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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FEETv/zyDnv31OomyB2cWHZeFYl7tX0uZc9en7E0tmROkF6cI+mD1kvFL5v/BxqX uUmQicBmVOLUA1EIVndtAA== 0000950124-04-002066.txt : 20040506 0000950124-04-002066.hdr.sgml : 20040506 20040505211902 ACCESSION NUMBER: 0000950124-04-002066 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20040506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCENT OPTICAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0001283902 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-113829 FILM NUMBER: 04783149 BUSINESS ADDRESS: STREET 1: 131 NW HAWTHORNE AVE STREET 2: SUITE 207 CITY: BEND STATE: OR ZIP: 97701 BUSINESS PHONE: 5413222500 S-1/A 1 v97043a1sv1za.htm AMENDMENT NO. 1 TO FORM S-1 sv1za

As filed with the Securities and Exchange Commission on May 5, 2004

Registration No. 333-113829

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Accent Optical Technologies, Inc.

(Exact name of Registrant as specified in its charter)


Delaware	3823	22-3719377
(State of other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

131 NW Hawthorne Avenue, Suite 207

Bend, Oregon 97701

(541) 322-2500

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Bruce C. Rhine

President, Chief Executive Officer and Chairman

Accent Optical Technologies, Inc.

131 NW Hawthorne Avenue, Suite 207

Bend, Oregon 97701

(541) 322-2500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Roy W. Tucker Neil M. Nathanson Perkins Coie LLP 1120 N.W. Couch, Tenth Floor Portland, Oregon 97209 (503) 727-2000		Patrick J. Schultheis Mark J. Handfelt Wilson Sonsini Goodrich & Rosati Professional Corporation 701 Fifth Avenue, Suite 5100 Seattle, Washington 98104 (206) 883-2699

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: o

CALCULATION OF REGISTRATION FEE






		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount to be	Offering Price	Aggregate Offering	Registration
Securities to be Registered	Registered(1)	Per Share(2)	Price(2)	Fee


Common Stock, par value $0.00001 per share	4,255,000	$16.00	$68,080,000	$1,024(3)

(1) Includes 555,000 shares that may be purchased by the underwriters to cover over-allotments, if any.

(2) Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended, solely for the purpose of computing the amount of the registration fee.

(3) Represents an incremental registration fee. Accent previously paid a registration of $7,602 on an estimated maximum aggregate offering price of $60,000,000 pursuant to Rule 457(o) under the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated , 2004

PROSPECTUS

3,700,000 Shares

(ACCENT LOGO)

Accent Optical Technologies, Inc.

Common Stock

This is Accent Optical Technologies, Inc.’s initial public offering of its common stock. We are offering 2,500,000 shares and the selling stockholders are offering 1,200,000 shares. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.

We expect the public offering price to be between $14.00 and $16.00 per share. Currently, no public market exists for the shares. After pricing of this offering, we expect the shares will be quoted on the Nasdaq National Market under the symbol “AXNT.”

Investing in our common stock involves risks that are described in our “Risk Factors” section beginning on page 7 of this prospectus.


	Per Share		Total

Public offering price		$		$
Underwriting discount		$		$
Proceeds, before expenses, to Accent Optical Technologies		$		$
Proceeds, before expenses, to selling stockholders		$		$

The underwriters may also purchase up to an additional 277,500 shares from us, and up to an additional 277,500 shares from one of the selling stockholders, at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover overallotments.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares will be ready for delivery on or about , 2004.

Merrill Lynch & Co.

UBS Investment Bank

Piper Jaffray

Needham & Company, Inc.

Adams, Harkness & Hill, Inc.

The date of this prospectus is , 2004.

(ACCENT GRAPHIC)

TABLE OF CONTENTS


	Page

Prospectus Summary		1
Risk Factors		7
Use of Proceeds		21
Dividend Policy		21
Capitalization		22
Dilution		24
Selected Consolidated Financial Data		26
Management’s Discussion and Analysis of Financial Condition and Results of Operations		29
Business		45
Management		58
Related Party Transactions		65
Principal and Selling Stockholders		67
Description of Capital Stock		70
Shares Eligible for Future Sale		74
Material United States Federal Tax Considerations for Non-United States Holders		76
Underwriting		78
Legal Matters		81
Experts		81
Where You Can Find Additional Information		81
Index to Consolidated Financial Statements		F-1
EXHIBIT 4.1
EXHIBIT 4.2
EXHIBIT 4.3
EXHIBIT 4.4
EXHIBIT 21.1
EXHIBIT 23.2

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the selling stockholders and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

We have registered “Accent Optical Technologies” and “Accent” with our logo as trademarks in the United States. We also own the following trademarks used in this prospectus: Caliper, CDS200, DIVA, DL8000, ECV-Pro, HL5500, HL5580, Illumina, PLM100, PN4400, Q200, QS1200, QS2200, QS3300, QSFRS, RPM 2000, RPM Sigma, SiPHER, Stratus and Vektor. All other brand names, trademarks and trade names appearing in this prospectus are the property of their respective holders.

Our fiscal year runs concurrent with the calendar year.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including our financial statements and the risks of investing in our common stock discussed under “Risk Factors” before making an investment decision. References to “Accent Optical Technologies,” the “Company,” “we,” “us” and “our” refer to Accent Optical Technologies, Inc. and not the underwriters or selling stockholders.

Accent Optical Technologies, Inc.

We design, manufacture, sell and service a broad suite of process control and measurement, or metrology, systems used by semiconductor industry manufacturers. Our systems are used by both manufacturers of silicon wafers, the thin, circular slices of pure silicon on which semiconductor devices are formed, and manufacturers of compound and silicon semiconductor devices used for the advanced computing, communications and consumer electronics markets. Our systems measure optical, electrical and material properties, including the structural composition of compound and silicon semiconductor devices, the amount of impurities or contaminants in semiconductor devices, electron mobility and the wavelength and intensity of light from light-emitting diodes, or LEDs, and solid-state lasers. Our systems also measure the degree of alignment and dimensions of semiconductor device features. Customers use our process control and metrology systems to lower their costs by enhancing their manufacturing efficiency and increasing their production yields, and to improve their product performance and quality. We sell our systems globally to leading semiconductor device and wafer manufacturers, including IBM, Samsung, Intel, Toshiba, Shin-Etsu Handotai, Komatsu Silicon, Nichia, Sony, DongbuAnam Semiconductor, Matsushita Chemical, Semiconductor Manufacturing International Corp., Texas Instruments and STMicroelectronics.

Our business is principally comprised of the former Semiconductor Measurements Division of Bio-Rad Laboratories, or Bio-Rad SMD, which we acquired in July 2000. For two decades, this division produced innovative process control and metrology systems for the semiconductor manufacturing industry. To further our business objectives, we have acquired three businesses since July 2000. Amecon, acquired in 2001, provided us with certain technologies which we have not yet commercialized. GaAsCode, acquired in 2001, provided us with our DIVA product line. In 2002, we purchased a portion of the Waterloo, Canada business of Philips Electronics, which provided us with our PLM 100 product and our Vektor product lines.

Our revenues declined and our operating loss increased significantly from 2001 to 2002, primarily as a result of a cyclical industry downturn. Our revenues were $70.0 million, $38.2 million and $37.6 million in 2001, 2002 and 2003, respectively. Our net losses were $4.4 million, $9.3 million and $7.0 million during the same periods, respectively. Our revenues and net loss for the first quarter of 2004 were $10.8 million and $785,000, respectively.

Our Industry

The increasing complexity of these semiconductor devices creates numerous manufacturing challenges associated with smaller device geometries, additional device layers, larger silicon wafers and larger die sizes. Improvements to the traditional semiconductor manufacturing process are limited in their ability to achieve the higher speed, lower power and enhanced functionality required for some applications.

As a result, semiconductor device manufacturers are using advanced materials such as compound semiconductors or are modifying the lattice, or basic crystal structure, of pure silicon using technologies such as strained silicon and silicon on insulator to enhance device performance and functionality. Devices using advanced materials or modified lattices introduce numerous additional design and manufacturing challenges due to differences in the size, spacing and shape of the atoms between the various layers.

As a result of these manufacturing challenges, semiconductor device manufacturers are investing in process control and metrology systems that improve their yield and throughput by detecting process variations sooner and facilitating rapid diagnosis and corrective actions. According to Gartner, the process control and metrology systems market is expected to grow from $2.4 billion in 2003 to $4.6 billion in 2005. (Year-End 2003 Semiconductor Manufacturing Market Wafer Fab Equipment, February 9, 2004.)

Our Solutions

We provide a broad suite of process control and metrology systems to semiconductor device and wafer manufacturers that enable them to improve their manufacturing efficiency and increase their production yields.

Lattice Engineering Metrology Solutions

Semiconductor device and wafer manufacturers use advanced materials such as compound semiconductors or modify the lattice, or basic crystal structure, of pure silicon in order to achieve higher device performance characteristics. We call such efforts lattice engineering. Our lattice engineering metrology solutions offer the following benefits:

• Accurate Measurement of Silicon Dopants — Dopants are elements, such as boron and phosphorus, that must be precisely inserted into the silicon lattice to achieve desired device characteristics. Our fourier transform infrared spectrometers, or FTIRs, enable silicon semiconductor device and wafer manufacturers to measure the amount of dopants in the silicon lattice and the thickness of differently-doped silicon layers used to form transistors.

• Highly Sensitive, Automated Defect Mapping — Our SiPHER system uses photoluminescence, or PL, technology that analyzes the wavelength of light emitted from the silicon wafer surface to provide real-time, automated wafer mapping of electrically active defects and contamination in the lattice with sub-micron resolution.

• Improved Process Control — Our series of other photoluminescence mapping systems enable manufacturers of compound semiconductors used for HBLEDs, laser diodes, photodetectors and power amplifiers to improve their manufacturing efficiency by detecting process variations sooner and facilitating rapid diagnosis and corrective actions.

• Accurate Characterization of Lattice Properties — Our Vektor product line accurately measures lattice strain, crystal structure, composition, alignment, defects and layer thickness.

Photolithography Process Control and Metrology Solutions

Semiconductor manufacturers create circuit patterns on the wafer by applying a light-sensitive film, called photoresist, to the wafer. The photoresist is selectively exposed, through a mask, to intense light. The wafer is then “developed” when the exposed photoresist is removed leaving the desired circuit patterns. This process is called photolithography. Our photolithography process control and metrology solutions are used by silicon semiconductor device manufacturers to analyze device dimensions and alignment at critical steps in the manufacturing process in order to identify, diagnose and minimize fabrication process variations. Our photolithography process control and metrology solutions offer the following benefits:


	•	Greater Precision — Our overlay systems are capable of measuring vertical alignment of layers for device structures smaller than 100 nanometers. Our critical dimension, or CD, systems

enable greater precision for some applications as compared to competing solutions that rely upon scanning electron beam microscopes.

• Enhanced Device Characterization — By using test patterns inserted in the dead space between the die on a wafer, our CD systems provide critical length and width measurements and, for certain applications, critical depth measurements, of device structures.

• Greater Reliability — We offer Linux-based CD and overlay systems, which we believe result in greater reliability and uptime compared to competing systems based on other operating systems. In addition, our CD systems operate at atmospheric conditions, resulting in greater reliability and uptime than competing solutions that operate under vacuum conditions.

• Advanced Yield Analysis Software — Our proprietary software collects and analyzes metrology data and generates actionable information that can help identify defect patterns caused by underlying process problems. This information helps semiconductor device and wafer manufacturers eliminate unnecessary wafer rework and develop long-term yield improvement strategies.

Our Strategy

Our objectives are to become the leading provider of a broad suite of process control and metrology systems for the lattice engineering metrology market and to enhance our competitive position in the photolithography process control and metrology market. In order to accomplish these objectives, our strategy is to:

• Expand and Enhance Our Product Offerings Through Internal Development — We intend to continue to actively expand our technology and intellectual property portfolio by investing in research and development and pursuing new applications for our core technologies.

• Grow Our Business Through Acquisitions and Licenses — We intend to acquire and license complementary product lines or technologies that enhance our family of systems or provide opportunities for future growth.

• Strengthen Our Relationships with Customers and Industry Consortia — All levels of our company will continue to focus on building close relationships with customers, industry consortia and research centers. These relationships provide insight into industry trends that enable us to develop new products with broad market appeal.

• Improve Our Manufacturing Efficiencies — We intend to continue to lower our fixed cost structure and improve our ability to manage costs by selectively outsourcing the production of components and sub-assemblies.

• Provide Focused Distribution Channels — Our direct sales personnel work closely with our technologists, who possess an in-depth understanding of the specific challenges faced by semiconductor device and wafer manufacturers for lattice engineering metrology and photolithography process control and metrology applications. By integrating our sales and technology teams, we believe we are better able to serve our customers and pursue new opportunities.

Corporate Information

We were incorporated in Delaware on April 6, 2000. Our principal executive offices are located at 131 NW Hawthorne Avenue, Suite 207, Bend, Oregon 97701, and our telephone number is (541) 322-2500.

The Offering


Common stock offered by:


Accent Optical Technologies		2,500,000 shares



Selling stockholders		1,200,000 shares



Total		3,700,000 shares



Common stock to be outstanding after the offering		9,833,919 shares



Use of proceeds		We estimate that our net proceeds from this offering without exercise of the overallotment options, will be approximately $33.7 million. We intend to use approximately $16.5 million of our net proceeds to repay existing debt, and the remainder for working capital, capital expenditures and other general corporate purposes, including potential acquisitions. We will not receive any proceeds from the sale of shares by the selling stockholders.


Risk factors		See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.

Nasdaq National Market symbol		AXNT

The number of shares of common stock to be outstanding after this offering is based on the pro forma number of shares outstanding as of March 31, 2004 and reflects the conversion of all shares of our outstanding Series A preferred stock and convertible preferred stock plus accrued and unpaid dividends thereon into common stock. This number excludes:

• 366,901 shares issuable upon exercise of outstanding options issued under our 2000 stock incentive plan with a weighted-average exercise price of $3.50 per share,

• an aggregate of 391,990 shares reserved for future issuance under our 2000 and 2004 stock incentive plans and

• shares issuable upon conversion of dividends on our Series A preferred stock and convertible preferred stock that accrue subsequent to March 31, 2004.

In addition, the underwriters have 30-day options to purchase up to 277,500 additional shares from us and 277,500 additional shares from one of the selling stockholders to cover overallotments. Some of the disclosures in this prospectus would be different if the underwriters were to exercise their overallotment options. Except as otherwise indicated, the information in this prospectus reflects the following assumptions:

• an initial public offering price of $15.00 per share,

• the completion of a 1-for-23 reverse split of our common stock prior to consummation of this offering,

• all outstanding shares of our Series A preferred stock, plus accrued and unpaid dividends, convert into 1,015,438 shares of our common stock (assuming an initial public offering price of $15.00 per share) upon completion of this offering,

• all outstanding shares of our convertible preferred stock convert into 338,600 shares of our common stock, and accrued and unpaid dividends convert into an additional 288,799 shares of our common stock (assuming an initial public offering price of $15.00 per share), upon completion of this offering and

• the underwriters do not exercise their overallotment options to purchase additional shares in this offering.

Summary Consolidated Financial Data

The summary consolidated financial data set forth below should be read in conjunction with “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited financial statements and the notes to the audited and unaudited financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of results for any future period. The “Pro Forma” data in the table below reflects our capitalization as of March 31, 2004, with adjustments for the conversion of all outstanding shares of our Series A preferred stock, plus accrued and unpaid dividends as of March 31, 2004, into 1,015,438 shares of common stock, assuming an initial public offering price of $15.00 per share, all outstanding shares of our convertible preferred stock into 338,600 shares of common stock and all accrued and unpaid dividends on the convertible preferred stock as of March 31, 2004, into 288,799 shares of common stock, assuming an initial public offering price of $15.00 per share. The “Pro Forma As Adjusted” column in the table below reflects the application of the net proceeds from the sale by us of the shares of common stock in this offering at an assumed initial public offering price of $15.00 per share, after the deduction of the underwriting discount and estimated offering expenses, and the application of a portion of these net proceeds to repay certain of our debt obligations as set forth under “Use of Proceeds.”


				Period from
				April 6, 2000
				(date of												Three Months Ended
				inception) to			For the Years Ended December 31,									March 31,
				December 31,
				2000			2001			2002			2003			2003			2004


				(in thousands, except share and per share data)

																(unaudited)
Consolidated Statement of Operations Data:
Revenues
	Products				$31,822			$63,409			$30,402			$28,078			$8,728			$8,264
	Services				2,058			6,583			7,774			9,477			2,070			2,533

		Total revenues			33,880			69,992			38,176			37,555			10,798			10,797

Cost of revenues
	Products				13,289			26,696			16,219			14,103			4,612			3,708
	Services				2,452			4,599			4,057			4,698			1,288			1,541

		Total cost of revenues			15,741			31,295			20,276			18,801			5,900			5,249

		Gross profit			18,139			38,697			17,900			18,754			4,898			5,548

Operating expenses
	Research and development				2,733			7,460			6,166			6,979			1,811			1,633
	Selling, general and administrative				7,103			23,417			15,324			15,401			4,275			3,723
	Restructuring, amortization and impairment				5,879			7,443			4,756			1,164			369			316

			Total operating expenses		15,715			38,320			26,246			23,544			6,455			5,672

			Income (loss) from operations		2,424			377			(8,346	)		(4,790	)		(1,557	)		(124	)

	Total other expenses, net				1,471			2,085			1,837			2,408	⁽¹⁾		755			661	⁽¹⁾

		Income (loss) before income taxes			953			(1,708	)		(10,183	)		(7,198	)		(2,312	)		(785	)
	Benefit (provision) for income taxes				(557	)		(2,696	)		894			166			(7	)		—

		Net income (loss)			396			(4,404	)		(9,289	)		(7,032	)		(2,319	)		(785	)
Cumulative dividends on preferred stock					(713	)		(2,684	)		(2,880	)		(3,022	)		(748	)		(815	)

footnotes on following page


		Period from
		April 6, 2000
		(date of												Three Months Ended
		inception) to			For the Years Ended December 31,									March 31,
		December 31,
		2000			2001			2002			2003			2003			2004


		(in thousands, except share and per share data)

														(unaudited)
Net loss attributable to common stockholders			$(317	)		$(7,088	)		$(12,169	)		$(10,054	)		$(3,067	)		$(1,600	)

Net loss per common share — basic and diluted⁽²⁾			$(0.12	)		$(1.39	)		$(2.31	)		$(1.82	)		$(0.57	)		$(0.29	)

Pro forma per share amounts⁽²⁾:
	Pro forma net loss per share — basic and diluted											$(0.99	)					$(0.11	)

(1) Reflects $1.8 million and $502,000 of interest expense for the year ended December 31, 2003 and the three months ended March 31, 2004, respectively, relating to debt that we plan to repay with the proceeds of this offering.

(2) Restated to reflect completion of a 1-for-23 reverse stock split prior to consummation of this offering.



			As of March 31, 2004
	As of
	December 31,				Pro Forma As
	2003		Actual		Adjusted


	(in thousands)

			(unaudited)
Consolidated Balance Sheet Data:
Cash, cash equivalents, and short-term investments		$5,508		$5,739	$	23,002
Working capital		16,641		16,510		36,265
Total assets		33,629		36,028		53,291
Long-term debt, less current portion		14,272		13,960		—
Total stockholders’ equity		7,474		7,347		41,062

RISK FACTORS

Any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the other information contained in this prospectus before deciding whether to purchase our common stock. The risks and uncertainties described below are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may impair our business operations. If any of the following risks actually occur, our business, results of operations and financial condition would likely suffer. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment in our common stock.

Risks Related to Our Business and Our Industry

The unpredictability of our quarterly operating results may cause the trading price of our common stock to decline.

Our revenues and operating results are difficult to predict and may fluctuate significantly from quarter to quarter. As a result, you should not rely upon quarter-to-quarter comparisons of our revenues and operating results as indications of future performance. Some of the factors that could cause our revenues and operating results to fluctuate include:

• the demand for semiconductor devices,

• the rate of capital spending by semiconductor device and wafer manufacturers,

• the volume of our systems that we and our subcontractors can manufacture and deliver in a quarter,

• the ability of our suppliers to timely deliver components necessary for the manufacture and assembly of our systems,

• the timing, cancellation or delay of orders, the delay of acceptance or the return of our systems by our customers,

• the timing and success of the introduction of new systems and technologies by our competitors or us,

• competitive pressures on selling prices,

• the length of our sales cycle, which can range from two to 24 months,

• fluctuations in foreign currency exchange rates, particularly with the British pound and Japanese yen,

• the efficiency of our manufacturing operations,

• changes in our product mix or the mix between sales of our systems and services,

• charges associated with stock-based compensation and acquisitions,

• the cost of installing systems and providing warranty service relative to established reserves and

• the implementation of new accounting standards on revenue recognition, stock-based compensation or other issues.

