UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549







________________




Amendment
No. 1 to


FORM
10-Q/A




________________







(Mark One)





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


OF THE SECURITIES
EXCHANGE ACT OF 1934





For the quarterly period ended
December 31, 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 (§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 February 11, 2010
therewere 8,438,115 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)Condensed
      Consolidated Balance Sheets as of December 31, 2009 and March 31,
      2009
            3Condensed
      Consolidated Statements of Operations for the three months and nine months
      ended December 31, 2009 and December 31, 2008
            4Condensed
      Consolidated Statements of Cash Flows for the nine months ended December
      31, 2009 and December 31, 2008
            5Notes
      to Condensed Consolidated Financial Statements
            6Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            12Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            17Item
      4.
            Controls
      and Procedures
            17PART
      II. OTHER INFORMATIONItem
      1A.
            Risk
      Factors
            18Item
      6.
            Exhibits
            19Signatures
            
            20





- 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)











December 31,
            
            
            March 31,2009
            
            
            2009ASSETSCurrent
      assets:Cash
      and cash equivalents
            
            $
            7,832
            
            
            $
            12,491Accounts
      receivable, net of allowances for sales returns and doubtful accounts of
      $163 and $207 at December 31, 2009 and March 31, 2009
      respectively.
            
            
            4,315
            
            
            
            2,775Inventories,
      net
            
            
            4,407
            
            
            
            14,480Prepaid
      expenses and other current assets
            
            
            359
            
            
            
            372Total
      current assets
            
            
            16,913
            
            
            
            30,118Property
      and equipment, net
            
            
            2,812
            
            
            
            1,154Intangible
      assets, net
            
            
            2,511
            
            
            
            2,998Other
      assets
            
            
            53
            
            
            
            67Total
      assets
            
            $
            22,289
            
            
            $
            34,337LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable
            
            $
            2,154
            
            
            $
            1,487Accrued
      product warranty
            
            
            394
            
            
            
            702Common
      stock warrant liability
            
            
            497
            
            
            
            --Deferred
      revenue
            
            
            258
            
            
            
            113Accrued
      expenses and other current liabilities
            
            
            2,010
            
            
            
            2,004Total
      current liabilities
            
            
            5,313
            
            
            
            4,306Commitments
      and contingencies (Item 2)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; 8,438,115 and
      8,412,676  shares issued and outstanding at December 31, 2009
      and March 31, 2009, respectively
            
            
            84
            
            
            
            84Additional
      paid-in capital
            
            
            128,158
            
            
            
            128,484Accumulated
      other comprehensive loss
            
            
            (372
            )
            
            
            (372
            )Accumulated
      deficit
            
            
            (110,894
            )
            
            
            (98,165
            )Total
      stockholders’ equity
            
            
            16,976
            
            
            
            30,031Total
      liabilities and stockholders’ equity
            
            $
            22,289
            
            
            $
            34,337








See
accompanying notes to condensed consolidated financial
statements.


- 3
-





TEGAL
CORPORATION AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)


(In
thousands, except share data)














Three
      Months Ended
            
            
            Nine
      Months EndedDecember 31,
            
            
            December 31,2009
            
            
            2008
            
            
            2009
            
            
            2008Revenue
            
            $
            5,072
            
            
            $
            4,476
            
            
            $
            9,272
            
            
            $
            11,215Inventory
      Provision
            
            
            7,828
            
            
            
            --
            
            
            
            7,828
            
            
            
            --Cost
      of revenue
            
            
            2,780
            
            
            
            3,113
            
            
            
            6,039
            
            
            
            6,504Gross
      profit/(loss)
            
            
            (5,536
            )
            
            
            1,363
            
            
            
            (4,595
            )
            
            
            4,711Operating
      expenses:Research
      and development expenses
            
            
            1,503
            
            
            
            1,142
            
            
            
            3,913
            
            
            
            3,423Sales
      and marketing expenses
            
            
            539
            
            
            
            756
            
            
            
            1,914
            
            
            
            2,438General
      and administrative expenses
            
            
            957
            
            
            
            880
            
            
            
            2,930
            
            
            
            3,681Total
      operating expenses
            
            
            2,999
            
            
            
            2,778
            
            
            
            8,757
            
            
            
            9,542Operating
      loss
            
            
            (8,535
            )
            
            
            (1,415
            )
            
            
            (13,352
            )
            
            
            (4,831
            )Other
      income (expense), net
            
            
            (244
            )
            
            
            50
            
            
            
            227
            
            
            
            176Loss
      before income tax benefit
            
            
            (8,779
            )
            
            
            (1,365
            )
            
            
            (13,125
            )
            
            
            (4,655
            )Income
      tax expense (benefit)
            
            
            --
            
            
            
            --
            
            
            
            (50
            )
            
            
            --Net
      loss
            
            
            (8,779
            )
            
            
            (1,365
            )
            
            
            (13,075
            )
            
            $
            (4,655
            )Net
      loss per share:Basic
            
            $
            (1.04
            )
            
            $
            (0.19
            )
            
            $
            (1.55
            )
            
            $
            (0.62
            )Diluted
            
            $
            (1.04
            )
            
            $
            (0.19
            )
            
            $
            (1.55
            )
            
            $
            (0.62
            )Weighted
      average shares used in per share computation:Basic
            
            
            8,425
            
            
            
            7,368
            
            
            
            8,418
            
            
            
            7,569Diluted
            
            
            8,425
            
            
            
            7,368
            
            
            
            8,418
            
            
            
            7,569











See
accompanying notes to condensed consolidated financial
statements.


