Company’s products in various global markets. As a result, the Company is
exposed to changes in foreign currency exchange rates.  The Company
does not hold derivative financial instruments for speculative
purposes.  Foreign currency transaction gains and (losses) included in
other income (expense), net were not significant for the years ended March 31,
2009 and 2008.  Periodically, the Company enters into foreign exchange
contracts to sell Euros, which are used to hedge a sales transactions in which
costs are denominated in U.S. dollars and the related revenues are generated in
Euros.   These contracts are valued using Level 1 inputs as
defined by SFAS No. 157.  On April 7, 2009 the Company concluded a
foreign exchange contract for a net gain of $24.   As of June 30,
2009 the Company had no outstanding foreign exchange contracts.








7.      AMMS
Asset Acquisition:





On
September 16, 2008, the Company acquired certain assets from Alcatel Micro
Machining Systems (“AMMS“) and Alcatel Lucent (“Alcatel“, and together with
AMMS, the “Sellers“), for an aggregate consideration of $5,000,000 comprised of
$1,000,000 in cash and 1,044,386 shares of common stock.




In
connection with this acquisition, the Company obtained limited rights to use the
AMMS trademark pursuant to a trademark license agreement and agreed to purchase
certain equipment from an affiliate of the Sellers pursuant to a preferred
supplier agreement.





The
purchase price was allocated as follows:








Assets
      acquired:Trademarks
            
            $
            428Patents
            
            
            2,648Total
      Intangible Assets
            
            
            3,076Fixed
      Assets
            
            
            24Inventory
            
            
            1,900Total
      Tangible Assets
            
            
            1,924Total
      Acquired Assets
            
            $
            5,000








8.           Geographical
Information:





The
Company operates in one segment for the manufacture, marketing and servicing of
integrated circuit fabrication equipment.  In accordance with SFAS No.
131, Disclosures About
Segments of an Enterprise and Related Information, (“SFAS 131“) the
Company’s chief operating decision-maker has been identified as the President
and Chief Executive Officer, who reviews operating results to make decisions
about allocating resources and assessing performance for the entire
company.





For
geographical reporting, revenues are attributed to the geographic location in
which the customers’ facilities are located.  Long-lived assets
consist of property, plant and equipment and are attributed to the geographic
location in which they are located.  Net sales and long-lived assets
by geographic region were as follows:











Revenue
      for theThree
      Months EndedJune 30,2009
            
            
            2008Sales
      to customers located in:United
      States
            
            $
            640
            
            
            $
            3,708Asia
            
            
            202
            
            
            
            452Germany
            
            
            29
            
            
            
            115France
            
            
            60
            
            
            
            --Europe,
      excluding Germany
            
            
            152
            
            
            
            454Total
      sales
            
            $
            1,083
            
            
            $
            4,729

















June 30,Long-Lived
      assets at period-end:
            
            2009
            
            
            2008United
      States
            
            $
            1,035
            
            
            $
            1,218Europe
            
            
            159
            
            
            
            15Total
      Long-lived assets
            
            $
            1,194
            
            
            $
            1,233






-9-







9.      Recent
Accounting Pronouncements:





In
September 2006, the Financial Accounting Standards Board, (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements
(“SFAS 157”).  SFAS 157 defines fair value, establishes a framework
for measuring fair value in accordance with generally accepted accounting
principles, and expands disclosures about fair value measurements. SFAS 157 does
not require any new fair value measurements; rather, it applies under other
accounting pronouncements that require or permit fair value measurements. The
provisions of SFAS 157 are to be applied prospectively as of the beginning of
the fiscal year in which it is initially applied, with any transition adjustment
recognized as a cumulative-effect adjustment to the opening balance of retained
earnings. The provisions of SFAS 157 are effective for fiscal years beginning
after November 15, 2007.  The Company adopted SFAS 157 as of April 1,
2008. There was no material effect to the consolidated financial statements as a
result.




In
February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Liabilities (“SFAS 159”). SFAS 159 provides entities with the
option to report selected financial assets and liabilities at fair value.
Business entities adopting SFAS 159 will report unrealized gains and losses in
earnings at each subsequent reporting date on items for which fair value option
has been elected. SFAS 159 establishes presentation and disclosure requirements
designed to facilitate comparisons between entities that choose different
measurement attributes for similar types of assets and liabilities. SFAS 159
requires additional information that will help investors and other financial
statement users to understand the effect of an entity’s choice to use fair value
on its earnings.  SFAS 159 is effective for fiscal years beginning
after November 15, 2007, with earlier adoption permitted. The Company adopted
SFAS 159 on April 1, 2008 and chose not to elect the fair value option for its
financial assets and liabilities that had not previously been carried at fair
value.





In
December 2007, FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS
141R”) which replaces SFAS No. 141.  SFAS 141R retains the purchase
method of accounting for acquisitions, but requires a number of changes,
including changes in the way assets and liabilities are recognized in the
purchase accounting. It also changes the recognition of assets acquired and
liabilities assumed arising from contingencies, requires the capitalization of
in-process research and development at fair value, and requires the expensing of
acquisition-related costs as incurred. SFAS 141R is effective for the Company
beginning April 1, 2009 and will apply prospectively to business combinations
completed on or after that date.   The Company expects this to
have a material impact on any possible future acquisitions.




In
December 2007, FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statement, - an amendment of ARB No. 51, (“SFAS
160”) which changes the accounting and reporting for minority
interests.  Minority interests will be recharacterized as
noncontrolling interests and will be reported as a component of equity separate
from the parent’s equity, and purchases or sales of equity interests that do not
result in a change in control will be accounted for as equity transactions. In
addition, net income attributable to the noncontrolling interest will be
included in consolidated net income on the face of the income statement and,
upon a loss of control, the interest sold, as well as any interest retained,
will be recorded at fair value with any gain or loss recognized in earnings.
SFAS 160 is effective for the Company beginning April 1, 2009 and will apply
prospectively, except for the presentation and disclosure requirements, which
will apply retrospectively.  Adoption of this standard did not have a
material effect to the consolidated financial statements.