Additionally, our operating expenses are based, in part, on anticipated future revenues and a high percentage of our expenses are fixed in the short term. If our revenues are below our expectations in any quarter, the negative effect on our operating results may be magnified by our inability or our deliberate decision not to adjust spending in a timely manner to offset the revenue shortfall. These factors may cause our operational and financial performance to fall below market analysts’ expectations, which could cause the trading price of our common stock to decline.

The factors that have most significantly affected our business in the past are the demand for semiconductor devices and the rate of capital spending by semiconductor device and wafer manufacturers, both of which adversely affected our operating results during a cyclical industry downturn in 2002 and 2003. Our operating results have also been negatively affected by order patterns and competitive conditions, including, for example, a significant competitive loss at our then largest customer, Intel, in 2002. We expect these factors to continue to be among the most important factors affecting our operating results in the future.

We have experienced net losses during our limited history operating as an independent company and we may not attain profitability in the future.

From the inception of our business on April 6, 2000 through December 31, 2003, we incurred cumulative net losses of $20.3 million. While we achieved net income in the period starting on the date of inception and ending December 31, 2000, we have subsequently incurred net losses each year and may continue to do so in the future. We incurred non-cash charges related to stock-based compensation in the past, and will incur non-cash charges related to stock-based compensation in future periods as a result of past option grants, which will further hamper our ability to achieve and maintain profitability. We recorded $1.9 million in deferred stock compensation in the period ended March 31, 2004 as a result of option grants in January and March of this year, which is being amortized over the four year vesting periods for the relevant options. Further, to support our worldwide customer base, we maintain significant operations around the world. Our revenues may not be sufficient to cover the costs of sustaining these operations. We may not be able to attain profitability on a quarterly or annual basis in the future.

Cyclicality in the semiconductor industry may lead to substantial decreases in demand for our systems and technologies.

The semiconductor industry is highly cyclical. It has been subject to significant downturns at various times, characterized by diminished demand, accelerated erosion of average selling prices and production overcapacity. Such downturns may be caused by actual or anticipated periods of oversupply, reduced consumer demand for products incorporating semiconductors, maturing product and technology cycles, and declines in general economic conditions. In the past, such downturns have also been reflected in the markets for capital equipment related to semiconductor manufacturing, as semiconductor companies suspend capital expenditures. During such downturns the increased availability of used equipment may further reduce demand for our systems. According to Gartner, worldwide semiconductor capital spending increased 14.6% and 82.0% in 1999 and 2000, respectively. Following these periods of strong growth, capital spending declined by 29.3% and 38.5% in 2001 and 2002, respectively. Capital spending grew by approximately 5.7% in 2003, and is forecasted by Gartner to grow by 27.9% and 48.9% in 2004 and 2005, respectively. Gartner further forecasts that semiconductor capital spending will decrease by 7.6% and 26.9% in 2006 and 2007, respectively. (Year-End 2003 Semiconductor Manufacturing Market Capital Spending, February 17, 2004.) Our revenues declined from a peak of $70.0 million in 2001 to $37.6 million in 2003. Potential slower growth or contraction in the industries served by our customers or adverse changes in our customers’ capital expenditures would harm our business.

Our business plan is premised in part on growth in the market for lattice engineering metrology systems and our business will not be successful if this market does not develop as we expect.

Our business plan is premised in part on growth in the demand for advanced semiconductor devices such as compound semiconductors, HBLEDs and strained silicon devices and the adoption of technologies for manufacturing these devices that are compatible with our metrology systems. If the market for these advanced semiconductor devices fails to grow as we expect or if the manufacturers of these advanced semiconductor devices adopt manufacturing technologies for which our metrology systems are not well suited, the demand that we anticipate for our lattice engineering metrology systems will not materialize.

In order to remain competitive, we must develop and introduce new systems as well as improve our existing systems on a timely basis.

The semiconductor industry is characterized by rapid change, emerging standards and the introduction of new technologies. Our future success will depend upon our ability to design, develop and introduce new systems that achieve market acceptance, as well as our ability to improve our current systems, on a timely basis. We may experience difficulty in delivering systems that meet our customers’ changing needs. Even if we are able to design and deliver systems that meet our customers’ needs, we may not be able to do so on a cost-effective basis. In order to remain competitive, we must demonstrate the superiority of our solutions when customers are designing their next generation of products or facilities, and our systems must be qualified and available for purchase when semiconductor device manufacturers begin equipping their facilities. We may experience difficulties or delays in our development efforts with respect to new or existing systems. Any difficulty or significant delay in developing enhancements to our existing systems or releasing new systems could adversely affect our reputation, provide a competitor a first-to-market advantage or cause a competitor to achieve greater market share. Some of our systems use measurement techniques that destroy the semiconductor device being measured and are therefore only used to test a sample of the devices manufactured. If a competitor developed equally effective non-destructive systems capable of testing each device while in production, we would be at a significant disadvantage and our operating results and financial condition would be harmed.

Our systems have long development cycles, and we may encounter numerous obstacles to successful commercialization.

As the semiconductor industry is characterized by rapid change, emerging standards and the introduction of new technologies, we expect to spend a significant amount of time and resources to develop new systems and upgrades for our existing systems. In light of the long product development cycles inherent in our industry, we will make these expenditures well in advance of any revenues from the sale of new systems and upgrades. Our ability to commercially introduce and successfully market any new system or upgrade is subject to a variety of challenges including problems associated with transitioning development prototypes to production, design defects and other challenges that could increase our costs and prevent or delay introduction of these systems or upgrades to the marketplace. If we are unable to introduce new systems or upgrades on a timely basis, or if we are unable to recover the research and development costs associated with such systems, our operating results and financial condition would be harmed.

The high cost of switching system vendors in our markets makes it difficult for us to win customers from our competitors even if our systems are superior.

Once a vendor’s system has been installed in a production line application, a semiconductor device manufacturer must often make costly technical modifications, retrain personnel and suffer production downtime in order to switch to another vendor’s system. To avoid these costs, semiconductor device manufacturers generally rely upon the system from the incumbent vendor and, to the extent possible, subsequent generations of the same vendor’s system, for the life of the application. Accordingly, unless our systems offer performance or cost advantages that substantially outweigh the expense of switching to our systems, it will be difficult for us to achieve significant sales to a potential customer after it has selected another vendor’s system.

The markets in which we participate are intensely competitive, and if we are unable to compete effectively, our business would be harmed.

We compete in the emerging market for lattice engineering metrology systems and the more mature market for photolithography process control and metrology systems. The market for lattice engineering metrology systems is highly fragmented. Competition typically consists of privately held companies or divisions of large, established companies such as Spectris and Thermo Electron. We expect intense competition in this market to continue. Our market share and operating results can fluctuate

dramatically as a result of the introduction of new, competitive systems and the ability of competitors to secure patent and other intellectual property rights.

The market for photolithography process control and metrology systems is highly competitive with numerous large, established companies. Our most significant competitors in this market are Hitachi, KLA-Tencor, Nanometrics, Nikon and Therma-Wave. These companies have substantially superior distribution capabilities and larger research and development budgets than we do and greater ability to offer bundled and integrated product offerings to customers. In addition, significant competition for our critical dimension systems has emerged from manufacturers of traditional reflectometers and ellipsometers that have extended their technology by using new algorithms that enable their tools to perform critical dimension measurements.

Many of our existing and potential competitors in both the lattice engineering metrology and photolithography process control and metrology markets have greater name recognition, larger customer bases, more established customer relationships and greater financial, technical, manufacturing, marketing and other resources than we do. As a result, they may be able to respond more quickly to new or emerging technologies and to changes in customer requirements, to devote greater resources to the development, promotion, sale and support of their products and to reduce prices to increase market share. They may also be able to drive industry standards or influence standard-setting bodies in order to limit our access to or exclude us from markets. If the research and development efforts of our competitors are more effective than our own, some or all of our systems and technologies may become non-competitive or obsolete. Potential customers may also decide for risk management reasons to purchase products from our larger competitors who have greater financial resources than we do. Moreover, there has been significant merger and acquisition activity among our existing and potential competitors. These combinations may provide our existing and potential competitors with an advantage over us by enabling them to expand their product offerings and service capabilities to meet a broader range of customer needs.

Our photolithography process control and metrology systems are subject to competitive threat from integrated metrology systems.

A significant portion of our revenues is derived from the sale of stand-alone overlay and critical dimension systems that are used to detect and diagnose problems in the photolithography process. Semiconductor device manufacturers may demand integration of these systems with other semiconductor processing equipment to lower their costs. To provide integrated systems, we would need to establish relationships with a small number of original equipment manufacturers, or OEMs, that control a large portion of the semiconductor processing systems markets. Some of these OEMs are our competitors or may choose to work with our competitors to our exclusion. Further, we may not be able to timely or cost-effectively adapt our systems to be competitive in the market for integrated metrology tools. If we are unable to compete effectively with integrated metrology systems, or if we are unable to establish relationships with OEMs on commercially satisfactory terms, our sales, operating results and financial condition would be harmed.

Competitive conditions in our industry may require us to reduce our prices.

We may be required to enact price reductions to maintain our competitive position. Customers in the semiconductor industry have significant buying power. Some customers have adopted dual-source strategies that result in downward pressure on pricing. Constrained customer budgets and the availability of used process control and metrology systems could also result in price reductions. The advent of Internet auctions for used equipment has intensified this pressure by increasing the transparency and efficiency of used equipment transactions. Maintaining technological advantages to mitigate the adverse effect of pricing pressures will require a continued high level of investment by us in research and development and sales and marketing. We may not have sufficient resources to continue to make such investments and we may not be able to make the technological advances necessary to maintain such competitive advantages. To the extent that we are unable to demonstrate that our systems provide technological advantages over products

offered by our competitors, we are likely to experience increased price competition or loss of market share with respect to such systems.

We depend on a small number of high-revenue sales to a limited number of customers, and the loss of any such sale or any one of our customers may harm our business.

A small number of customers typically account for a significant portion of our total revenues in any particular period. Sales to our top five customers were 37.0%, 39.0% and 42.9% of our total revenues for 2001, 2002 and 2003, respectively. Sales to Intel were 29.3%, 13.5% and 9.5% of our total revenues in 2001, 2002 and 2003, respectively. Sales to IBM were 10.1% and 14.9% of our total revenues for 2002 and 2003, respectively. Sales to Samsung were 10.3% of our total revenues in 2003. The loss of any significant customer will cause our revenues to decline. For example, in 2000, Intel conducted an evaluation of vendors for 300mm overlay systems and selected one of our competitors, resulting in a significant decline in revenues from Intel over the past two years. Moreover, consolidation in the semiconductor industry could reduce the number of available customers.

During any quarter, a significant portion of our revenues is derived from the sale of a relatively small number of systems. Our overlay and critical dimension systems for the photolithography process are priced at up to $900,000 per system. In some cases, a single system has accounted for approximately 10% of a quarter’s revenues. Accordingly, a small change in the number of systems we sell during any period will cause significant changes in our operating results.

As our customers transition to 300mm diameter silicon wafer production, they are experiencing increasing manufacturing efficiencies which may reduce future demand for semiconductor capital equipment.

In recent years, major semiconductor device manufacturers have transitioned production from 200mm to 300mm diameter wafers. The larger wafers can contain more than three times as many devices per wafer. This transition to 300mm wafers, coupled with improvements in automation and manufacturing throughput, is increasing the productivity of semiconductor manufacturing equipment. As their productivity improves, it may reduce the demand for our process control and metrology systems.

Variations in the amount of time it takes for us to sell our systems may cause fluctuations in our operating results.

Variations in the length of our sales cycles could cause our revenues and operating results to fluctuate significantly from period to period. Our customers generally take a long time to evaluate systems before committing to make a purchase. We expend significant resources educating and providing information and test systems to our prospective customers. The length of time it takes us to close a sale depends upon many factors, including:

• the process development cycle of the customer,

• the effectiveness of our sales force and our independent sales representatives and distributors,

• the complexity of the customer’s fabrication processes,

• the internal technical capabilities and sophistication of the customer,

• the availability of our personnel to install systems and

• the capital expenditure budget of the customer.

Because of the number of factors influencing our sales cycle, the period between our initial contact with a potential customer and the time when we recognize revenue from that customer, if ever, varies widely in length. Our sales cycle can range from two to more than 24 months. Sometimes our sales cycle can be much longer than 24 months, particularly with our international customers. In addition, the subsequent build cycle, or the time it takes us to build a system to customer specifications after receiving

an order, can take up to six months depending on capacity and parts availability. During these cycles, we commit substantial resources to our sales and manufacturing efforts in advance of receiving any revenues.

Our customers may cease purchasing our systems at any time.

We typically do not have long-term purchase commitments from our customers or a substantial noncancelable backlog. Generally:

• our customers are not obligated to purchase a specified number of our systems and can cancel purchase orders or return systems prior to payment,

• our customers are free to purchase systems from our competitors,

• we are exposed to competitive price pressure on each order and

• our customers are not required to make minimum purchases.

As a result, our sales and revenues over the long term depend on our ability to provide our customers with the best systems and service. Depending on our customers’ needs and competitive conditions in the marketplace, anticipated system orders may not materialize, and orders that do materialize may be cancelled or delayed. The lack of long-term purchase commitments from our customers and a substantial noncancelable backlog impedes our ability to allocate our capacity efficiently and forecast our future revenues. In addition, because our expense levels are based in part on our expectations of future revenues, we may be unable to adjust costs in a timely manner to offset revenue shortfalls.

We may experience reductions in product or service revenues or income as a result of changes in product mix.

A significant portion of our 2003 revenues came from sales of our overlay and FTIR systems. Continued market acceptance of these product lines is critical to our success. The factors that significantly influence market acceptance of our overlay systems are system performance, cost of ownership, technical support, financial stability of vendors, customer relationships, on-time delivery and the ability to upgrade systems. The factors that significantly influence market acceptance of our FTIR systems are system performance, service, customer relationships, cost of ownership, on-time delivery and the financial stability of vendors. Any decline in demand for these systems would harm our business. Revenues from service contracts, systems support and spare parts sales to owners of our systems were 9.4%, 20.4% and 25.2% of total revenues in 2001, 2002 and 2003, respectively. Our overlay systems for photolithography control generate more service revenue per dollar of capital equipment sold than do our other systems. Thus, if overlay systems become a smaller percentage of our revenues, our service revenues are likely to decline as a percentage of revenues. Similarly, approximately 59.8% and 39.5% of our 2003 revenues from the sale of systems came from sales of our lattice engineering metrology systems and photolithography process control and metrology systems, respectively. As our lattice engineering metrology systems typically have higher gross margins than our photolithography process control and metrology systems, if customer purchasing patterns or other factors result in any increase in the number of photolithography process control and metrology systems sold relative to lattice engineering metrology systems, our operating margins would be harmed.

Sales to manufacturers of HBLEDs may be negatively affected by lawsuits and intellectual property disputes between these manufacturers.

Our future success will depend in part on growth in the worldwide market for semiconductor devices such as HBLEDs. The HBLED market consists of a few large manufacturers, several of which have asserted infringement of intellectual property rights against each other. This litigation, if it continues, may constrain market acceptance of HBLED products. Further, a resolution that requires manufacturers to pay royalties to intellectual property holders or that otherwise increases costs for manufacturers may result in investment decisions or pricing that delays or prevents market acceptance. We supply lattice engineering

metrology systems to the manufacturers of HBLEDs and, to the extent that the sales growth of their products is limited, it would reduce the demand for our systems.

If our third-party distributors and sale representatives do not meet our sales objectives, our revenues will fall below expectations.

We use third parties to sell, and in some cases to sell and service, our systems in certain geographic markets, primarily China, Taiwan and Singapore, and for particular systems, primarily our DIVA product line, throughout the world. Sales to, or originated by, distributors or third-party sales representatives accounted for approximately 4.4%, 2.9% and 4.3% of total revenues in 2001, 2002 and 2003, respectively. Our agreements with our distributors and third-party sales representatives permit termination by either party following a notice period that ranges from 60 to 120 days. The loss of any of our key distribution partners or sales representative would result in the immediate loss of sales as well as a loss of sales momentum in the market in which such partner or sales representative operated.

Failure to manage and sustain our growth may harm our business.

Our ability to grow successfully requires an effective planning and management process. In the past, we have reduced personnel and consolidated facilities in an attempt to reduce operating costs. The reduction in available resources, coupled with the manufacturing challenges associated with our broad product line, may make it difficult to meet increases in demand. In addition, if we add new systems to our portfolio, increase production levels or hire a significant number of new employees, such changes will place a significant strain on our infrastructure, internal systems and other resources. This strain will be increased by the geographic dispersion of our operations and our senior management. To manage our growth effectively, we must continue to improve and expand our management information systems, accounting and internal controls, processes and procedures, manufacturing capacity, sales and marketing functions and research and development capabilities in a timely and efficient manner and to invest the necessary capital to make this possible. Those resources may not be available when we need them, or we may not have sufficient capital to invest.

Expansion of our business through acquisitions, licensing or joint ventures could result in diversion of resources and extra expenses, which may disrupt our business and harm our financial condition.

We intend to pursue acquisitions of businesses, to pursue acquisitions or licensing of products and technologies, and to establish joint venture relationships in order to expand our business. The negotiation of potential acquisitions, licenses or joint ventures, as well as the integration of an acquired or jointly developed business, product or technology, could cause diversion of management’s time and our resources. Such transactions could result in:

• additional operating expenses without additional revenues,

• dilutive issuances of equity securities,

• the incurrence of debt and contingent liabilities,

• amortization or impairment of goodwill and other intangible assets,

• unrealized synergies,

• write-offs of in-process research and development and

• other acquisition related expenses.

We may not be able to successfully integrate acquired businesses, technologies or joint ventures with our operations or retain key employees from acquired businesses. We may not receive the intended benefits of any acquisition, license or joint venture that occurs. Revenues derived from licenses may be disrupted if we breach license agreements or if the licensee fails to meet its obligations. In addition, future acquisitions or joint ventures may disrupt our operations, and our business may suffer.

If we fail to attract and retain qualified personnel, our business will be harmed.

Due to the specialized nature of our business, our success largely depends upon the continued service of our executive officers and other key management, technical and sales personnel, and on our continued ability to hire and retain qualified management, technical and sales personnel. Many of our technologists in particular require years of education, training and experience in multiple fields of science and engineering. There is not a meaningful pool of such technologists in the vicinity of our major facilities in Bend, Oregon, and York, United Kingdom, and we may find it difficult to recruit sufficient talent to these locations. Competition for these employees in the semiconductor and semiconductor capital equipment industries is intense, and we may not be successful in our recruiting efforts. We also rely significantly on Bruce C. Rhine, our President, Chief Executive Officer and Chairman, who is a co-founder of our company. Other than standard forms of non-disclosure and assignment of invention agreements, we generally do not have employment agreements with our key employees. The loss of any key employee, the failure of any key employee to perform in his or her current position or our inability to attract and retain additional skilled employees as needed could impair our ability to meet customer and technological demands and would harm our business.

We depend on third parties to supply many of the components for our systems, which reduces our control over the production and delivery of our systems.

