UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 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): January 27, 2009
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, P.O. Box
1000, Flanders, NJ 07836
|
(Address of principal executive offices)
(Zip code) |
Registrant's telephone number, including area code:
(973) 691-1300
Not applicable
( 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):
[ ]
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 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On January 27, 2009, the Board of Directors
of Rudolph Technologies Inc., (the "Company") approved an amendment to
Section 2.10 of the Company's Amended and Restated Bylaws (the "Bylaws") effective
immediately. Section 2.10 of the Bylaws, as amended, provides for
election of directors by a majority of the votes cast for each director in
uncontested elections. Previously, directors were elected by plurality
of the vote.
The foregoing summary of the amendment to
the Bylaws is qualified in its entirely by reference to the text of the
New Section 2.10 to the Company's Bylaws, as amended and restated on January 27, 2009, a copy of
which is attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
Item 9.01 Financials Statements and Exhibits.
(d) Exhibits
|
|
Description |
3.1 |
|
Text of new Section 2.10 to the Company's Amended and Restated Bylaws as
included in the Amended and Restated Bylaws by amendment dated January
27, 2009. |
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 thereunto duly authorized.
Rudolph Technologies,
Inc.
Date:
Februry 2, 2009 |
By: /s/ Paul F. McLaughlin
|
|
Paul F.
McLaughlin
Chairman and Chief
Executive Officer |