- UNITED STATES
- SECURITIES AND EXCHANGE COMMISSION
- WASHINGTON, D.C. 20549
|
(MARK ONE)
- [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- EXCHANGE ACT OF 1934
- For the quarterly period ended: March 31, 2005
OR
- [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- EXCHANGE ACT OF 1934
- For the transition period from to
- Commission File No. 000-27965
- RUDOLPH TECHNOLOGIES, INC.
- (Exact name of registrant as specified in its charter)
| DELAWARE | 22-3531208 |
| (State or Other Jurisdiction of | (I.R.S. Employer |
| Incorporation or Organization) | Identification Number) |
- One Rudolph Road,
- Flanders, New Jersey 07836
- (Address of principal executive offices, including zip code)
- (973) 691-1300
- (Registrant's telephone number, including area code)
- Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No [_]
- The number of outstanding shares of the Registrant's Common Stock on May 2, 2005 was 16,910,033.
TABLE OF CONTENTS
| Explanatory Note |
PART II OTHER INFORMATION
| Item 5. | Other Information |
| Item 6. | Exhibits |
| Signatures | |
| Form of Restricted Stock Agreement |
This Amendment No. 1 to this Quarterly Report on Form 10-Q/A is being filed in order to provide the information contained in Item 5, "Other Information." We are also including the Signature Page and Exhibits 31.1 and 31.2 and adding Exhibit 10.1.
PART II OTHER INFORMATION
As previously reported, on January 27, 2005, the board of directors (the "Board") of Rudolph Technologies, Inc. (the "Company"), upon the recommendation of the Compensation Committee of the Board, granted the following restricted stock awards (each such grant, an "Award") of shares of Company common stock, par value $0.001 per share (the "Restricted Shares"), under the Company's 1999 Stock Plan
| Name | Title | Number of Shares of Restricted Stock Granted |
| Paul McLaughlin | Chairman and Chief Executive Officer | 50,000 |
| Nathan Little | Executive Vice President | 20,500 |
| Robert Loiterman | Senior Vice President, Manufacturing & Engineering | 17,500 |
| Steven Roth | Senior Vice President, Finance and Administration & Chief Financial Officer | 14,500 |
| John Kurdock | Vice President of Manufacturing | 14,500 |
| Robert DiCrosta | Vice President of Global Customer Support | 6,000 |
| George Collins | Vice President and General Manager of the Key Accounts Business Unit | 4,000 |
| Robert Koch | Vice President & General Counsel | 4,000 |
| Ajay Khanna | Vice President of International Sales | 4,000 |
| Total | 134,000 |
Each of the above Awards will vest as to 20% of the total number of shares subject to such Award on each of the first five annual anniversary dates of the grant of the Award. Upon issuance, the Restricted Shares may not be transferred, alienated, pledged, encumbered or assigned (such transfer restrictions, the "Restrictions"). Notwithstanding the foregoing, all of the Restricted Shares vest and the Restrictions cease to apply in the event of a merger of the Company with or into another corporation, or the sale of substantially all of the assets of the Company, in connection with which the successor corporation does not assume the Award or substitute an equivalent right for the Award. Should the successor corporation assume the Award or substitute an equivalent right, then no such vesting shall apply and the Restrictions shall continue to apply. If the grantee ceases to serve as an employee of the Company, any Restricted Shares still subject to the Restrictions shall immediately be forfeited. The fair market value of the Restricted Shares on the date of grant was $16.83 per share. The foregoing summary of the terms of the Awards granted is qualified in its entirety by the full text of the form of Restricted Stock Agreement included as Exhibit 10.13 to this Amendment No. 1 to this Quarterly Report on Form 10-Q/A and incorporated herein by reference.
Exhibit No. Description
10.13 Form of Restricted Stock Award pursuant to the Rudolph Technologies, Inc. 1999 Stock Plan (filed with Rudolph Technologies,
Inc.'s Current Report on Form 8-K filed on June 21, 2005 and incorporated herein by reference).
31.1 Certification of Paul F. McLaughlin, Chief Executive Officer, pursuant to Securities Exchange
Act Rule 13a-14(a).
31.2 Certification of Steven R. Roth, Chief Financial Officer, pursuant to Securities Exchange Act
Rule 13a-14(a).
- 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, thereunto duly authorized.
Rudolph Technologies, Inc.
- Date: June 21, 2005 By: /s/ Paul F. McLaughlin
- Paul F. McLaughlin
- Chairman and Chief Executive Officer
- Date: June 21, 2005 By: /s/ Steven R. Roth
- Steven R. Roth
- Senior Vice President, Chief Financial Officer
- and Principal Accounting Officer
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT SECTION OF 2002
I, Paul F. McLaughlin, certify that:
- I have reviewed this quarterly report on Form 10-Q/A of Rudolph Technologies, Inc.;
- Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
- Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
- The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
- Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
- Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
- Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
- Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
- The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
- All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
- Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
- All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
Date: June 21, 2005
By: /s/ Paul F. McLaughlin Paul F. McLaughlin Chairman and Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT SECTION OF 2002
I, Steven R. Roth, certify that:
- I have reviewed this quarterly report on Form 10-Q/A of Rudolph Technologies, Inc.;
- Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
- Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
- The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
- Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
- Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
- Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
- Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
- The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
- All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
- Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
- All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
Date: June 21, 2005
By: /s/ Steven R. Roth Steven R. Roth Senior Vice President, Chief Financial Officer