As a result of our outsourcing strategy, we are and will continue to depend on third-party suppliers, including sole-source suppliers, for several critical components for our systems. Many but not all of our product lines use components from sole-source suppliers. These components include leading-edge laser and optical components. We also rely on a single source for some components to obtain better pricing or benefits relating to engineering design collaboration. We intend to minimize the number of suppliers from which we buy, which will magnify our dependence on particular suppliers. Our dependence on third parties has significant risks that could potentially harm our operating results, including:

• we have no guaranteed long-term level of supply for components with any third party. The available capacity of each supplier may limit its ability to provide us with necessary components and our suppliers could allocate that limited capacity to other customers. Suppliers could lose production capacity as a result of labor issues, power outages, fire or other natural and man-made disasters. Suppliers could reduce or even eliminate the capacity allocated to us on short notice, even after we have submitted a purchase order. In particular, we have difficulty maintaining an adequate supply of some circuit boards used in our systems because board level components, such as microprocessors and microcontrollers, tend to have shorter life cycles than our systems;

• if we lose an existing supplier, we would experience delay and expense in finding and qualifying a replacement supplier and helping the new supplier develop the particular component that we need. In addition, some of our customers have policies that do not allow us to change a component supplier and, as a result, sales may be delayed or lost until they consent to an acceptable replacement component. In 2000, for example, a supplier could not meet our requirements for a critical component of our overlay systems because it elected to service the needs of a larger customer. As a result, our production was delayed by several months and our revenue and operating results for the period were harmed. We may experience similar problems in the future;

• although we provide our suppliers with rolling forecasts of our production requirements, these forecasts may prove to be inaccurate. In particular, a number of components such as factory automation and environmental control interfaces, wafer stages and monochromators represent a significant portion of the cost of our systems and require long lead-times. If we underestimate our need for such components, we may lose sales or have revenues deferred as a result of production delays. If we overestimate our need for such components, we will have increased inventory costs and will bear greater risk relating to part obsolescence;

• we incorporate third-party software into our systems which would be difficult to replace if the third parties were to cease providing or supporting their software;

• we have limited control over delivery schedules and we may not receive components within the time frames and in the volumes required to meet our customers’ needs; and

• we have limited control over our suppliers’ quality assurance, which may result in an unsatisfactory level of defective components. At times, for example, we have had quality issues with purchased lasers.

If our systems contain defects or fail to achieve industry reliability standards, our reputation will be harmed, and we may incur significant unexpected expenses and lose sales opportunities.

Our systems have in the past contained, and may in the future contain, undetected errors or defects. For example, in the past, our customers have encountered bugs and other defects in the software used to configure and operate our metrology systems, causing us to spend significant time and resources to fix these problems to our customers’ satisfaction. Any similar problem in the future may:

• cause delays in system introductions and shipments,

• result in increased costs and diversion of development resources,

• cause us to incur increased charges due to obsolete or unusable inventory,

• cause us to exceed our warranty reserves,

• require design modifications and

• decrease market acceptance or customer satisfaction with our systems, which could result in system returns and therefore harm our operating results.

Our customers also might seek to recover from us any losses resulting from defects or failures in our systems. Liability claims could require us to spend significant time and money in litigation or to pay significant damages. Any of these claims, moreover, whether or not successful, could damage our reputation and business.

We manufacture most of our systems at a single facility, and our results of operations would be harmed if manufacturing disruptions cause us to not meet customer requirements.

We manufacture most of our systems in York, United Kingdom. Our manufacturing operations could be disrupted as a result of a number of events, including power outages, fire, and natural or man-made catastrophes. As part of our restructuring efforts in 2003, we closed our operations in Randolph, Massachusetts, Waterloo, Canada and Albuquerque, New Mexico. The Randolph facility was primarily responsible for our fourier transform infrared scatterometers, or FTIR, product line, including engineering, product marketing, final test and qualification. We are transferring all FTIR production, testing and qualification procedures to our primary manufacturing facility in York, United Kingdom. The Waterloo facility was responsible for engineering, product marketing, final test and manufacturing of our Vektor and PLM 100 systems. We have transferred all such activities to our facilities in the United Kingdom. The Albuquerque facility was responsible for engineering, product marketing, final test and qualification of our critical dimension scatterometers, or CDS, product line, all of which have been transferred to our York, United Kingdom and Bend, Oregon facilities. We may experience difficulties meeting delivery deadlines and quality expectations during the transition period.

If we are not able to protect our intellectual property rights adequately, our revenues and profits will be harmed.

Our patents, copyrights, trademarks, trade secrets and similar intellectual property rights are important to our success. We rely on a combination of patent, trademark, copyright and trade secret laws to protect our proprietary rights. As of December 31, 2003, we owned seven United States patents and

held an exclusive license to one United States patent. We also have or have applied for foreign patents on some technologies in some jurisdictions in which we have substantial sales activities. However, we do not have patents and have not applied for patents in all such jurisdictions, including the United States, on some of our technologies. We have submitted, and may in the future submit, additional patent applications. In particular, our business plan for our SiPHER product line is premised in part upon the validity of, and our ability to enforce, a foreign patent, as well as prosecute pending United States and foreign applications to issuance, relating to defect and contamination detection in the lattice through photoluminescence. Additionally, our business plan for our CDS product line is premised in part upon the validity of, and our ability to enforce, a key U.S. patent relating to the use of lasers in multiangle scatterometry. Patents may not be issued from any patent applications submitted, and any patents we hold, including our key patents, may be challenged, invalidated, held unenforceable or circumvented, and the claims in any of our patents may not be of sufficient scope or strength to provide any meaningful protection or commercial advantage to us.

In 2003, approximately 63.1% of our revenues were derived from sales in foreign countries, including Taiwan, South Korea, Japan, China and Singapore. The laws of some foreign countries, including countries in which we have employees or sell our systems, do not protect our proprietary rights to as great an extent as do the laws of the United States, and many United States companies have encountered substantial problems in protecting their proprietary rights against infringement in such countries. We estimate that 24.6% of our 2003 revenues were derived from countries with laws that are significantly less protective of intellectual property than similar laws in the United States.

We typically use licensing agreements and employee and third-party nondisclosure and assignment agreements to limit access to, and distribution of, our proprietary information and to obtain ownership of technology developed by our employees or contractors on a work-for-hire basis. However, not all of our non-U.S. employees who might develop proprietary technology have executed such agreements. We may not be able to detect unauthorized uses and take immediate or effective steps to enforce our rights. The steps we take to obtain ownership of any intellectual property may not be sufficient to assure our ownership of all proprietary rights. We also rely on unpatented trade secrets to protect our proprietary technology; however, others may be able to independently develop or otherwise acquire the same or substantially equivalent technologies or otherwise gain access to our proprietary technology or disclose that technology. We ultimately may not be able to protect our rights to our unpatented proprietary technology. In addition, third parties may obtain patent rights to such unpatented trade secrets, which could be used to assert infringement claims against us.

Third parties may claim we are infringing their intellectual property rights, and we could suffer significant litigation or licensing expenses and we may be prohibited from selling our products.

Third parties may claim that we are infringing their intellectual property rights, and we may be found to infringe those intellectual property rights. While we do not believe that any of our technologies infringe the valid intellectual property rights of third parties, we may be unaware of intellectual property rights of others that may cover some of our technology and services. We are not currently a party to any litigation alleging intellectual property infringement against us.

We may be required to license technology from third parties to develop new systems or system enhancements or to resolve third-party infringement claims. Third-party licenses may not be available to us on commercially reasonable terms or at all. We could be required to obtain substitute technology of lower quality or performance or at higher cost. The inability to obtain necessary third-party licenses could adversely affect our ability to develop new systems or upgrade current systems.

Any litigation regarding patents or other intellectual property would be costly and time-consuming and would divert our management and key personnel from our business operations. The complexity of our technology and the uncertainty of the outcome of intellectual property litigation increase these risks. Claims of intellectual property infringement also might require us to enter into royalty or license agreements that we may not be able to obtain on terms acceptable to us, or at all. We also may become

subject to significant damages or injunctions that could prohibit us from selling or licensing our technologies.

Due to our significant level of international operations, we are subject to international operational, financial and political risks.

Sales to customers outside the United States accounted for 42.2%, 57.3% and 63.1% of our total revenues in 2001, 2002 and 2003, respectively. Further, almost all of our manufacturing operations are in the United Kingdom. Risks associated with our doing business outside of the United States include:

• compliance with a wide variety of foreign laws and regulations, particularly labor, environmental and other laws and regulations that govern our operations in the United Kingdom,

• changes in laws and regulations relating to the import or export of semiconductor capital equipment and related systems,

• legal uncertainties regarding taxes, tariffs, quotas, export controls, export licenses and other trade barriers,

• economic instability in the countries of our customers, particularly in the Asia-Pacific region, causing delays or reductions in orders for our systems,

• political instability in the countries of our customers, particularly in South Korea relating to its disputes with North Korea and in Taiwan relating to its disputes with China,

• delays and costs resulting from medical epidemics such as SARS,

• threats from terrorist organizations,

• difficulties in collecting accounts receivable and longer accounts receivable payment cycles,

• difficulties in staffing and managing personnel, distributors and representatives in foreign countries,

• ability of senior management to devote adequate time to manage international operations,

• limited protection for intellectual property rights in some countries, such as South Korea, Taiwan and China,

• seasonal fluctuations in purchasing patterns in some countries,

• potentially adverse tax consequences and

• challenges by taxing authorities related to transfer pricing agreements and other tax sharing arrangements.

Any of these factors could harm our existing international operations and business and impair our ability to continue expanding into international markets. To the extent we are unable to expand our international sales in a timely and cost-effective manner, our business would be harmed.

Because a significant portion of our expenses are incurred in foreign currencies, our results of operations may be harmed by inflation and currency fluctuations.

We generate most of our revenues in United States dollars but we incur a significant portion of our expenses in the local currencies of countries where we have our facilities and offices. If the rate of inflation of the local currencies in these countries increases, we may experience an increase in our expenses without a corresponding increase in our revenues. If the dollar costs of our operations in these countries increase, our dollar-measured results of operation would be harmed. A significant portion of our assets, and substantially all of our manufacturing operations, are in the United Kingdom. The British pound has appreciated significantly since the end of 2001, increasing from 1.45 dollars per pound at the end of 2001 to 1.78 dollars per pound at the end of 2003. While increasing the value of pound-denominated assets, this

appreciation also has the effect of increasing the cost of operations in the United Kingdom. Similarly, a portion of our assets are held in Japanese yen, which has also experienced volatility.

Our operations could be harmed if we are unable to protect ourselves against currency fluctuations in the future. We do not currently enter into currency hedging transactions to decrease the risk of financial exposure fluctuations in the exchange rate of the dollar against the currencies in other countries. If we do elect to enter into hedging transactions in the future, the costs of such transactions may be more than any resulting benefit.

Risks Related to the Offering

Our common stock price may be volatile, which could result in substantial losses for investors purchasing shares in this offering.

Our common stock has not been publicly traded, and an active trading market may not develop or be sustained after this offering. We and the representatives of the underwriters will determine the initial public offering price. The price at which our common stock will trade after this offering is likely to be highly volatile and may fluctuate substantially due to factors such as:

• changes in or failure by us to meet market analysts’ expectations,

• announcements of technological innovations,

• competitive trends, including timely adoption and market acceptance of competing standards,

• introduction of new systems by us or our competitors,

• developments with respect to intellectual property rights,

• market momentum for publicly traded semiconductor capital equipment vendors,

• conditions and trends in the semiconductor industry and

• market perception of our growth prospects.

In addition, the stock market has from time to time experienced significant price and volume fluctuations that have affected the trading prices for the common stock of technology companies. These broad market fluctuations may result in a material decline in the trading price of our common stock. In the past, following periods of volatility in the trading price of a particular company’s securities, securities class action litigation has often been brought against that company. We may become involved in this type of litigation in the future. Litigation is often expensive and diverts management’s attention and resources needed to manage our business successfully.

We may invest or spend the net proceeds of this offering in ways with which you may not agree.

Our management will retain broad discretion over the use of net proceeds from this offering. You may not agree with how we spend the net proceeds, and our use of the net proceeds may not yield a significant return or any return at all. Because of the number and variability of factors that determine our use of the net proceeds from this offering, our ultimate use of the net proceeds might vary substantially from our currently planned uses.

Our directors, executive officers and individuals or entities affiliated with our directors or executive officers hold a substantial portion of our outstanding common stock and could reject mergers or other business combinations that other stockholders may believe are desirable.

Our directors, executive officers and individuals or entities affiliated with our directors or executive officers will beneficially own approximately 55.0% of our outstanding common stock as a group immediately after this offering closes, or 50.8% if the underwriters exercise their overallotment options in full. Acting together, these stockholders would be able to significantly influence all matters that our stockholders vote upon, including the election of directors and the approval of significant corporate

transactions. This concentration of ownership may also delay or prevent a change in control even if beneficial to our stockholders and could deprive the stockholders of a control premium for their shares.

We will incur increased costs as a result of being a public company.

We will face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, the Public Company Accounting Oversight Board and The Nasdaq National Market, require changes in the corporate governance practices of public companies. We expect these new rules and regulations to increase our legal and financial compliance costs, to divert management attention from operations and strategic opportunities and to make legal, accounting and administrative activities more time-consuming and costly. We also expect to incur substantially higher costs to maintain directors and officers insurance.

Future sales of our common stock could depress the market price of our common stock.

Sales of substantial amounts of our stock in the public market, or the perception that these sales may occur, could adversely affect the market price of our stock. The shares offered under this prospectus will be freely tradeable. The remaining outstanding shares of the Company will be available for sale at various times, provided that a substantial portion of such shares are subject to a 180-days lockup period, which may be waived by Merrill Lynch & Co., in whole or in part, at any time, in its sole discretion. See “Shares Eligible for Future Sale” for a discussion of potential future sales of our common stock.

Our ability to raise capital in the future may be limited and our failure to raise capital when needed could harm our business.

We may in the future elect to raise additional funds through public or private financing, strategic relationships or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. Additional equity financing may be dilutive to the holders of our common stock, and debt financing, if available, may involve restrictive covenants.

Our certificate of incorporation, bylaws and 2004 stock incentive plan contain provisions that could discourage a takeover and therefore limit the trading price of our common stock.

Our certificate of incorporation, bylaws and 2004 stock incentive plan contain provisions that could delay or prevent a change of control. These provisions could limit the price that investors might be willing to pay in the future for shares of our common stock. Some of these provisions:

• stagger the election of our board of directors,

• authorize the issuance of preferred stock which can be created and issued by the board of directors without prior stockholder approval, commonly referred to as “blank check” preferred stock, with rights senior to those of common stock,

• prohibit stockholder action by written consent,

• establish advance notice requirements for submitting nominations for election to the board of directors and for proposing matters that can be acted upon by stockholders at a meeting and

• provide for the automatic acceleration of unvested options in some situations relating to nonconsensual acquisition activities.

You will incur immediate and substantial dilution in the net tangible book value of the stock you purchase.

The initial public offering price is substantially higher than the prices paid for our common stock in the past. This is referred to as dilution. Accordingly, if you purchase common stock in this offering, you will incur immediate dilution of approximately $11.16 per share in the net tangible book value per share of

our common stock from the price you pay for our common stock. The exercise of outstanding options or, if issued in the future, warrants may result in further dilution. See “Dilution.”

Special Note Regarding Forward-Looking Statements

This prospectus contains forward-looking statements that involve many risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including “could,” “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors, including the risks described above and in other parts of this prospectus. These factors may cause our actual results to differ materially from any forward-looking statement. We cannot guarantee future results, levels of activity, performance or achievements.

USE OF PROCEEDS

Assuming an initial public offering price of $15.00 per share, we will receive approximately $33.7 million from our sale of 2,500,000 shares of common stock in this offering, after deducting the underwriting discount and estimated offering expenses of approximately $1.2 million. The selling stockholders will receive $16.7 million from their sale of shares of our common stock in this offering, after deducting the underwriting discount and estimated offering expenses of $10,000. We will not receive any portion of the net proceeds received by the selling stockholders from the sale of their shares. If the underwriters exercise their overallotment options in full, we will receive an additional $3.9 million in net proceeds and one of the selling stockholders will receive an additional $3.9 million in net proceeds.

We intend to use the net proceeds of this offering as follows:

• approximately $13.0 million to repay the outstanding principal and accrued interest on an outstanding note to Bio-Rad bearing interest at the rate of 13.5% per annum, payable semi-annually, with a maturity date of July 7, 2007, which was issued in connection with our acquisition of Bio-Rad SMD and which we are required to repay within two business days of the completion of an initial public offering resulting in gross proceeds to us of at least $35.0 million and

• approximately $3.4 million to repay the outstanding principal and accrued interest on existing debt payable to Comerica Bank bearing interest at the lower of either Comerica Bank’s prime rate or LIBOR plus 2.75%, which was 3.97% per annum as of December 31, 2003, payable in monthly installments through December 17, 2006, under our Loan and Security Agreement with Comerica Bank.

We expect to use the remaining net proceeds of this offering for working capital and other general corporate purposes. We may also use a portion of the net proceeds to acquire products, technologies or businesses that are complementary to our business, to expand existing or construct new facilities or to purchase training, demonstration and research and development equipment. However, we have no agreements or arrangements with respect to any such transactions at the present time. Our management may spend the net proceeds of this offering in ways that the stockholders may not deem desirable. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the growth of our business.

After repaying the indebtedness described above, and pending its use for the other purposes described above, we intend to invest the remaining net proceeds of this offering in short-term, investment grade, interest-bearing securities.

DIVIDEND POLICY

We have never declared or paid cash dividends on our common stock. We intend to retain any future earnings for the operation and expansion of our business and do not anticipate paying any cash dividends on our common stock in the foreseeable future. Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including anticipated future earnings, capital requirements, financial conditions, future prospects, contractual restrictions and other factors our board of directors may deem relevant.

CAPITALIZATION

The following table summarizes our capitalization as of March 31, 2004 on:

• an actual basis;

• an unaudited, pro forma basis to give effect to:

— the conversion of all outstanding shares of our Series A preferred stock, plus accrued and unpaid dividends, into 1,015,438 shares of common stock, assuming an initial public offering price of $15.00 per share and

— the conversion of all outstanding shares of our convertible preferred stock into 338,600 shares of common stock, plus the conversion of accrued and unpaid dividends into 288,799 shares of common stock, assuming an initial public offering price of $15.00 per share; and

• an unaudited, pro forma as adjusted basis to give effect to:

— our issuance and sale of 2,500,000 shares of common stock in this offering at an assumed initial public offering price of $15.00 per share, after deducting the underwriting discount and estimated offering expenses, and our receipt of the net proceeds from that sale and

— the application of a portion of those net proceeds to repay certain of our debt obligations as set forth under “Use of Proceeds.”

You should read the following table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus.



			As of March 31, 2004

									Pro Forma
			Actual			Pro Forma			As Adjusted

			(unaudited)			(unaudited)			(unaudited)

			(in thousands, except share data)
Current portion of notes payable and capital lease obligations			$	2,492		$	2,492		$	—
Long-term debt, net of current portion				13,960			13,960			—
Stockholders’ equity (deficit)
Series A preferred stock, par value $0.01
	Authorized 9,550 shares; issued and outstanding 9,445 shares (actual); no shares (pro forma and pro forma as adjusted)			—			—			—
Convertible preferred stock, par value $0.01
	Authorized 9,756,098 shares; issued and outstanding 7,787,804 shares (actual); no shares (pro forma and pro forma as adjusted)			78			—			—
Common stock, par value $0.00001 per share
	Authorized 300,000,000 shares; issued and outstanding 5,691,082 shares (actual); 7,333,919 shares (pro forma); and 9,833,919 shares (pro forma as adjusted)			—			—			—
Additional paid-in capital				29,092			29,170			62,885
Accumulated other comprehensive income (loss)				1,746			1,746			1,746
Deferred compensation				(2,455	)		(2,455	)		(2,455	)
Retained earnings (accumulated deficit)				(21,114	)		(21,114	)		(21,114	)

		Total stockholders’ equity		7,347			7,347			41,062

		Total capitalization	$	23,799		$	23,799		$	41,062

The number of shares of common stock to be outstanding after this offering is based on the number of shares outstanding as of March 31, 2004 and excludes the following:

To the extent that the above options are exercised, there will be further dilution to new investors. See “Management — Employee Benefit Plans” for further information about our stock incentive plan and employee stock purchase plan.

DILUTION

Our historical net tangible book value as of March 31, 2004, after giving effect to the 1-for-23 reverse stock split to be completed prior to the completion of this offering, was approximately $4.0 million, or $0.71 per share of common stock. Historical net tangible book value per share represents the amount of our total assets less intangible assets and total liabilities, divided by 5,691,082 shares of common stock outstanding as of March 31, 2004.

Our pro forma net tangible book value as of March 31, 2004 was approximately $4.0 million, or $0.55 per share of common stock. Pro forma net tangible book value per share represents the amount of our total assets less intangible assets and total liabilities, divided by the pro forma number of shares of common stock outstanding as of March 31, 2004, after giving effect to the 1-for-23 reverse stock split to be completed prior to the completion of this offering, the conversion of our Series A preferred stock, plus accrued and unpaid dividends, into 1,015,438 shares of our common stock, assuming an initial public offering price of $15.00 per share, the conversion of our convertible preferred stock into 338,600 shares of common stock, plus the conversion of accrued and unpaid dividends on the convertible preferred stock into 288,799 shares of our common stock assuming an initial public offering price of $15.00 per share, immediately before the closing of this offering.

