UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AUGUST TECHNOLOGY CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
051064 10 5
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(CUSIP Number)
Stanley Piekos
4900 West 78th Street
Bloomington, Minnesota 55435
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 21, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 051064 10 5
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1. Name of Reporting Persons: Nanometrics Incorporated
I.R.S. Identification Nos. of above persons (entities only): No. 94-2276314
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2. Check the Appropriate Box if a Member of a Group (See Instructions)(a) [ ]
Not Applicable. (b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions): OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]
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6. Citizenship or Place of Organization:
California
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Number of Shares 7. Sole Voting Power: 0
Beneficially --------------------------------------------------------
Owned by Each 8. Shared Voting Power: 1,738,441(1)
Reporting Person --------------------------------------------------------
With 9. Sole Dispositive Power: 0
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10. Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,738,441(2)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11): 9.44%(3)
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14. Type of Reporting Person (See Instructions): CO
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(1) Beneficial ownership of the common stock referred to herein is being
reported hereunder solely because Nanometrics Incorporated (the "Reporting
Person") may be deemed to have beneficial ownership of such shares as a result
of the voting agreements and irrevocable proxies described in Item 6 hereof.
Neither the filing of this Statement on Schedule 13D nor any of its contents
shall be deemed to constitute an admission by Nanometrics Incorporated that it
is the beneficial owner of any of the common stock referred to herein for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or
for any other purpose, and such beneficial ownership is expressly disclaimed.
1,170,911 outstanding shares of August Technology Corporation common stock are
subject to voting agreements and irrevocable proxies entered into between
Nanometrics Incorporated and certain stockholders of August Technology
Corporation (discussed in Items 3 and 4 below), which number excludes 567,530
shares issuable upon exercise of outstanding options which are either vested or
will vest within 60 days of January 21, 2005. In the event that any such options
were exercised, the shares of common stock issuable upon the exercise of such
options would be subject to such voting agreements and irrevocable proxies also.
(2) See footnote 1 above.
(3) Based on the number of shares of Issuer common stock outstanding as of
January 20, 2005 (as represented by Issuer in the Merger Agreement discussed in
Item 3 hereof), the percent of common stock represented by the amount in Row 11
is approximately 9.44%. Such number includes 567,530 shares of Issuer common
stock subject to options that are currently exercisable or exercisable within
sixty days of January 21, 2005.
Item 1. Security and Issuer
The class of equity securities to which this Schedule 13D relates is
the common stock, of August Technology Corporation, a Minnesota corporation
("Issuer"). Issuer's principal executive officers are located at 4900 West 78th
Street, Bloomington, Minnesota 55435.
Item 2. Identity and Background
This Schedule 13D is being filed by Nanometrics Incorporated, a
California corporation ("Reporting Person"). The principal executive offices of
Reporting Person are located at 1550 Buckeye Drive, Milpitas, California 95035.
The principal business of Reporting Person is the design, manufacture, marketing
and support of thin film, critical dimension, surface defect inspection and
overlay metrology systems for the semiconductor, flat panel display and magnetic
recording head industries.
Set forth on Schedule A hereto is (i) the name of each of the executive
officers and directors of Reporting Person, (ii) the residence or business
address of each of the directors of Reporting Person, (iii) present principal
occupation or employment of each of the executive officers and directors of
Reporting Person, and the name, principal business and address of any
corporation or other organization in which such employment is conducted, in each
case as of the date hereof. The business address of the executive officers of
Reporting Person is the same as the address of Reporting Person's principal
executive office.
Neither Reporting Person nor, to the knowledge of Reporting Person, any
person named on Schedule A hereto (i) during the last five years, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) during the last five years, was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree, or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws.
To the knowledge of Reporting Person, except as set forth on Schedule A
hereto, each of the individuals set forth on Schedule A hereto is a citizen of
the United States.
Item 3. Source and Amount of Funds or Other Consideration
On January 21, 2005, Reporting Person, Major League Merger Corporation
("Merger Sub 1"), a wholly-owned subsidiary of Reporting Person and a Minnesota
corporation, Minor League Merger Corporation ("Merger Sub 2"), a wholly-owned
subsidiary of Reporting Person and a Delaware corporation, and Issuer, entered
into an Agreement and Plan of Merger and Reorganization (the "Merger
Agreement"). Pursuant to the terms and subject to the conditions set forth in
the Merger Agreement, Reporting Person will merge with and into Merger Sub 2
(the "Migratory Merger"), with Merger Sub 2 continuing as the surviving
corporation (following the Migratory Merger, Merger Sub 2 is referred to herein
as "Nanometrics Delaware"). Following the Migratory Merger, Merger Sub 1 will
merge with and into Issuer (the "Acquisition Merger", and together with the
Migratory Merger, the "Mergers"), with Issuer continuing as the surviving
corporation and becoming a wholly owned subsidiary of Nanometrics Delaware. At
that time, Nanometrics Delaware will be renamed August Nanometrics Inc.
