-----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, AOKtP9dOGFKbYKwXkhYpL55n4mqm9sUz6VxBF0WC8St/owNk+nV6LxkzZzvlk4MR a0tw/rC+WG0Dfy7bWo+Sxg== 0001193125-05-217082.txt : 20051104 0001193125-05-217082.hdr.sgml : 20051104 20051104172855 ACCESSION NUMBER: 0001193125-05-217082 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051104 DATE AS OF CHANGE: 20051104 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: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45401 FILM NUMBER: 051181449 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: SC TO-I/A 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 SC TO-I/A 1 dsctoia.htm AMENDMENT 1 TO SCHEDULE TO-I Amendment 1 to Schedule TO-I

As filed with the Securities and Exchange Commission on November 4, 2005


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

SCHEDULE TO

Amendment No. 1

(Rule 13e-4)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 


 

TRIKON TECHNOLOGIES, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

 


 

Options to Purchase Common Stock, $ 0.001 par value

(Title of Class of Securities)

 


 

896187408

(CUSIP Number of Class of Securities Underlying Options to Purchase Common Stock)

 


 

John Macneil,

Chief Executive Officer

Trikon Technologies, Inc.

Ringland Way, Newport, South Wales

NP18 2TA U.K.

Tel: 44 (0) 1633 414 000

(Name, address and telephone number of person authorized to receive notices and

communications on behalf of filing person)

 


 

Copies to:

 

Steven V. Bernard, Esq.

Wilson Sonsini Goodrich & Rosati,

Professional Corporation

650 Page Mill Road

Palo Alto, California 94304-1050

(650) 493-9300

 


 

CALCULATION OF FILING FEE

 


Transaction Valuation*   Amount of Filing Fee
$    3,150,391.94   $    370.81

 

* Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 365,684 shares of common stock of Trikon Technologies, Inc. will be exchanged pursuant to this offer. The transaction value was calculated based on the aggregate exercise prices of such options being exchanged in this offer. The amount of the filing fee equals $117.70 for each $1,000,000 of the value of the transaction and was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Advisory #3 for Fiscal Year 2006 issued by the Securities and Exchange Commission.

 

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid:   370.81
Form or Registration No.:   SC TO-I
Filing party:   TRIKON TECHNOLOGIES, INC.
Date filed:   October 28, 2005

 

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

  ¨ third party tender offer subject to Rule 14d-1.

 

  x issuer tender offer subject to Rule 13e-4.

 

  ¨ going-private transaction subject to Rule 13e-3.

 

  ¨ amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

 



Explanatory Note

 

This Amendment No. 1 to Tender Offer Statement on Schedule TO amends the statement originally filed by Trikon Technologies, Inc. with the Commission on October 28, 2005 (the “Original Statement”). On October 31, 2005, the Commission declared effective New Athletics, Inc.’s registration statement on Form S-4, which was referred to in Item 12 of the Original Statement, and a Rule 424(b)(3) prospectus was filed by New Athletics, Inc. on November 1, 2005. As such, Trikon, hereby amends the previous reference to Amendment No. 4 to New Athletics, Inc.’s registration statement on Form S-4, filed with the Commission on October 27, 2005 to refer to New Athletics, Inc. 424(b)(3) prospectus.

 

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Item 12. Exhibits.

 

Exhibit

Number    


 

Description


(a)(1)(a)   Consent Solicitation Statement, dated October 27, 2005. (Previously filed with the Commission on October 28, 2005 and incorporated herein by reference.)
(a)(1)(b)   Consent Letter. (Previously filed with the Commission on October 28, 2005 and incorporated herein by reference.)
(a)(1)(c)   Withdrawal Form. (Previously filed with the Commission on October 28, 2005 and incorporated herein by reference.)
(a)(1)(d)   Prospectus of New Athletics, Inc. filed with the Commission on November 1, 2005 pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended, (File No. 333-126098) and incorporated herein by reference.
(d)(1)   Rules of Trikon Technologies, Inc. (United Kingdom Companies) Share Option Scheme, as amended May 24, 2000. (Previously filed with the Commission on October 28, 2005 and incorporated herein by reference.)

 

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(d)(2)   Trikon 1991 Stock Option Plan, as amended to date, incorporated by reference to Exhibit 99.1 to the registration statement on Form S-8 filed by Trikon Technologies, Inc. with the Commission on March 5, 1999.
(d)(3)   Agreement and Plan of Merger, dated as of March 14, 2005, by and among Trikon Technologies, Inc., Aviza Technology, Inc., New Athletics, Inc., Baseball Acquisition Corp. I and Baseball Acquisition Corp. II, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Trikon Technologies, Inc. with the Commission on March 15, 2005.

 

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SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

TRIKON TECHNOLOGIES, INC.

 

/s/    John Macneil


John Macneil

Chief Executive Officer

 

Date: November 4, 2005

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