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): May 1420, 2009

AVIZA TECHNOLOGY, INC.

(Exact name of registrant as specified in charter)

Delaware

(State or other jurisdiction

of incorporation)

000-51642

(Commission

File Number)

20-1979646

(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):

[ ] 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 32.0104. ~~Notice~~ Triggering ofEvents ~~Delisting~~That Accelerate or ~~Failure~~Increase ~~to Satisfy~~ a ~~Continued~~Direct ~~Listing~~Financial ~~Rule~~Obligation or ~~Standard;~~an ~~Transfer~~Obligation ofunder ~~Listing~~an Off-Balance Sheet Arrangement.

On May 1420, 2009, weUnited ~~received~~Commercial aBank, ~~letter~~as ~~from~~agent ~~Nasdaq~~for ~~notifying~~the usLenders ~~that~~(defined webelow), provided doto ~~not~~us ~~comply with~~and ~~the~~our ~~obligation~~subsidiary, toAviza, ~~file~~Inc., ~~periodic~~a ~~reports~~notice ~~under~~of ~~Rule~~acceleration ~~5250~~and demand for payment (cthe “Acceleration Notice”) of the ~~Nasdaq Listing~~amounts ~~Rules. According~~due to ~~Nasdaq’s~~the ~~letter~~Lenders under that certain Loan and Security Agreement, wedated ~~will~~April be13, ~~provided~~2007, 60as amended ~~calendar~~by ~~days~~the toFirst ~~submit~~Amendment, adated ~~plan~~September to30, ~~regain~~2008, ~~compliance~~and the Second Amendment, dated October 1, 2008 (collectively, the “Loan and ifSecurity ~~Nasdaq~~Agreement”), ~~accepts~~by and among us, Aviza, Inc., United Commercial Bank as lender and agent, and the other ~~plan~~lenders party thereto (together with United Commercial Bank, wethe ~~may~~“Lenders”), bedue to ~~granted~~the anoccurrence ~~exception~~and continuation of upevents toof ~~180~~default ~~calendar~~under ~~days~~the ~~from~~Loan and Security Agreement. The Acceleration Notice notified us and Aviza, Inc. of the ~~filing’s~~acceleration ~~due~~of ~~date~~and demand for immediate payment of the entire amount of the funds we and Aviza, orInc. ~~until~~owe ~~November~~to 9the Lenders including all interest accrued and unpaid thereon and all other amounts payable under the Loan and Security Agreement. As of May 26, 2009, toour ~~regain~~outstanding ~~compliance~~balance under the Loan and Security Agreement was approximately $29.5 million.

On May 19, 2009, we issued a press release, attached hereto as Exhibit 99.1, with respect to our receipt of Nasdaq’s letter.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

99.1 Press Release dated May 19, 2009.

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.

	AVIZA TECHNOLOGY, INC.
Date: May 19, 2009	By:	/s/ Patrick C. O’Connor
Date: May 27, 2009	By:	/s/ Patrick C. O’Connor
		Patrick C. O’Connor Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit

Number

99.1 Press Release dated May 19, 2009.

Filing Compare · ATI LIQUIDATING, INC.