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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 2.37 | 02/15/2006 | D | 16,700 | (2) | 07/06/2006 | Common Stock | 16,700 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $ 10.44 | 02/15/2006 | D | 2,250 | (3) | 05/01/2007 | Common Stock | 2,250 | (3) | 0 | D | ||||
| Stock Option (right to buy) | $ 13.25 | 02/15/2006 | D | 3,000 | (4) | 08/04/2007 | Common Stock | 3,000 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $ 10.563 | 02/15/2006 | D | 3,000 | (5) | 12/15/2007 | Common Stock | 3,000 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $ 12.375 | 02/15/2006 | D | 16,044 | (6) | 08/28/2007 | Common Stock | 16,044 | (6) | 0 | D | ||||
| Stock Option (right to buy) | $ 12.375 | 02/15/2006 | D | 5,956 | (7) | 08/28/2007 | Common Stock | 5,956 | (7) | 0 | D | ||||
| Stock Option (right to buy) | $ 13.375 | 02/15/2006 | D | 2,000 | (8) | 01/05/2008 | Common Stock | 2,000 | (8) | 0 | D | ||||
| Stock Option (right to buy) | $ 10.5 | 02/15/2006 | D | 3,000 | (9) | 04/06/2008 | Common Stock | 3,000 | (9) | 0 | D | ||||
| Stock Option (right to buy) | $ 13.24 | 02/15/2006 | D | 5,000 | (10) | 07/12/2008 | Common Stock | 5,000 | (10) | 0 | D | ||||
| Stock Option (right to buy) | $ 13.24 | 02/15/2006 | D | 7,500 | (11) | 07/12/2008 | Common Stock | 7,500 | (11) | 0 | D | ||||
| Stock Option (right to buy) | $ 10.05 | 02/15/2006 | D | 4,500 | (12) | 12/07/2008 | Common Stock | 4,500 | (12) | 0 | D | ||||
| Stock Option (right to buy) | $ 14.24 | 02/15/2006 | D | 7,500 | (13) | 04/05/2009 | Common Stock | 7,500 | (13) | 0 | D | ||||
| Stock Option (right to buy) | $ 4.7 | 02/15/2006 | D | 7,000 | (14) | 07/18/2009 | Common Stock | 7,000 | (14) | 0 | D | ||||
| Stock Option (right to buy) | $ 4.75 | 02/15/2006 | D | 3,000 | (15) | 10/25/2009 | Common Stock | 3,000 | (15) | 0 | D | ||||
| Stock Option (right to buy) | $ 4.3 | 02/15/2006 | D | 12,000 | (16) | 12/19/2009 | Common Stock | 12,000 | (16) | 0 | D | ||||
| Stock Option (right to buy) | $ 18.45 | 02/15/2006 | D | 6,251 | (17) | 02/06/2014 | Common Stock | 6,251 | (17) | 0 | D | ||||
| Stock Option (right to buy) | $ 13.1 | 02/15/2006 | D | 1,924 | (18) | 04/30/2014 | Common Stock | 1,924 | (18) | 0 | D | ||||
| Stock Option (right to buy) | $ 10.36 | 02/15/2006 | D | 2,432 | (19) | 07/30/2014 | Common Stock | 2,432 | (19) | 0 | D | ||||
| Stock Option (right to buy) | $ 7.62 | 02/15/2006 | D | 1,749 | (20) | 10/22/2014 | Common Stock | 1,749 | (20) | 0 | D | ||||
| Stock Option (right to buy) | $ 10.38 | 02/15/2006 | D | 10,000 | (21) | 12/30/2014 | Common Stock | 10,000 | (21) | 0 | D | ||||
| Stock Option (right to buy) | $ 12.1 | 02/15/2006 | D | 2,526 | (22) | 03/07/2015 | Common Stock | 2,526 | (22) | 0 | D | ||||
| Stock Option (right to buy) | $ 12.74 | 02/15/2006 | D | 495 | (23) | 07/21/2015 | Common Stock | 495 | (23) | 0 | D | ||||
| Stock Option (right to buy) | $ 11.29 | 02/15/2006 | D | 17,727 | (24) | 01/25/2016 | Common Stock | 1,727 | (24) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BROOKS D MAYSON 4900 WEST 78TH STREET BLOOMINGTON, MN 55435 |
VP, Global Sales & Field Ops | |||
| /s/ Robert K. Ranum as Agent for D. Mayson Brooks pursuant to Power of Attorney previously filed | 02/16/2006 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The shares were disposed of pursuant to a merger agreement by and among the Issuer, Rudolph Technologies, Inc. ("Rudolph") and NS Merger Sub, Inc., a wholly-owned subsidiary of Rudolph (the "Merger"), in exchange for (i) up to 2,651 shares of Rudolph common stock have a market value of $17.92 per share on the effective date of the Merger, representing 0.7625 shares of Rudolph common stock per share of the Issuer's stock, or (ii) a cash payment of up to $27,835.50, representing $10.50 per share of the Issuer's stock, or (iii) a combination of shares and cash in amounts determined according to the election of the reporting person, if any, and the proration and allocation procedures set forth in the merger agreement; the determination of the allocation of shares and cash will be made on or about February 22, 2006. |
