0000899243-19-026202.txt : 20191029
0000899243-19-026202.hdr.sgml : 20191029
20191029210508
ACCESSION NUMBER: 0000899243-19-026202
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191025
FILED AS OF DATE: 20191029
DATE AS OF CHANGE: 20191029
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: da Silveira Elvino M
CENTRAL INDEX KEY: 0001564707
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36226
FILM NUMBER: 191177261
MAIL ADDRESS:
STREET 1: 16 JONSPIN ROAD
CITY: WILMINGTON
STATE: MA
ZIP: 01887
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: RUDOLPH TECHNOLOGIES INC
CENTRAL INDEX KEY: 0001094392
STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823]
IRS NUMBER: 223531208
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 16 JONSPIN ROAD
CITY: WILMINGTON
STATE: MA
ZIP: 01887
BUSINESS PHONE: 978-253-6200
MAIL ADDRESS:
STREET 1: 16 JONSPIN ROAD
CITY: WILMINGTON
STATE: MA
ZIP: 01887
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-10-25
1
0001094392
RUDOLPH TECHNOLOGIES INC
RTEC
0001564707
da Silveira Elvino M
C/O RUDOLPH TECHNOLOGIES INC.
16 JONSPIN ROAD
WILMINGTON
MA
01887
0
0
0
1
VP Business Development
Common Stock
2019-10-25
4
D
0
34710
D
0
D
Common Stock
2019-10-25
4
A
0
4917
0.00
A
4917
D
Common Stock
2019-10-25
4
D
0
4917
D
0
D
On October 25, 2019, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), Rudolph Technologies, Inc. ("Rudolph") and Nanometrics Incorporated ("Nanometrics") effected an all-stock merger of equals to combine their respective businesses in which a wholly-owned subsidiary of Nanometrics merged with and into Rudolph, with Rudolph surviving as a wholly-owned subsidiary of Nanometrics (the "Merger"). Pursuant to the Merger Agreement, upon completion of the Merger, Nanometrics changed its name to "Onto Innovation Inc." and each issued and outstanding share of Rudolph common stock was converted into the right to receive 0.8042 shares of Onto Innovation Inc. (formerly Nanometrics) ("Onto") common stock (the "Exchange Ratio").
Pursuant to the Merger Agreement, upon completion of the Merger, each outstanding and unvested restricted stock unit award and performance stock unit award held by the Reporting Person was assumed by Onto and converted into a restricted stock unit or a performance stock unit, as applicable, corresponding to shares of Onto common stock, subject to the Exchange Ratio.
Pursuant to the Merger Agreement, upon completion of the Merger, each outstanding and vested restricted stock unit award and performance stock unit award held by the Reporting Person, including any performance stock unit award that was treated as vested as of the effective time of the Merger (the "Effective Time") based on the target performance under such award, was issued as of immediately prior to the Effective Time and was treated as a share of Rudolph common stock issued and outstanding immediately prior to the Effective Time and was therefore converted into the right to receive Onto common stock, subject to the Exchange Ratio.
By:/s/ Robert A. Koch For: Elvino da Silveira
2019-10-29