In March
2008, FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No. 133
(“SFAS 161”), which requires enhanced disclosures about an entity’s derivative
and hedging activities and thereby improves the transparency of financial
reporting. The statement requires disclosure about (a) why an entity uses
derivative instruments, (b) how derivative instruments and related hedged items
are accounted for under SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" and its related interpretations, and
(c) how derivative instruments and related hedged items affect an entity's
financial position, financial performance, and cash flows.  SFAS 161
is effective for fiscal years beginning after November 15,
2008.  Adoption of this standard did not have a material effect to the
consolidated financial statements.





In May
2008, FASB issued SFAS No. 162 The Hierarchy of Generally Accepted
Accounting Principles (“SFAS 162”). SFAS 162 identifies the sources of
generally accepted accounting principles in the United States. SFAS 162 is
effective sixty days following the SEC's approval of PCAOB amendments to AU
Section 411, "The Meaning of
'Present fairly in conformity with generally accepted accounting
principles'". Adoption of this standard did not have a material effect to
the consolidated financial statements.





In May
2008, FASB issued SFAS No. 163, Accounting for Financial Guarantee
Insurance Contracts (“SFAS 163”). The new standard clarifies how SFAS No.
60, “Accounting and Reporting
by Insurance Enterprises”, applies to financial guarantee insurance
contracts issued by insurance enterprises, including the recognition and
measurement of premium revenue and claim liabilities. It also requires expanded
disclosures about financial guarantee insurance contracts. SFAS 163 is effective
for fiscal years beginning after December 15, 2008.  Adoption of this
standard did not have a material effect on the Company’s consolidated financial
statements.





In June
2007, FASB’s Emerging Issues Task Force (“EITF”) reached a consensus on EITF
Issue No. 07-3, Accounting for
Nonrefundable Advance Payments for Goods or Services to Be Used in Future
Research and Development Activities (“EITF Issue No. 07-3”) that would
require nonrefundable advance payments made by the Company for future research
and development activities to be capitalized and recognized as an expense as the
goods or services are received by the Company. EITF Issue No. 07-3 is effective
for fiscal years beginning after December 15, 2008.  Adoption of this
standard did not have a material impact on the Company’s consolidated financial
statements.





In
December 2007, FASB ratified the EITF consensus on EITF Issue No. 07-1, Accounting for Collaborative
Arrangements (“EITF Issue 07-01”) that discusses how parties to a
collaborative arrangement (which does not establish a legal entity within such
arrangement) should account for various activities. The consensus indicates that
costs incurred and revenues generated from transactions with third parties
(i.e., parties outside of the collaborative arrangement) should be reported by
the collaborators on the respective line items in their income statements
pursuant to EITF Issue No. 99-19, Reporting Revenue Gross as a
Principal Versus Net as an Agent.  Additionally, the consensus
provides that income statement characterization of payments between the
participants in a collaborative arrangement should be based upon existing
authoritative pronouncements, analogy to such pronouncements if not within their
scope, or a reasonable, rational, and consistently applied accounting policy
election. EITF Issue No. 07-1 is effective for fiscal years beginning after
December 15, 2008 and is to be applied retrospectively to all periods presented
for collaborative arrangements existing as of the date of adoption. Adoption of
this standard did not have a material impact on the Company’s consolidated
financial statements.





In April
2008, the FASB issued FASB Staff Position Statement of Financial Accounting
Standards 142-3, Determination
of the Useful Life of Intangible Assets (“FSP SFAS 142-3”). FSP SFAS
142-3 provides guidance with respect to estimating the useful lives of
recognized intangible assets acquired on or after the effective date and
requires additional disclosure related to the renewal or extension of the terms
of recognized intangible assets. FSP SFAS 142-3 is effective for fiscal years
and interim periods beginning after December 15, 2008. The Company adopted FSP
SFAS 142-3 as of December 31, 2008 and it did not have a material impact on the
Company’s consolidated financial statements.





In June
2008, FASB ratified the EITF consensus on EITF Issue No. 07-05, Determining Whether an Instrument
(or Embedded Feature) Is Indexed to an Entity's Own Stock (“EITF Issue
07-05”) which applies to the determination of whether any freestanding financial
instruments or embedded features that have the characteristics of a derivative,
as defined by SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, and to any freestanding financial
instruments are potentially indexed to an entity’s own common stock
..  EITF Issue No. 07-05 is effective for fiscal years beginning after
December 15, 2008 and early application is not allowed.  The Company
adopted EITF 07-05 as of April 1, 2009.  As a result, warrants to
purchase 1,427,272 shares of our common stock previously treated as equity
pursuant to the derivative treatment exemption were no longer afforded equity
treatment. The warrants had exercise prices ranging from $6.00-$99.00 and expire
between September 2009 and September 2013. As such, effective April 1, 2009, the
Company reclassified the fair value of these warrants to purchase common stock,
which had exercise price reset features, from equity to liability status as if
these warrants were treated as a derivative liability since their date of issue
between February 2000 and January 2006.  On April 1, 2009, the Company
reclassified from additional paid-in capital, as a cumulative effect adjustment,
$347 to beginning accumulated deficit and $501 to common stock warrant liability
to recognize the fair value of such warrants on such date. As of June 30, 2009,
the fair value of the warrants was estimated using the Black-Scholes pricing
model with the following weighted average assumptions:  risk-free
interest rate of 2.54%, expected life of 1.33 years, an expected volatility
factor of 73.65% and a dividend yield of 0.0%. The fair value of these warrants
to purchase common stock decreased to $389 as of June 30, 2009. As such, the
Company recognized a $112 non-cash benefit from the change in fair value of
these warrants for the three months ended June 30, 2009, which is included in
other income (expense), net.





