8-K 1 a07-23751_18k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  September 10, 2007

AVIZA TECHNOLOGY, INC.

(Exact name of registrant as specified in charter)

Delaware

 

000-51642

 

20-1979646

(State or other jurisdiction of
incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer Identification
Number)

 

440 Kings Village Road, Scotts Valley, CA 95066

(Address of principal executive offices) (Zip Code)

831-438-2100

(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):

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

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

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

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

 




Item 1.02.              Termination of a Material Definitive Agreement.

On September 10, 2007, Morley Bros., LLC (“Morley”) delivered to the Company an Inspection Termination Notice, as defined in the Purchase Agreement and Joint and Mutual Escrow Instructions between the Company and Morley, dated as of July 9, 2007 (the “Purchase Agreement”), which notified the Company that Morley disapproved of the property materials and inspections and investigations of the property, as provided under the Purchase Agreement. This notice immediately terminated the Purchase Agreement as of such date.

The Purchase Agreement was with respect to the property located at 440 Kings Village Road, Scotts Valley, California that houses the Company’s headquarters and batch systems manufacturing facilities (the “Property”). The stated purchase price in the Purchase Agreement was sixteen million dollars ($16,000,000).

There were a number of conditions to Morley’s obligation to close the transactions contemplated by the Purchase Agreement, including: (i) Morley’s satisfaction during its ninety-day diligence period (“Diligence Period”) with its inspection of the Property, based on the condition of the Property and the feasibility of using the Property for residential development, including Morley’s ability to comply with applicable laws and regulations; (ii) Morley’s review and approval of the title to the Property and any existing surveys of the Property during the Diligence Period; (iii) Morley’s review and approval of property condition documents, permits, entitlements, related agreements, and contracts during the Diligence Period; and (iv) the commitment of the title company to issue the title policy. The closing of the transactions contemplated by the Purchase Agreement would have occurred, if at all, (i) eight (8) months following the date of execution of the Purchase Agreement or (ii) on such date as would have been otherwise mutually agreed to by the Company and Morley in writing.

The Company filed a copy of the Purchase Agreement as Exhibit 10.1 to its Current Report on Form 8-K filed with the Securities and Exchange Commission on July 13, 2007.

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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.

Date:       September 12, 2007

 

AVIZA TECHNOLOGY, INC.

 

 

 

 

 

By:

/s/ Patrick C. O’Connor

 

 

Patrick C. O’Connor

 

 

Executive Vice President and Chief Financial
Officer

 

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