Dilution to net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the net tangible book value per share of common stock immediately after the completion of this offering. After giving effect to the sale of 2,500,000 shares of common stock offered in this offering by us and after deducting the underwriting discount and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of March 31, 2004, would have been approximately $37.8 million, or $3.84 per share of common stock. This represents an immediate increase in pro forma net tangible book value of $3.29 per share to existing stockholders and an immediate dilution in pro forma net tangible book value of $11.16 per share to investors purchasing our common stock in this offering.

The following table illustrates this per share dilution:


Assumed initial public offering price per share			$	15.00
Historical net tangible book value per share as of March 31, 2004	$	0.71
Pro forma net tangible book value per share as of March 31, 2004		0.55
Increase in pro forma net tangible book value per share attributable to new investors		3.29

As adjusted pro forma net tangible book value per share after this offering				3.84

Dilution in pro forma net tangible book value per share to new investors			$	11.16

The following table summarizes, on a pro forma basis as of March 31, 2004, the difference between the number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid by existing stockholders and by new investors purchasing shares of common stock from us in this offering. We have assumed an initial offering price of $15.00 per share and have not deducted the underwriting discount and estimated offering expenses payable by us in our calculations.



		Shares Purchased					Total Cash Consideration
												Average Price
		Number		Percent			Amount		Percent			Per Share

Existing stockholders⁽¹⁾			7,333,919		74.6	%	$	27,109,000		42.0	%	$	3.70
New investors⁽²⁾			2,500,000		25.4			37,500,000		58.0			15.00

	Total		9,833,919		100	%	$	64,609,000		100	%

(1) Includes 5,691,082 shares of common stock outstanding and 1,642,837 shares of common stock issuable upon the conversion of our outstanding Series A preferred stock and convertible preferred stock and the accrued and unpaid dividends thereon.

(2) The 3,700,000 shares in this offering include 1,200,000 shares to be sold by existing stockholders.

If the underwriters exercise their overallotment options in full, the following will occur:

• the number of shares of our common stock held by existing stockholders will decrease to approximately 72.5% of the 10,111,419 total number of shares of our common stock outstanding after this offering and

• the number of shares of our common stock purchased from us by new investors will increase to 2,777,500 shares, or approximately 27.5% of the total number of shares of our common stock outstanding after this offering.

The foregoing discussion and tables assume no exercise of any outstanding stock options after March 31, 2004. As of March 31, 2004, there were outstanding options issued under our stock option plans to purchase a total of 366,901 shares of common stock with a weighted average exercise price of $3.50 per share. See “Capitalization,” “Management — Employee Benefit Plans” and “Description of Capital Stock.” If all of these options are exercised, there will be further dilution to new investors as follows:



	Shares Purchased					Total Consideration					Average
											Price Per
	Number		Percent			Amount		Percent			Share

Existing stockholders		7,333,919		71.9	%		$27,109,000		41.1	%		$3.70
Shares subject to options		366,901		3.6			1,284,153		1.9			3.50
New investors		2,500,000		24.5			37,500,000		57.0			15.00

Total		10,200,820		100	%		$65,893,153		100	%

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data has been prepared using the historical financial statements of:

• our predecessor, Bio-Rad SMD, for the year ended December 31, 1999 and the period from January 1, 2000 through July 31, 2000 and

• Accent Optical Technologies for the period from April 6, 2000 (we acquired Bio-Rad SMD in July 2000) through December 31, 2000, and each of the years ended December 31, 2001, 2002 and 2003, and the three months ended March 31, 2003 and 2004.

The historical financial statements for the years ended December 31, 2001, 2002 and 2003 and as of December 31, 2002 and 2003, have been audited and are included elsewhere in this prospectus. The historical financial statements for the period from April 6, 2000 to December 31, 2000 and as of December 31, 2000 have been audited but are not included in this prospectus. These historical financial statements have been audited by independent accountants who have ceased operations. Due to the significant changes in our operations since July 31, 2000, we believe that the financial information of our predecessor is not directly comparable to our current results of operations. The interim historical financial statements for the three months ended March 31, 2003 and 2004 are unaudited. The unaudited interim financial statements have been prepared on the same basis as our audited annual financial statements and, in our opinion, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the results of operations for the periods ended March 31, 2003 and 2004. Our historical results are not necessarily indicative of results for any future period. You should read this selected consolidated financial data together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the notes to those statements included elsewhere in this prospectus.



				Predecessor Company				Accent Optical Technologies

								Period from
								April 6,
						Period from		2000 (date of									Three Months
				Year Ended		January 1 to		inception) to		For the Years Ended							Ended
				December 31,		July 31,		December 31,		December 31,							March 31,

				1999		2000		2000		2001			2002		2003		2003		2004


				(in thousands)				(in thousands, except per share data)

																	(unaudited)
Consolidated Statement of Operations Data:
Revenues
	Products				$32,691		$24,731		$31,822		$63,409			$30,402		$28,078		$8,728		$8,264
	Services				4,607		3,674		2,058		6,583			7,774		9,477		2,070		2,533

			Total revenues		37,298		28,405		33,880		69,992			38,176		37,555		10,798		10,797

Cost of revenues
	Products (including stock compensation of $12, $13, $14, $3 and $10 for the years ended December 31, 2001, 2002, 2003 and the three months ended March 31, 2003 and 2004, respectively)				13,475		10,314		13,289		26,696			16,219		14,103		4,612		3,708
	Services (including stock compensation of $26, $26, $27, $7 and $15 for the years ended December 31, 2001, 2002, 2003 and the three months ended March 31, 2003 and 2004, respectively)				3,246		2,421		2,452		4,599			4,057		4,698		1,288		1,541

		Total cost of revenues			16,721		12,735		15,741		31,295			20,276		18,801		5,900		5,249

		Gross profit			20,577		15,670		18,139		38,697			17,900		18,754		4,898		5,548

Operating expenses
	Research and development				5,627		3,985		2,733		7,460			6,166		6,979		1,811		1,633
	Selling, general and administrative				10,349		7,579		7,103		23,417	⁽¹⁾		15,324		15,401		4,275		3,723
	Restructuring costs				—		—		—		145			274		126		—		—
	In-process research and development of acquired business				—		—		4,600		—			—		—		—		—
	Amortization of acquired intangibles and goodwill				—		—		1,228		3,050			1,676		555		293		159

footnotes on following page



			Predecessor Company						Accent Optical Technologies

									Period from
									April 6,
						Period from			2000 (date of												Three Months
			Year Ended			January 1 to			inception) to			For the Years Ended									Ended
			December 31,			July 31,			December 31,			December 31,									March 31,

			1999			2000			2000			2001			2002			2003			2003			2004


			(in thousands)						(in thousands, except per share data)

																					(unaudited)
	Amortization of deferred stock compensation			—			—			51			297			306			327			76			157
	Impairment of acquired intangibles			—			—			—			3,951	⁽²⁾		2,500	⁽²⁾		156			—			—

		Total operating expenses		15,976			11,564			15,715			38,320			26,246			23,544			6,455			5,672

		Income (loss) from operations		4,601			4,106			2,424			377			(8,346	)		(4,790	)		(1,557	)		(124	)

Other expenses
	Interest expense, net			—			—			1,226			1,347			1,414			1,676	⁽³⁾		408			485 ⁽³	⁾
	Other expense, net			—			—			245			738			423			732			347			176

		Total other expenses, net		—			—			1,471			2,085			1,837			2,408			755			661

		Income (loss) before income taxes		4,601			4,106			953			(1,708	)		(10,183	)		(7,198	)		(2,312	)		(785	)
	Benefit (provision) for income taxes			(1,226	)		(1,635	)		(557	)		(2,696	)		894			166			(7	)		—

		Net income (loss)		$3,375			$2,471			396			(4,404	)		(9,289	)		(7,032	)		(2,319	)		(785	)

Cumulative dividends on preferred stock										(713	)		(2,684	)		(2,880	)		(3,022	)		(748	)		(815	)

Net loss attributable to common stockholders										$(317	)		$(7,088	)		$(12,169	)		$(10,054	)		$(3,067	)		$(1,600	)

Net loss per share — basic and diluted										$(0.12	)		$(1.39	)		$(2.31	)		$(1.82	)		$(0.57	)		$(0.29	)

Weighted average shares outstanding — basic and diluted⁽⁴⁾										2,582			5,093			5,265			5,512			5,393			5,578

Pro forma per share amounts:
	Pro forma net loss per share — basic and diluted⁽⁵⁾																		$(0.99	)					$(0.11	)

	Weighted average shares outstanding used in pro forma calculations — basic and diluted⁽⁴⁾⁽⁵⁾																		7,100						7,221

(1) Includes costs associated with transition from a division of Bio-Rad to a stand-alone entity.

(2) Relating to the carrying value of intangibles acquired as part of the Bio-Rad SMD acquisition.

(3) Reflects $1.8 million and $502,000 of interest expense for the year ended December 31, 2003 and the three months ended March 31, 2004, respectively, relating to debt that we plan to repay with the proceeds of the offering.

(4) Restated to reflect completion of a 1-for-23 reverse stock split prior to the consummation of this offering.

(5) Pro forma net loss per share and pro forma shares used in computing pro forma net loss per share are calculated as if all outstanding shares of Series A preferred stock, plus accrued and unpaid dividends, convert into 982,078 and 1,015,438 shares of common stock (assuming an initial public offering price of $15.00 per share), all outstanding shares of convertible preferred stock convert into 338,600 and 338,600 shares of common stock, and accrued and unpaid dividends on the convertible preferred stock convert into 267,570 and 288,799 shares of common stock (assuming an initial public offering price of $15.00 per share) at December 31, 2003 and March 31, 2004, respectively.



														For the Periods
		For the Years Ended December 31,												Ended March 31,

		2000⁽¹⁾			2001			2002			2003			2003			2004


		(in thousands)

														(unaudited)
Consolidated Statement of Cash Flows Data:
Cash provided by (used in):
	Operating activities		$5,292		$	12,044		$	(2,235	)	$	(4,713	)	$	1,056		$	249
	Investing activities		(30,289	)		(2,012	)		(1,544	)		(1,533	)		(127	)		314
	Financing activities		37,290			(4,820	)		(3,057	)		(1,317	)		(322	)		(181	)

(1) For the period from April 6, 2000 (date of inception) to December 31, 2000.


	Predecessor
	Company		Accent Optical Technologies


	December 31,		As of December 31,
											As of March 31,
	1999		2000		2001		2002		2003		2004


	(in thousands)
											(unaudited)
Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term investments		—	$	12,352	$	17,273	$	11,239		$5,508	$	5,739
Working capital	$	12,722		27,831		24,329		20,026		16,641		16,510
Total assets		20,141		65,853		56,692		40,837		33,629		36,028
Long-term debt, less current portion		—		18,592		15,512		14,736		14,272		13,960
Total stockholders’ equity		—		25,686		21,354		13,237		7,474		7,347

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those statements included elsewhere in this prospectus. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives and intentions. As a result of many factors, such as those set forth under “Risk Factors” and elsewhere in this prospectus, our actual results may differ materially from those anticipated in these forward-looking statements.

Overview

We design, manufacture, sell and service a broad suite of process control and metrology systems used by manufacturers of semiconductor wafers and compound and silicon semiconductor devices for the advanced computing, communications and consumer electronics markets. Our systems measure optical, electrical and material properties, including the structural composition of compound and silicon semiconductor wafers, the amount of impurities or contaminants in semiconductor devices, electron mobility and the wavelength and intensity of light emitted by LEDs and laser diodes. Our systems also measure the degree of alignment and dimensions of semiconductor device features. Customers use our process control and metrology systems to lower their costs by enhancing their manufacturing efficiency and increasing their production yields, and to improve their product performance and quality. We sell our systems globally to leading semiconductor device and wafer manufacturers, including IBM, Samsung, Intel, Toshiba, Shin-Etsu Handotai, Komatsu Silicon, Nichia, Sony, DongbuAnam Semiconductor, Matsushita Chemical, Semiconductor Manufacturing International Corp., Texas Instruments and STMicroelectronics.

Our business is principally comprised of Bio-Rad SMD, which we acquired on July 31, 2000. To further our business objectives, we have since acquired three additional businesses. Amecon, acquired for cash in 2001, provided us with certain technologies which we have not yet commercialized. GaAsCode, acquired for cash in 2001, provided us with our DIVA product line. In 2002, we purchased a portion of the Waterloo, Canada business of Philips Electronics, which expanded our photoluminescence mapping product line and provided us with our x-ray diffraction product line. The consideration for this acquisition consisted of a nominal amount of cash, together with assumed liabilities. Our results of operations include the results from each of these acquired businesses from their respective dates of acquisition.

The markets which we serve are subject to sharp cyclical changes in supply and demand. We base our business activities in large part upon anticipated capital spending by semiconductor industry manufacturers. These spending levels are influenced by general economic conditions affecting demand for end products, production capacity relative to existing and projected demand, the manufacturer’s existing and projected profitability and cash flows, new technologies requiring replacement equipment, and other competitive changes affecting the market for semiconductor devices. According to Gartner, worldwide semiconductor capital spending increased 14.6% in 1999 and 82.0% in 2000. Following these periods of strong growth, capital spending declined 29.3% in 2001 and 38.5% in 2002. In 2003, capital spending grew approximately 5.7%. (Year-End 2003 Semiconductor Manufacturing Market Capital Spending, February 17, 2004.) Our revenues decreased from $70.0 million in 2001 to $38.2 million and $37.6 million in 2002 and 2003, respectively, in large part due to these industrywide trends. Gartner projects that worldwide semiconductor capital spending will increase in the near term by 27.9% in 2004 and 48.9% in 2005. Gartner’s longer-term forecast projects that worldwide semiconductor capital spending will decrease by 7.6% in 2006 and 26.9% in 2007, followed by an increase of 11.7% in 2008. (Year-End 2003 Semiconductor Manufacturing Market Capital Spending, February 17, 2004.)

A significant portion of our revenues in each quarter and year has been derived from sales to relatively few customers, and we expect this characteristic of our business to continue. In 2003, together with our distributors, we sold our lattice engineering metrology systems and photolithography process control and metrology systems to 96 customers. Sales to our top five customers accounted for 37.0%,

39.0%, and 42.9% of our revenues in 2001, 2002, and 2003, respectively. Sales to IBM, our largest customer in 2003, accounted for 10.1% of our revenues in 2002 and 14.9% of our revenues in 2003. Sales to Samsung were 10.3% of our revenues during 2003. Sales to Intel represented 29.3%, 13.5% and 9.5% of our revenues in 2001, 2002 and 2003, respectively. In addition to our system sales, we derive a substantial portion of our revenues from service and technical support that we provide to our customers. Service and technical support represented 9.4%, 20.4% and 25.2% of our total revenues in 2001, 2002 and 2003, respectively. Our service and technical support revenues have increased in absolute terms as the installed base of our systems has grown. Additional factors affecting these revenues include the proportion of our systems sales represented by overlay systems, which generate higher levels of service revenue than our other systems, the level of factory utilization of our systems by our customers, and our success in selling post-warranty service contracts.

We derive a substantial portion of our total revenues from sales outside the United States. Sales in Japan, in particular, have increased as a percentage of our revenues due to higher demand for our lattice engineering metrology systems from Japanese customers who increased their capital spending budgets for HBLED, bare silicon wafer and semiconductor device manufacturing. According to Gartner, semiconductor capital spending in Japan grew 36.0% in 2003 versus 5.7% worldwide growth. (Year-End 2003 Semiconductor Market Capital Spending, February 17, 2004.) We expect demand in Japan to grow in the short-term at a rate similar to worldwide growth. In the long-term, we expect slower growth in Japan as a result of a shift in semiconductor production from the United States, Japan and Europe to emerging Asian economies. During 2003, 63.1% of our revenues were derived from customers outside of the United States. Managing our global operations presents challenges and involves uncertainties that may affect our business, financial condition and results of operations. Substantially all of our revenues to date, except revenues in Japan, have been denominated in United States dollars.

The geographic distribution of our revenues is as follows:



		For the Years Ended
		December 31,

		2001			2002			2003

United States			57.8	%		42.7	%		36.9	%
Japan			13.7			14.4			26.2
Asia (excluding Japan)			18.2			28.8			24.6
Europe			10.3			14.1			12.3

	Total		100.0	%		100.0	%		100.0	%

We acquired Bio-Rad SMD in July 2000 for approximately $36.4 million (excluding $6.6 million in assumed liabilities), which consisted of $27.2 million in cash, a subordinated note payable to Bio-Rad in the original principal amount of $8.0 million and the issuance to Bio-Rad of 21,951,000 shares of our common stock valued at $220,000 (based on the most recent issuance of common stock at the time of the acquisition), representing approximately 20% of our issued and outstanding common stock immediately after the acquisition, and incurred transaction costs of approximately $1.0 million. We financed the acquisition with bank debt, loans from stockholders, a subordinated note issued to Bio-Rad and proceeds from the issuance of common and preferred stock. We have also made three other subsequent cash acquisitions. A summary of our purchase transactions is outlined as follows (dollars in thousands):


				Cost, Including		Acquired		In-Process Research
Acquisition		Acquired		Assumed Liabilities &		Intangible		and Development
Year		Company/Assets		Transaction Expenses		Assets		Expenses

	2000		Bio-Rad SMD	$	43,000	$	14,700	$	4,600
	2001		Amecon		135		135		—
	2001		GaAsCode		530		530		—
	2002		Waterloo		2,340		1,140		—

Each year, as part of our review of our financial results, we perform an assessment of the carrying value of our long-lived assets to be held and used, including acquired intangible assets other than goodwill.

The assessment is performed pursuant to Statement of Financial Accounting Standards, or SFAS, No. 144 and is determined using undiscounted cash flows. For the years ended December 31, 2001 and 2002, as a result of the significant negative industry and economic trends affecting our operations and expected future sales, as well as the general decline of technology company valuations, we concluded that the carrying value of our acquired intangibles, primarily developed technology related to our Bio-Rad SMD acquisition, was impaired and took impairment charges of approximately $4.0 million and $2.5 million, respectively. We recorded an impairment charge of approximately $156,000 for the year ended December 31, 2003 related to the assets we acquired from the Waterloo, Canada business of Philips Electronics. This impairment is primarily related to the continuing substantial development efforts required for certain product lines that we acquired.

During 2002 and 2003 we consolidated certain operations and reduced our number of employees worldwide to enhance operational efficiencies and reduce operating costs to a level more commensurate with industry conditions at that time. In late 2002 and early 2003 we reduced our workforce and closed our Waterloo, Canada facility. Also during 2003, we closed our Albuquerque, New Mexico and Randolph, Massachusetts facilities.

We sell our systems primarily through our direct sales force and in certain locations or for certain products through sales representatives and distributors. Our sales cycle can range from two to 24 months. Sometimes our sales cycle can be much longer than 24 months, particularly with our international customers. Due to the length of these cycles, we invest significantly in research and development and sales and marketing in advance of generating revenues related to these investments. Additionally, we do not have purchase contracts with any of our customers that obligate them to continue to purchase our systems, and they could cease purchasing systems from us at any time. Generally, our customers are able to delay or cancel orders, often without penalty. A delay in purchase or cancellation by any of our large customers could cause our quarterly revenues to vary significantly. Given the high price of certain of our systems, a small change in the number of systems we sell or in our product mix may cause significant changes in our operating results and financial position.

Our revenues and gross profits are significantly affected by the prices at which we can sell our systems. We operate in an intensely competitive market and we sell to customers that have significant buying power. Both of these factors can result in downward pricing pressure. Our gross profits as a percentage of revenues are also affected from period to period by our product mix, composition of service and technical support revenues, the impact of sales volumes on our factory utilization, and inventory adjustments and changes to warranty reserves. Our lattice engineering metrology systems, which represented 59.8% of our systems revenues during 2003, typically have higher gross margins than our photolithography process control and metrology systems. Within service and technical support, spare parts sales typically generate higher gross margins than other activities.

Results of Operations

The following describes certain of the line items appearing in our consolidated statements of operations.

Revenues. We currently derive revenues from the sales of systems to semiconductor wafer and device manufacturers and by providing service and technical support to our customers. Service and technical support include non-warranty maintenance, spare parts sales and contract services.

