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TGAL > SEC Filings for TGAL > Form 8-K on 25-Sep-2012All Recent SEC Filings

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Form 8-K for TEGAL CORP /DE/


25-Sep-2012

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Ma


Item 5.03. Amendments to Articles of Incorporation.

On September 25, 2012, Tegal Corporation (the "Company") filed a Certificate of Amendment (the "Certificate of Amendment") to its Certificate of Incorporation to change its name to "CollabRx, Inc" (the "Name Change"). As discussed below, the Company's stockholders approved the Certificate of Amendment at the Company's Annual Meeting of Stockholders. The Certificate of Amendment is filed as Exhibit 3.1 to this report. A copy of the press release issued by the Company announcing the change of its name is attached as Exhibit 99.1 to this report.



Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 25, 2012, the Company held its 2012 Annual Meeting of Stockholders (the "Annual Meeting"). The following items of business were considered and voted upon at the Annual Meeting: (i) election of Gilbert A. Bellini, James M. Karis, Jeffrey M. Krauss, Thomas R. Mika and Carl Muscari as members of the Board of Directors of the Company to hold office for a one-year term and until their successors are duly elected and qualified; (ii) approval of an amendment to the Company's Certificate of Incorporation to change the Company's name to CollabRx, Inc.; and (iii) ratification of the appointment of Burr, Pilger & Mayer LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending March 31, 2013.

The number of shares of common stock entitled to vote at the Annual Meeting was 1,688,807. The number of shares of common stock present or represented by valid proxy at the annual meeting was 1,450,839. All matters submitted to a binding vote of stockholders at the Annual Meeting were approved. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the matters voted upon at the Annual Meeting, are set forth below:

(i) Election of Directors

                  Director Nominee     Votes For   Votes Withheld
                  Gilbert A. Bellini   187,659     51,253
                  James M. Karis       211,531     27,381
                  Jeffrey M. Krauss    160,735     78,177
                  Thomas R. Mika       187,803     51,109
                  Carl Muscari         188,691     50,221

There were 1,211,927 broker non-votes regarding the election of directors.

(ii) Amendment to the Company's Certificate of Incorporation

Stockholders approved an amendment to the Company's Certificate of Incorporation to change the Company's name to CollabRx, Inc. The results of the voting were 1,413,529 votes for, 33,709 votes against, and 3,601 votes abstained. There were no broker non-votes regarding this proposal.


(iii) Ratification of Auditors

Stockholders ratified the appointment of Burr, Pilger & Mayer LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2013. The results of the voting were 1,398,559 votes for, 49,646 votes against, and 2,634 votes abstained. Broker non-votes were not counted as votes for or against this proposal and were not included in counting the number of votes necessary for approval of this proposal.



Item 8.01. Other Events.

In connection with the Name Change, the Company's common stock, which previously traded under the ticker symbol "TGAL" on the Nasdaq Capital Market, will begin trading under the new ticker symbol "CLRX" on September 27, 2012. In addition, the Company's common stock has been assigned a new CUSIP number of 19422J 108 in connection with the Name Change. Outstanding stock certificates representing shares of common stock of the Company will continue to be valid and need not be exchanged in connection with the Name Change.

                              Item 9.01. Exhibits.



Exhibit No.       Description
3.1               Certificate of Amendment to Certificate of Incorporation, as
                  filed with the Secretary of State of the State of Delaware on
                  September 25, 2012.

99.1              Press Release, dated September 25, 2012

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