Adoption
of this standard had a material non-cash impact on the Company’s consolidated
financial statements.








-10-




Item
2.   Management’s Discussion and Analysis of
Financial Condition and Results of Operations– (Amounts in
thousands)





Special
Note Regarding Forward Looking Statements





Information
contained or incorporated by reference in this report contains forward-looking
statements.  These forward-looking statements are based on current
expectations and beliefs and involve numerous risks and uncertainties that could
cause actual results to differ materially from expectations.  These
forward-looking statements should not be relied upon as predictions of future
events as we cannot assure you that the events or circumstances reflected in
these statements will be achieved or will occur.  You can identify
forward-looking statements by the use of forward-looking terminology such as
“may,” “will,” “expect,” “anticipate,” “estimate” or “continue” or the negative
thereof or other variations thereon or comparable terminology which constitutes
projected financial information.  These forward-looking statements are
subject to risks, uncertainties and assumptions about Tegal
Corporation  including, but not limited to, industry conditions,
economic conditions, acceptance of new technologies and market acceptance of
Tegal Corporation’s  products and service.  For a discussion
of the factors that could cause actual results to differ materially from the
forward-looking statements, see the “Part Item 1A—Risk Factors” and the
“Liquidity and Capital Resources“ section set forth in this
section  and such other risks and uncertainties as set forth below in
this report or detailed in our other SEC reports and filings. We assume no
obligation to update forward-looking statements.





We
design, manufacture, market and service plasma etch and deposition systems that
enable the production of micro-electrical mechanical systems (“MEMS”), power
integrated circuits (“ICs”) and optoelectronic devices found in products like
smart phones, networking gear, solid-state lighting, and digital imaging. 
Our plasma etch and deposition tools enable sophisticated manufacturing
techniques, such as 3-D interconnect structures formed by intricate silicon
etch, also known as Deep Reactive Ion Etching (“DRIE”). Etching and deposition
constitute two of the principal device production process steps and each must be
performed numerous times in the production of such devices.





Our
business objective is to utilize the technologies that we have developed
internally or acquired externally in order to increase our market share in
process equipment for MEMS and power device fabrication, advanced 3-D packaging,
and certain areas of semiconductor manufacturing, including compound
semiconductors and light emitting diodes (“LEDs”).  In the recent
past, we focused on competing with more established competitors by being
“designed-in” to the advanced device fabrication plans of our
customers.  We have done so primarily by engaging in research and
development activities on behalf of our customers that our more established
competitors were unwilling or unable to perform, including several applications
of our technology in certain types of new, non-volatile memory devices intended
as replacements for flash memory, such as MRAM, RRAM and FeRAM.  Many
of these advanced new memory devices promised substantial returns as consumer
demand for certain functions grew and new markets were created. However, the
timing of the emergence of such demand was highly uncertain and, as of today,
these markets as of today have not developed as expected.





In
September 2008, we took the step of acquiring the products lines of AMMS and the
related intellectual property of Alcatel, in order to pursue more fully the
smaller, but higher-growth markets of MEMS and 3-D packaging.  Our
acquisition of these products served two purposes: 1) to increase revenues, as
demand for our etch and deposition systems in more traditional semiconductor
markets fell dramatically with the collapse of semiconductor capital spending;
and 2) to enable us to focus our various technologies on specific applications
that served the common markets of MEMS and 3-D device manufacturing and
packaging.





At the
present time, we are continuing to transition our involvement in specialized
aspects of traditional semiconductor markets to the faster-growth but smaller
markets for MEMS, power devices and specialized compound semiconductors.
However, given the severe economic downturn generally, and in the semiconductor
capital equipment industry in particular, achieving wins with customers in these
markets has been extremely challenging for us.  We expect that orders
for our systems will continue to fluctuate from quarter to quarter, and we
expect demand to continue to be low and our ability to forecast demand will be
limited as the global financial crisis and the resulting recession
continues.  Although we have over the past several years streamlined
our cost structure by headcount reductions, salary and benefit reductions and
limits on discretionary spending of all types, our costs for maintaining our
research and development efforts and our service and manufacturing
infrastructure have remained constant or in some cases increased.  We
intend to continue our cost-containment measures, including outsourcing certain
activities, such as engineering and software development, and maintaining or
further reducing our headcount as we strive to improve operational efficiency
within this challenging economic environment.  However, since we are
unable to predict the timing of a stable reemergence of demand for our products
and services, we believe that the realization of assets and discharge of
liabilities are each subject to significant uncertainty and a substantial doubt
exists as to whether we will be able to continue as a going
concern.  In consideration of these circumstances, we have begun the
process of evaluating strategic alternatives for the Company, which may include
a merger with or into another company, a sale of all or substantially all of our
assets and the liquidation or dissolution of the company, including through a
bankruptcy proceeding. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.








Critical
Accounting Policies and Estimates





Our
discussion and analysis of our financial condition and results of operations are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America.  The audited consolidated financial statements have been
prepared using the going concern basis, which assumes that we will be able to
realize our assets and discharge our liabilities in the normal course of
business for the foreseeable future.  However, it is not possible to
predict when our business and results of operations will improve in light of the
current economic downturn that continues to dramatically affect our
industry.  Therefore, the realization of assets and discharge of
liabilities are each subject to significant uncertainty.  Accordingly,
substantial doubt exists as to whether we will be able to continue as a going
concern.  If the going concern basis is not appropriate in future
filings, adjustments will not be necessary to the carrying amounts and/or
classification of assets and liabilities in our consolidated financial
statements included in such filings.