Cost of Revenues and Gross Profit. We manufacture most of our systems in York, United Kingdom. We use third party suppliers for components of our systems, the most significant of which are robotic front-ends, lasers, environmental chambers and stages. We use subcontractors for services such as general machining, cable assembly and electronic board and rack manufacture. Accordingly, a majority of our cost of revenues consists of payments to our suppliers and subcontractors. Cost of products revenues also encompasses our internal manufacturing, which primarily consists of direct labor, a portion of our facilities costs, and installation and warranty costs. Cost of revenues for services primarily consists of service and technical support personnel and spare parts.

Research and Development. Research and development expenses primarily consist of salaries and related personnel costs, fees paid to consultants and outside service providers, and prototype costs related to the fabrication of our systems. We expense our research and development costs as they are incurred. Several components of our research and development initiatives require significant expenditures, such as prototype expenses, the timing of which can cause significant quarterly variability in our expenses. Because our research and development is critical to our future success, we expect to continue to incur significant research and development expenditures.

Selling, General and Administrative. Selling, general and administrative expenses consist primarily of salaries, commissions and related expenses for executives, as well as finance, accounting, information services, human resources, recruiting, professional fees and other corporate expenses, and costs associated with selling and marketing activities. We expect these expenses to increase over the next year as we hire additional sales and marketing personnel, initiate additional marketing programs to support our systems, amortize deferred stock compensation associated with our stock option plan, add personnel and incur additional costs related to the continued growth of our business. We also expect to have increased costs associated with being a public company, including higher legal, auditing, administrative support and directors’ and officers’ insurance expenses.

Amortization of Acquired Intangibles and Goodwill. Acquired intangibles and goodwill consist of, respectively, identifiable intangible assets and the excess of purchase price over identifiable assets, in each case arising from our acquisitions of Bio-Rad SMD and the other businesses and related assets that we have acquired. Through 2001, we amortized acquired intangibles and goodwill over three to five years. Beginning in 2002, we no longer amortized goodwill or intangible assets with indefinite lives because of our adoption of SFAS No. 142.

Amortization of Deferred Stock Compensation. We have incurred, and expect to incur in future periods, amortization of deferred stock compensation, which represents non-cash charges incurred as a result of the issuance of stock options to employees with exercise prices lower than the fair market value of our common stock. These charges are recorded based on the difference between the deemed fair value of our common stock and the option exercise price of such options at the date of grant. The unamortized deferred stock compensation was $743,000 at December 31, 2003. We granted additional options in January 2004 and March 2004 which will increase deferred stock compensation by an aggregate of $1.9 million. This amount is presented as a reduction of stockholders’ equity and is being amortized using a straight-line method over the vesting period of the applicable options, generally four years. Based upon outstanding options through March 2004, we expect to amortize deferred stock compensation of $878,000, $600,000, $600,000 and $576,000 in 2004, 2005, 2006 and 2007, respectively.

Interest Expense. Interest expense consists of interest on our subordinated note payable to Bio-Rad, which bears interest at 13.5% per annum, floating rate bank debt and capitalized leases. Through December 31, 2003, semi-annual interest on the Bio-Rad note was added to the outstanding principal. In November 2003, the Bio-Rad note was amended to provide for current payments of interest beginning in July 2004 and for the remainder of its term. We intend to use a portion of the net proceeds from this offering to repay both the Bio-Rad note and bank debt.

Provision for Income Taxes. As of December 31, 2003, we had net operating loss carryforwards before valuation allowance of $13.2 million. These net operating loss carryforwards will expire at various dates beginning in 2007. A valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax asset will not be realized. We recorded a valuation allowance on net deferred tax assets of $3.5 million and $6.6 million at December 31, 2002 and 2003, respectively.

The following table shows our consolidated statements of operations as a percentage of revenue for the periods indicated.



												Three Months Ended
			For the Years Ended December 31,									March 31,

			2001			2002			2003			2003			2004


												(unaudited)
Revenues
	Products			90.6	%		79.6	%		74.8	%		80.8	%		76.5	%
	Services			9.4			20.4			25.2			19.2			23.5

		Total revenues		100.0			100.0			100.0			100.0			100.0

Cost of revenues
	Products			38.1			42.5			37.6			42.7			34.3
	Services			6.6			10.6			12.5			11.9			14.3

		Total cost of revenues		44.7			53.1			50.1			54.6			48.6

		Gross profit		55.3			46.9			49.9			45.4			51.4

Operating expenses
	Research and development			10.7			16.2			18.6			16.8			15.1
	Selling, general and administrative			33.5			40.1			41.0			39.6			34.5
	Restructuring, impairment and amortization			10.6			12.5			3.1			3.4			3.0

		Total operating expenses		54.8			68.8			62.7			59.8			52.6

		Income (loss) from operations		0.5			(21.9	)		(12.8	)		(14.4	)		(1.2	)

Other expenses
	Total other expenses, net			2.9			4.8			6.4			7.0			6.1

		Income (loss) before income taxes		(2.4	)		(26.7	)		(19.2	)		(21.4	)		(7.3	)

	Benefit (provision) for income taxes			(3.9	)		2.3			0.4			(0.1	)		0.0

		Net loss		(6.3	)%		(24.4	)%		(18.8	)%		(21.5	)%		(7.3	)%

Three Months Ended March 31, 2004 and March 31, 2003

Revenues. Our revenues were unchanged at $10.8 million for the three months ended March 31, 2004 when compared to the three months ended March 31, 2003, as a decline in product revenues was offset by an increase in service revenues. The first three months of 2003 included higher revenues for our overlay systems as a wafer manufacturing customer accepted multiple systems as part of a capacity expansion. The increase in service revenue in the three months ended March 31, 2004 resulted from the higher utilization of our installed base, additional sales of spare parts, and billable service and contract revenue from systems which had previously been under warranty.

Cost of Revenues and Gross Profit. Our gross profit increased $0.7 million in the three months ended March 31, 2004 as compared to the three months ended March 31, 2003. Gross profit as a percentage of revenues increased to 51.4% in the three months ended March 31, 2004 from 45.4% in the three months ended March 31, 2003. This improvement in gross margin of 6.0% was primarily due to reduced costs from operational efficiencies in the manufacturing and service operations as a result of our restructuring and consolidation efforts.

Research and Development. Research and development expenses declined $0.2 million, or 9.8%, to $1.6 million in the three months ended March 31, 2004 as compared to the three months ended March 31, 2003. Research and development expenses as a percentage of revenues were 15.1% and 16.8%

in the three months ended March 31, 2004 and the three months ended March 31, 2003, respectively. The decrease was a result of a reduction in the number of personnel performing research and development activities in the three months ended March 31, 2004.

Selling, General and Administrative. Selling, general and administrative expenses declined $552,000, or 12.9%, in the three months ended March 31, 2004 as compared to the three months ended March 31, 2003. As a percentage of revenues, selling, general and administrative costs declined 5.1% to 34.5% in the three months ended March 31, 2004 from 39.6% in the first three months ended March 31, 2003. Factors which resulted in the decline in selling general and administrative costs included a reduction in the amortization of demonstration equipment, a reduction in the reserve for bad debt, and lower facilities and personnel costs associated with our restructuring and consolidation efforts, particularly a reduction in sales personnel in the Asia, partially offset by higher sales commissions.

Amortization of Acquired Intangibles and Goodwill. We amortized acquired intangibles of $159,000 in the three months ended March 31, 2004 and $293,000 in the three months ended March 31, 2003. The amortization of intangibles declined as certain intangible assets reached the end of their expected lives.

Amortization of Deferred Stock Compensation. We amortized deferred stock compensation of $182,000 in the three months ended March 31, 2004 and $86,000 in the three months ended March 31, 2003. The increase is a result of the amortization of a portion of $2.4 million in deferred stock compensation charges arising from stock option grants in October 2003, January 2004 and March 2004 at prices below their assumed fair value as determined by the then expected price for this offering. This deferred stock compensation will be amortized to results of operations over the next four years.

Total Other Expenses. Other expenses consist primarily of interest expenses and foreign currency fluctuations. Total other expenses declined $94,000 in the three months ended March 31, 2004 as compared to the three months ended March 31, 2003 on account of a modest decrease in foreign exchange expense. This was partially offset by a slight increase in interest expense in the three months ended March 31, 2004 as compared to the three months ended March 31, 2003 resulting from the semiannual compounding of the long-term note due Bio-Rad Corporation.

Years Ended December 31, 2003 and 2002

Revenues. Our revenues declined slightly in 2003 from 2002 as the worldwide downturn in the semiconductor industry continued. Revenues were $37.6 million in 2003, down 1.6% from $38.2 million in 2002. While products revenues declined 7.6% in 2003 from 2002 primarily due to decreased volume, service revenues offset a portion of this decline with an increase of 21.9%. The increase in service revenues resulted from our larger installed base of systems, higher factory utilization of our installed base and sales of spare parts, billable service and contract revenue from systems which had previously been under warranty. Revenues from U.S. customers declined as a percentage of total revenues, primarily as a result of lower sales to Intel. Sales to customers in Japan increased, both in absolute dollars and as a percentage of our revenues, due to higher demand for our lattice engineering metrology systems from Japanese customers who increased their capital spending budgets for HBLED, bare silicon wafer and semiconductor device manufacturing.

Cost of Revenues and Gross Profit. Our gross profit was $18.8 million, or 49.9% of our revenues, in 2003, and $17.9 million, or 46.9% of our revenues, in 2002. The increase in gross profit percentage from 2002 to 2003 was primarily attributable to three factors. First, we consolidated our manufacturing into our York facility and outsourced the remainder of our manufacturing requirements. Second, we reduced our work force to more appropriately match manufacturing and service expenses with our level of business. Finally, the gross profit in our service business increased due to improved utilization of our service and support staff and higher levels of spare parts sales, which generate higher gross profit than other service revenues. During the years ended December 31, 2003 and December 31, 2002 we recorded charges for excess and obsolete inventory of $1.4 million and $1.6 million, respectively. We recorded these charges based on the results of our regular analysis of inventories and their net realizable value based on current

market conditions and forecasted customer demand for related products. This analysis highlighted limited anticipated consumption of certain spare parts and reduced sales expectations for our older generation equipment due to product design changes, the industry downturn and product obsolescence.

Research and Development. Our research and development expenses were $7.0 million, or 18.6% of our revenues, in 2003, and $6.2 million or 16.2% of our revenues in 2002. Research and development expenses increased during 2003 due to increased development efforts on our SiPHER, x-ray diffraction and overlay systems. In addition, slightly more personnel were engaged in research and development efforts during 2003 than in 2002.

Selling, General and Administrative. Our selling, general and administrative expenses were $15.4 million, or 41.0% of our revenues, in 2003 and $15.3 million, or 40.1% of our revenues, in 2002. Expenses were slightly higher in 2003 due to shutdown costs associated with our Waterloo, Canada facility and costs associated with the reaudit of our 2000 and 2001 financial statements due to the discontinuance of operations by our former auditors. These factors were partially offset by reduced staffing of sales and administrative personnel as compared to 2002, and by the favorable impact of a reduction in our reserve for doubtful accounts during 2003.

Amortization of Acquired Intangibles and Goodwill. We amortized acquired intangibles of $555,000 in 2003 and $1.7 million in 2002. The reduction in 2003 primarily reflects the impact of impairment charges recognized in 2002, which reduced the level of amortizable intangibles.

Amortization of Deferred Stock Compensation. We amortized deferred stock compensation of $368,000 in 2003 and $345,000 in 2002.

Interest Expense. Net interest expense in 2003 and 2002 was $1.7 million and $1.4 million, respectively. Most of this interest expense is related to the Bio-Rad note. The increase in interest expense in 2003 resulted from higher average borrowings in 2003 as accrued interest was added to the principal balance of that note every six months through December 31, 2003. Beginning in 2004, we will be required to make interest payments on this note in cash. We expect to repay the note with a portion of the net proceeds from this offering.

Provision for Income Taxes. We recorded income tax benefit of $166,000 in 2003, as compared to a $894,000 income tax benefit in 2002. This tax benefit is related to our foreign sales and services operations. These benefits primarily reflect the benefit of net operating losses and the ability to carry back portions of these losses.

Years Ended December 31, 2002 and 2001

Revenues. Our revenues were $38.2 million in 2002, a 45.4% decline from $70.0 million in 2001. Products revenues declined by 52.1% based on decreased volume resulting from the decline in the semiconductor and telecommunications equipment industries. The decline in products revenue also resulted from Intel, our largest customer in 2001, shifting in 2002 from our 200mm overlay systems to 300mm overlay systems, which we do not supply to Intel. To reduce excess capacity and to liquidate insolvent operations, several of our customers resold used systems in third-party markets at reduced prices, causing additional competition in a period of reduced product demand. Service revenues increased by 18.1% from 2001 to 2002, reflecting the increase in our installed base.

Cost of Revenues and Gross Profit. Our gross profit was $17.9 million, or 46.9% of our revenues, in 2002, and $38.7 million, or 55.3% of our revenues, in 2001. The decline in gross profit as a percentage of products revenue was due to reduced factory utilization resulting from lower system sale volumes, manufacturing inefficiencies due to the rapid deterioration in market conditions and, to a lesser extent, lower average sales prices during 2002. During the years ended December 31, 2002 and December 31, 2001 we recorded charges for excess and obsolete inventory of $1.6 million and $2.2 million, respectively. We recorded these charges based on the results of our regular analysis of inventories and their net realizable value based on current market conditions and forecasted customer demand for related products. This analysis highlighted limited anticipated consumption of certain spare parts and sales expectations for

our older generation equipment due to product design changes, the industry downturn and product obsolescence.

Research and Development. Our research and development expenses were $6.2 million, or 16.2% of our revenues, in 2002, and $7.5 million, or 10.7% of revenues, in 2001. Because of a decline in the semiconductor industry, we reduced costs in 2002 by restraining spending. The lower revenues caused research and development expense to increase as a percent of revenues during 2002.

Selling, General and Administrative. Our selling, general and administrative expenses were $15.3 million, or 40.1% of our revenues, in 2002 and $23.4 million, or 33.5% of our revenues, in 2001. Selling, general and administrative personnel costs were lower in 2002 due to a reduction in personnel as part of various restructuring efforts, a decline in sales commissions due to lower revenues and our decision to restrain spending due to market conditions. Selling, general and administrative expenses in 2001 included the costs associated with an aborted financing transaction, increased spending on an information technology infrastructure and costs associated with the transition of Bio-Rad SMD to a stand-alone entity.

Amortization of Acquired Intangibles and Goodwill. We amortized acquired intangibles and goodwill of $1.7 million in 2002 and $3.1 million in 2001. This reduction reflects the discontinuance of amortization of goodwill, beginning in 2002, due to adoption of SFAS No. 142 and the impact of impairment charges taken in 2001, which reduced the level of amortizable intangibles.

Amortization of Deferred Stock Compensation. Amortization of deferred stock compensation charges was $345,000 in 2002 and $335,000 in 2001.

Interest Expense. Interest expense was $1.4 million in 2002 and $1.3 million in 2001. The slight increase in interest expense resulted from higher average borrowings in 2002, as accrued interest was added to the principal on the Bio-Rad note.

Provision for Income Taxes. We recorded an income tax benefit of $894,000 in 2002 versus income tax expense of $2.7 million in 2001. Income tax expenses were incurred despite net losses due to taxable income in certain foreign jurisdictions and temporary differences in the recognition of expenses for tax purposes versus financial reporting purposes. As of December 31, 2002, we had a valuation allowance against our gross deferred tax asset of $3.5 million. In addition, in both 2002 and 2001 we added to our valuation allowance on deferred tax assets. The valuation allowance was provided primarily because of our cumulative pre-tax losses during the periods since our inception. After these periods of losses, we have only recorded tax assets to the extent that we can recover taxes paid in prior periods.

Quarterly Results of Operations

The following table sets forth our unaudited selected quarterly results of operations data for the nine quarters in the period ended March 31, 2004 and such data expressed as percentages of our revenues for the same periods. This information has been prepared on the same basis as the audited consolidated financial statements appearing elsewhere in this prospectus and, in our management’s opinion, contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the unaudited quarterly results of operations set forth below. Results of operations for any previous quarter are not necessarily indicative of the results to be expected for the entire year or any future period.



		For the Quarters Ended

		March 31,		June 30,		Sept. 30,		Dec. 31,		March 31,		June 30,		Sept. 30,		Dec. 31,		March 31,
		2002		2002		2002		2002		2003		2003		2003		2003		2004


		(in thousands)
Consolidated Statement of Operations Data:
Revenues			$8,054		$9,488		$9,779		$10,855		$10,798		$10,060		$8,211		$8,486		$10,797
Cost of revenues			4,148		5,003		5,047		6,078		5,900		4,902		4,063		3,936		5,249

	Gross profit		3,906		4,485		4,732		4,777		4,898		5,158		4,148		4,550		5,548



			For the Quarters Ended

			March 31,			June 30,			Sept. 30,			Dec. 31,			March 31,			June 30,			Sept. 30,			Dec. 31,			March 31,
			2002			2002			2002			2002			2003			2003			2003			2003			2004


			(in thousands)
Operating expenses
	Research and development			1,510			1,581			1,456			1,619			1,811			1,985			1,580			1,603			1,633
	Selling, general and administrative			3,725			3,881			4,190			3,528			4,275			3,996			3,594			3,536			3,723
	Restructuring, amortization and impairment			495			584			690			2,987			369			222			194			379			316

		Total operating expenses		5,730			6,046			6,336			8,134			6,455			6,203			5,368			5,518			5,672
		Loss from operations		(1,824	)		(1,561	)		(1,604	)		(3,357	)		(1,557	)		(1,045	)		(1,220	)		(968	)		(124	)

Other (income) expenses				647			(312	)		528			974			755			488			42			1,123			661
Loss before provision for income taxes				(2,471	)		(1,249	)		(2,132	)		(4,331	)		(2,312	)		(1,533	)		(1,262	)		(2,091	)		(785	)

Benefit (provision) for income taxes				398			552			(56	)		—			(7	)		(97	)		(36	)		306			—

Net loss				$(2,073	)		$(697	)		$(2,188	)		$(4,331	)		$(2,319	)		$(1,630	)		$(1,298	)		$(1,785	)		$(785	)


As a Percentage of Revenues:
Revenues			100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenues			51.5		52.7		51.6		56.0		54.6		48.7		49.5		46.4		48.6

	Gross profit		48.5		47.3		48.4		44.0		45.4		51.3		50.5		53.6		51.4
Operating expenses
	Research and development		18.7		16.7		14.9		14.9		16.8		19.7		19.2		18.9		15.1
	Selling, general and administrative		46.3		40.9		42.8		32.5		39.6		39.7		43.8		41.7		34.5
	Restructuring, amortization and impairment		6.1		6.2		7.1		27.5		3.4		2.2		2.4		4.4		3.0

		Total operating expenses	71.1		63.8		64.8		74.9		59.8		61.6		65.4		65.0		52.6
		Loss from operations	(22.6	)	(16.5	)	(16.4	)	(30.9	)	(14.4	)	(10.3	)	(14.9	)	(11.4	)	(1.2	)

Other (income) expenses			8.0		(3.3	)	5.4		9.0		7.0		4.9		0.5		13.2		6.1
Loss before provision for income taxes			(30.6	)	(13.2	)	(21.8	)	(39.9	)	(21.4	)	(15.2	)	(15.4	)	(24.6	)	(7.3	)

Benefit (provision) for income taxes			4.9		5.8		(0.6	)	—		(0.1	)	(1.0	)	(0.4	)	3.6		0.0

Net loss			(25.7	)%	(7.4	)%	(22.4	)%	(39.9	)%	(21.5	)%	(16.2	)%	(15.8	)%	(21.0	)%	(7.3	)%

As more thoroughly discussed in “Risk Factors,” our operating results have historically been subject to significant quarterly and annual fluctuations. We anticipate that factors affecting our future operating results will include the timing of significant orders, the timing of new systems announcements and releases by us or our competitors, patterns of capital spending by our customers, market acceptance of new and enhanced versions of our systems, and changes in our pricing, our industry or in the markets served by our customers. We derive a substantial portion of our annual revenues from the sale of a relatively small number of systems. Our revenues and operating results for a period may be affected by the timing of orders received, orders shipped and system acceptances during that period. Revenues may decrease if we lose any of our significant customers, which will harm our operating results.