In connection with the Migratory Merger, each share of Reporting Person
common stock that is outstanding at the effective time of the Migratory Merger
(the "Migratory Merger Effective Time") will be converted into one share of
common stock of Nanometrics Delaware. Each outstanding option to purchase
Reporting Person common stock will be converted at the into an option to acquire
Nanometrics Delaware common stock and will continue to have, and be subject to,
the same terms and conditions as are in effect immediately prior to the
Migratory Merger Effective Time.
In connection with the Acquisition Merger, each share of Issuer common
stock that is outstanding at the effective time of the Acquisition Merger (the
"Acquisition Merger Effective Time") will be converted into the right to receive
0.6401 shares of common stock of Nanometrics Delaware. Each outstanding option
to purchase Issuer common stock will be converted at the Acquisition Merger
Effective Time into an option to acquire Nanometrics Delaware common stock and
shall continue to have, and be subject to, the same terms and conditions as are
in effect immediately prior to the Acquisition Merger Effective Time. No
fractional shares of Nanometrics Delaware's common stock will be issued as a
result of the share exchange pursuant to the Acquisition Merger.
Concurrently with the execution of the Merger Agreement, and in
consideration thereof certain shareholders of Issuer entered into individual
agreements with Reporting Person whereby each such shareholder agreed to vote
all of the shares of the common stock of Issuer beneficially owned by such
shareholder in favor of the Acquisition Merger and the other transactions
contemplated by the Merger Agreement (the "Voting Agreements"), and to grant a
proxy to certain representatives of Reporting Person to enable Reporting Person
to direct the voting of all such shares in the foregoing manner. Reporting
Person did not pay additional consideration to any of the foregoing shareholders
to induce such shareholders to enter into such voting agreements or grant such
proxies.
Pursuant to the Voting Agreements, such Issuer shareholders have agreed
to vote (or cause to be voted) their shares of Issuer common stock (i) in favor
of the approval of the Merger Agreement and (ii) against approval of any
proposal made in opposition to the transactions contemplated by the Merger
Agreement, (iii) against any actions (other than those contemplated by the
Merger Agreement) for the merger, consolidation, sale or lease of assets,
reorganization, liquidation, change in the capitalization or corporate structure
of Issuer or any other action that would interfere with the actions contemplated
by the Merger Agreement; and (iv) in favor of waiving any notice that may have
been or may be required relating to any reorganization of Issuer. Such Issuer
shareholders cannot sell, transfer or otherwise dispose of the shares subject to
the Voting Agreement unless the transferee becomes a party to the Voting
Agreement. In addition, such shareholders cannot transfer the shares into a
voting trust or enter into an arrangement whereby the voting rights would be
transferred.
The Voting Agreements terminates on the earlier of (i) such date and
time as the Merger Agreement shall have been validly terminated in accordance
with its terms and conditions, or (ii) such date and time as the Merger shall
become effective in accordance with its terms and conditions.
References to, and descriptions of, the Merger Agreement, the
Acquisition Merger and the Voting Agreements set forth herein are qualified in
their entirety by reference to the copies of the Merger Agreement and the Voting
Agreements included as Exhibits 1 and 2, respectively, to this Schedule 13D,
each of which is incorporated herein by reference in its entirety where such
references appear.
Item 4: Purpose of Transaction
(a) - (b) As described in Item 3 above, this Schedule 13D relates to
the merger of Issuer and Reporting Person pursuant to the Merger Agreement. The
purpose of the Voting Agreements is to enable Reporting Person and Issuer to
consummate the transactions contemplated by the Merger Agreement.
(c) Not applicable.
(d) Upon the consummation of the Acquisition Merger, the board of
directors of August Nanometrics Inc. will be expanded to seven members,
consisting of three Issuer directors, three Reporting Person directors and one
mutually acceptable director. Upon consummation of the Acquisition Merger, the
initial officers of the surviving corporation will be the officers of Merger Sub
1 immediately prior to the effective time of the Merger, until his respective
successor is duly appointed. Reporting Person will appoint each of the directors
and officers of Merger Sub 1.
(e) Other than as a result of the Mergers described in Item 3 and Item
4 above, not applicable.
(f) Not applicable.
(g) Upon consummation of the Acquisition Merger, the articles of
incorporation of Merger Sub 1 will be the articles of incorporation of the
surviving corporation of the Acquisition Merger, until thereafter amended in
accordance with applicable law. Upon consummation of the Acquisition Merger, the
Bylaws of Merger Sub 1, will be the Bylaws of the surviving corporation of the
Acquisition Merger until thereafter amended in accordance with applicable law.