The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities. On an
ongoing basis, we evaluate our estimates, including those related to revenue
recognition, bad debts, sales returns allowance, inventory, intangible and long
lived assets, warranty obligations, restructure expenses, deferred taxes and
freight charged to customers. We base our estimates on historical experience and
on various other assumptions that we believe to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.





We
believe the following critical accounting policies are the most significant to
the presentation of our consolidated financial statements:





Revenue
Recognition





Each sale
of our equipment is evaluated on an individual basis in regard to revenue
recognition.  We have integrated in our evaluation the related
interpretative guidance included in Topic 13 of the codification of staff
accounting bulletins, and recognize the role of the consensus on Emerging Issues
Task Force Issue No. 00-21, Accounting for Revenue Arrangements
with Multiple Deliverables (“EITF Issue 00-21”).  We first
refer to EITF Issue 00-21 in order to determine if there is more than one unit
of accounting and then we refer to Staff Accounting Bulletin (“SAB”) 104 for
revenue recognition topics for the unit of accounting. We recognize revenue when
persuasive evidence of an arrangement exists, the seller’s price is fixed or
determinable and collectability is reasonably assured.





For
products produced according to our published specifications, where no
installation is required or installation is deemed perfunctory and no
substantive customer acceptance provisions exist, revenue is recognized when
title passes to the customer, generally upon shipment. Installation is not
deemed to be essential to the functionality of the equipment since installation
does not involve significant changes to the features or capabilities of the
equipment or building complex interfaces and connections.  In
addition, the equipment could be installed by the customer or other vendors and
generally the cost of installation approximates only 1% of the sales value of
the related equipment.





For
products produced according to a particular customer’s specifications, revenue
is recognized when the product has been tested and it has been demonstrated that
it meets the customer’s specifications and title passes to the
customer.  The amount of revenue recorded is reduced by the amount
(generally 10%), which is not payable by the customer until installation is
completed and final customer acceptance is achieved.





For new
products, new applications of existing products, or for products with
substantive customer acceptance provisions where performance cannot be fully
assessed prior to meeting customer specifications at the customer site, 100% of
revenue is recognized upon completion of installation and receipt of final
customer acceptance.  Since title to goods generally passes to the
customer upon shipment and 90% of the contract amount becomes payable at that
time, inventory is relieved and accounts receivable is recorded for the entire
contract amount.  The revenue on these transactions is deferred and
recorded as deferred revenue.  We reserve for warranty costs at the
time the related revenue is recognized.





Revenue
related to sales of spare parts is recognized upon shipment.  Revenue
related to maintenance and service contracts is recognized ratably over the
duration of the contracts.  Unearned maintenance and service revenue
is included in deferred revenue.





Accounting
for Stock-Based Compensation





The
Company has adopted several stock plans that provide for issuance of equity
instruments to the Company’s employees and non-employee directors. The Company’s
plans include incentive and non-statutory stock options and restricted stock
awards and restricted stock units (“RSUs”).  Stock options and RSUs
generally vest ratably over a four-year period on the anniversary date of the
grant, and stock options expire ten years after the grant date.  On
occasion RSUs may vest on the achievement of specific performance
targets.  The Company also has an employee stock purchase plan (an
“ESPP”) that allows qualified employees to purchase Company shares at 85% of the
lower of the common stock’s market value on specified dates.  The
stock-based compensation for our ESPP was determined using the Black-Scholes
option pricing model and the provisions of Statement of Financial Accounting
Standards (“SFAS”) No. 123 (revised 2004), Share Based Payment,(“SFAS
123R”).





Accounts
Receivable – Allowance for Sales Returns and Doubtful Accounts





The
Company maintains an allowance for doubtful accounts receivable for estimated
losses resulting from the inability of the Company’s customers to make required
payments. If the financial condition of the Company’s customers were to
deteriorate, or even a single customer was otherwise unable to make payments,
additional allowances may be required.  As of June 30, 2009 two
customers accounted for approximately 35% of the accounts receivable
balance.  As of June 30, 2008 two customers accounted for
approximately 60% of the accounts receivable balance.





The
Company’s return policy is for spare parts and components only.  A
right of return does not exist for systems. Customers are allowed to return
spare parts if they are defective upon receipt. The potential returns are offset
against gross revenue on a monthly basis.  Management reviews
outstanding requests for returns on a quarterly basis to determine that the
reserves are adequate.





Inventories





Inventories
are stated at the lower of cost or market, reduced by provisions for excess and
obsolescence. Cost is computed using standard cost, which approximates actual
cost on a first-in, first-out basis and includes material, labor and
manufacturing overhead costs. We estimate the effects of excess and obsolescence
on the carrying values of our inventories based upon estimates of future demand
and market conditions. We establish provisions for related inventories in excess
of production demand. Should actual production demand differ from our estimates,
additional inventory write-downs may be required. Any excess and obsolete
provision is released only if and when the related inventories is sold or
scrapped.  The inventory provision balance at June 30, 2009 and March
31, 2009 was $626and $626,
respectively.  During the three months ended June 30,
2009, and June 30, 2008, the reserve was reduced by $0and $4, respectively when
the Company sold or scrapped previously
reserved inventory.





The
Company periodically analyzes any systems that are in finished goods inventory
to determine if they are suitable for current customer
requirements.  At the present time, the company’s policy is that, if
after approximately 18 months, it determines that a sale will not take place
within the next 12 months and the system would be useable for customer
demonstrations or training, it is transferred to fixed
assets.  Otherwise, it is expensed.





