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  File
  No. 037946-0008

VIA EDGAR
AND FACSIMILE

Donald C. Hunt, Esq.

Attorney-Advisor

Office of Electronics and
Machinery

Division of Corporation
Finance

Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC  20549-6010

Re:                             New
Athletics, Inc.

Registration
Statement on Form S-4 Filed June 24, 2005

File No. 333-126098
(the “Registration Statement”)

Response
to the Staff’s Comment 9 to the Registration Statement

Dear Mr. Hunt:

On
behalf of New Athletics, Inc. (“New Athletics” or “Newco”) and in response
to the letter from Russell Mancuso, Branch Chief, dated September 16, 2005
(the “Comment Letter”) and addressed to Mr. Jerauld J. Cutini, Chief
Executive Officer of Newco, we are writing to respond to the Staff’s comment 9
contained in the Comment Letter, which reads as follows:

9.                                      Please provide us a legal
analysis as to whether New Athletics will be a successor issuer under Rule 12g-3.  We may have further comment on your response
to comment 20 at that time.

For the reasons discussed below, New Athletics
respectfully submits that it will not be required to comply with Section 404
of the Sarbanes-Oxley Act of 2002 (“Section 404”) until its fiscal year
ending in September 2007.  New
Athletics’ position is based on the following:

•                  Because Aviza is New Athletics’ predecessor
within the meaning of Rule 12b-2 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), New Athletics is Aviza’s successor, not
Trikon’s.

•                  New Athletics is making its initial public
offering of its common stock to Aviza’s stockholders pursuant to Rule 145
under the Securities Act of 1933, as amended (the “Securities Act”).  The merger of New Athletics’ wholly-owned
subsidiary with and

into Aviza prior to the merger of another wholly-owned
subsidiary of New Athletics with and into Trikon will result in New Athletics
becoming a non-accelerated filer within the meaning of Rule 12b-2.

•                  Because New Athletics is not Trikon’s
successor, and because New Athletics will be a public reporting company with
common stock that is registered pursuant to Section 12 of the Exchange Act
at the time that New Athletics acquires Trikon, Rule 12g-3 under the
Exchange Act does not apply to New Athletics’ acquisition of Trikon.

•                  Because Rule 12g-3 does not apply to New
Athletics’ acquisition of Trikon, New Athletics will not succeed to Trikon’s
status as an accelerated filer, and as a result, New Athletics will not be required
to comply with Section 404 until its fiscal year ending in September 2007.

Moreover, as discussed below, it would be anomalous
to require New Athletics to comply with Section 404 this year, especially
in light of the Commission’s action last week that defers application of Section 404
to new and smaller issuers like New Athletics until the issuer’s first fiscal
year ending on or after July 15, 2007.(1)

Background

Aviza is a privately held company that only
commenced operations in late 2003.  Aviza
had approximately $94 million of total assets at June 24, 2005 and
revenues of approximately $78 million and a net loss of approximately $20
million for its fiscal year ended September 24, 2004.  Trikon is a publicly held company that had
approximately $53 million of total assets at June 30, 2005 and revenues of
approximately $37 million and a net loss of approximately $14 million for its
fiscal year ended December 31, 2004.
Accordingly, based on their most recent balance sheets and their most
recently completed fiscal years, Aviza’s total assets are almost twice the size
of Trikon’s, Aviza generates more than twice as much revenue as Trikon and Aviza’s
net loss is approximately 43% larger than Trikon’s.

The merger transaction among New Athletics, Aviza
and Trikon (the “Transaction”) is a “butterfly” merger transaction that will be
effected through two separate mergers of two wholly- owned subsidiaries of New
Athletics with and into each of Aviza and Trikon, respectively.  In the first step of the Transaction, a
wholly owned subsidiary of New Athletics will be merged with and into Aviza,
and Aviza will become a subsidiary of New Athletics.  Aviza’s stockholders will receive newly
issued shares of New Athletics common stock in this first step of the
Transaction, the offering of which will be New Athletics’ initial public
offering pursuant to Rule 145 registered on Form S-4.(2) New
Athletics will become a public company subject to the reporting requirements of
the Exchange Act at the time its registration statement on Form S-4 is

(1)          Securities Exchange
Commission Press Release No. 2005-134 (Sept. 21, 2005).

(2)          As indicated to the
Preliminary Note to Rule 145:  “Rule 145
is designed to make available the protection provided by registration under the
Securities Act . . . to persons who are offered securities in a business
combination. . . .  Rule 145 embodies the
Commission’s determination that such transactions are subject to the registration
requirements of the [Securities] Act . . .
Securities issued in [such] transactions . . . may be registered on Form
S-4 . . . under the Act.”

