8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2005

RUDOLPH TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-27965	22-3531208
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Rudolph Road Flanders, New Jersey	07836
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 691-1300

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01    Entry into a Material Definitive Agreement.

On December 9, 2005, Rudolph Technologies, Inc., a Delaware corporation (“Rudolph”), issued a press release announcing that it had completed its review of August Technology Corporation’s (“August Technology”) restated financial results and amended filings with the Securities and Exchange Commission, and that Rudolph and August Technology were proceeding with the proposed merger on the same financial terms as originally planned. Rudolph also announced that it and August Technology agreed to enter into an amendment (the “Amendment”) to the Agreement and Plan of Merger, dated as of June 27, 2005, by and among Rudolph, August and NS Merger Sub, Inc., a wholly-owned subsidiary of Rudolph, to reflect a change in the composition of Rudolph’s board of directors after the close of the merger.

For additional information concerning the foregoing, a copy of the press release dated December 9, 2005 is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The Amendment is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1	Amendment No. 1 to Agreement and Plan of Merger, dated as of December 8, 2005, by and among Rudolph Technologies, Inc., NS Merger Sub, Inc. and August Technology Corporation.
99.1	Press Release dated December 9, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RUDOLPH TECHNOLOGIES, INC.
Date: December 9, 2005
	By:	/S/ STEVEN R. ROTH
	Name:	Steven R. Roth
	Title:	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
2.1	Amendment No. 1 to Agreement and Plan of Merger, dated as of December 8, 2005, by and among Rudolph Technologies, Inc., NS Merger Sub, Inc. and August Technology Corporation.
99.1	Press Release dated December 9, 2005

EX-2.1

EXHIBIT 2.1

EXECUTION COPY

AMENDMENT NO. 1 TO

AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 (this “Amendment”) to Agreement and Plan of Merger, dated as of June 27, 2005, by and among RUDOLPH TECHNOLOGIES, INC., a Delaware corporation, (“Parent”), NS MERGER SUB, INC., a Minnesota corporation (“Merger Sub”) and AUGUST TECHNOLOGY CORPORATION, a Minnesota corporation (the “Company”), (together with all exhibits, schedules and attachments thereto, the “Merger Agreement”), is made as of this 8^th day of December 2005, by and among Parent, Merger Sub and the Company.

RECITALS

WHEREAS, Parent, Merger Sub and the Company entered into the Merger Agreement as of June 27, 2005; and

WHEREAS, Parent, Merger Sub and the Company desire to amend certain provisions of the Merger Agreement, all as more fully set forth herein.

NOW, THEREFORE, in consideration of mutual covenants and agreements of the parties contained in this Amendment, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Section 1. Definitions. Capitalized terms used in but not defined in this Amendment shall have the meanings ascribed to such terms in the Merger Agreement.

Section 2. Amendment to Section 6.15(a). Section 6.15(a) of the Merger Agreement is hereby deleted in its entirety and replaced with the following:

“(a) As of the date of this Agreement, the Parent Board is composed of eight directors. The Parent Board will take all actions necessary so that effective as of the Effective Time (to the extent practicable), the Parent Board will be expanded to 10 members, seven of whom will be the then-existing members of the Parent Board (the “Existing Parent Directors”) and three of whom (each, a “Company Designated Director” and collectively, the “Company Designated Directors”) shall be Jeff L. O’Dell, Michael W. Wright and one additional individual (the “Additional Company Designated Director”) to be designated by the Company (subject to Rudolph’s approval, which approval shall not be unreasonably withheld) as soon as practicable, but in no event later than ninety (90) days after the Effective Time; provided, however, that if, as of the Effective

Time, the Company has not yet designated the Additional Company Designated Director subject to Rudolph’s approval as provided above, then the Parent Board shall consist of 10 members, two of whom shall be Messrs. O’Dell and Wright, and eight of whom shall be then-existing members of the Parent Board, one of whom Parent shall cause to resign upon the designation of the Additional Company Director (who may be designated by Messrs. O’Dell and Wright no later than ninety days after the Effective Time). At least two of the Company Designated Directors shall satisfy the relevant independence requirements of NASDAQ and the Sarbanes–Oxley Act. The Chairman of the Parent Board effective as of the Effective Time shall be Paul F. McLaughlin. Each of the Company Designated Directors shall be added to a class of directors of the Parent Board as follows: (i) the Additional Company Designated Director shall be added to Class II of the Parent Board and stand for reelection at Parent’s 2007 annual meeting of stockholders and (iii) Messrs. O’Dell and Wright shall be added to Class III of the Parent Board and stand for reelection at Parent’s 2008 annual meeting of stockholders.”

Section 3. Limited Amendment. Except as specifically provided in this Amendment, the Merger Agreement shall remain in full force and effect without any other amendments or modifications. Without limiting the generality of the foregoing, this Amendment shall not limit or otherwise relieve the parties of their respective obligations under the Merger Agreement or constitute a waiver of any rights of any of the parties.

Section 4. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the internal Laws of the State of Delaware, without regard to the conflict of Law provisions thereof.

Section 5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above.