The
carrying value of systems used for demonstrations or training is determined by
assessing the cost of the components that are suitable for sale.  Any
parts that may be rendered unsellable as a result of such use are removed from
the system and are not included in finished goods inventory. The remaining
saleable parts are valued at the lower of cost or market, representing the
system’s net realizable value.   The depreciation period for
systems that are transferred to fixed assets is determined based on the age of
the system and its remaining useful life (typically five to eight
years).





-11-




Impairment
of Long-Lived Assets





Long-lived
assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. If undiscounted
expected future cash flows are less than the carrying value of the assets, an
impairment loss is recognized based on the excess of the carrying amount over
the fair value of the assets. During the fourth quarter of 2009, we reviewed our
long-lived assets for indicators of impairment in accordance with SFAS No. 144,
Accounting for Impairment or
Disposal of Long-Lived Assets. Based on reduced estimates of future
revenues and future negative cash flow, we identified a potential indicator of
impairment.  No impairment charge was recorded for the three months
ended June 30, 2009.  The company recorded an impairment charge,
related to intangibles, of $497 for the fiscal year ended 2009.  No
impairment charges were recorded for the year ended 2008.





Warranty
Obligations





We
provide for the estimated cost of our product warranties at the time revenue is
recognized. Our warranty obligation is affected by product failure rates,
material usage rates and the efficiency by which the product failure is
corrected.  The warranty reserve is based on historical cost data
related to warranty.  Should actual product failure rates, material
usage rates and labor efficiencies differ from our estimates, revisions to the
estimated warranty liability may be required.  Actual warranty expense
is typically low in the period immediately following installation.





Deferred
Taxes





We record
a valuation allowance to reduce our deferred tax assets to the amount that is
more likely than not to be realized. Based on the uncertainty of future taxable
income, we have fully reserved our deferred tax assets. In the event we were to
determine that we would be able to realize our deferred tax assets in the
future, an adjustment to the deferred tax asset would increase income in the
period such determination was made.





Results
of Operations




The
following table sets forth certain financial data for the three months ended
June 30, 2009and 2008 as a percentage of revenue:








Three
      Months EndedJune 30,2009
            
            
            2008Revenue
            
            
            100.0
            %
            
            
            100.0
            %Cost
      of revenue
            
            
            91.4
            %
            
            
            50.8
            %Gross
      profit
            
            
            8.6
            %
            
            
            49.2
            %Operating
      expenses:Research
      and development
            
            
            114.6
            %
            
            
            24.0
            %Sales
      and marketing
            
            
            65.0
            %
            
            
            17.8
            %General
      and administrative
            
            
            107.1
            %
            
            
            28.2
            %Total
      operating expenses
            
            
            286.7
            %
            
            
            70.0
            %Operating
      loss
            
            
            (278.1
            %)
            
            
            (20.8
            %)Other
      income (expense), net
            
            
            32.7
            %
            
            
            4.0
            %Loss
      before income tax benefit
            
            
            (245.4
            %)
            
            
            (16.8
            %)Tax
      Expense
            
            
            (4.8
            %)
            
            
            --
            %Net
      loss
            
            
            (240.6
            %)
            
            
            (16.8
            %)







The
following table sets forth certain financial items for the three months ended
June 30, 2009and 2008:








Three
      Months EndedJune 30,2009
            
            
            2008Revenue
            
            $
            1,083
            
            
            $
            4,729Cost
      of revenue
            
            
            990
            
            
            
            2,402Gross
      profit
            
            
            93
            
            
            
            2,327Operating
      expenses:Research
      and development expenses
            
            
            1,241
            
            
            
            1,136Sales
      and marketing expenses
            
            
            704
            
            
            
            843General
      and administrative expenses
            
            
            1,160
            
            
            
            1,330Total
      operating expenses
            
            
            3,105
            
            
            
            3,309Operating
      loss
            
            
            (3,012
            )
            
            
            (982
            )Other
      income (expense), net
            
            
            354
            
            
            
            190Loss
      before income tax benefit
            
            
            (2,658
            )
            
            
            (792
            )Income
      tax benefit
            
            
            (51
            )
            
            
            -Net
      loss
            
            $
            (2,607
            )
            
            $
            (792
            )Net
      loss per share:Basic
            
            $
            (0.31
            )
            
            $
            (0.11
            )Diluted
            
            $
            (0.31
            )
            
            $
            (0.11
            )Weighted
      average shares used in per share computation:Basic
            
            
            8,413
            
            
            
            7,177Diluted
            
            
            8,413
            
            
            
            7,177





-12-








Revenue





Revenue
of $1,083 for the three months ended June 30, 2009 decreased by $3,646 from
revenue of $4,729 for the three months ended June 30, 2008, representing a 77%
decrease.  The revenue decrease was due principally to the number and
mix of systems sold and the global economic recession that dramatically impacted
our industry. Revenue for the three months ended June 30, 2009 was mainly from
the sale of one new Endeavor system. Revenue for the three months ended June 30,
2008 was mainly from the sale of one used Advanced Etch and one used
Endeavor.





As a
percentage of total revenue for the three months ended June 30, 2009
international sales was approximately 41%.  International sales as a
percentage of total revenue for the three monthsended
June 30, 2008 was approximately 22%.  The increase in international
sales as a percentage of revenue can be attributed to fewer systems
sold.  The Company typically sells more systems in international
markets.  Although the systems sold in the three monthsended
June 30, 2008 were domestic sales, we believe that international sales will
continue to represent a significant portion of our future revenue.





Gross
Profit





Gross
profit of $93 for the three months ended June 30, 2009 decreased by $2,234 from
gross profit of $2,327 for the three months ended June 30, 2008, representing a
96% decrease.  The decrease in the gross margin was attributable to
the number of systems sold and product mix.  Our gross profit margin
for the three months June 30, 2009 was 9% compared to 49% for the same period
last year.   The principle reason for the decreased margin was
unabsorbed overhead.