- 4
-


TEGAL
CORPORATION AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)


(In
thousands)











Nine
      Months EndedDecember 31,2009
            
            
            2008Cash
      flows from operating activities:Net
      losses
            
            $
            (13,075
            )
            
            $
            (4,655
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
            
            
            1,075
            
            
            
            688Stock
      compensation expense
            
            
            513
            
            
            
            701Stock
      issued under stock purchase plan
            
            
            9
            
            
            
            19Fair
      value adjustment of common stock warrants
            
            
            (4
            )
            
            
            -Increase/(decrease)
      provision for doubtful accounts and sales returns
    allowances
            
            
            (43
            )
            
            
            13Loss
      on disposal of property and equipment
            
            
            61
            
            
            
            16Changes
      in operating assets and liabilities:Accounts
      receivables
            
            
            (1,569
            )
            
            
            533Inventories,
      net
            
            
            8,602
            
            
            
            (1,123
            )Prepaid
      expenses and other assets
            
            
            49
            
            
            
            231Accounts
      payable
            
            
            746
            
            
            
            365Accrued
      expenses and other current liabilities
            
            
            (34
            )
            
            
            (1,114
            )Accrued
      product warranty
            
            
            (301
            )
            
            
            (997
            )Deferred
      revenue
            
            
            144
            
            
            
            2Net
      cash used in operating activities
            
            
            (3,827
            )
            
            
            (5,321
            )Cash
      flows used in investing activities:Purchases
      of property and equipment
            
            
            (798
            )
            
            
            (330
            )Net
      cash used in AMMS asset acquisition
            
            
            -
            
            
            
            (1,000
            )Net
      cash used in investing activities
            
            
            (798
            )
            
            
            (1,330
            )Cash
      flows used in financing activities:Payments
      on capital lease financing
            
            
            -
            
            
            
            (12
            )Net
      cash used in financing activities
            
            
            -
            
            
            
            (12
            )Effect
      of exchange rates on cash and cash equivalents
            
            
            (34
            )
            
            
            113Net
      decrease in cash and cash equivalents
            
            
            (4,659
            )
            
            
            (6,550
            )Cash
      and cash equivalents at beginning of period
            
            
            12,491
            
            
            
            19,271Cash
      and cash equivalents at end of period
            
            $
            7,832
            
            
            $
            12,721Supplemental
      disclosure of non-cash financing activities:Shares
      issued in asset acquisition
            
            $
            -
            
            
            $
            4,000Transfer
      of Inventory to Property, plant and equipment
            
            $
            1,508
            
            
            $
            -Reclassification
      of common stock warrant liability upon adoption of EITF 07-05 (Topic
      815)
            
            $
            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 and per 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
(“GAAP”).  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 and nine
months ended December 31, 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 ($13,075) and ($4,655) for the nine
months ended December 31, 2009 and 2008, respectively. We used cash flows from
operations of $3,827 and $5,321 for the nine months ended December 31, 2009 and
2008, respectively.  We believe that our outstanding balances,
combined with continued cost containment will be adequate to fund operations
through fiscal year 2010. However, our business is dependent upon the sales of
our capital equipment, and 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.  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. 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.  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.  If
the going concern basis is not appropriate in future filings, adjustments will
be necessary to the carrying amounts and/or classification of assets and
liabilities in our consolidated financial statements included in such
filings.  The consolidated financial statements have been prepared in
conformity with GAAP, which assumes that we will be able to realize our assets
and discharge our liabilities in the normal course of business as a going
concern for the foreseeable future.  In conjunction with our
evaluation of events under Statement of Financial Accounting Standards No. 144,
Accounting for the Impairment
or Disposal of Long Lived Assets, (“SFAS No. 144”) (Topic 360) and with
the evaluation of strategic alternatives available to the Company, we determined
that a review of our inventory levels was also necessary.  In the quarter
ended December 31, 2009 we concluded that the likelihood of selling the Company
as a going concern would be negligible.  We therefore no longer consider
our inventory levels to be current in our existing business structure. 
While our gross margins on the use of these assets are positive year over year,
we recognize that these assets would likely realize a different rate of return
for potential buyers who implement those assets into a different business
structure instead of purchasing the Company as a going concern.  As a
result of our review, we have taken an excess inventory provision of
$7,828.





In
consideration of these circumstances, we continue to evaluate 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 or 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.  As we pursue various
strategic alternatives and determine that some are more or less likely than
others, the consequences of such determinations will be reflected in our
financial statements as required by GAAP or FASB.





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
December 31, 2009, three customers accounted for approximately 49% of the
accounts receivable balance.  As of December 31, 2008, one customer
accounted for approximately 36% of the accounts receivable balance.