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declared effective by the Commission.(3)  In the second step of the Transaction,
another wholly-owned subsidiary of New Athletics will be merged with and into
Trikon, and Trikon will become a subsidiary of New Athletics.  Trikon’s stockholders will also receive newly
issued shares of New Athletics common stock in this second step of the
Transaction, the offering of which will also be registered on New Athletics’
registration statement on Form S-4 pursuant to Rule 145.  Following the Transaction, Aviza’s
stockholders will hold approximately 58% of New Athletics’ outstanding common
stock, and VantagePoint Venture Partners, Aviza’s majority stockholder (“VPVP”),
will hold more than 50% of New Athletics’ outstanding common stock.  Trikon’s stockholders will hold approximately
42% of New Athletics’ outstanding common stock.
Under applicable Delaware case law, there will be no change in control
of Aviza as a result of the Transaction.

Aviza Is New Athletics’ Predecessor

Rule 12b-2 defines the term “predecessor” as “a
person the major portion of the business and assets of which another person
acquired.” Aviza is New Athletics’ predecessor because the major portion of the
business and assets that New Athletics is acquiring in the Transaction belong
to Aviza.  As noted above, based on their
most recent balance sheets and their most recently completed fiscal years,
Aviza’s total assets are almost twice the size of Trikon’s, Aviza generates
more than twice as much revenue as Trikon and Aviza’s net loss is approximately
43% larger than Trikon’s.  In addition,
following the completion of the Transaction, Aviza’s stockholders will hold
approximately 58% of New Athletics’ outstanding common stock, and VPVP will
hold more than 50% of New Athletics’ outstanding common stock.  Under applicable Delaware case law, there
will be no change in control of Aviza as a result of the Transaction because
VPVP will hold more than 50% of New Athletics’ common stock following the
completion of the Transaction.

New Athletics Will Be a Non-Accelerated Filer upon the Merger of Its
Wholly-Owned Subsidiary with and into Aviza

Rule 12b-2 defines the term “accelerated filer”
as an issuer after it first meets the following conditions as of the end of its
fiscal year:

•                  The aggregate market value of the voting and
non-voting common equity held by non-affiliates of the issuer is $75 million or
more;

(3)          Because New Athletics’
common stock is not succeeding to the Exchange Act-registered status of
Trikon’s common stock, New Athletics is required to register its common stock
pursuant to Section 12(g) of the Exchange Act by filing a registration
statement on Form 8-A, which will become effective upon the effectiveness of
its registration statement on Form S-4.
See General Instruction A(d)(2) to Form 8-A.  If New Athletics’ common stock were
succeeding to the Exchange Act-registered status of Trikon’s common stock, New
Athletics’ common stock would be deemed to be registered under Section 12 by
operation of law, and New Athletics would not need to file an Exchange Act
registration statement on Form 8-A or any other form, but would rather be
required to file a Form 8-K with respect to the succession transaction using
Trikon’s file number.  See Manual of
Publicly Available Telephone Interpretations, First Supplement, 4S (SEC
Division of Corporation Finance, May 1999).

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•                  The issuer has been subject to the
requirements of Section 13(a) or 15(d) of the Exchange Act for a
period of at least twelve calendar months;

•                  The issuer has filed at least one annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act; and

•                  The issuer is not eligible to use Forms 10-KSB
and 10-QSB for its annual and quarterly reports.

As noted above, in the first step of the
Transaction, a wholly owned subsidiary of New Athletics will be merged with and
into Aviza, and Aviza will become a subsidiary of New Athletics.  Aviza’s stockholders will receive newly
issued shares of New Athletics common stock in this first step of the
Transaction, the offering of which will be New Athletics’ initial public
offering pursuant to Rule 145, and New Athletics will become a public
company subject to the reporting requirements of the Exchange Act at the time
its registration statement on Form S-4 is declared effective by the
Commission.  Because New Athletics’
predecessor, Aviza, has never been subject to the reporting requirements of the
Exchange Act, and because New Athletics has never been subject to the reporting
requirements of the Exchange Act and will not become subject to the reporting requirements
of the Exchange Act until the time its registration statement on Form S-4
is declared effective by the Commission, New Athletics will not be an
accelerated filer within the meaning of Rule 12b-2.