Our gross
profit as a percentage of revenue has been, and will continue to be, affected by
a variety of factors, including the mix and average selling prices of systems
sold and the costs to manufacture, service and support new product introductions
and enhancements.





Future
gross profit and gross margin are highly dependent on the level and product mix
included in net revenues. This includes the mix of sales between lower and
higher margin products.  Accordingly, we are not able to predict
future gross profit levels or gross margins with certainty.  However,
gross profit improvement is one of our highest priorities.  We believe
that the completion of the integration of our new product line and the results
of our expense reduction efforts will begin to exhibit themselves in gross
profit improvements, especially as we expect our sales volume to
increase.





Research and
Development





Research and
development (“R&D”) expenses consist primarily of salaries, prototype
material and other costs associated with our ongoing systems and process
technology development, applications and field process support efforts. The
spending increase of $105 for the three months ended June 30, 2009 compared to
the three months ended June 30, 2008 resulted primarily from an increase in the
amortization and depreciation costs of DRIE assets and intangibles and legal
fees for patent maintenance all primarily related to the AMMS
acquisition.  This increase was offset by a decrease in employee
related expenses and R&D project material costs.  There have not
been any engineering reimbursements during the three months ended June 30,
2009.




Sales and
Marketing





Sales and marketing
expenses consist primarily of salaries, commissions, trade show promotion and
travel and living expenses associated with those functions. The decrease of $139
in sales and marketing spending for the three months ended June 30, 2009, as
compared to the same periods in 2008 was primarily due to the decrease of sales
commission for systems over the same period last year.





General
and Administrative





General
and administrative expenses consist of salaries, legal, accounting and related
administrative services and expenses associated with general management,
finance, information systems, human resources and investor relation’s
activities. The decrease of $170 for the three months ended June 30, 2009 as
compared to the three months ended June 30, 2008 was primarily due to decreases
in stock related compensation expense and payroll costs offset by an increase in
legal expenses.





Other
Income (Expense), net





Other
income (expense), net consists of interest income, other income, gains and
losses on foreign exchange and gain and losses on the disposal of fixed
assets.  For the three months ended June 30, 2009 over the three
months ended June 30, 2008, other income (expense), net increased by $164
primarily due to the change in fair value of the common stock warrant liability
pursuant to the adoption of EITF 07-05.





Contractual
Obligation





The
following summarizes our contractual obligations at June 30, 2009, and the
effect such obligations are expected to have on our liquidity and cash flows in
future periods (in thousands).








Contractual
      obligations:
            
            
            
            
            Less
      than
            
            
            
            
            
            
            
            
            AfterTotal
            
            
            1 Year
            
            
            1-3 Years
            
            
            3-5 Years
            
            
            5 YearsNon-cancelable
      operating lease obligations
            
            $
            778
            
            
            $
            528
            
            
            $
            233
            
            
            $
            17
            
            
            $
            -











Certain
of our sales contracts include provisions under which customers would be
indemnified by us in the event of, among other things, a third party claim
against the customer for intellectual property rights infringement related to
our products. There are no limitations on the maximum potential future payments
under these guarantees. We have accrued no amounts in relation to these
provisions as no such claims have been made and we believe we have valid,
enforceable rights to the intellectual property embedded in its
products.





-13-




Liquidity
and Capital Resources





For the
three months endedJune 30, 2009, we financed our operations from existing cash on
hand.  In fiscal 2009 we financed our operations through net cash
provided by operations.  The primary significant changes in our cash
flow statement for the three months ended June 30, 2009 were decreases in
accounts receivable and stock compensation expense and increased depreciation
and amortization expense offset by our net loss of $2,607 and increase in
inventories.  The Company increased both inventories and intangible
assets as a result of the AMMS acquisition and in anticipation of manufacturing
for the new product line.





Net cash
used in operations in the period ending June 30, 2009 was $1,832, primarily due
to our net loss of $2,607 and our increase in inventory.  This was
offset by decreases in accounts receivable, accrued expenses, and product
warranty.  Net cash used in operations in the period ending June 30,
2008 was $927, due primarily to the net loss of $792.   This was
offset by decreases in accounts receivable, accrued expenses, and product
warranty.





Net cash
used in investing activities totaled $183 and $158 for the periods ending June
30, 2009 and 2008, respectively. In both periods, net cash used in investing
activities was primarily for capital expenditures principally for demonstration
equipment, leasehold improvements and to acquire design tools, analytical
equipment and computers.





The
consolidated financial statements contemplate the realization of assets and the
satisfaction of liabilities in the normal course of business for the foreseeable
future. We incurred net losses of $2,607 and $792 for the three months endedJune 30, 2009 and 2008,
respectively. We used cash flows from operations of $1,832 and $927 for the
three months ended June 30, 2009and 2008,
respectively.  We believe that our outstanding balances, combined with
continued cost containment will be adequate to fund operations through fiscal
year 2010. Our business is dependent upon the sales of our capital equipment,
and projected sales may not materialize and unforeseen costs may be
incurred.  If the projected sales do not materialize, we will need to
reduce expenses further and/or raise additional capital which may include
capital raises through the issuance of debt or equity securities.  If
additional funds are raised through the issuance of preferred stock or debt,
these securities could have rights, privileges or preferences senior to those of
our common stock, and debt covenants could impose restrictions on our
operations. Moreover, such financing may not be available to us on acceptable
terms, if at all.  Failure to raise any needed funds would materially
adversely affect us.  It is not possible to predict when our business
and results of operations will improve in light of the current economic downturn
that continues to dramatically affect our industry.  Therefore, the
realization of assets and discharge of liabilities are each subject to
significant uncertainty.  Accordingly, substantial doubt exists as to
whether we will be able to continue as a going concern.  If the going
concern basis is not appropriate in future filings, no adjustments will be
necessary to the carrying amounts and/or classification of assets and
liabilities in our consolidated financial statements included in such filings as
the consolidated financial statements have been prepared using the going concern
basis.