For the
three months ended December 31, 2009, IHP GmbH, Northrop Grumman Financial
Service Center, Maluri Equipment  Sdn. Bhd, and Canon Marketing Japan
Inc accounted for 24%, 17%, 17%, and 15%, respectively, of total
revenue.  For the nine months ended December 31, 2009, PerkinElmer and
the IHP Gmbh each accounted for 13% of total revenue.  During the
three months ended December 31, 2008 sales to a leading supplier in the
integrated circuit and MEMS sensor market, suppliers of substrates and services
in the integrated circuit market and manufacturers of high brightness LEDs
accounted for 67% of total revenue.  During the nine months ended
December 31, 2008, sales to a leading supplier in the integrated circuit and
MEMS sensor market, SVTC Tech. LLC, and Diodes Fab Tech Inc, accounted for 18%,
17% and 13%, respectively, of 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.  For the nine months
ended December 31, 2009, no changes affecting our long lived assets indicated
that the carrying value of these assets required review.





- 6
-


Stock-Based
Compensation





The
Company has 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.  The Company also has 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 December 31, 2009and 2008 was $201 and $202, respectively.  Total stock-based
compensation expense related to stock options and RSUs for the nine months ended
December 31, 2009and 2008 was $513 and $701, respectively.  The total
compensation expense related to non-vested stock options and RSUs not yet
recognized is $1,030.





The
Company used the following valuation assumptions to estimate the fair value of
options granted for the periods ended December 31, 2009 and 2008,
respectively:








STOCK
      OPTIONS:
            
            2009
            
            
            2008Expected
      life (years)
            
            
            6.0
            
            
            
            6.0Volatility
            
            
            89.1
            %
            
            
            68.3
            %Risk-free
      interest rate
            
            
            2.15
            %
            
            
            2.49
            %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
            
            
            75.1
            %
            
            
            117.0
            %Risk-free
      interest rate
            
            
            0.06
            %
            
            
            0.94
            %Dividend
      yield
            
            
            0
            %
            
            
            0
            %








During
the three months ended December 31, 2009, the Company granted 8,333 stock option
awards.





Stock
Options & Warrants





A
summary of stock option and warrant activity during the quarter ended December 31, 2009
is as follows:











WeightedWeighted
            
            AverageAverage
            
            Remaining
            AggregateExercise
            
            Contractual
            IntrinsicShares
            
            
            Price
            
            Term
      (in Years)
            ValueBeginning
      outstanding
            
            
            2,486,483
            
            
            $
            9.03GrantedPrice
      = market value
            
            
            --
            
            
            
            -Total
            
            
            --
            
            
            
            -Exercised
            
            
            --
            
            
            
            0.00CancelledForfeited
            
            
            --
            
            
            
            -Expired
            
            
            (11,663
            )
            
            
            9.85Total
            
            
            (11,663
            )
            
            
            9.85Ending
      outstanding
            
            
            2,474,820
            
            
            $
            9.02
            
            3.54
            $-Ending
      vested and expected to vest
            
            
            2,431,820
            
            
            $
            9.13
            
            3.45
            $-Ending
      exercisable
            
            
            2,047,422
            
            
            $
            10.25
            
            2.53
            $-











The
aggregate intrinsic value of stock options and warrants outstanding at December
31, 2009 is calculated as the difference between the exercise price of the
underlying options and the market price of our common stock as of December 31,
2009.





The
following table summarizes information with respect to stock options and
warrants outstanding as of December 31, 2009:








WeightedWeighted
            
            
            
            
            
            
            
            
            AverageNumber
            
            
            Average
            
            
            Weighted
            
            
            Number
            
            
            ExerciseOutstanding
            
            
            Remaining
            
            
            Average
            
            
            Exercisable
            
            
            PriceRange
      of
            
            
            As
      of
            
            
            Contractual
            
            
            Exercise
            
            
            As
      of
            
            
            As
      ofExercise
      Prices
            
            
            Dec 31, 2009
            
            
            Term
      (in years)
            
            
            Price
            
            
            Dec
      31, 2009
            
            
            Dec
      31, 2009$
            2.34
            
            
            
            2.34
            
            
            
            343,847
            
            
            
            8.85
            
            
            
            2.34
            
            
            
            85,963
            
            
            
            2.343.44
            
            
            
            4.20
            
            
            
            256,890
            
            
            
            7.98
            
            
            
            4.09
            
            
            
            130,996
            
            
            
            4.074.60
            
            
            
            5.26
            
            
            
            254,365
            
            
            
            6.54
            
            
            
            4.63
            
            
            
            213,037
            
            
            
            4.635.62
            
            
            
            8.28
            
            
            
            261,232
            
            
            
            3.59
            
            
            
            6.71
            
            
            
            260,190
            
            
            
            6.7112.00
            
            
            
            12.00
            
            
            
            1,284,990
            
            
            
            0.68
            
            
            
            12.00
            
            
            
            1,284,990
            
            
            
            12.0012.36
            
            
            
            46.50
            
            
            
            60,169
            
            
            
            3.32
            
            
            
            18.35
            
            
            
            58,919
            
            
            
            18.4056.28
            
            
            
            56.28
            
            
            
            6,248
            
            
            
            0.28
            
            
            
            56.28
            
            
            
            6,248
            
            
            
            56.2892.26
            
            
            
            92.26
            
            
            
            416
            
            
            
            0.19
            
            
            
            92.26
            
            
            
            416
            
            
            
            92.2692.52
            
            
            
            92.52
            
            
            
            4,165
            
            
            
            0.13
            
            
            
            92.52
            
            
            
            4,165
            
            
            
            92.5299.00
            
            
            
            99.00
            
            
            
            2,498
            
            
            
            0.24
            
            
            
            99.00
            
            
            
            2,498
            
            
            
            99.00$
            2.34
            
            
            $
            99.00
            
            
            
            2,474,820
            
            
            
            3.54
            
            
            $
            9.02
            
            
            
            2,047,422
            
            
            $
            10.25





As of
December
31,
2009, there was $851 of total unrecognized compensation cost related to
outstanding options and warrants which the Company expects to recognize over a
period of 2.42 years.