Our revenues varied between $8.1 million and $10.9 million during the nine quarters ended March 31, 2004. These quarters were characterized by a significant industry downturn. The volatility in our revenues during the period resulted from a variety of factors including: reduced customer capital spending budgets, design wins for our systems, substantial availability of competitive used equipment in third party markets and the impact of customers’ more demanding product specifications on timing of acceptance of our systems. Certain of our photolithography process control and metrology systems carry a higher average selling price than our other systems and the sale of a few systems can significantly influence our level of quarterly revenue. Service revenues have varied between $1.5 million and $2.5 million, generally trending higher in recent quarters. Revenues increased $2.3 million, or 27.2%, in the first quarter of 2004 when compared to the fourth quarter of 2003. The first quarter of 2004 benefited from increased sales of overlay systems, as compared to depressed levels of overlay systems sales in the fourth quarter of 2003.

Our gross profit fluctuates each quarter due to changes in product and service mix, the overall level of revenues, inventory adjustments and changes to our warranty reserves. In the last two quarters of 2003, we benefited from the release of excess warranty reserves, which were partially offset by inventory reserves taken during the same period. The net impact of these adjustments increased gross profit as a percentage of revenue by approximately 0.9% in the third quarter of 2003 and 4.6% in the fourth quarter of 2003. Excluding the impact of the foregoing adjustments, gross profit as a percentage of revenue increased 2.6% from the fourth quarter of 2003 to the first quarter of 2004 primarily as a result of increased manufacturing efficiencies associated with the increased revenues.

Our operating expenses have varied quarter to quarter, depending upon the timing of various restructuring efforts, the level of sales and timing and level of product development efforts. Our operating expenses declined in the last two quarters of 2003 as compared to the first two quarters of 2003 as our restructuring efforts have resulted in a lower operating expense run rate. The increase in selling, general and administrative costs in the first quarter of 2004 from the fourth quarter of 2003 is primarily the result of higher sales commissions on certain sales in Asia. Our expenses for the fourth quarter of 2002 included $2.5 million of impairment of intangibles.

Liquidity and Capital Resources

Since our inception in April 2000 we have financed our operations from the issuance of common and preferred stock and incurrence of debt and capital lease obligations, aggregating $43.9 million, and from cash generated by operating activities. Our working capital was $24.3 million, $20.0 million and $16.6 million at December 31, 2001, 2002 and 2003, respectively. Our cash equivalents and short-term investments were $17.3 million, $11.2 million and $5.5 million at December 31, 2001, 2002 and 2003, respectively. As of March 31, 2004, our working capital was $16.5 million and our cash equivalents and short-term investments were $5.7 million.

Net cash generated by operating activities was $12.0 million in 2001. Cash generated by operating activities in 2001 was provided by non-cash expenses and improved use of working capital, including a decrease in accounts receivable by $11.2 million between December 31, 2000 and December 31, 2001. Cash used by operating activities was $2.2 million and $4.7 million in 2002 and 2003, respectively. The increase in cash used by operating activities from 2002 to 2003 primarily resulted from a decrease of $1.4 million in accrued liabilities, an increase of $1.2 million in accounts receivable and a slightly larger net loss prior to the impact of the impairment of intangibles. Accounts receivable increased in 2003, despite a 1.6% reduction in revenues, largely as a result of the high proportion of fourth quarter sales that occurred in the last month of the quarter, as compared to the prior year. The increase in income taxes receivable was due to losses incurred that are carried back to yield a refund that offsets prior year tax payments. Net cash generated by operating activities was $249,000 for the three months ended March 31, 2004, as compared to $1.1 million for the three months ended March 31, 2003. The decrease in cash generated by operating activities primarily resulted from increasing inventories in the first quarter of 2004 as compared to decreasing inventories during the comparable period in 2003.

Net cash used in investing activities was $2.0 million, $1.5 million and $1.5 million for 2001, 2002 and 2003, respectively. Investing activities during each of these years consisted primarily of our acquisition of businesses and related assets. Capital expenditures were $3.0 million, $1.2 million and $408,000 in 2001, 2002 and 2003, respectively. Capital expenditures for 2001 through 2003 were primarily used to upgrade our information technology equipment. Net cash generated by investing activities was $314,000 for the three months ended March 31, 2004, as compared to net cash used in investing activities of $127,000 for the three months ended March 31, 2003. The increase in net cash generated by investing activities primarily resulted from the maturing of short-term investments.

Net cash used in financing activities was $4.8 million, $3.1 million and $1.3 million in 2001, 2002 and 2003, respectively. Cash used in financing activities primarily consisted of payments on debt incurred in connection with our acquisition of Bio-Rad SMD, as described below. Net cash used in financing activities was $181,000 for the three months ended March 31, 2004, as compared to $322,000 for the three

months ended March 31, 2003. The decrease in net cash used in financing activities primarily resulted from the exercise of stock options.

We issued a note for $8.0 million to Bio-Rad in connection with our acquisition of Bio-Rad SMD in July 2000. This note bears interest at a rate of 13.5% per annum and was originally scheduled to mature on July 31, 2005. Accrued interest has been added to the principal balance each June 30 and December 31 since issuance, and the principal balance of this note was $12.6 million at December 31, 2003. In November 2003, we renegotiated the terms of this note to extend the maturity date to July 31, 2007 and to require that cash interest payments be made semi-annually beginning on June 30, 2004. The Bio-Rad note must be repaid in full with the net proceeds of this offering.

As an additional source of financing for the Bio-Rad SMD acquisition, we borrowed approximately $19.0 million from Fleet National Bank through two term loans. These loans were secured by substantially all of our assets. We repaid approximately $14.0 million of these two loans and refinanced the balance in December 2002 with a new term loan from Comerica Bank. The Comerica Bank loan is secured by all of our assets and the assets of our subsidiaries. The loan bears interest at the lower of either Comerica Bank’s prime rate or LIBOR plus 2.75%. At March 31, 2004, the interest rate on the Comerica Bank loan was 3.97% per annum. The loan is payable in 48 monthly installments of principal, plus accrued interest on amounts outstanding. At March 31, 2004, the balance on the Comerica Bank loan was $3.4 million. The loan contains certain financial covenants and may be prepaid in whole or in part without penalty or premium. We expect to pay the balance of this loan with the net proceeds from this offering.

The following is a summary of our contractual commitments and obligations as of March 31, 2004 (in thousands):



		Amount of Commitment Maturing by Year

												2007 and
		Total		2004		2005		2006		2007		Beyond

Bio-Rad Note		$	13,014		$1,242		—		—	$	11,772		—
Comerica Bank Loan			3,438		1,250	$	938	$	1,250		—		—
Purchase Order Commitments			4,139		4,139		—		—		—		—
Capital and Operating Leases			5,251		1,002		1,127		639		526	$	1,957

	Total	$	25,842		$7,633	$	2,065	$	1,889	$	12,298	$	1,957

Our future capital requirements will depend on many factors, including our sales growth, market acceptance of our existing and new systems, the amount and timing of our research and development expenditures, the timing of our introduction of new systems, expansion of our sales and marketing efforts, potential acquisitions and working capital. We believe that our existing capital resources and cash generated from operations, will be sufficient to fund our current operating plan for the next twelve months, although we are seeking to raise additional capital during that period through this offering. There can be no assurance that we will not require additional financing or that additional equity or debt financing, if required, will be available on satisfactory terms.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements requires that we make certain estimates and judgments that affect amounts reported and disclosed in our consolidated financial statements and related notes. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. The following are the critical accounting policies that we believe require significant estimation and management judgment.

Revenue Recognition. Our revenue recognition policy complies with Staff Accounting Bulletin No. 104 and its related implementation guidance. Our revenues are derived from the sale of our systems and from fees associated with service and technical support offered to our customers. Revenues from systems sales are recognized when persuasive evidence of an arrangement exists, delivery has occurred or

services have been rendered, the price is fixed and determinable and collectibility is reasonably assured. For sales of standard systems to existing customers who have purchased the same equipment with the same customer-specified acceptance provisions in the past, revenue is recognized upon title transfer, which is generally upon shipment of the system to the customer. For sales of existing systems with new specifications or acceptance clauses to a new customer, and for all sales of new systems, revenue is recognized upon customer acceptance. Service and technical support for systems is provided under separate maintenance agreements. Revenues from maintenance agreements, typically from one to two years, are recognized ratably over the term of the respective agreement as the service is provided.

Product sales to distributors are recognized upon transfer of title, which is generally upon shipment of the product to the distributor or the end customer.

Revenue on the sale of spare parts is recognized when persuasive evidence of an arrangement exists (a binding purchase order is received), delivery has occurred, the price is fixed and determinable and collectibility is reasonably assured. Title and the risk and rewards of ownership transfer upon shipment of the spare parts and revenue is recognized upon shipment.

Valuation of Accounts Receivable/ Doubtful Accounts. The allowance for doubtful accounts is estimated based on past collection history and known trends with current customers. The risk related to accounts receivable is mitigated by sales to well-established companies, ongoing credit evaluation of our customers, and frequent contact with our customers, especially our most significant customers, thus enabling us to monitor current changes in business operations and to respond accordingly. Our estimates for allowance for doubtful accounts are reviewed and updated on a quarterly basis. Changes to the reserve occur based upon changes in revenue levels, associated balances in accounts receivable and estimated changes in credit quality. Our allowance for doubtful accounts totaled $1.1 million, $742,000 and $673,000, respectively, at December 31, 2002, December 31, 2003 and March 31, 2004. Actual losses from accounts receivable have been within our estimates.

Inventory Valuation. Inventories are stated at the lower of cost (first-in, first-out method) or market. Finished goods and work-in-process include cost of materials, labor and manufacturing overhead costs. Reserves, when required, are recorded to reduce excess and obsolete inventories to their estimated net realizable values. Because of the long-lived nature of many of our systems, we maintain a substantial supply of parts for possible use in future repairs and customer field service. As these service parts become older, we apply a higher reserve percentage against the recorded balance, recognizing that the older the part, the less likely it will be used. If circumstances related to our inventories change, our estimates of the value of inventory could materially change. We record estimated inventory write-downs quarterly as a component of cost of revenues. Inventory reserves of $9.3 million, $10.6 million and $10.6 million were recorded at December 31, 2002, December 31, 2003 and March 31, 2004, respectively.

Stock-Based Compensation. We account for stock-based employee compensation arrangements in accordance with the provisions of Accounting Principles Board, or APB, Opinion No. 25, Accounting for Stock Issued to Employees, and comply with the disclosure provisions of SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure, Amendment to SFAS No. 123. Under APB No. 25, compensation expense is based on the difference, if any, on the date of grant, between the fair value of the stock and the exercise price of the option. We account for stock and stock options issued to non-employees in accordance with the provisions of Emerging Issues Task Force Consensus on Issue No. 96-18, Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring or in Conjunction with Selling, Goods or Services. Compensation and services expense are recognized over the vesting period of the options or the periods the related services are rendered, as appropriate.

Income Taxes. Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for the difference between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Deferred income taxes are recorded at the tax rates expected to be in effect when amounts are to be included in future taxable income. We regularly assess the recoverability of deferred tax assets and record a valuation allowance to reduce the deferred tax assets to

the amounts believed to be realizable, considering whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon carry back to prior periods, tax planning strategies, the scheduled reversal of deferred tax liabilities and the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon our recent taxable losses and the uncertainty of future taxable income, we have recorded, and continue to believe that it is appropriate to record, a full valuation allowance against the deferred tax assets. The valuation allowance at December 31, 2003 was $6.6 million.

Product Installation and Warranty Expense. At the time product revenue is recognized, we provide for estimated installation and warranty costs, typically for a period of 12 to 24 months. We estimate the cost of installation and warranty based on historical installation costs and actual field repair rates. While we believe that the warranty provisions are adequate over the average life of products sold, the timing of installation and warranty repairs may result in fluctuations in quarter-to-quarter costs. We re-evaluate the adequacy of our warranty reserves on a quarterly basis.

Acquired Intangibles and Goodwill. Acquired intangibles and goodwill represent, respectively, developed technology and assembled work force and the purchase price in excess of identifiable assets arising from acquisitions. Through 2001 acquired intangibles were amortized on a straight-line basis over their remaining estimated economic lives of between three and five years.

In July 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 142, Goodwill and Other Intangible Assets. Under SFAS No. 142, goodwill and intangible assets with indefinite lives are no longer amortized. In addition, SFAS No. 142 no longer recognizes assembled work force as an intangible asset separate from goodwill. Assembled work force has been combined with goodwill for all periods presented. The effect of adopting SFAS No. 142 reduced amortization expense by $837,000 annually, beginning in 2001.

Upon implementation of SFAS No. 142, we were required to evaluate goodwill for impairment. In addition, under SFAS No. 142 goodwill and intangible assets with indefinite lives are no longer amortized but are reviewed annually for impairment, or more frequently if impairment indicators arise. If we determine that the carrying value of goodwill will not be recoverable, we calculate and record impairment losses using future discounted cash flows. We estimate future discounted cash flows using assumptions about our expected future operating performance. Our estimates of discounted cash flows may differ from actual cash flow due to, among other things, technological changes, economic conditions, or changes to business operations. We have completed our annual testing in 2002 and 2003 and have determined that there was no impairment of goodwill.

Impairment of Long-Lived Assets. Property, plant and equipment are reviewed for impairment in accordance with SFAS No. 144, Accounting for the Disposal of Long-Lived Assets. We assess impairment of property, plant and equipment whenever changes in circumstances indicate that the carrying values of the assets may not be recoverable. Recoverability of an asset is measured by comparison of its carrying amount to the future undiscounted cash flows that the asset is expected to generate. Any impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeded its fair market value.

Qualitative and Quantitative Disclosures About Market Risks

We are subject to financial market risks, including changes in foreign currency exchange rates and interest rates. A significant portion of our revenues is from customers located in Asia and Europe. With the exception of sales into Japan, nearly all of our sales are denominated in U.S. dollars.

Our sales to customers in Japan, which represented 26.2% of our revenues during 2003, are denominated in Japanese yen. As a result, fluctuations in the exchange rate between the yen and the dollar can affect our revenues and gross profit. Weakness in the U.S. dollar as compared to the Japanese yen will have the effect of increasing our revenues and gross profits on the same volume of units sold. While such fluctuations have not historically had a material impact on our operation results, they may in the future, particularly if sales to customers in Japan continue to increase. At March 31, 2004, the yen was stronger

against the dollar, at an exchange rate of 105.6 yen per dollar, compared to the average exchange rate of 116 yen per dollar in 2003.

A substantial portion of our operating expenses is denominated in foreign currencies, primarily the British pound and, to a lesser extent, the Japanese yen. Weakness in the U.S. dollar as compared to these currencies will have the effect of increasing our operating expenses. At March 31, 2004, the pound was stronger against the dollar, at an exchange rate of 1.83 dollars per pound, compared to the average exchange rate of 1.64 dollars per pound in 2003.

We do not currently enter into currency hedging transactions to decrease the risk of financial exposure fluctuations in the exchange rate of the dollar against the pound or yen.

Our interest income will be sensitive to changes in the general level of U.S. interest rates. An increase or decrease in interest rates will cause fluctuations in our interest income on cash balances due to our cash being primarily invested in short-term investments.

Recently Issued Accounting Pronouncements

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections, which updates, clarifies and simplifies existing accounting pronouncements, and addresses the reporting of debt extinguishments and accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. We adopted the provisions of SFAS No. 145 as of January 1, 2003. The adoption of SFAS No. 145 did not have a material impact on our consolidated financial statements.

In July 2002, the FASB issued SFAS No. 146, Accounting for Certain Costs Associated with Exit or Disposal Activities, which requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or disposal activity. SFAS No. 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The adoption of SFAS No. 146 had an impact on the timing of our recognition of costs associated with an exit activity but did not have a material impact on our consolidated financial statements.

In November 2002, the FASB issued FASB Interpretation, or FIN, No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an Interpretation of FASB Statements No. 5, 57 and 107 and Rescission of FASB Interpretation No. 34, which clarifies the requirements of SFAS No. 5, Accounting for Contingencies, relating to the guarantor’s accounting for, and disclosure of, the issuance of certain types of guarantees. The disclosure provisions of FIN No. 45 are effective for the year ended December 31, 2003. Disclosure of the changes in our warranty obligations is included in Note 7 to our consolidated financial statements. However, the provisions for initial recognition and measurement are effective on a prospective basis for guarantees that are issued or modified after December 31, 2002, irrespective of a guarantor’s year end. The impact of FIN No. 45 was not material for our consolidated financial statements.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure, Amendment of SFAS No. 123, which provides additional transition guidance for those entities that elect to voluntarily adopt the provisions of SFAS No. 123. Furthermore, SFAS No. 148 mandates new disclosures in both interim and year-end consolidated financial statements. We have elected not to adopt the recognition provisions of SFAS No. 123, as amended by SFAS No. 148. However, we have adopted the disclosure provisions for the current year and have included this information in Note 2 to our consolidated financial statements.

In January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interest Entities, which clarifies the application of Accounting Research Bulletin No. 51, Consolidated Financial Statements, to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated

financial support from other parties. FIN No. 46 applies immediately to variable interest entities, or VIEs, created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. We have not identified any VIEs for which we are the primary beneficiary or have significant involvement.

In December 2003, the FASB issued FIN No. 46 (revised December 2003), Consolidation of Variable Interest Entities (FIN No. 46-R), which addresses certain FIN No. 46 implementation issues. The effective dates and impact of FIN No. 46 and FIN No. 46-R are as follows:

• For special purpose entities, or SPEs, created prior to February 1, 2003, we must apply either the provisions of FIN No. 46 or early adopt the provisions of FIN No. 46-R at the end of the first interim or annual reporting period ending after December 15, 2003.

• For all other types of entities created prior to February 1, 2003, we are required to adopt the provisions of FIN No. 46-R for periods ending after March 15, 2004.

The adoption of the provisions applicable to SPEs did not have an impact on our financial statements. We are currently evaluating the impact of adopting FIN No. 46-R applicable to all other entities, but do not expect a material impact.

In October 2002, the Emerging Issues Task Force, or EITF, issued EITF 00-21, Accounting for Revenue Arrangements with Multiple Deliverables, which addresses revenue recognition accounting for multiple revenue-generating activities. This statement was effective for the quarter ended September 30, 2003. The adoption of the provisions of this statement did not have a material effect on our financial position, results of operations or cash flows. In December 2003, the SEC issued Staff Accounting Bulletin No. 104, Revenue Recognition (SAB 104), which updates the previously issued revenue recognition guidance in SAB 101, based on the EITF 00-21. If the deliverables in a sales arrangement constitute separate units of accounting according to the EITF’s separation criteria, the revenue-recognition policy must be determined for each identified unit. If the arrangement is a single unit of accounting under the separation criteria, the revenue-recognition policy must be determined for the entire arrangement. The application of SAB 104 has not had a material effect on our financial position, results of operations or cash flows.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, which amends SFAS No. 133 to clarify the definition of a derivative and incorporate many of the implementation issues cleared as a result of the Derivatives Implementation Group process. This statement is effective for contracts entered into or modified after June 30, 2003. The adoption of this statement did not have a material effect on our financial position, results of operations or cash flows.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS No. 150 did not have an impact on our consolidated financial statements.

Change in Accountants

In 2002, Arthur Andersen LLP, our outside accounting firm, ceased operations. We dismissed Arthur Andersen as our independent accountants in April 2002. The reports of Arthur Andersen on the financial statements as of and for the periods ended December 31, 2000 and 2001 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principle. In connection with its audits of the 2000 and 2001 financial statements and through April 2002, there were no disagreements with Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not

resolved to the satisfaction of Arthur Andersen would have caused them to make reference thereto in their report on the financial statements for such periods. Because Arthur Andersen is no longer operating, we cannot obtain a letter from them regarding their agreement with the above statements.

In June of 2002, we selected PricewaterhouseCoopers LLP, or PwC, as our independent auditors and notified PwC of such selection. This appointment was subject to PwC’s completion of its client acceptance procedures. These procedures were completed by PwC during mid-2002, and we formally engaged PwC pursuant to its October 21, 2002 engagement letter. Our Board of Directors ratified this selection.

In 2002, after our selection of PwC but prior to the signing of the PwC engagement letter, we consulted with PwC regarding the impact of changing our stock option plan to allow for the early exercise of unvested employee stock options. PwC indicated that adding this feature to our stock option plan, if we also required repurchase of the unvested shares at the original exercise price upon termination of employment, did not cause variable accounting or a new measurement date under APB Opinion 25, provided that certain other criteria were met. We did not consult with Arthur Andersen on this subject.