Item
3.  Quantitative and
Qualitative Disclosures About Market Risk





Foreign
Currency Exchange Risk





At June
30, 2009 and 2008,all of the Company’s investments are classified as cash equivalents in
the consolidated balance sheets. The investment portfolio at June 30, 2009 and 2008is
comprised of money market funds.  Our exposure to foreign currency
fluctuations is primarily related to inventories held in Europe, which are
denominated in the Euro. Changes in the exchange rate between the Euro and the
U.S. dollar could adversely affect our operating results. Exposure to foreign
currency exchange rate risk may increase over time as our business evolves and
our products continue to be sold into international markets. For the most recent
three month period, fluctuations of the U.S. dollar in relation to the Euro were
immaterial to our financial statements.  These fluctuations primarily
affect cost of goods sold as it relates to varying levels of inventory held in
Europe and denominated in the Euro.





Interest
Rate Risk





We are
only marginally exposed to interest rate risk through interest earned on money
market accounts. Interest rates that may affect these items in the future will
depend on market conditions and may differ from the rates we have experienced in
the past. We do not hold or issue derivatives, commodity instruments or other
financial instruments for trading purposes.








Item
4.   Controls
and Procedures





Evaluation of Disclosure Controls
and Procedures.





As of the
period covered by this quarterly report, management performed, with the
participation of our Chief Executive Officer and Chief Financial Officer, an
evaluation of the effectiveness of our disclosure controls and procedures as
defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act.  Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in the report we file or submit under the Exchange Act
is recorded, processed, summarized, and reported within the time periods
specified in the rules and forms of the Securities and Exchange Commission, and
that such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosures.   Based on the evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that as of June 30, 2009, such
disclosure controls and procedures were effective.





Changes
in Internal Control Over Financial Reporting





There
were no changes in our internal control over financial reporting during the
quarter ended June 30, 2009 that materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.




Disclosure
Controls and Internal Controls for Financial Reporting




Disclosure
controls are procedures that are designed with the objective of ensuring that
information required to be disclosed in our reports filed under the Exchange Act
such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and forms.
Disclosure controls are also designed with the objective of ensuring that such
information is accumulated and communicated to our management, including the
Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure. Internal controls for financial
reporting are procedures which are designed with the objective of providing
reasonable assurance that our transactions are properly authorized, our assets
are safeguarded against unauthorized or improper use and our transactions are
properly recorded and reported, all to permit the preparation of our financial
statements in conformity with U.S. GAAP.





-14-














PART
II — OTHER INFORMATION





Item
1A.  Risk
Factors





We
wish to caution you that there are risks and uncertainties that could affect our
business. A description of the risk factors associated with our business that
you should consider when evaluating our business is included under “Risk
Factors“ contained in Item 1A. of our Annual Report on Form 10-K for
the year ended March 31, 2009. In addition to those factors and to other
information in this Form 10-Q, the following updates to the risk factors should
be considered carefully when evaluating Tegal or our business.





We
have incurred operating losses and may not be profitable in the
future.  Our plans to maintain and increase liquidity may not be
successful.





We had
net (losses) income of ($7,902), $18,104, and ($13,213) for the years ended
March 31, 2009, 2008, and 2007, respectively.  We (used) generated
cash flows from operations of ($5,541), ($5,057), and $12,772 in these
respective years.  For the three months ended June 30, 2009, we had a
net loss of ($2,607). Although we believe that our outstanding cash balances,
combined with continued cost containment will be adequate to fund operations
through fiscal year 2010, we believe there is substantial doubt as to our
ability to continue as a going concern if there is not significant improvement
in the semiconductor capital equipment industry that has been dramatically
impacted by the global economic recession. Our long-term viability of our
operations is dependent upon our ability to generate sufficient cash to support
our operating needs, fulfill business objectives and fund continued investment
in technology and product development without incurring substantial indebtedness
that will hinder our ability to compete, adapt to market changes and grow our
business in the future.   More specifically, our business is
dependent upon the sales of our capital equipment, and projected sales may not
materialize and unforeseen costs may be incurred.  If the projected
sales do not materialize, we would need to reduce expenses further and/or raise
additional capital which may include capital raises through the issuance of debt
or equity securities in order to continue our business.  If additional
funds are raised through the issuance of preferred stock or debt, these
securities could have rights, privileges or preferences senior to those of our
common stock, and debt covenants could impose restrictions on our operations.
Moreover, such financing may not be available to us on acceptable terms, if at
all.  Failure to raise any needed funds would materially adversely
affect us.





In
consideration of these circumstances, we have engaged Cowen & Co., LLC to
assist us in evaluating strategic alternatives for the Company, which may
include a merger with or into another company, a sale of all or substantially
all of our assets and the liquidation or dissolution of the company, including
through a bankruptcy proceeding.   We cannot assure you that we
will be successful in pursuing any of these strategic
alternatives.  If we were to liquidate or dissolve the company through
or outside of a bankruptcy proceeding, you could lose all of your investment in
Tegal common stock.





If
we are not able to regain compliance with NASDAQ Stock Market rules, our common
stock could be delisted, which would makes our common stock significantly less
liquid.