Rule 12g-3 Does Not Apply to New Athletics’ Acquisition of Trikon

Rule 12g-3 was initially adopted by the
Commission in 1971 to provide that “where an issuer with no equity securities
registered under Section 12(g) of the [Exchange] Act issues equity
securities to holders of equity securities of a predecessor that have been so
registered, and there are at least 300 holders of the class so issued, the
class shall be considered registered under that section.”(4) When Rule 12g-3
was amended in 1997, the Commission again noted that under Rule 12g-3, “successor
issuers automatically inherit the Exchange Act reporting obligations of their
predecessors,” and that “the equity securities of a non-reporting issuer that
succeeds to an issuer with equity securities registered under Section 12
are automatically deemed to be registered under Section 12.” (5)

•                  Because Aviza is New Athletics’ Predecessor,
New Athletics is not Trikon’s Successor

As discussed above, Aviza is New Athletics’
predecessor within the meaning of Rule 12b-2 because the major portion of
the business and assets that New Athletics is acquiring in the Transaction
belong to Aviza.  Because Aviza is New
Athletics’ predecessor, New Athletics is Aviza’s successor, not Trikon’s.

(4)          Securities Exchange Act
Release No. 34-9072 (Feb. 10, 1971).

(5)          Securities Exchange Act
Release No. 34-38850 (Jul. 24, 1997).

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•                  New Athletics’ Common Stock will Already Be
Registered Under Section 12(g)—and New Athletics Will Already Be a
Reporting Issuer—When New Athletics Issues its Common Stock to Trikon’s
Stockholders

New Athletics will register its common stock
pursuant to Section 12(g) of the Exchange Act by filing a
registration statement on Form 8-A, which will become effective at the
time its registration statement on Form S-4 is declared effective by the
Commission.  Thus, New Athletics’ common
stock will already be registered under Section 12(g)—and New Athletics
will be a public company subject to the reporting requirements of the Exchange
Act—when New Athletics issues shares of its common stock to Trikon’s
stockholders in the second step of the Transaction.

Because New Athletics is not Trikon’s successor, and
because New Athletics will be a public reporting company with common stock that
is registered pursuant to Section 12 of the Exchange Act at the time that
New Athletics acquires Trikon, Rule 12g-3 does not apply to New Athletics’
acquisition of Trikon.

New Athletics’ Compliance with Section 404

Because New Athletics is not the successor to
Trikon, Rule 12g-3 does not apply to New Athletics’ acquisition of Trikon
and New Athletics will not be an accelerated filer within the meaning of Rule 12b-2.  As a result, New Athletics should not be
required to comply with Section 404 until its fiscal year ending in September 2007.(6)

New Athletics respectfully submits that it would be
anomalous to impose accelerated filer status on New Athletics.  The Transaction is not the type transaction—the
acquisition of a public company by a shell company that deprived the public
company’s stockholders of the benefits of Exchange Act registration—that Rule 12g-3
was intended to prevent.  Rather, New
Athletics is registering its common stock pursuant to Section 12(g) of
the Exchange Act in connection with the Transaction, and thus New Athletics’
stockholders—including all of Trikon’s former stockholders—will receive the
benefits of Exchange Act registration of New Athletics’ common stock as a
result of the Transaction.  Moreover, the
Commission recently decided to provide more time for new and smaller issuers to
comply with Section 404.
Application of Rule 12g-3 to New Athletics’ acquisition of Trikon
would make New Athletics succeed to Trikon’s status as an accelerated filer(7) immediately
following the Transaction, despite the fact that its predecessor, Aviza, has never
been subject to any of the reporting requirements of the Exchange Act, much
less Section 404.  New Athletics
would therefore be deprived of adequate time to prepare for and meet the
disclosure requirements of Section 404, a burden that is not imposed on
other companies just completing their initial public offerings.

(6)          Securities Exchange
Commission Press Release No. 2005-134 (Sept. 21, 2005).

(7)          Trikon is an accelerated
filer solely by virtue of the operation of paragraph (2) of the definition of
“accelerated filer” in Rule

12b-2.  Trikon is not an “accelerated
filer” as defined in paragraph (1) of the definition of “accelerated filer” in
Rule 12b-2.

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Please
contact John Huber at (202) 637-2242 or the undersigned at (415) 395-8277 at your
earliest convenience to discuss the contents of this letter.

  Very truly
  yours,

  /s/ Andrew S.
  Williamson

  Andrew S.
  Williamson

  of
  LATHAM & WATKINS LLP

cc:                                 Jerauld
J. Cutini, Aviza Technology, Inc.

John Macneil, Trikon Technologies, Inc.

John J. Huber, Latham & Watkins LLP

Christopher L. Kaufman, Latham & Watkins LLP

Steven V. Bernard, Wilson Sonsini Goodrich &
Rosati, Professional Corporation

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