BUSINESS

Overview

We design, manufacture, sell and service a broad suite of process control and metrology systems used by manufacturers of semiconductor wafers and compound and silicon semiconductor devices for the advanced computing, communications and consumer electronics markets. Our systems measure optical, electrical and material properties, including the structural composition of compound and silicon semiconductor devices and wafers, the amount of impurities or contaminants in semiconductor devices, electron mobility and the wavelength and intensity of light emitted by LEDs and laser diodes. Our systems also measure the degree of alignment and dimensions of semiconductor device features. Customers use our process control and metrology systems to lower their costs by enhancing their manufacturing efficiency and increasing their production yields, and to improve their product performance and quality. We sell our systems globally to leading semiconductor device and wafer manufacturers, including IBM, Samsung, Intel, Toshiba, Shin-Etsu Handotai, Komatsu Silicon, Nichia, Sony, DongbuAnam Semiconductor, Matsushita Chemical, Semiconductor Manufacturing International Corp., Texas Instruments and STMicroelectronics.

Semiconductor manufacturers are striving to make devices that are smaller, faster and more power efficient. In addition, semiconductor manufacturers are striving to make devices that emit light more intensely and across a broader, more controlled spectrum of wavelengths. Semiconductor manufacturers are achieving device performance enhancements in part by using advanced materials such as compound semiconductors or by modifying the lattice, or basic crystal structure, of pure silicon. We provide process control and metrology systems that meet the emerging design, engineering and manufacturing challenges associated with these advanced technologies.

Our business is principally comprised of the former Semiconductor Measurements Division of Bio-Rad Laboratories, or Bio-Rad SMD. We acquired this division in July 2000. For two decades, this division produced innovative process control and metrology systems for the semiconductor industry. Our objectives are to become the leading provider of a broad suite of metrology systems for the lattice engineering metrology market and to enhance our competitive position in the photolithography process control and metrology market. We plan to achieve these objectives by expanding and enhancing our product offerings through internal development, acquisitions and licenses, strengthening our relationships with customers and industry consortia, improving our manufacturing efficiency and providing focused distribution channels.

Industry Overview

Semiconductor devices are enabling a wide variety of advanced computing, communications and consumer electronics products such as high-performance computing clusters, engineering workstations, routers, switches, cell phones, digital cameras, portable MP3 players, game boxes, DVD players, high-definition televisions, global positioning systems and flat panel displays. In addition, because of their enhanced energy efficiency, semiconductor devices are being used for illumination in cell phones and other mobile appliances, as well as traffic signals, automobiles and advertisement displays. The increasing demand for these sophisticated products is driving the need for lower-cost semiconductor devices that are smaller, faster and more power-efficient. In the case of light-emitting semiconductor devices, such as HBLEDs, manufacturers must meet additional requirements for increased brightness and the ability to emit light over a broader, more controlled spectrum of wavelengths.

The Semiconductor Device Manufacturing Process

The fabrication of silicon semiconductor devices, or integrated circuits, is accomplished through a complex, multi-step process of precisely depositing and removing layers of materials upon a silicon wafer. Each individual integrated circuit is sometimes called a die. The first layers of the device structure, known as the active region, typically consist of millions of transistors and capacitors, which are formed, in part, by

introducing dopants such as phosphorus and boron into the lattice. Subsequent layers form the interconnects that connect the device’s transistors, capacitors and other components into an integrated circuit. Many steps in the manufacturing process are repeated multiple times. Among the most critical of these steps is photolithography, which creates the precise patterns required for each successive layer of the device. The patterning of layers requires precise alignment with previously patterned layers in order to ensure the correct formation and connection of device structures and interconnects.

HBLED fabrication steps differ from traditional silicon semiconductor device fabrication steps. Because HBLEDs are discrete devices that perform the sole function of converting an electrical input into a light output, they typically do not require additional component integration, extensive use of photolithography processes or interconnection layers. HBLEDs are ordinarily manufactured through a crystal growth process in which very thin layers of compound semiconductors, known as epilayers, are grown on a dissimilar substrate. Because compound semiconductors are grown on a dissimilar substrate, HBLED manufacturers are forced to introduce additional buffer layers, sometimes comprised of altogether different materials, to aid in the growth of subsequent layers. As a result, differences in crystal structure, material properties and physical stress between the layers frequently cause defects that affect device yield in HBLEDs.

The demand for smaller, faster, more power-efficient and more cost-effective semiconductor devices creates numerous semiconductor manufacturing challenges, including:

• Smaller Device Geometries — In order to fit more transistors into the same amount of surface area, manufacturers must produce devices with ever smaller feature sizes, including transistors as small as 50 nanometers and interconnect line diameters thinner than 250 nanometers. As the physical features of semiconductor devices continue to shrink, device sensitivity to defects in both transistor formation and layer deposition increases significantly.

• More Device Layers — The increasing number of transistors per device, the need to operate devices at higher speeds and the desire for greater functionality per device are requiring more interconnect layers per device. For example, today’s advanced microprocessors are manufactured with seven or more interconnect layers. Each additional layer increases the potential for improper alignment during each photolithography process step.

• Larger Silicon Wafers — To reduce costs and enhance capital efficiencies, silicon semiconductor manufacturers are transitioning from 200mm to 300mm diameter wafers, which enable significantly more semiconductor device production per wafer. As a result of this transition, for a given device type, any material or process defect that affects an entire wafer represents a significantly greater financial loss for the device manufacturer.

• Larger Die Sizes — Semiconductor device manufacturers are incorporating greater functionality into each device, resulting in larger die sizes for certain complex applications. As an example, some manufacturers are integrating several functions, including memory, logic and analog circuitry, onto a single die. These devices, known as systems on a chip, increase the size of the die and the chance for defects or alignment errors in any one component, which can render the entire device inoperable.

Lattice Engineering

Improvements to the traditional semiconductor device manufacturing process are limited in their ability to achieve higher speed, lower power and enhanced functionality for certain applications. As a result, semiconductor device manufacturers are using advanced materials such as compound semiconductors or are modifying the lattice, or basic crystal structure, of pure silicon using technologies such as strained silicon, or SSi, and silicon on insulator, or SOI, to enhance device performance and functionality.

Compound semiconductors, which combine elements such as gallium with arsenic or nitrogen, indium with phosphorus, or even silicon with germanium, are used in a wide variety of applications, including wireless communications, broadband data communications, HBLEDs and laser diodes. Strained

silicon and SOI technologies enable higher performance silicon semiconductor devices used in logic applications such as microprocessors. Strained silicon is formed by depositing a thin layer of silicon over a mixture of silicon and germanium. The strain induced upon the silicon lattice increases the mobility of electrons that move through the strained silicon region, increasing the operating speed and frequency, and reducing the power consumption of the device. SOI is a form of silicon wafer on which a thin top layer of silicon is isolated from the rest of the silicon wafer by an underlying layer of silicon dioxide. This insulating layer of silicon dioxide reduces power leakage to the silicon underneath and speeds the movement of electrons in the device’s active region.

Devices using advanced materials or modified lattices offer significant improvements in device performance, but introduce numerous additional design and manufacturing challenges due to:

• Increased Likelihood of Defects — Advanced technologies such as compound semiconductors, strained silicon and SOI introduce new challenges with respect to defects, contamination, crystal structure and verification of material composition and thickness. In the case of compound semiconductors, such as HBLEDs, and strained silicon, defects are more prevalent due to differences in the size, spacing and shape of the atoms between the various layers.

• Sophisticated Thermal Modeling Requirements — The electrical properties of some advanced semiconductor devices are sensitive to heat generated by the operation of the device. Measurements during final test, however, are typically taken without operating semiconductor devices at frequencies or power levels equal to or greater than their normal operating levels. Accurate design and development of devices requires accurate measurement tools that account for the complex and non-linear variations in device performance as a function of operating frequency and power.

• Increased Sensitivity to Defects — Advanced devices frequently operate at lower voltages in order to further decrease their power consumption. At lower voltages, tolerance of contamination and defects in the lattice becomes smaller. This requires greater measurement and control of dopant amount and placement, contamination and atomic structure.

Process Control and Metrology

With the cost of new semiconductor manufacturing facilities, or fabs, in some cases exceeding $2 billion, manufacturers are seeking ways to improve fab throughput, or the rate of device production, while simultaneously increasing yield, or the number of functional devices per wafer. Improving fab throughput lowers the amount of in-process inventory, speeds the time to market of devices in production and spreads fixed fab overhead expenses across more devices. One means of improving throughput is to reduce the time necessary to take the many process control measurements required in the manufacturing process. Increasing yield generates more functional devices per wafer, which may increase revenues and lower costs by reducing the amount of scrapped materials. Higher yield can be achieved by identifying defects and process variations as early as possible in the manufacturing process.

As a result, semiconductor device and wafer manufacturers are investing in process control and metrology systems that improve their manufacturing efficiency by detecting process variations sooner and facilitating rapid diagnosis and corrective action. Process control and metrology systems measure and characterize the physical dimensions, material composition, optical and electrical characteristics and other critical parameters of semiconductor devices during their fabrication. For the photolithography process, overlay and critical dimension systems provide enhanced control of layer alignment and device dimensions. For lattice engineering applications, metrology systems monitor the physical, optical, electrical and material characteristics of compound semiconductor, strained silicon and silicon on insulator devices, including composition, crystal structure, layer thickness, dopant concentration, contamination and electron mobility.

The market for process control and metrology systems, like other semiconductor capital equipment, is influenced primarily by activity in the underlying market for semiconductor devices. These markets are highly cyclical and are likely to have future periods of growth and contraction. According to

Gartner, worldwide revenues for semiconductor devices are expected to grow from $177.0 billion in 2003 to $245.8 billion in 2005. (Semiconductor Forecast: 1Q04 Update February 17, 2004.) This represents a compound annual growth rate of 17.8%. We believe growth may be more robust for compound and other advanced semiconductor devices. For example, according to Strategies Unlimited, the market for packaged HBLEDs, an important compound semiconductor application, is expected to grow in the near term from $2.7 billion in 2003 to approximately $4.2 billion in 2005. (Strategies and Light Conference February 2004.) This represents a compound annual growth rate of 24.7%. According to Gartner, the process control and metrology systems market is expected to grow from $2.4 billion in 2003 to $4.6 billion in 2005. (Year-End 2003 Semiconductor Manufacturing Market: Wafer Fab Equipment, February 9, 2004.) This represents a compound annual growth rate of 39.1%. Both Gartner and Strategies Unlimited include periods of slower growth and/or contraction in their longer-term forecasts.

Our Solutions

We provide a broad suite of lattice engineering and photolithography process control and metrology systems to semiconductor device and semiconductor wafer manufacturers. Our lattice engineering metrology solutions address specific yield challenges that arise when device and wafer manufacturers use advanced materials such as compound semiconductors or modify the lattice, or basic crystal structure, of pure silicon, in order to achieve higher device performance characteristics. Our photolithography process control and metrology solutions are used by silicon semiconductor device manufacturers to analyze device dimensions and alignment at critical steps in the semiconductor manufacturing process in order to identify, diagnose and minimize fabrication process variations. We believe that our process control and metrology systems enable semiconductor device and wafer manufacturers to improve manufacturing efficiency, production yields and product performance and quality.

Lattice Engineering Metrology Solutions

Our broad suite of lattice engineering metrology solutions helps semiconductor device and wafer manufacturers address the challenges encountered when utilizing advanced technologies such as compound semiconductors, strained silicon and silicon on insulator, in many cases with greater speed and accuracy than competing systems. Our lattice engineering metrology solutions offer the following benefits:

• Accurate Measurement of Silicon Dopants — We believe we are a leading supplier of FTIR systems for semiconductor device and wafer manufacturing. Our FTIR systems enable silicon semiconductor device and wafer manufacturers to measure the amount of dopants such as boron and phosphorus incorporated into the silicon lattice and the thickness of differently-doped silicon layers used to form transistors. Our systems can also be used to measure the amount of boron, phosphorus, carbon and fluorine in insulating films.

• Highly Sensitive, Automated Defect Mapping — We believe that we are the first company to market a PL mapping system for silicon semiconductor devices and wafers. Our SiPHER system uses PL technology that analyzes the wavelength of light emitted from the silicon wafer surface to provide real-time, automated wafer mapping of electrically active defects and contamination in the lattice with sub-micron resolution. Our PL technology is applicable to strained silicon and silicon on insulator technologies as well as traditional integrated-circuit materials, and is able to detect minute levels of metallic contamination and other structural defects that impede device performance.

• Improved Process Control — We believe we are the leading supplier of photoluminescence mapping systems for compound semiconductors. Our photoluminescence mapping systems enable manufacturers of compound semiconductors used for HBLEDs, laser diodes, photodetectors and power amplifiers to improve their manufacturing efficiency by detecting process variations sooner and facilitating rapid diagnosis and corrective action. Our systems are also non-destructive, making them well-suited for production use.

• Accurate Characterization of Lattice Properties — Our x-ray diffraction product line characterizes and measures properties of compound semiconductors and modified lattices. In particular, our systems accurately measure lattice strain, crystal structure, composition, alignment, defects and layer thickness.

Photolithography Process Control and Metrology Solutions

Our photolithography process control and metrology solutions are used by silicon semiconductor device manufacturers to analyze device dimensions and alignment during the manufacturing process in order to identify, diagnose and minimize fabrication process variations. Customers use our overlay systems to measure vertical alignment of the layers on silicon semiconductor wafers. Customers use our CD scatterometers to measure line widths, line shapes and cross-sectional profiles of device features. Our photolithography process control and metrology solutions offer the following benefits:

• Greater Precision — Our overlay systems are capable of measuring vertical alignment of layers for device structures smaller than 100 nanometers. We believe our technology is extendible to 65-nanometer device structures. Our CD scatterometers use lasers as a light source, enabling greater precision for some applications as compared to competing scanning electron beam microscope-based critical dimension measurement, or CD-SEM, solutions.

• Enhanced Device Characterization — By using test patterns inserted in the dead space between the die on a wafer, our CD scatterometers provide critical length and width measurements and, for certain applications, critical depth measurements, of device structures.

• Greater Reliability — We offer Linux-based CD scatterometers and overlay systems, which we believe result in greater reliability and uptime compared to competing systems based on other operating systems. In addition, our CD systems are based on laser scatterometry, permitting them to operate at atmospheric conditions. Competing CD-SEM systems only operate under vacuum conditions, increasing downtime due to vacuum equipment or pump maintenance and failure.

• Advanced Yield Analysis Software — Our proprietary software collects and analyzes metrology data and generates actionable information that can help identify defect patterns caused by underlying process problems. This information helps device manufacturers eliminate unnecessary wafer rework and develop long-term yield improvement strategies.

Our Strategy

• Expand and Enhance Our Product Offerings Through Internal Development — We plan to introduce new process control and metrology systems to broaden our product portfolio and address emerging technology trends in semiconductor device manufacturing. In addition, we plan to continue to enhance our systems by integrating additional features and measurement modules in subsequent product generations. To further differentiate our systems and solutions, we intend to continue to actively expand our technology and intellectual property portfolio by investing in research and development and pursuing new applications for our core technologies.

• Grow Our Business Through Acquisitions and Licenses — We regularly evaluate potential acquisition opportunities to support and strengthen our business. We intend to acquire and license complementary product lines or technologies that enhance our family of systems or provide opportunities for future growth.

• Strengthen Our Relationships with Customers and Industry Consortia — All levels of our company will continue to focus on building close relationships with customers, industry consortia and research centers. Our customers and industry consortia are driving leading-edge technology and process development and our relationships with them are integral to our understanding of the technical challenges involved in the design and production of higher-performance semiconductor devices. These relationships also provide insight into industry trends that enable us to develop new products with broad market appeal. We intend to leverage our existing customer base by cross-selling new products and services and offering enhancements to existing products.

• Improve Our Manufacturing Efficiencies — We perform the design, final assembly and test functions for most of our systems in-house and outsource the manufacture of a significant portion of our components and sub-assemblies. We intend to continue to lower our fixed cost structure and improve our ability to manage costs by selectively outsourcing the production of components and sub-assemblies.

• Provide Focused Distribution Channels — Our direct sales personnel work closely with our technologists, who possess an in-depth understanding of the specific challenges faced by semiconductor device and wafer manufacturers for lattice engineering metrology and photolithography process control and metrology markets. By integrating our sales and technology teams, we believe we are better able to serve our customers and pursue new opportunities.

Our Products

We provide a broad suite of lattice engineering metrology and photolithography process control and metrology systems to semiconductor device and wafer manufacturers. Our lattice engineering metrology systems address specific yield challenges that arise when device and wafer manufacturers use advanced materials such as compound semiconductors or modify the lattice, or basic crystal structure, of pure silicon, in order to achieve higher device performance characteristics. Our photolithography process control and metrology systems are used by silicon semiconductor device manufacturers to analyze device dimensions and alignment in the manufacturing process in order to identify, diagnose and minimize fabrication process variations. Our current systems include:

Lattice Engineering Metrology Systems

Our lattice engineering metrology systems include the following:

Photoluminescence Mapping Systems — Our PL mapping systems are used to non-destructively measure the light emitted by a compound semiconductor wafer after illumination by a laser in order to determine composition uniformity, material quality and defects in substrates, lattices and device structures. The information obtained by the PL mapping system allows manufacturers to determine whether a wafer should be further processed or if it should be removed from production due to defects or contamination.

Silicon Photoluminescence Mapping Systems — Our SiPHER system uses a variation of our PL mapping technology that analyzes the wavelength of light emitted from the silicon wafer surface to provide real-time, automated wafer mapping of electrically-active defects and contamination in the lattice with sub-micron resolution. Our PL technology is applicable to strained silicon and silicon on insulator technologies as well as traditional integrated circuit materials, and is able to detect minute levels of metallic contamination and other structural defects that impede proper device performance.

The following table summarizes our photoluminescence mapping systems:

Sample Applications

Semiconductor Device Manufacturing

SSi/

Wafer

System

Function/ Measurements Provided

Traditional

Compound

HBLED

SOI

Mfg.

PLM 100

Epilayer uniformity, defects and contamination, with high-resolution capability

ü*

RPM 2000

Epilayer uniformity, defects and contamination, with an option for cryogenic, low temperature applications

ü*

RPM Sigma

Epilayer uniformity defects and contamination, with automated wafer handling

ü*

SiPHER

Defects and contamination near the silicon wafer surface

* Compound semiconductor wafers only.

Fourier Transform Infrared Spectrometers — Our FTIR systems use mathematical computations relating to the separation of wavelengths of light absorbed by wafers to nondestructively measure the amount of dopants such as boron and phosphorus incorporated into the silicon lattice and the thickness of differently-doped silicon layers used to form transistors. Our systems can also be used to measure the amount of boron, phosphorus, carbon and fluorine in insulating films.

The following table summarizes our fourier transform infrared spectrometers:

Sample Applications

Semiconductor Device Manufacturing

SSi/

Wafer

System

Function/ Measurements Provided

Traditional

Compound

HBLED

SOI

Mfg.

QS2200/ QS3300

Dopant concentration and layer thickness in silicon for device and wafer manufacturers, dopant concentration in dielectric insulating films for device manufacturers

QSFRS

Dopant concentration and impurities, with automatic ingot scanning

QS1200

Tabletop system for dopant concentration and layer thickness, with manual handling

Stratus

Dopant concentration and layer thickness, with faster wafer handling

Illumina

Tabletop system for dopant concentration and layer thickness, with manual handling

ü*

* Compound semiconductor wafers only.

X-Ray Diffraction Systems — Our Vektor product line uses x-ray diffraction to characterize and measure properties of compound semiconductors and modified lattices. In particular, our Vektor systems accurately measure lattice strain, crystal structure, composition, alignment, defects and layer thickness. Vektor is available with options optimized for use with respect to particular compound semiconductor devices, as well as strained silicon and silicon on insulator semiconductor devices.

The following table summarizes our x-ray diffraction systems:

Sample Applications

Semiconductor Device Manufacturing

SSi/

Wafer

System

Function/ Measurements Provided

Traditional

Compound

HBLED

SOI

Mfg.

Vektor — DCD

Lattice strain and structure, composition and layer thickness for gallium arsenide, indium phosphide and silicon germanium materials

Vektor — GaN

Lattice strain and structure, composition and layer thickness for gallium nitride materials

Vektor — SSi

Lattice strain and structure, composition and layer thickness for strained silicon and SOI materials

ü*

* SOI wafers only.

Pulsed Current Voltage Measurement Systems — Our DIVA systems measure pulsed current and voltage in devices under actual operating conditions that exist in radio frequency, microwave and millimeter wave circuits. Dynamic current-voltage measurements provide accurate parameters for the design and development of these circuits.

Electrochemical Capacitance Voltage Profiling System — Our dopant profiling systems measure the change in dopant concentration between and within each compound semiconductor device layer in order to verify desired composition.

