-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G1+Oosfb1QwYAtCGzEhqS22bYfWeG3T4cFsCxbHbZ409KtTN+epuYdylBl5BHpaR UIKk5/S9u+cP/xk5Bf0QpQ== 0001193125-05-131839.txt : 20050627 0001193125-05-131839.hdr.sgml : 20050627 20050627142709 ACCESSION NUMBER: 0001193125-05-131839 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050627 DATE AS OF CHANGE: 20050627 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIKON TECHNOLOGIES INC CENTRAL INDEX KEY: 0000868326 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 954054321 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26482 FILM NUMBER: 05917140 BUSINESS ADDRESS: STREET 1: RINGLAND WAY STREET 2: . CITY: NEWPORT STATE: X0 ZIP: NP18 2TA BUSINESS PHONE: 011-44-1-633-414-000 MAIL ADDRESS: STREET 1: 10540 TALBERT AVENUE STREET 2: #100 CITY: FOUNTAIN VALLEY STATE: CA ZIP: 92708 FORMER COMPANY: FORMER CONFORMED NAME: PLASMA & MATERIALS TECHNOLOGIES INC DATE OF NAME CHANGE: 19950713 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRIKON TECHNOLOGIES INC CENTRAL INDEX KEY: 0000868326 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 954054321 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: RINGLAND WAY STREET 2: . CITY: NEWPORT STATE: X0 ZIP: NP18 2TA BUSINESS PHONE: 011-44-1-633-414-000 MAIL ADDRESS: STREET 1: 10540 TALBERT AVENUE STREET 2: #100 CITY: FOUNTAIN VALLEY STATE: CA ZIP: 92708 FORMER COMPANY: FORMER CONFORMED NAME: PLASMA & MATERIALS TECHNOLOGIES INC DATE OF NAME CHANGE: 19950713 425 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

June 23, 2005

 


 

TRIKON TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   000-26482   95-4054321

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

Ringland Way, Newport, South Wales NP18 2TA,

United Kingdom

(Address of principal executive offices, including zip code)

 

44-1633-414-000

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 1.01 Entry into a Material Definitive Agreement

 

As of June 23, 2005, Trikon Technologies, Inc. (“Trikon”) and Aviza Technology, Inc. (“Aviza”) agreed to amend the Agreement and Plan of Merger, dated as of March 14, 2005 (the “Merger Agreement”) by and among Trikon, Aviza, New Athletics, Inc., Baseball Acquisition Corp. I and Baseball Acquisition Corp. II to extend the “Outside Date,” as defined in the Merger Agreement, to October 31, 2005.

 

As previously disclosed, certain members of the Trikon board of directors will become directors of New Athletics, Inc. following the completion of the merger, and John Macneil, Trikon’s chief executive officer, has entered into an employment agreement with New Athletics, Inc. which will become effective upon closing of the transaction.

 

The foregoing description of the amendment to the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the actual agreement.

 

Additional Information and Where to Find It

 

New Athletics has filed with the Securities and Exchange Commission a registration statement on Form S-4 (File No. 333-126098) and other relevant documents in connection with the proposed merger transaction involving Aviza and Trikon. Investors and security holders of Trikon are urged to read the proxy statement/prospectus that is contained in the registration statement and the other relevant documents because they contain important information about New Athletics, Aviza and Trikon and the proposed merger transaction. Investors and security holders of Trikon may obtain free copies of the proxy statement/prospectus and the other relevant documents filed with the Securities and Exchange Commission at the Securities and Exchange Commission’s website at http://www.sec.gov and may also obtain free copies of the proxy statement/prospectus by writing to Trikon Technologies, Inc., Ringland Way, Newport, South Wales NP18 2TA, United Kingdom, Attention: Investor Relations. Information regarding the identity of persons who may, under the Securities and Exchange Commission’s rules, be deemed to be participants in the solicitation of stockholders of Trikon in connection with the proposed merger transaction, and their interests in the solicitation, will be set forth in the proxy statement/prospectus that will be filed by Trikon with the Securities and Exchange Commission and is contained in the registration statement that has been filed by New Athletics with the Securities and Exchange Commission.

 

Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits.

 

Exhibit No.

 

Description


2.1   Agreement and Plan of Merger by and among Trikon Technologies, Inc, Aviza Technology, Inc., New Athletics, Inc., Baseball Acquisition Corp. I and Baseball Acquisition Corp. II dated as of March 14, 2005 and the amendment dated as of June 23, 2005 (Incorporated by reference to Annex A to the registration statement on Form S-4 filed by New Athletics, Inc. on June 24, 2005 (File No. 333-126098)).


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 hereunto duly authorized.

 

TRIKON TECHNOLOGIES, INC.
By:  

/s/ John Macneil


    John Macneil
    Chief Executive Officer

 

Date: June 27, 2005


EXHIBIT INDEX

 

Exhibit No.

 

Description


2.1   Agreement and Plan of Merger by and among Trikon Technologies, Inc, Aviza Technology, Inc., New Athletics, Inc., Baseball Acquisition Corp. I and Baseball Acquisition Corp. II dated as of March 14, 2005 and the amendment dated as of June 23, 2005 (Incorporated by reference to Annex A to the registration statement on Form S-4 filed by New Athletics, Inc. on June 24, 2005 (File No. 333-126098)).
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