|
Item
1.03.
|
Bankruptcy
or Receivership.
|
On June
9, 2009, we and two of our subsidiaries, Aviza, Inc. and Trikon Technologies,
Inc., filed voluntary petitions for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the Northern District
of California. The case numbers are 09-54511-RLE-11, 09-54514-RLE-11 and
09-54515-RLE-11 for us, Aviza, Inc. and Trikon Technologies, Inc., respectively.
We plan to continue to operate our business and manage our assets as a
“debtor-in-possession” under the jurisdiction of the bankruptcy court and in
accordance with the applicable provisions of the bankruptcy code, and orders and
rulings from the bankruptcy court.
On June
10, 2009, we issued a press release regarding these proceedings, a copy of which
is attached as Exhibit 99.1 to this report and is incorporated herein by
reference.
|
Item
2.04.
|
Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet
Arrangement.
|
The
bankruptcy proceedings described in Item 1.03 above constitute an event of
default that automatically accelerated our outstanding obligations
(approximately $28.3 million as of June 9, 2009) under that certain Loan and
Security Agreement, dated April 13, 2007, as amended by the First Amendment,
dated September 30, 2008, and the Second Amendment, dated October 1, 2008, by
and among us, our subsidiary, Aviza, Inc., United Commercial Bank as lender and
agent, and the other lenders party thereto.
The
information set forth or incorporated by reference in Item 1.03 above is also
incorporated by reference in this Item 2.04.
|
Item
3.01.
|
Notice
of Delisting; Failure to Satisfy a Rule or Standard; Transfer of
Listing.
|
On June
10, 2009, we received notice of a determination of the staff of the NASDAQ
Listing Qualifications Department, in accordance with Nasdaq Listing Rules 5100,
5110(b), and IM-5100-1, to:
|
|
·
|
delist
shares of our common stock (trading symbol:
AVZA),
|
|
|
·
|
suspend
trading in our common stock at the opening of business on June 19, 2009,
and
|
|
|
·
|
file
a Form 25-NSE with the Securities and Exchange Commission removing our
common stock from listing and registration on The Nasdaq Stock
Market.
|
The
NASDAQ staff provided the following reasons for the delisting: the bankruptcy
filing announced by us and the associated public interest concerns raised by it;
concerns regarding the residual equity interest of the existing listed
securities holders; and concerns about our ability to sustain compliance with
all requirements for continued listing on The Nasdaq Stock Market.
We do not
intend to request a hearing with the Nasdaq Listing Qualifications Panel to
appeal the proposed delisting.
A copy of
our press release announcing the receipt of the delisting notification is
attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
Item
9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
|
99.1
|
Press
Release dated June 10, 2009.
|
|
99.2
|
Press
Release dated June 12, 2009.
|
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 hereunto
duly authorized.
|
|
AVIZA
TECHNOLOGY, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: June
12, 2009
|
By:
|
/s/
Patrick
C. O’Connor
|
|
|
|
|
Patrick
C. O’Connor
Executive
Vice President and Chief Financial Officer
|
|
|
|
|
|
|
Exhibit
|
99.1
|
Press
Release dated June 10, 2009.
|
|
99.2
|
Press
Release dated June 12, 2009.
|