- 7
-


Restricted
Stock Units





The
following table summarizes the Company’s RSU activity for the three months ended
December
31,
2009:





Number
            
            
            Weighted
      Avg.of
            
            
            Grant
      DateShares
            
            
            Fair ValueBalance
      September 30, 2009
            
            
            84,724
            
            
            $
            1.28Granted
            
            
            -
            
            
            $
            -Forfeited
            
            
            -
            
            
            $
            -Vested
            
            
            (40,437
            )
            
            $
            1.19Balance,
      December 31, 2009
            
            
            44,287
            
            
            $
            1.33








Unvested
restricted stock at December 31, 2009





As of
December
31, 2009there was $179 of total unrecognized compensation cost related to
outstanding RSUs which the Company expects to recognize over a period of 0.87
years.





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 are sold or
scrapped.  During the nine months ended December 31, 2009 and December
31, 2008, the Company sold or scrapped previously reserved inventory of $74 and $154,
respectively.





In
conjunction with our evaluation of events under SFAS No. 144 (Topic 360) and
with the evaluation of strategic alternatives available to the Company, we
determined that a review of our inventory levels was also necessary.  In
the quarter ended December 31, 2009 we concluded that the likelihood of selling
the Company as a going concern would be negligible.  We therefore no longer
consider our inventory levels to be current in our existing business
structure.  While our gross margins on the use of these assets are positive
year over year, we recognize that these assets would likely realize a different
rate of return for potential buyers who implement those assets into a different
business structure instead of purchasing the Company as a going concern. 
As a result of our review, we have taken an excess inventory provision of
$7,828.





The
inventory provision balance at December 31, 2009and March 31,
2009was $7,828 and $626, respectively.





Inventories,
net of all provisions, for the periods presented consisted of:








December 31,
            
            
            March 31,2009
            
            
            2009Raw
      materials
            
            $
            1,557
            
            
            $
            5,634Work
      in progress
            
            
            270
            
            
            
            4,348Finished
      goods and spares
            
            
            2,580
            
            
            
            4,498$
            4,407
            
            
            $
            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.





- 8
-


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 and nine months ended December 31, 2009 and 2008 is as
follows:








Three Months
Ended,                                                                  Nine
Months Ended,


December
31                                                                    December
31,


2009
            
            
            2008
            
            
            2009
            
            
            2008Balance
      at the beginning of the period
            
            $
            519
            
            
            $
            947
            
            
            $
            702
            
            
            $
            1,770Additional
      warranty accruals for
            
            
            320
            
            
            
            273
            
            
            
            562
            
            
            
            455warranties
      issued during the periodWarranty
      expense during the period
            
            
            (445
            )
            
            
            (383
            )
            
            
            (870
            )
            
            
            (1,388
            )Balance
      at the end of the period
            
            $
            394
            
            
            $
            837
            
            
            $
            394
            
            
            $
            837








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 Ended
            
            
            Nine
      Months EndedDecember 31,
            
            
            December 31,2009
            
            
            2008
            
            
            2009
            
            
            2008Net
      loss applicable to common stockholders
            
            $
            (8,779
            )
            
            $
            (1,365
            )
            
            $
            (13,075
            )
            
            $
            (4,655
            )Basic
      and diluted:Weighted-average
      common shares outstanding
            
            
            8,425
            
            
            
            7,368
            
            
            
            8,418
            
            
            
            7,569Weighted-average
      common shares used in diluted net (loss) income per common
      share
            
            
            8,425
            
            
            
            7,368
            
            
            
            8,418
            
            
            
            7,569Basic
      net loss per common share
            
            $
            (1.04
            )
            
            $
            (0.19
            )
            
            $
            (1.55
            )
            
            $
            (0.62
            )Diluted
      net loss per common share
            
            $
            (1.04
            )
            
            $
            (0.19
            )
            
            $
            (1.55
            )
            
            $
            (0.62
            )








Outstanding
options, warrants and RSUs of 2,539,614 and 2,717,124 shares of common stock at
a weighted-average exercise price per share of $8.82 and $9.01 on December 31,
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.





5.      Stock-Based
Transactions:





Issuance
of Warrants to Consultants





The
Company issued no warrants to any party for the nine months ended December 31,
2009 and 2008.





- 9
-


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 nine months ended
December 31, 2009 and 2008.  Periodically, the Company enters into
foreign exchange contracts to sell Euros, which are used to hedge 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 Statement of Financial Accounting Standards
(“SFAS”) No. 157, Fair Value
Measurements (“SFAS” 157”) (Topic 820).  On November 5, 2009
the Company concluded a foreign exchange contract for a net loss of
$14.   As of December 31, 2009 the Company had two outstanding
foreign exchange contracts due to expire January 29, 2010 and February 18,
2010.  The January contract concluded for a net gain of
$4.  We expect the February contract to close for a net gain of $4 as
well.








