As filed with the Securities and Exchange Commission on June __, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
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NANOMETRICS INCORPORATED
(Exact name of issuer as specified in its charter)
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CALIFORNIA 94-2276314
(State of Incorporation) (I.R.S. Employer Identification Number)
310 DeGuigne Drive
Sunnyvale, California 94086
(Address of principal executive offices)
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NANOMETRICS INCORPORATED EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
NANOMETRICS INCORPORATED 2000 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
NANOMETRICS INCORPORATED 2000 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
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John D. Heaton
Chief Executive Officer
Nanometrics Incorporated
310 DeGuigne Drive
Sunnyvale, California 94086
(408) 746-1600
(Name, address, including zip code and telephone number,
including area code, of agent for service)
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Copy to:
Barry Taylor, Esq.
Tracy Donsky, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
Title of Proposed
Securities Maximum Proposed Maximum
to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share offering Price Registration Fee
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Common Stock, no par value
To be issued under the Nanometrics Incorporated
Employee Stock Purchase Plan................ 150,000 $42.31(1) $ 5,394,525,00(1) $ 1,424.15
Common Stock, no par value
To be issued under the Nanometrics Incorporated
2000 Employee Stock Option Plan............. 1,250,000 $42.31(2) $52,887,500.00(2) $13,962.30
Common Stock, no par value
To be issued under the Nanometrics Incorporated
2000 Director Stock Option Plan............. 250,000 $42.31(2) $10,577,500.00(2) $ 2,792.46
Total............................................ 1,650,000 $42.31 $68,859,525.00 $18,178.91
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<FN>
(1) Estimated in accordance with Rule 457 solely for the purpose of calculating
the registration fee. In accordance with Rule 457 (h), the computation is
based on 85% of the average of the high and low sale prices for the Common
Stock of Nanometrics Incorporated reported by the Nasdaq National Market on
June 30, 2000, which was $42.31 (the "Market Price")
(2) Estimated in accordance with Rule 457 solely for the purpose of calculating
the registration fee. In accordance with Rule 457 (c) and (h), the
computation is based on 100% of the Market Price.
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</FN>
NANOMETRICS INCORPORATED
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed with the
Securities and Exchange Commission by Nanometrics Incorporated (the "Company" or
the "Registrant") are hereby incorporated by reference in this Registration
Statement:
(1) the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(2) the Company's quarterly report on Form 10-Q for the fiscal
quarter ended March 31, 2000;
(3) the Company's Current Reports on Form 8-K dated February
15, 2000; and
(4) the description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A, dated April 29, 1985,
filed pursuant to Section 12(g) of the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities
registered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. Article V of the Company's
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Restated Articles of Incorporation and Section 6.1 of Article VI of the
Company's Bylaws provide for indemnification of its directors, officers,
employees and other agents to the maximum extent permitted by the California
Corporations Code. In addition, the Company has entered into indemnification
agreements with its officers and directors.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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4.1 Nanometrics Incorporated Employee Stock Purchase Plan, as
amended through March 1998.
4.2 Nanometrics Incorporated 2000 Employee Stock Option Plan and
form of Stock Option Agreements.
4.3 Nanometrics Incorporated 2000 Director Stock Option Plan and
form of Stock Option Agreements.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. as to
legality of securities being registered.
23.1 Independent Auditors' Consent.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained
in Exhibit 5.1).
24.1 Power of Attorney (contained on signature page hereto).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
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(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunnyvale, State of California, on this 30th day of
June, 2000.
NANOMETRICS INCORPORATED
/s/ John D. Heaton
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John D. Heaton
Chief Executive Officer and
President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John D. Heaton and Paul B. Nolan,
and each of them acting individually, as his or her attorney-in-fact, each with
full power of substitution, for him or her in any and all capacities, to sign
any and all amendments to this Registration Statement on Form S-8, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-fact, or his or her substitutes, may do or cause to be
done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant in the capacities indicated below on this 30th day of June,
2000.
Signature Title
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/s/ Vincent J. Coates Chairman of the Board of Directors and Secretary
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Vincent J. Coates
/s/ Paul B. Nolan Chief Financial Officer and Vice President
- ------------------------------ (Principal Accounting and Financial Officer)
Paul B. Nolan
/s/ Nathaniel Brenner Director
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Nathaniel Brenner
/s/ Norman V. Coates Director
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Norman V. Coates
/s/ John D. Heaton President, Chief Executive Officer and Director
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John D. Heaton
/s/ Edmond R. Ward Director
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Edmond R. Ward
/s/ William G. Oldham Director
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William G. Oldham
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NANOMETRICS INCORPORATED
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Nanometrics Incorporated Employee Stock Purchase Plan, as
amended through March 1998.
4.2 Nanometrics Incorporated 2000 Employee Stock Option Plan and
form of Stock Option Agreements.
4.3 Nanometrics Incorporated 2000 Director Stock Option Plan and
form of Stock Option Agreements.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. as to
legality of securities being registered.
23.1 Independent Auditors' Consent.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained
in Exhibit 5.1).
24.1 Power of Attorney (contained on signature page hereto).