RUDOLPH TECHNOLOGIES, INC.
By:	/S/ PAUL F. MCLAUGHLIN
	Name: Paul F. McLaughlin Title: Chairman and Chief Executive Officer
NS MERGER SUB, INC.
By:	/S/ PAUL F. MCLAUGHLIN
	Name: Paul F. McLaughlin Title: President
AUGUST TECHNOLOGY CORPORATION
By:	/S/ STANLEY D. PIEKOS
	Name: Stanley D. Piekos Title: Chief Financial Officer

EX-99.1

EXHIBIT 99.1

CONTACTS:

Steve R. Roth, CFO Rudolph Technologies, Inc. (973) 448-4302 sroth@rudolphtech.com Jana Clerico Rudolph Technologies, Inc. (973) 448-4316 jclerico@rudolphtech.com

Rudolph Technologies to Proceed

with August Technology Merger

Flanders, NJ – December 9, 2005 - Rudolph Technologies, Inc. (NASDAQ: RTEC) today announced that it had completed its review of August Technology Corporation’s (NASDAQ: AUGT) restated financial results and amended filings with the Securities and Exchange Commission, and Rudolph and August Technology were proceeding with the proposed merger on the same financial terms as originally planned. Rudolph expects to file an amendment to its registration statement for the transaction with the SEC within the next few days.

Rudolph and August Technology have agreed to amend the merger agreement between the companies to reflect a change in the composition of Rudolph’s board of directors after the close of the merger. Instead of a twelve member Board as originally contemplated, the board of directors will be reduced to ten, including seven members selected by Rudolph and three members selected by August Technology. All other terms and conditions of the original merger agreement remain unchanged.

About Rudolph Technologies, Inc.

Rudolph Technologies is a worldwide leader in the design, development, manufacture and support of high-performance process control metrology and defect inspection systems used by semiconductor device manufacturers. The Company’s products provide a full-fab solution through its families of proprietary systems, which are used throughout the device manufacturing process. Rudolph’s product development has successfully anticipated and addressed many emerging trends that are driving the semiconductor industry’s growth in order to enhance the competitiveness of its products in the marketplace. The Company’s success in creating complementary metrology and inspection applications through aggressive research and development is key to Rudolph’s strategy for continued technological and market leadership.

Safe Harbor

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify those so-called “forward-looking statements” by words such as “may,” “will,” “would,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of those words and other comparable words. Rudolph wishes to take advantage of the “safe harbor” provided for by the Private Securities Litigation Reform Act of 1995 and you are cautioned that actual events or results may differ materially from the expectations expressed in such forward-looking statements as a result of various factors, including risks and uncertainties, many of which are beyond the control of Rudolph. Factors that could cause actual results to differ materially from the expectations expressed in such forward-looking statements include, but are not limited to: (1) cyclicality of the semiconductor industry; (2) customer concentration; (3) introduction of new products by Rudolph’s competitors; (4) sole or limited sources of supply; (5) the merger agreement and the transactions contemplated thereby may not be approved by the companies’ shareholders; (6) conditions to the closing of the transaction may not be satisfied; (7) the businesses of Rudolph and August may not be integrated successfully, which may result in the combined company not operating as effectively and efficiently as expected or such integration may be more difficult, time-consuming or costly than expected; (8) expected combination benefits from the merger may not be fully realized or realized within the expected time frame; (9) revenues following the merger may be lower than expected; (10) costs, customer loss and business disruption, including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers, may be greater than expected following the consummation of the merger, or the effects of purchase accounting may be different from the companies’ expectations; (11) the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; (12) the businesses of the companies may suffer as a result of uncertainty surrounding the transaction; (13) the industry may be subject to future regulatory or legislative actions that could adversely affect the companies; (14) the impact of the slowdown in the overall economy; (15) uncertainty of the current global political environment; (16) the potential for terrorist attacks; (17) changes in customer demands for our existing and new products, the timing, cancellation or delay of customer orders and shipments; (18) the timing of revenue recognition of shipments; (19) changes in or an inability to execute our business strategy; (20) unanticipated manufacturing or supply problems and (21) changes in tax rules. Rudolph cannot guarantee future results, levels of activity, performance, or achievements. Additional factors that may affect the future results of Rudolph are set forth in its Form 10-K reports for the year ended December 31, 2004 and other filings with the Securities and Exchange Commission (“SEC”), which are available at http://www.sec.gov, the SEC’s website, and at the company’s websites, which is http://www.rudolphtech.com. These factors are updated from time to time through the filing of reports and registration statements with the SEC.

Additional Information and Where to Find It

In connection with the proposed business combination transaction between Rudolph Technologies, Inc. and August Technology Corporation, on August 10, 2005, Rudolph Technologies filed preliminary materials with the Securities and Exchange Commission, including a registration statement on Form S-4 that contains a preliminary joint proxy statement/prospectus. These materials are not yet final and will be amended. INVESTORS AND SECURITY HOLDERS OF RUDOLPH AND AUGUST TECHNOLOGY ARE URGED TO READ THE DEFINITIVE VERSION OF THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT RUDOLPH, AUGUST TECHNOLOGY AND THE BUSINESS COMBINATION TRANSACTION. The preliminary materials filed on August 10, 2005, the definitive version of these materials and other relevant materials (when they become available), and any other documents filed by Rudolph or August Technology with

the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Rudolph or August Technology, without charge, by calling The Proxy Advisory Group of Strategic Surveillance, LLC at (866) 657-8728 or (212) 850-8150. Investors and security holders are urged to read the joint proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the business combination transaction.

Rudolph, August Technology and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of August Technology and the stockholders of Rudolph, as the case may be, in connection with the business combination transaction. Information about those executive officers and directors of Rudolph and their ownership of Rudolph’s common stock is set forth in the proxy statement for Rudolph’s 2005 Annual Meeting of Stockholders, which was filed with the SEC on April 22, 2005. Information about the executive officers and directors of August Technology and their ownership of August Technology common stock is set forth in the proxy statement for August Technology’s 2005 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2005. Investors and security holders may obtain additional information regarding the direct and indirect interests of Rudolph, August Technology and their respective executive officers and directors in the business combination transaction by reading the joint proxy statement/prospectus regarding the business combination transaction when it becomes available.

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.