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 comprised of
$1,000 in cash and 1,044,386 shares of the Company’s 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 (in thousands):








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”) (Topic
280) 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 the
            
            
            Revenue
      for theThree
      Months Ended
            
            
            Nine
      Months EndedDecember 31,
            
            
            December 31,2009
            
            
            2008
            
            
            2009
            
            
            2008Sales
      to customers located in:United
      States
            
            $
            1,777
            
            
            $
            2,789
            
            
            $
            4,929
            
            
            $
            7,663Asia
            
            
            1,751
            
            
            
            245
            
            
            
            2,146
            
            
            
            962Germany
            
            
            1,153
            
            
            
            576
            
            
            
            1,240
            
            
            
            751France
            
            
            138
            
            
            
            --
            
            
            
            319
            
            
            
            --Europe,
      excluding Germany and France
            
            
            253
            
            
            
            866
            
            
            
            638
            
            
            
            1,839Total
      sales
            
            $
            5,072
            
            
            $
            4,476
            
            
            $
            9,272
            
            
            $
            11,215














December 31Long-Lived
      assets at period-end:
            
            2009
            
            
            2008United
      States
            
            $
            1,114
            
            
            $
            1,160Europe
            
            
            1,698
            
            
            
            11Total
      Long-lived assets
            
            $
            2,812
            
            
            $
            1,171








- 10
-


9.      Recent
Accounting Pronouncements:





Effective
July 1, 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
168, “The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles” (“SFAS 68”), (Topic 105).  The Accounting Standards
Codification (“ASC”) became the single official source of authoritative,
nongovernmental generally accepted accounting principles (“GAAP”) in the United
States. This standard establishes two levels of GAAP, authoritative and
non-authoritative. The FASB Accounting Standards Codification (the
“Codification”) became the source of authoritative, non-governmental GAAP,
except for rules and interpretive releases of the SEC, which are sources of
authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC
accounting literature not included in the Codification became
non-authoritative.  The Company adopted SFAS 168 (Topic 105) as of
July 1, 2009.   As the Codification was not intended to change or
alter existing GAAP, it did not have any impact on our Condensed Consolidated
Financial Statements.  However, references to specific accounting
standards in the footnotes to our consolidated financial statements have been
changed to also refer to the appropriate topic of ASC.





In
December 2007, FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS
141R”) which replaces SFAS No. 141(Topic 805).  SFAS 141R (Topic 805)
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
(Topic 805) became 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”) (Topic 810) 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 (Topic 810) 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 Company’s consolidated financial
statements.





In April
2008, FASB issued FASB Staff Position Statement of Financial Accounting
Standards 142-3, Determination
of the Useful Life of Intangible Assets (“FSP SFAS 142-3”) (Topic 350).
FSP SFAS 142-3 (Topic 350) 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 (Topic 350) became
effective for fiscal years and interim periods beginning after December 15,
2008. The Company adopted FSP SFAS 142-3 (Topic 350) 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”) (Topic 815) 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 (Topic 815), 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 (Topic 815) became effective for fiscal
years beginning after December 15, 2008.  The Company adopted EITF
07-05 (Topic 815) 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 February 2010 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,
$346 to beginning accumulated deficit and $502 to common stock warrant liability
to recognize the fair value of such warrants on such date.  As of
December 31, 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 2.69%, expected life of 1.06 years, an expected
volatility factor of 74.8% and a dividend yield of 0.0%. The fair value of these
warrants to purchase common stock increased to $497 as of December 31, 2009. As
such, the Company recognized a $53 non-cash loss from the change in fair value
of these warrants for the three months ended December 31, 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.





- 11
-





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 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 revenue, 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 continue to
evaluate 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.  As we pursue various
strategic alternatives and determine that some are more or less likely than
others, the consequences of such determinations will be reflected in our
financial statements as required by GAAP or FASB.





The
consolidated financial statements have been prepared in conformity with GAAP,
which assumes that we will be able to realize our assets and discharge our
liabilities in the normal course of business as a going concern for the
foreseeable future.  In conjunction with our evaluation of events
under SFAS No. 144 (Topic 360) and with the evaluation of strategic alternatives
available to the Company, we determined that a review of our inventory levels
was also necessary.  In the quarter ended December 31, 2009 we concluded
that the likelihood of selling the Company as a going concern would be
negligible.  We therefore no longer consider our inventory levels to be
current in our existing business structure.  While our gross margins on the
use of these assets are positive year over year, we recognize that these assets
would likely realize a different rate of return for potential buyers who
implement those assets into a different business structure instead of purchasing
the Company as a going concern.  As a result of our review, we have taken
an excess inventory provision of $7,828.





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 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.





The
consolidated financial statements have been prepared in conformity with GAAP,
which assumes that we will be able to realize our assets and discharge our
liabilities in the normal course of business as a going concern for the
foreseeable future.  In conjunction with our evaluation of events
under SFAS No. 144 (Topic 360) and with the evaluation of strategic alternatives
available to the Company, we determined that a review our inventory levels was
also necessary.  In the quarter ended December 31, 2009 we concluded that
the likelihood of selling the Company as a going concern would be
negligible.  We therefore no longer consider our inventory levels to be
current in our existing business structure.  While our gross margins on the
use of these assets are positive year over year, we recognize that these assets
would likely realize a different rate of return for potential buyers who
implement those assets into a different business structure instead of purchasing
the Company as a going concern.  As a result of our review, we have taken
an excess inventory provision of $7,828.