(h-i) Upon consummation of the Acquisition Merger, all Issuer common
stock will be deregistered under the Securities Exchange Act of 1934, as
amended, and delisted from the Nasdaq National Market.
(j) Other than described above, Reporting Person currently has no plan
or proposals which relate to, or may result in, any of the matters listed in
Items 4(a) - (j) of Schedule 13D, inclusive, although Reporting Person reserves
the right to develop such plans.
Item 5. Interest in Securities of Issuer
(a)-(b) As a result of the Voting Agreements, the aggregate number of
shares of Issuer common stock that Reporting Person may be deemed to
beneficially own is 1,738,441. Such number constitutes approximately 9.44% of
the outstanding Issuer common stock based on the 17,841,620 shares of Issuer
common stock outstanding as of January 20, 2005 (as represented by Issuer in the
Merger Agreement discussed in Item 3 above) and assuming the issuance of 567,530
shares of Issuer common stock subject to options that are currently exercisable
or exercisable within sixty days of January 21, 2005. Reporting Person also may
be deemed to have shared voting power with respect to the foregoing shares of
Issuer common stock with respect to those matters described above. However,
Reporting Person (a) is not entitled to any rights as a stockholder of Issuer as
to the foregoing shares of Issuer common stock, and (b) disclaims any beneficial
ownership of the shares of Issuer common stock which are covered by the Voting
Agreements.
Set forth on Schedule B hereto is the name of those stockholders of
Issuer that have entered into a Voting Agreement with Reporting Person, and to
the knowledge of Reporting Person, each of their respective present principal
occupation or employment, including the name, principal business and address of
any corporation or other organization in which such employment is conducted.
(c) To the knowledge of Reporting Person, no transactions in the class
of securities reported on this Statement have been effected during the past 60
days by the persons named in response to Item 5(a) and Item 2.
(d) To the knowledge of Reporting Person, no other person has the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the class of securities reported on this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of Issuer
Other than the Merger Agreement and the exhibits thereto, including the
Voting Agreements, to the knowledge of Reporting Person, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 of Schedule 13D and between such persons and any person
with respect to any securities of Issuer, including, but not limited to transfer
or voting of any of the class of securities reported on this Statement, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
1. Agreement and Plan of Merger and Reorganization by and among
Nanometrics Incorporated, Major League Merger Corporation, a
wholly-owned subsidiary of the Nanometrics Incorporated and a
Minnesota corporation, Minor League Merger Corporation, a
wholly-owned subsidiary of the Nanometrics Incorporated and a
Delaware corporation, and August Technology Corporation.
2. Form of Voting Agreement.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
January 28, 2005
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Date
/s/ Paul Nolan
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Signature
Paul Nolan, Chief Financial Officer of Nanometrics Incorporated
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Name/Title
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF NANOMETRICS INCORPORATED
The following table sets forth the name, business address and present
principal occupation or employment of each executive officer and director of
Reporting Person.
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Directors and Title of Present Business Address
Executive Officers Principal Occupation
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Vincent J. Coates Chairman of the Board, Nanometrics Incorporated
Secretary 1550 Buckeye Dr.
Milpitas, California
95035
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John D. Heaton President, Chief Nanometrics Incorporated
Executive Officer 1550 Buckeye Drive
and Director Milpitas, California
95035
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Paul B. Nolan Vice President and Nanometrics Incorporated
Chief Financial Officer 1550 Buckeye Drive
Milpitas, California
95035
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Roger Ingalls Jr. Vice President of Sales Nanometrics Incorporated
1550 Buckeye Drive
Milpitas, California
95035
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Edmond R. Ward Director; Chief Technical Unity Semiconductor
Officer, Unity 250 North Wolfe Road
Semiconductor and General Sunnyvale, California
Partner, Virtual Founders 94085
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William G. Oldham Director; faculty member, University of California,
University of Berkeley
California, Berkeley Berkeley, CA 94720
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Stephen J. Smith Director; professor, Stanford University
Stanford University School of Medicine
School of Medicine Department of Molecular
and Cellular Physiology
300 Pasteur Drive
Stanford, CA 94305
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J. Thomas Bentley Director Nanometrics Incorporated
1550 Buckeye Drive
Milpitas, California
95035
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Norman Coates Director Nanometrics Incorporated
1550 Buckeye Drive
Milpitas, California
95035
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SCHEDULE B
STOCKHOLDERS PARTY TO A VOTING AGREEMENT WITH NANOMETRICS INCORPORATED
The following table sets forth the name, business address and present
principal occupation or employment of each stockholder party to a Voting
Agreement with Nanometrics Incorporated and the aggregate number of shares of
August Technology Corporation Common Stock beneficially owned by each such
stockholder as of January 21, 2005.