| (2) | The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 12,733 shares of Rudolph common stock for $3.11 per share. |
| (3) | The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 1,715 shares of Rudolph common stock for $13.70 per share. |
| (4) | The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 2,287 shares of Rudolph common stock for $17.38 per share. |
| (5) | The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 2,287 shares of Rudolph common stock for $13.86 per share. |
| (6) | The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 12,233 shares of Rudolph common stock for $16.23 per share. |
| (7) | The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 4,541 shares of Rudolph common stock for $16.23 per share. |
| (8) | The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 1,525 shares of Rudolph common stock for $17.55 per share. |
| (9) | The option, which provided for vesting in annual increments of 20% of the shares beginning April 6, 2002, was assumed by Rudolph in the Merger and replaced with a fully vested option to purchase 2,287 shares of Rudolph common stock for $13.78 per share. |
| (10) | The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 3,812 shares of Rudolph common stock for $17.37 per share. |
| (11) | The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 5,718 shares of Rudolph common stock for $17.37 per share. |
| (12) | The option, which provided for vesting in annual increments of 20% of the shares beginning December 7, 2002, was assumed by Rudolph in the Merger and replaced with a fully vested option to purchase 3,431 shares of Rudolph common stock for $13.19 per share |
| (13) | The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 5,718 shares of Rudolph common stock for $18.68 per share. |
| (14) | The option, which provided for vesting in annual increments of 20% of the shares beginning July 18, 2002, was assumed by Rudolph in the Merger and replaced with a fully vested option to purchase 5,337 shares of Rudolph common stock for $6.17 per share. |
| (15) | The option, which provided for vesting in annual increments of 20% of the shares beginning October 25, 2002, was assumed by Rudolph in the Merger and replaced with a fully vested option to purchase 2,287 shares of Rudolph common stock for $6.23 per share. |
| (16) | The option, which provided for vesting in annual increments of 25% of the shares beginning December 19, 2002, was assumed by Rudolph in the Merger and replaced with a fully vested option to purchase 9,150 shares of Rudolph common stock for $5.64 per share. |
| (17) | The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 4,766 shares of Rudolph common stock for $24.20 per share. |
| (18) | The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 1,467 shares of Rudolph common stock for $17.19 per share. |
| (19) | The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 1,854 shares of Rudolph common stock for $13.59 per share. |
| (20) | The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 1,333 shares of Rudolph common stock for $10.00 per share. |
| (21) | The option, which provided for vesting of 34% of the shares on December 30, 2004 and 33% on December 30, 2005 and 2006, was assumed by Rudolph in the Merger and replaced with an option to purchase 7,625 shares of Rudolph common stock for $13.62 per share with the same vesting terms. |
| (22) | The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 1,926 shares of Rudolph common stock for $15.87 per share. |
| (23) | The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 377 shares of Rudolph common stock for $16.71 per share. |
| (24) | The option, which provided for vesting in annual increments of 20% of the shares beginning January 25, 2006, was assumed by Rudolph in the Merger and replaced with an option to purchase 13,506 shares of Rudolph common stock for $14.81 per share with the same vesting terms. |