In
consideration of these circumstances, we continue to evaluate 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 or 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.  As we pursue various
strategic alternatives and determine that some are more or less likely than
others, the consequences of such determinations will be reflected in our
financial statements as required by GAAP or FASB.





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





- 12
-


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”) (Topic
605).  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 (Topic 605) 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 SFAS No. 123 (revised 2004), Share Based Payment,(“SFAS
123R”) (Topic 718).





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 December 31, 2009, three
customers accounted for approximately 49% of the accounts receivable
balance.  As of December 31, 2008, one customer accounted for
approximately 36% 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 are sold
or scrapped.  During the nine months ended December 31, 2009 and
December 31, 2008, the Company sold or scrapped previously reserved inventory of
$74 and $154,
respectively.





In
conjunction with our evaluation of events under SFAS No. 144 (Topic 360) and
with the evaluation of strategic alternatives available to the Company, we
determined that a review our inventory levels was also necessary.  In the
quarter ended December 31, 2009 we concluded that the likelihood of selling the
Company as a going concern would be negligible.  We therefore no longer
consider our inventory levels to be current in our existing business
structure.  While our gross margins on the use of these assets are positive
year over year, we recognize that these assets would likely realize a different
rate of return for potential buyers who implement those assets into a different
business structure instead of purchasing the Company as a going concern. 
As a result of our review, we have taken an excess inventory provision of
$7,828.  The inventory provision balance at December 31, 2009 and
March 31, 2009 was $7,828 and $626,
respectively.





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).





- 13
-


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 quarter ended March 31, 2009, we
reviewed our long-lived assets for indicators of impairment in accordance with
SFAS No. 144 (Topic 360). 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 related to
intangibles of $497 for the fiscal year ended March 31, 2009.  During
the nine months ended December 31, 2009, no changes affecting our long lived
assets indicated the carrying value required review.





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 and nine months
ended December 31,
2009and 2008 as a percentage of revenue:








Three
      Months Ended
            
            
            Nine
      Months EndedDecember 31,
            
            
            December 31,2009
            
            
            2008
            
            
            2009
            
            
            2008Revenue
            
            
            100.0
            %
            
            
            100.0
            %
            
            
            100.0
            %
            
            
            100.0
            %Cost
      of revenue
            
            
            209.2
            %
            
            
            69.5
            %
            
            
            149.6
            %
            
            
            58.0
            %Gross
      profit/(loss)
            
            
            (109.2
            %)
            
            
            30.5
            %
            
            
            (49.6
            %)
            
            
            42.0
            %Operating
      expenses:Research
      and development
            
            
            29.6
            %
            
            
            25.5
            %
            
            
            42.2
            %
            
            
            30.5
            %Sales
      and marketing
            
            
            10.6
            %
            
            
            16.9
            %
            
            
            20.6
            %
            
            
            21.7
            %General
      and administrative
            
            
            18.9
            %
            
            
            19.7
            %
            
            
            31.6
            %
            
            
            32.8
            %Total
      operating expenses
            
            
            59.1
            %
            
            
            62.1
            %
            
            
            94.4
            %
            
            
            85.0
            %Operating
      loss
            
            
            (168.3
            %)
            
            
            (31.6
            %)
            
            
            (144.0
            %)
            
            
            (43.0
            %)Other
      income (expense), net
            
            
            (4.8
            %)
            
            
            1.1
            %
            
            
            2.4
            %
            
            
            1.6
            %Loss
      before income tax benefit
            
            
            (173.1
            %)
            
            
            (30.5
            %)
            
            
            (141.6
            %)
            
            
            (41.4
            %)Tax
      Expense
            
            
            --
            %
            
            
            --
            %
            
            
            (0.5
            %)
            
            
            --
            %Net
      loss
            
            
            (173.1
            %)
            
            
            (30.5
            %)
            
            
            (141.1
            %)
            
            
            (41.4
            %)











The
following table sets forth certain financial items for the three and nine months
ended December 31,
2009and 2008:








Three
      Months Ended
            
            
            Nine
      Months EndedDecember 31,
            
            
            December 31,2009
            
            
            2008
            
            
            2009
            
            
            2008Revenue
            
            $
            5,072
            
            
            $
            4,476
            
            
            $
            9,272
            
            
            $
            11,215Inventory
      Provision
            
            
            7,828
            
            
            
            --
            
            
            
            7,828
            
            
            
            --Cost
      of revenue
            
            
            2,780
            
            
            
            3,113
            
            
            
            6,039
            
            
            
            6,504Gross
      profit/(loss)
            
            
            (5,536
            )
            
            
            1,363
            
            
            
            (4,595
            )
            
            
            4,711Operating
      expenses:Research
      and development expenses
            
            
            1,503
            
            
            
            1,142
            
            
            
            3,913
            
            
            
            3,423Sales
      and marketing expenses
            
            
            539
            
            
            
            756
            
            
            
            1,914
            
            
            
            2,438General
      and administrative expenses
            
            
            957
            
            
            
            880
            
            
            
            2,930
            
            
            
            3,681Total
      operating expenses
            
            
            2,999
            
            
            
            2,778
            
            
            
            8,757
            
            
            
            9,542Operating
      loss
            
            
            (8,535
            )
            
            
            (1,415
            )
            
            
            (13,352
            )
            
            
            (4,831
            )Other
      income (expense), net
            
            
            (244
            )
            
            
            50
            
            
            
            227
            
            
            