On June
16, 2009, we notified The NASDAQ Stock Market that, as a result of the
resignation of Edward A. Dohring from our Board of Directors, we no longer
were in compliance with NASDAQ's independent directors requirement for continued
listing as set forth in NASDAQ Listing Rule 5606(b)(1) and NASDAQ's audit
committee composition requirements for continued listing as set forth in NASDAQ
Listing Rule 5605(c)(2)(A). We currently have four directors, only two of whom
the Board has determined to be an “independent director“ as such term is defined
in NASDAQ Listing Rule 5605(a)(2).  On June 19, 2009, we received a
letter from NASDAQ indicating that, in accordance with Rules 5605(b)(1) and
5605(c)(4) of the NASDAQ Listing Rules, NASDAQ will provide us a cure period to
regain compliance equal to the earlier of our next annual shareholders' meeting
or June 16, 2010, or, if the next annual shareholders' meeting is held before
December 14, 2009, then the we must evidence compliance no later than December
14, 2009. We intend to evaluate candidates who are qualified to serve on the
Board and the Audit Committee of the Board.





If we are
unable to regain compliance with the NASDAQ rules, our common stock could be
delisted from the NASDAQ Capital Market.  We do not know if a market
maker would enable our common stock to be traded on the Pink Sheets, and even if
a market maker did so, trading on the Pink Sheets would not be within our
control and could be discontinued at any time if no market maker is willing to
offer a quote.   Furthermore, over-the-counter (OTC) transactions
involve risks in addition to those associated with transactions on a stock
exchange. Many OTC stocks trade less frequently and in smaller volumes than
stocks listed on an exchange. Accordingly, OTC-traded shares are less liquid and
are likely to be more volatile than exchange-traded
stocks.  Consequently, the liquidity of our common stock could be
greatly impaired, not only in the number of shares which could be bought and
sold, but also through difficulties in obtaining price quotations, reduction in
our coverage by security analysts and in the news media and lower prices for our
securities than might otherwise be attained. These circumstances could have an
adverse effect on the ability of an investor to sell any shares of our common
stock as well as on the selling price for such shares.








-15-




Item
6.   Exhibits





Exhibit


Number
            Description





31.1
            Certifications
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
            Certifications
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32
            Certifications
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002.


-16-


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 thereunto
duly authorized.







TEGAL
      CORPORATION
              (Registrant)/s/  CHRISTINE
      HERGENROTHER
              Christine
      Hergenrother
              Chief
      Financial OfficerDate:
      August 14, 2009


-17-








EXHIBIT
31.1





CERTIFICATION
OF THE CHIEF EXECUTIVE OFFICER


PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002





I, Thomas
R. Mika, certify that:





1.
            I
      have reviewed this quarterly report on Form 10-Q of Tegal
      Corporation;





2.
            Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;





3.
            Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the
      registrant as of, and for, the periods presented in this
      report;





4.
            The
      registrant’s other certifying officer and I am responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-14(e)) for the registrant
      and have:





(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;





(b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;





(c)
Evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and





(d)
Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and





5.
            The
      registrant’s other certifying officer and I have disclosed, based on our
      most recent evaluation of internal control over financial reporting, to
      the registrant’s auditors and the audit committee of the registrant’s
      board of directors (or persons performing the equivalent
      function):





(a)
            All
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the registrant’s ability to record,
      process, summarize and report financial information;
  and





(b)
            Any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant’s internal
      controls over financial reporting.










Date:
August 14, 2009


/s/ Thomas R.
Mika


Chief
Executive Officer and President


-18-





EXHIBIT
31.2





CERTIFICATION
OF THE CHIEF FINANCIAL OFFICER


PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002





I,
Christine Hergenrother, certify that:





1.
            I
      have reviewed this quarterly report on Form 10-Q of Tegal
      Corporation;





2.
            Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;





3.
            Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the
      registrant as of, and for, the periods presented in this
      report;





4.
            The
      registrant’s other certifying officer and I am responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-14(e)) for the registrant
      and have:





(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;





(b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;





(c)
Evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and





(d)
Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and





5.
            The
      registrant’s other certifying officer and I have disclosed, based on our
      most recent evaluation of internal control over financial reporting, to
      the registrant’s auditors and the audit committee of the registrant’s
      board of directors (or persons performing the equivalent
      function):





(a)
            All
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the registrant’s ability to record,
      process, summarize and report financial information;
  and





(b)
            Any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant’s internal
      controls over financial reporting.









Date:
August 14,
2009


/s/ Christine
Hergenrother


Chief
Financial Officer








-19-


EXHIBIT
32





CERTIFICATION
PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002


(18
U.S.C. SECTION 1350)




In connection with the Quarterly Report
of Tegal Corporation, a Delaware corporation (the “Company“), on Form 10-Q for
the quarter ended December 31, 2008 as filed with the Securities and Exchange
Commission (the “Report“), I, Thomas R. Mika, President and Chief Executive
Officer of the Company, certify, pursuant to Sec. 906 of the Sarbanes-Oxley Act
of 2002 (18 U.S.C. Sec. 1350), that to my knowledge:




(1) The
Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended; and




(2) The
information contained in the Report fairly presents, in all material respects,
the financial condition and result of operations of the Company.









/s/ Thomas R.
Mika


Chief
Executive Officer and President


August
14, 2009








CERTIFICATION
PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002


(18
U.S.C. SECTION 1350)




In connection with the Quarterly Report
of Tegal Corporation, a Delaware corporation (the “Company“), on Form 10-Q for
the quarter ended December  31,, 2008 as filed with the Securities and
Exchange Commission (the “Report“), I, Christine Hergenrother, Chief Financial
Officer of the Company, certify, pursuant to Sec. 906 of the Sarbanes-Oxley Act
of 2002 (18 U.S.C. Sec. 1350), that to my knowledge:




(1) The
Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended; and




(2) The
information contained in the Report fairly presents, in all material respects,
the financial condition and result of operations of the Company.









/s/ Christine
Hergenrother


Chief
Financial Officer


August
14, 2009