As filed with the Securities and Exchange Commission on July 1, 2002
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 Registrant as specified in its charter)
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CALIFORNIA 94-2276314
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1550 Buckeye Drive
Milpitas, California 95035
(408) 435-9600
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
NANOMETRICS INCORPORATED
2000 EMPLOYEE STOCK OPTION PLAN
(Full title of the Plan)
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John D. Heaton
Chief Executive Officer
Nanometrics Incorporated
1550 Buckeye Drive
Milpitas, California 95035
(408) 435-9600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Aaron J. Alter
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed
Amount Offering Maximum
Title of Each Class of Securities to to be Price Aggregate Amount of
be Registered Registered Per Share Offering Price Registration Fee
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Common Stock, no par value
To be issued under the
Nanometrics Incorporated
2000 Employee Stock
Option Plan 1,200,000 shares $ 13.815 $16,578,000 $1,526
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(1) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rules 457(h) and (c) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee. The
computation is based upon $13.815, which represents the average of the high
and low price of the Common Stock of Nanometrics Incorporated as reported
on the Nasdaq National Market on June 24, 2002.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:
(a) The annual report of Registrant on Form 10-K for the fiscal year
ended December 31, 2001 filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
on March 21, 2002;
(b) The quarterly report of Registrant on Form 10-Q for the fiscal
quarter ended March 31, 2002 filed pursuant to Section 13 of the
Exchange Act on May 7, 2002;
(c) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A filed pursuant to
Section 12 of the Exchange Act on April 29, 1985; and
(d) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the filing
of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, 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 Amended
and Restated Articles of Incorporation and Article VI of the Company's Amended
and Restated 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.
The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this registration statement.
(See Exhibit Index below).
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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 of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 an initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange 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 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 Milpitas, State of California on July 1, 2002.
NANOMETRICS INCORPORATED
By: /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 individual whose
signature appears below constitutes and appoints John D. Heaton and Paul B.
Nolan and each of them, his or her true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him or her and in his
and her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. This power of attorney may be executed in
counterparts.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
------------------------------------------------- --------------------------------------- -------------
/s/ Vincent J. Coates Chairman of the Board of Directors
------------------------------------------------- and Secretary July 1, 2002
Vincent J. Coates
Chief Financial Officer and Vice
/s/ Paul B. Nolan President (Principal Accounting
------------------------------------------------- and Financial Officer) July 1, 2002
Paul B. Nolan
/s/ Nathaniel Brenner
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Nathaniel Brenner Director July 1, 2002
/s/ Papken S. Der Torossian
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Papken S. Der Torossian Director July 1, 2002
/s/ John D. Heaton President, Chief Executive Officer
------------------------------------------------- and Director (Principal Executive
John D. Heaton Officer) July 1, 2002
/s/ William G. Oldham
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William G. Oldham Director July 1, 2002
/s/ Edmond R. Ward
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Edmond R. Ward Director july 1, 2002
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INDEX TO EXHIBITS
Exhibit Number Exhibit Document Numbered Page
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4.1 Nanometrics Incorporated 2000 Employee Stock Option Plan, as amended May 2002.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as
to the legality of securities being registered (Counsel to the Registrant).
23.1 Independent Auditors' Consent.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on page II-3 of this registration statement)
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