            176Loss
      before income tax benefit
            
            
            (8,779
            )
            
            
            (1,365
            )
            
            
            (13,125
            )
            
            
            (4,655
            )Income
      tax expense (benefit)
            
            
            --
            
            
            
            --
            
            
            
            (50
            )
            
            
            --Net
      loss
            
            
            (8,779
            )
            
            
            (1,365
            )
            
            
            (13,075
            )
            
            $
            (4,655
            )Net
      loss per share:Basic
            
            $
            (1.04
            )
            
            $
            (0.19
            )
            
            $
            (1.55
            )
            
            $
            (0.62
            )Diluted
            
            $
            (1.04
            )
            
            $
            (0.19
            )
            
            $
            (1.55
            )
            
            $
            (0.62
            )Weighted
      average shares used in per share computation:Basic
            
            
            8,425
            
            
            
            7,368
            
            
            
            8,418
            
            
            
            7,569







- 14
-


Revenue





Revenue
of $5,072 for the three months ended December 31, 2009 increased 13% from
revenue for the three months ended December 31, 2008.  The revenue
increase was due principally to the number and mix of systems
sold.  During the three months ended December 31, 2009 we sold four
new DRIE systems.  During the three months ended December 31, 2008, we
sold one new DRIE system, one new 900 series system, and one used DRIE
system.  Revenue for the nine months ended December 31, 2009 decreased
by 17% from revenue for the nine months ended December 31, 2008.  The
revenue decrease was due principally to the number and mix of systems sold and
the global economic recession that has dramatically impacted our
industry.  During the nine months ended December 31, 2009, we sold two
new SMT systems and five new DRIE systems.  During the nine months
ended December 31, 2008, we sold one new DRIE system, one new 900 series system,
one used DRIE system, one used advanced etch, and one used
Endeavor.





As a
percentage of total revenue for the three months ended December 31, 2009
international sales was approximately 65%.  International sales as a
percentage of total revenue for the three monthsended
December 31, 2008 was approximately 38%.  As a percentage of total
revenue for the nine months ended December 31, 2009 and 2008, international
sales were approximately 47% and 32% respectively.  The Company
typically sells more systems in international markets.  We believe
that international sales will continue to represent a significant portion of our
future revenue.





Gross
Profit





Gross
profit/(loss) of ($5,536) for the three months ended December 31, 2009 decreased
by $6,899 from gross profit of $1,363 for the three months ended December 31,
2008, representing a 506% decrease.  Gross profit/(loss) of ($4,595)
for the nine months ended December 31, 2009 decreased by $9,306 from gross
profit of $4,711 for the nine months ended December 31, 2008, representing a
198% decrease.  Our gross profit margin for the three months December
31, 2009 was (109%) compared to 31% for the same period last
year.   The decrease in the gross profit and gross margin was
primarily attributable to the excess inventory provision.   In
conjunction with our evaluation of events under SFAS No. 144 (Topic 360) and
with the evaluation of strategic alternatives available, the Company reviewed
the carrying value of all its inventory.  As a result of its review,
for the three months ended December 31, 2009, the Company recorded an excess
inventory provision of $7,828.





Gross
margins for our DRIE series systems are typically lower than those of our more
mature systems due to the competitive differences in the MEMS market compared to
the semi-conductor industry.  We believe that the dominant business
model driving the lower margins in this market segment is unsustainable and
expect gross margins for this product to eventually normalize to levels
comparable with our other products.





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.  We
continue to make gross profit improvement one of our highest priorities, and
believe that the completion of the production integration of the DRIE product
line and the results of our expense reduction efforts will contribute to gross
profit improvements.





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 for the three and nine months ended December 31, 2009 compared
to the three and nine months ended December 31, 2008 resulted primarily from an
increase in the amortization of DRIE intangibles and depreciation of DRIE
related operations and the capitalization of Endeavor software projects. These
increases were partially offset by lower spending on legal fees for patent
maintenance, and employee-related expenses.  There were no engineering
reimbursements during the nine months ended December 31, 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 in
sales and marketing spending for the three and nine months ended December 31,
2009, as compared to the same periods in 2008 was primarily due to the decrease of
employee costs, lower trade show expenses, decreased consulting costs, and
decreased sales commissions for systems, offset by payroll severance costs 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 relations activities.
The increase of $77 for the three months ended December 31, 2009 as compared to
the three months ended December 31, 2008 was primarily due to increase in
consulting and legal costs associated with our evaluation of strategic
alternatives, and employee travel costs.  The decrease of $751 for the
nine months ended December 31, 2009 as compared to the nine months ended
December 31, 2008 was primarily due to decreases in stock related compensation
expense, payroll costs and consulting costs.





- 15
-


Other
Income (Expense), net





Other
income (expense), net consists of interest income, other income, gains and
losses on foreign exchange and gains and losses on the disposal of fixed
assets.  For the three months ended December 31, 2009 as compared to
the three months ended December 31, 2008, other income (expense), net decreased
by $294, primarily due to changes in foreign exchange rates, the change in fair
value of the common stock warrant liability pursuant to EITF 07-05 (Topic 815),
and the decrease of earned interest from the decrease in interest rate and value
of the money market account.   For the nine months ended December
31, 2009 as compared to the nine months ended December 31, 2008, other income
(expense), net decreased by $51 primarily due to the decrease of earned interest
from the decrease in interest rate and value of the money market
account.