Stockholder Party Title and Present Shares Beneficially Business
to Voting Agreement Principal Owned Address
Occupation
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Jeffrey L. O'Dell Chief Executive 1,103,936 (1) August Technology Corporation
Officer and Director 4900 West 78th Street,
Bloomington, Minnesota 55435
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Stanley D. Piekos Chief Financial 52,532 (2) August Technology Corporation
Officer 4900 West 78th Street,
Bloomington, Minnesota 55435
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David A. Klenk President and Chief 134,841 (3) August Technology Corporation
Operating Officer 4900 West 78th Street,
Bloomington, Minnesota 55435
--------------------------------------------------- ---------------------- -------------------------- -----------------------------
Scott A. Gabbard Chief Accounting 68,565 (4) August Technology Corporation
Officer and Vice 4900 West 78th Street,
President, Finance Bloomington, Minnesota 55435
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D. Mayson Brooks Vice President, 98,593 (5) August Technology Corporation
Global Sales and 4900 West 78th Street,
Field Operations Bloomington, Minnesota 55435
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Cory M. Watkins Chief Technical Officer 35,002 (6) August Technology Corporation
4900 West 78th Street,
Bloomington, Minnesota 55435
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James A. Bernards Director; President, 117,796 (7) Facilitation, Inc.
Facilitation, Inc. 7200 Metro Boulevard,
Edina, MN 55419
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Roger E. Gower Director; President, 43,796 (8) Micro Component
Chief Executive Technology, Inc.,
Officer and Chairman 2340 W. County Road C,
of Micro Component St. Paul, MN 55113
Technology, Inc.
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Michael W. Wright Director; Chief 51,026 (9) Entegris, Inc.
Operating Officer 3500 Lyman Blvd.
Officer of Entegris, Inc. Chaska, MN 55318
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Linda Hall Whitman Director; Chief Executive 32,354 (10) MinuteClinic, Inc.
Officer of MinuteClinic Inc. 333 Washington Ave.
N., Suite 5000
Minneapolis, MN 55401
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(1) Includes 1,090,686 outstanding shares of August Technology
Corporation Common Stock, and 13,250 shares of August Technology Corporation
Common Stock issuable upon the exercise of options to purchase August Technology
Corporation Common Stock which are exercisable within 60 days of January 21,
2005.
(2) Includes 0 outstanding shares of August Technology Corporation
Common Stock, and 52,532 shares of August Technology Corporation Common Stock
issuable upon the exercise of options to purchase August Technology Corporation
Common Stock which are exercisable within 60 days of January 21, 2005.
(3) Includes 2,250 outstanding shares of August Technology Corporation
Common Stock, and 132,591 shares of August Technology Corporation Common Stock
issuable upon the exercise of options to purchase August Technology Corporation
Common Stock which are exercisable within 60 days of January 21, 2005.
(4) Includes 0 outstanding shares of August Technology Corporation
Common Stock, and 68,565 shares of August Technology Corporation Common Stock
issuable upon the exercise of options to purchase August Technology Corporation
Common Stock which are exercisable within 60 days of January 21, 2005.
(5) Includes 2,887 outstanding shares of August Technology Corporation
Common Stock, and 95,706 shares of August Technology Corporation Common Stock
issuable upon the exercise of options to purchase August Technology Corporation
Common Stock which are exercisable within 60 days of January 21, 2005.
(6) Includes 0 outstanding shares of August Technology Corporation
Common Stock, and 35,002 shares of August Technology Corporation Common Stock
issuable upon the exercise of options to purchase August Technology Corporation
Common Stock which are exercisable within 60 days of January 21, 2005.
(7) Includes 75,088 outstanding shares of August Technology Corporation
Common Stock, and 42,708 shares of August Technology Corporation Common Stock
issuable upon the exercise of options to purchase August Technology Corporation
Common Stock which are exercisable within 60 days of January 21, 2005.
(8) Includes 0 outstanding shares of August Technology Corporation
Common Stock, and 43,796 shares of August Technology Corporation Common Stock
issuable upon the exercise of options to purchase August Technology Corporation
Common Stock which are exercisable within 60 days of January 21, 2005.
(9) Includes 0 outstanding shares of August Technology Corporation
Common Stock, and 51,026 shares of August Technology Corporation Common Stock
issuable upon the exercise of options to purchase August Technology Corporation
Common Stock which are exercisable within 60 days of January 21, 2005.
(10) Includes 0 outstanding shares of August Technology Corporation
Common Stock, and 32,354 shares of August Technology Corporation Common Stock
issuable upon the exercise of options to purchase August Technology Corporation
Common Stock which are exercisable within 60 days of January 21, 2005.