Contractual
Obligation





The
following summarizes our contractual obligations at December 31, 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
            
            $
            448
            
            
            $
            311
            
            
            $
            134
            
            
            $
            3
            
            
            $
            -








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 our products.





Liquidity
and Capital Resources





For
thenine months
endedDecember 31, 2009, we financed our operations from existing cash on
hand.  In fiscal year ended March 31, 2009 we financed our operations
from existing cash on hand.  The primary significant changes in our
cash flow statement for the nine months ended December 31, 2009 were decreases
in inventory and increased depreciation and amortization expense offset by our
net loss of $13,075 and an increase in accounts receivable.  We
acquired significant intangible assets in the prior fiscal year ended March 31,
2009 as a result of the AMMS acquisition.





In
conjunction with our evaluation of events under SFAS No. 144 (Topic 360) and
with the evaluation of strategic alternatives available to the Company, we
determined that a review our inventory levels was also necessary.  In the
quarter ended December 31, 2009 we concluded that the likelihood of selling the
Company as a going concern would be negligible.  We therefore no longer
consider our inventory levels to be current in our existing business
structure.  While our gross margins on the use of these assets are positive
year over year, we recognize that these assets would likely realize a different
rate of return for potential buyers who implement those assets into a different
business structure instead of purchasing the Company as a going concern. 
As a result of our review, we have taken an excess inventory provision of
$7,828.





Net cash
used in operating activities during the nine months ended December 31, 2009 was
$3,827, primarily due to our net loss of $13,075 and decreases in inventory of
$8,602, partially offset by an increase in accounts receivable of approximately
$1,569.  Net cash used in operating activities during the nine months
ended December 31, 2008 was $5,321, due primarily to the net loss of $4,655,
increases in inventory of $1,123, accrued expenses of $1,114, and accrued
product warranty of $997.





Net cash
used in investing activities totaled $798 and $1,330 for the nine months ended
December 31, 2009 and 2008, respectively.  For the nine months ended
December 31, 2009, 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  software, and computers.  During the nine months ended
December 31, 2008, net cash used in investing activities was primarily used to
fund the AMMS asset acquisition, as well as 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 $8,779 and $1,365 for the three months endedDecember 31, 2009 and 2008,
respectively. We incurred net losses of $13,075 and $4,655 for the nine months endedDecember 31, 2009 and 2008,
respectively. We used cash flows from operations of $3,827 and $5,321 for the
nine months ended December 31, 2009and 2008,
respectively.  We believe that our outstanding balances, combined with
continued cost containment, will be adequate to fund operations through fiscal
year ending March 31, 2010. However, our business is dependent upon the sales of
our capital equipment, and projected sales may not materialize and unforeseen
costs may be incurred.  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.  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.  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 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, 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.





- 16
-


Item
3.  Quantitative and
Qualitative Disclosures About Market Risk





Foreign
Currency Exchange Risk





At
December 31, 2009 and 2008,all of
the Company’s investments were classified as cash equivalents in the
consolidated balance sheets. The investment portfolio at December 31, 2009 and 2008 was
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. Foreign currency transaction gains and (losses)
included in other income (expense), net were not significant for the nine months
ended December 31, 2009 and 2008.  However, changes in the foreign
currency 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. Periodically, the Company enters into foreign
exchange contracts to sell Euros, which are used to hedge sales transactions in
which costs are denominated in U.S. dollars and the related revenue is generated
in Euros.  On November 5, 2009, the Company concluded a foreign
exchange contract for a net loss of $14.  As of December 31, 2009, the
Company had two outstanding foreign exchange contracts due to expire January 29,
2010 and February 18, 2010.  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 December 31, 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 December 31, 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.








- 17
-


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 and nine months ended December 31,
2009, we had a net loss of ($8,779) and ($13,075), respectively. 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
conjunction with our evaluation of events under SFAS No. 144 (Topic 360) and
with the evaluation of strategic alternatives available to the Company, we
determined that a review our inventory levels was also necessary.  In the
quarter ended December 31, 2009 we concluded that the likelihood of selling the
Company as a going concern would be negligible.  We therefore no longer
consider our inventory levels to be current in our existing business
structure.  While our gross margins on the use of these assets are positive
year over year, we recognize that these assets would likely realize a different
rate of return for potential buyers who implement those assets into a different
business structure instead of purchasing the Company as a going concern. 
As a result of our review, we have taken an excess inventory provision of
$7,828.





In
consideration of these circumstances, we continue to evaluate 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.








- 18
-


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.


- 19
-


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:
      April 5, 2010


- 20
-








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)) and
      internal control over financial reporting (as defined in Exchange Act
      Rules 13a-15(f) and 15d-15(f)) 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:
April 5,
2010                                                                                     /s/   Thomas
R.
Mika


Chief Executive
Officer and President


- 21
-





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)) and
      internal control over financial reporting (as defined in Exchange Act
      Rules 13a-15(f) and 15d-15(f)) 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:
April 5,
2010                                                                                     /s/ Christine
Hergenrother


Chief Financial
Officer














- 22
-


























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, 2009 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 § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
§ 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


April 5,
2010








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, 2009 as filed with the
Securities and Exchange Commission (the “Report”), I, Christine Hergenrother,
Chief Financial Officer of the Company, certify, pursuant to § 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. § 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


April 5,
2010