Deep Level Transient Spectrometers — Our deep level transient spectrometers detect, identify and quantify impurities that could lead to device failure or substandard performance, such as reduced light output from LEDs.

Hall Mobility Measurement Systems — Our Hall mobility measurement systems use the Hall Effect to measure the mobility of electrons and other carriers within the semiconductor material. The Hall Effect is a phenomenon in which electrons change their direction under the influence of a magnetic field. By measuring this phenomenon, our systems help determine the purity of the material, allowing semiconductor device manufacturers to make faster and more efficient devices.

The following table summarizes our other lattice engineering metrology systems:

Sample Applications

Semiconductor Device Manufacturing

SSi/

Wafer

System

Function/ Measurements Provided

Traditional

Compound

HBLED

SOI

Mfg.

Pulsed Current Voltage Measurement Systems

DIVA

Tabletop system for pulsed current and voltage, to enhance accuracy of modeling and optimize process designs

ü*

Electrochemical Capacitance Voltage Profilers

PN4400

Dopant concentration as a function of depth

ü**

ECV-Pro

Dopant concentration as a function of depth, with automated sample handling

ü**

Deep Level Transient Spectrometers

DL8000

Impurity concentration

footnotes on following page

Sample Applications

Semiconductor Device Manufacturing

SSi/

Wafer

System

Function/ Measurements Provided

Traditional

Compound

HBLED

SOI

Mfg.

Hall Mobility Measurement Systems

HL5500

Electron mobility

ü*

HL5580

Electron mobility in very high resistivity films or at extremely low current levels

ü*

* Potential applications, but we have had no sales for these applications to date.

** Compound semiconductor wafers only.

Photolithography Process Control and Metrology Systems

Our photolithography process control and metrology systems include the following:

Overlay Systems — Our overlay systems non-destructively measure the vertical alignment of layers of an integrated circuit. Misalignment can lead to device failure, reduced yield or reduced performance. Our Caliper system runs on the Linux operating system which we believe results in high reliability.

Critical Dimension Scatterometers — Our critical dimension scatterometers use laser light at various angles to illuminate test patterns inserted in the dead space between the die on a wafer. These non-destructive measurements calculate line widths, line shapes and cross-sectional profiles quickly and accurately. Our CDS200 runs on the Linux operating system, which we believe results in high reliability.

The following table summarizes our photolithography process control and metrology systems:

Sample Applications

Semiconductor Device Manufacturing

SSi/

Wafer

System

Function/ Measurements Provided

Traditional

Compound

HBLED

SOI

Mfg.

Overlay Systems

Caliper

Vertical alignment of device structures extendible to 65 nanometers on 200mm and 300mm wafers

Q200

Vertical alignment of device structures extendible to 90 nanometers on 200mm wafers

Critical Dimension Scatterometers

CDS200

Line widths, line shapes and cross-sectional profiles of device features for 200mm wafers

Customers

We sell our systems globally to a variety of semiconductor device and wafer manufacturers and research and educational institutions. Our customers include:


• IBM		• Sony
• Samsung		• DongbuAnam Semiconductor
• Intel		• Matsushita Chemical
• Toshiba		• Semiconductor Manufacturing International Corp.
• Shin-Etsu Handotai		• Texas Instruments
• Komatsu Silicon		• STMicroelectronics
• Nichia		• Taiwan Semiconductor Manufacturing Corporation

We depend on a relatively small number of customers and end users for a large percentage of our revenues. In 2003, together with our distributors, we sold our lattice engineering metrology systems and photolithography process control and metrology systems to 96 customers. Sales to our top five customers were 37.0%, 39.0% and 42.9% of our revenues in 2001, 2002 and 2003, respectively, and 46.7% of our revenues for the first three months of 2004. Sales to IBM, our largest customer in 2003, were 10.1% and 14.9% of our revenues for 2002 and 2003, respectively, and 8.6% of our revenues for the first three months of 2004. Sales to Samsung were 10.3% of our total revenues in 2003 and 9.6% of our revenues for the first three months of 2004. Sales to Intel were 29.3%, 13.5% and 9.5% of our revenues in 2001, 2002 and 2003, respectively, and 8.9% of our revenues for the first three months of 2004. Sales to Taiwan Semiconductor Manufacturing Corporation were 10.6% of our revenues for the first three months of 2004.

Our backlog was $7.6 million as of March 31, 2004. Our backlog consists of accepted purchase orders with assigned shipment dates falling within the next 12 months. Orders are subject to delay, cancellation or return by our customers prior to payment. We have experienced such delays, cancellations and returns in prior periods. Accordingly, our backlog as of any particular date may not be a reliable indicator of actual sales for any succeeding period.

Sales, Marketing and Service

Sales — We believe that a direct sales and support capability is essential for developing and maintaining close customer relationships and for rapidly responding to changing customer requirements. We maintain a direct sales force of highly trained, technically sophisticated sales engineers, many of whom have Ph.D.s. These engineers are knowledgeable in the use of process control and metrology systems in general and the features and advantages of our systems in particular. As of March 31, 2004, our sales force included 34 people located in the United States, Japan, Taiwan, South Korea, Singapore, France and Germany. We use third-party sales representatives and distributors to supplement our direct sales force in certain geographic regions and to provide sales coverage for specific product lines where we lack a direct sales force for such product lines. Our largest third-party sales representative is Hermes-Epitek Corporation, an exclusive representative of most of our systems for silicon semiconductor device manufacturers in Taiwan, China and Singapore. Our largest third-party distributor is Quatek, which exclusively distributes our systems for compound semiconductor device manufacturers in Taiwan and China. We also engage a variety of sales representatives in Europe and the United States to sell our DIVA product line.

Marketing — Marketing functions include global marketing strategy, advertising and sales promotion, product definition and evaluation of new systems. In order to raise market awareness of our systems, we advertise in trade publications, distribute promotional materials, publish technical articles, conduct marketing programs, issue press releases regarding new systems, employ the services of a public relations firm and participate in industry trade shows and conferences.

Service — Customer service and technical support are important competitive factors and help build and maintain close long-term relationships with our customers. Our teams of highly trained technologists and

customer service personnel are organized by the same geographical regions as our sales teams. Through these personnel, we provide support before, during and after the delivery our systems, including training programs, dedicated on-site service, service contracts, spare parts and technical support. Hermes-Epitek and Quatek are responsible for installation, warranty service and ongoing support for our systems that they sell. New system warranties typically range from 12 to 24 months for most of our systems. We derive a substantial portion of our revenues by providing post-warranty service and upgrades for our growing installed base of systems. A significant portion of these services are provided pursuant to service contracts with our customers. In 2003, service revenues accounted for 25.2% of our total revenues. In the first three months of 2004, service revenues accounted for 23.5% of our total revenues. As of March 31, 2004, we employed 53 service personnel.

Manufacturing

We perform the design, final assembly and test function for most of our systems in-house. Our main manufacturing facility is located in York, United Kingdom. To improve our manufacturing efficiency, we selectively outsource the production of subsystems and components in many cases to sole-source suppliers. In addition, a third party manufactures our DIVA systems. A portion of our FTIR product line, the QS1200, is also currently manufactured by a third party. We believe that DIVA and QS1200 manufacturing could be brought in-house if necessary, although such transition would require a several month lead-time. A number of components and subsystems, such as factory automation and environmental control interfaces, wafer stages and monochromators, are expensive and require long lead-times. As a result, we typically enter into purchase agreements with our suppliers and regularly update them as to our forecasted demand. Several alternate suppliers are available for most of these components and subsystems. However, if we were required to purchase monochromators from an alternative vendor, we would expect a significant delay.

Competition

We compete in the emerging market for lattice engineering metrology systems and the more mature market for photolithography process control and metrology systems. The market for lattice engineering metrology systems is highly fragmented. Competition typically consists of privately held companies or divisions of large, established companies such as Spectris and Thermo Electron. We expect continuing intense competition in this market. Our market share and operating results can fluctuate dramatically as a result of the introduction of new, competitive systems and the ability of competitors to secure patent and other intellectual property rights.

The market for photolithography process control and metrology systems is highly competitive with numerous large, established companies. Our most significant competitors in this market are Hitachi, KLA-Tencor, Nanometrics, Nikon and Therma-Wave. These companies have substantially superior distribution capabilities, larger research and development budgets and greater ability to offer bundled and integrated product offerings to customers. In addition significant competition for our critical dimension scatterometers has emerged from manufacturers of traditional reflectometers and ellipsometers that have extended their technology by using new algorithms that enable their tools to perform critical dimension measurements.

Competition among process control and metrology system manufacturers is intense at the design-in stage when semiconductor manufacturers are selecting process control and measurement tools for potential future generations of devices. Significant competitive factors for each of the markets that we serve include system performance, ease of use, reliability, cost of ownership, technical support, customer relationships, the size and financial stability of vendors and on-time delivery. We believe that we compete favorably with respect to these factors, but believe we will need to maintain a high level of investment in research and development and sales and marketing in order to maintain our competitive position.

Research and Development

The markets in which we compete are characterized by rapid technological development and product innovation. We believe that continued and timely development of new systems and enhancements to existing systems are necessary to maintain our competitive position. Accordingly, we devote a significant portion of our resources to research and development and seek to maintain close relationships with customers to remain responsive to their needs. Our research and development costs were $7.5 million, $6.2 million and $7.0 million in 2001, 2002 and 2003, respectively, and $1.6 million for the first three months of 2004. As of March 31, 2004, we had a total of 53 employees performing research and development activities in York, United Kingdom; Hemel Hempstead, United Kingdom; San Jose, California; and Bend, Oregon. Of these employees, 16 hold Ph.D.s in physics, chemistry or engineering.

To further differentiate our systems and solutions, we intend to continue to actively expand our intellectual property portfolio by investing in research and development and pursuing new applications for our core technologies. Our team focuses on providing increased functionality, new applications for current technologies, more accurate and reliable metrology and automation through robotics and other means. We enhance our research and development efforts through our affiliations with academic institutions and teaching staff at various universities, research organizations and industry consortia. We are committed to new product development, and we expect that our level of research and development expenses will increase in future periods.

Intellectual Property and Other Proprietary Rights

At March 31, 2004, we owned seven United States patents and exclusively licensed one United States patent as part of our ongoing research, development and manufacturing activities. We have or have applied for foreign patents on some technologies in some of the countries where our systems are sold and used. The patents we own or exclusively license have expiration dates ranging from 2005 to 2020. Our patents principally cover various aspects of process control and metrology and semiconductor materials characterization.

We have submitted and may in the future submit additional patent applications. Our pending patents may never be issued, and even if they are, these patents, our existing patents and the patents we license may not provide sufficiently broad protection of our proprietary rights, or they may prove to be unenforceable. To protect our proprietary rights, we also rely on a combination of copyrights, trademarks, trade secret laws, contractual provisions and licenses. These patents or other proprietary rights issued or licensed by us may be challenged, invalidated or circumvented. In addition, the rights granted under these patents or other proprietary rights may not provide us with a competitive advantage.

Employees

As of March 31, 2004, we had 221 employees. None of our employees is represented by a collective bargaining agreement. To date, we have experienced no work stoppages, and we believe that our relationship with our employees is good.

Facilities

As of March 31, 2004, we leased facilities in the following cities:


Location	Square Footage		Use

York, United Kingdom		40,000	Manufacturing, sales and marketing and research and development
Hemel Hempstead, United Kingdom		11,500	Sales and marketing and research and development
San Jose, California		8,137	Sales and marketing and spare parts depot
Bend, Oregon (two facilities)		6,100	Corporate headquarters and advanced research and development

These leases expire between 2004 and 2008, and most of the leases have options to extend their terms. We believe our current facilities are adequate to meet our needs for the immediate future, but when our current leases expire, we may need to find alternative facilities. Although such facilities may generally be available, we may not be able to obtain them on commercially reasonable terms.

When we acquired the Waterloo, Canada business of Philips Electronics we agreed to assume certain liabilities, including a lease on a 25,305 square foot facility that expires in 2011, with an option to buy out the lease in 2006. We do not currently utilize this facility and are attempting to sublease this facility to a third party.

We also have offices primarily supporting sales and service activities in Japan, Switzerland and South Korea.

Legal Proceedings

We currently are not a party to any legal proceedings the effect of which would have a material adverse affect on our operations and financial condition.

MANAGEMENT

Executive Officers and Directors

The following table and brief biographies set forth specific information regarding the persons currently serving as executive officers and directors of our company.


Name	Age		Position(s)

Bruce C. Rhine		46	President, Chief Executive Officer and Chairman
Reid Langrill		43	Vice President and Chief Financial Officer
Bruce Crawford		51	Senior Vice President of Global Operations and Secretary
Gregory A. Kaiser		47	Senior Vice President of Marketing and Business Development and Treasurer
Rajeev Mundhe		49	Vice President of Global Sales
Joseph Dox⁽¹⁾⁽²⁾		61	Director
Peter M. Joost⁽³⁾		45	Director
William Landreth⁽¹⁾		56	Director
Jeffrey J. Rosen⁽²⁾⁽³⁾		54	Director
David Schwartz⁽³⁾		80	Director
Robert J. Therrien⁽¹⁾		69	Director

(1) Member of audit committee.

(2) Member of compensation committee.

(3) Member of the nominating and corporate governance committee.

Bruce C. Rhine. Mr. Rhine has served as Chairman and Chief Executive Officer since August 2000 and President since January 2003 and from August 2000 to September 2001. From February 2000 to July 2000, he was Chairman and Chief Executive Officer of Timbre Technologies, Inc., a software supplier to semiconductor manufacturers. From October 1999 to February 2000, he was a Vice President of Applied Materials, Inc., a semiconductor equipment manufacturer. In 1997, he founded Obsidian, Inc., a startup supplying chemical mechanical polishing tools to the semiconductor industry, and was its President and Chief Executive Officer until the company was sold to Applied Materials, Inc. in 1999. From 1996 to 1997, Mr. Rhine was a consultant to various semiconductor equipment and materials companies. From 1994 to 1996, Mr. Rhine served as President and Chief Operating Officer of Asyst Technologies, Inc., a manufacturer of semiconductor fabrication automation and atmospheric control solutions, and, from 1994 to 1997, as a director of Tylan General, Inc., a provider of process management equipment. Mr. Rhine received a BS in Chemical Engineering and an MBA in Finance and Management Science from The Pennsylvania State University.

Reid Langrill. Mr. Langrill has served as Vice President and Chief Financial Officer since May 2003. From August 2002 to May 2003, he served as a consultant to the Company. From May 2000 to December 2001, Mr. Langrill served as the Chief Operating Officer of Photobit Corp., a fabless semiconductor design company. From 1984 to 1995, he served in a variety of positions at Micron Technology, Inc., a semiconductor manufacturer, including Chief Financial Officer from 1988 to 1994. Mr. Langrill received a BS in Accounting and Information Systems from Boise State University.

Bruce Crawford. Mr. Crawford has served as Senior Vice President, Global Operations since September 2001 and Secretary since January 2003, and served as Vice President, Operations from October 2000 to September 2001. From October 1999 to October 2000, he was Senior Director of Materials in the CMP Division at Applied Materials, Inc. From May 1997 to October 1999, Mr. Crawford served as Vice President of Operations at Obsidian, Inc. From May 1996 to April 1997, he served as an operations consultant for Tylan General. From November 1994 to April 1996, he served as the Director of Customer

Service and Vice President of Manufacturing for Asyst Technologies. Mr. Crawford received an Associates Degree from DeAnza College and studied finance at San Jose State University.

Gregory A. Kaiser. Mr. Kaiser has served as Senior Vice President, Marketing and Business Development since October 2003 and Treasurer since January 2003 and served as Vice President from January 2003 to September 2003, President from September 2001 to December 2002 and Vice President, Semiconductor Markets from November 2000 to September 2001. From October 1998 to November 2000, Mr. Kaiser was a managing director at Baion GmbH, a company which provides consulting services to semiconductor capital equipment manufacturers. From September 1996 to October 1998, he served as a Managing Director at Obsidian GmBH, a company which provides consulting services to technology companies. Mr. Kaiser received a BS in Ceramic Science and Engineering from The Pennsylvania State University and studied solid state device physics at Southern Methodist University.

Rajeev Mundhe. Mr. Mundhe has served as Vice President, Global Sales since September 2002 and served as Vice President, Sales, Optoelectric Markets from October 2000 to August 2002. From June 1990 to September 2000, he served as a regional manager for Bio-Rad Laboratories, Inc. Mr. Mundhe received a BTech in Metallurgical Engineering from the Indian Institute of Technology, Bombay, an MS in Materials Science from the University of California, Berkeley and an MBA from Santa Clara University.

Joseph Dox. Mr. Dox has served as a member of our board of directors since December 2000. He is currently retired. From 1987 to 1994, he served in a variety of positions at Novellus Systems, a manufacturer of advanced automated wafer fabrication systems, including as President and Chief Operating Officer during his final two years with that company. Mr. Dox received a BS in Accounting from Northern Arizona University and an MBA from Santa Clara University.

Peter M. Joost. Mr. Joost has served as a member of our board of directors since April 2000. He is a private investor and, since 1997, has been the President of Orchid Asia Holdings, LLC, the general partner of a private equity partnership focused on investments in Asia. Since 1993, he has also been President of Joost Enterprises Corporation, a private investment entity, which is the general partner of JFI II, L.P. Mr. Joost received a Bachelor of Arts and Sciences in Mathematical Sciences and Political Science from Stanford University and an MBA from Harvard Business School.

William Landreth. Mr. Landreth has served as a member of our board of directors since June 2001. He has been with Goldman, Sachs & Co. since 1971. He has served in Institutional Equity, San Francisco from 1971 to 1977, Managing Director and Partner, London from 1977 to 1989, Resident Partner, San Francisco from 1989 to 1992, Partner and Chief Operating Officer, Chicago, from 1992 to 1996, and in his current position as Advisory Director, San Francisco from 1997 to present. Mr. Landreth received a BA in Political Science from Stanford University and an MBA from Harvard Business School.

Jeffrey J. Rosen. Mr. Rosen has served as a member of our board of directors since December 2000. He has been a partner with Debevoise & Plimpton LLP in its New York office since December 2001, where he specializes in mergers and acquisitions. From November 1987 to December 2001, he was a partner with O’Melveny & Meyers LLP in its New York office. Mr. Rosen received a BA from Harvard University and a JD from Harvard Law School.

David Schwartz. Mr. Schwartz has served as a member of our board of directors since August 2000. Since January 2003, Mr. Schwartz has been Chairman of the Board of Bio-Rad Laboratories, Inc. From January 1952 to December 2002, he served as President and Chief Executive Officer of Bio-Rad Laboratories, Inc. Mr. Schwartz received a BS in Chemistry from the University of California, Berkeley.

Robert J. Therrien. Mr. Therrien has served as a member of our board of directors since December 2000. He has been the Chairman since September 2003, and the Chief Executive Officer since March 1989, of Brooks Automation, Inc., a global supplier of factory and tool automation for the semiconductor industry. He also served as President of Brooks Automation from March 1989 to February 2003. He received a Certificate, Industrial Process Instrumentation from Ward Technology College and Hillyer College and an AS in Electrical Engineering from Central New England College.

Board Composition

We currently have seven authorized directors. In accordance with the terms of our bylaws, the terms of office of the directors are divided into three classes:

• Class I, whose term expires at the annual meeting of stockholders to be held in 2006,

• Class II, whose term expires at the annual meeting of stockholders to be held in 2004 and

• Class III, whose term expires at the annual meeting of stockholders to be held in 2005.

The Class I directors are Messrs. Dox, Joost and Landreth, the Class II directors are Messrs. Rosen and Therrien, and the Class III directors are Messrs. Rhine and Schwartz. At each annual meeting of stockholders, the successors to directors whose terms expire will be elected to serve from the time of election and qualification until the third annual meeting following election or special meeting. The authorized number of directors may be changed only by resolution of the board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one third of the directors.

There are no family relationships among any of our directors or executive officers.

Board Committees

Our board of directors has established four standing committees: an audit committee, a compensation committee, a governance committee and a nominating committee. Each committee is comprised entirely of independent directors in accordance with Nasdaq Marketplace Rules.

Audit Committee. The audit committee oversees, reviews and evaluates our financial statements, accounting and financial reporting processes, internal control functions and the audits of our financial statements. The audit committee is responsible for the appointment, compensation, retention and oversight of our independent auditor. The members of our audit committee are Messrs. Dox, Landreth and Therrien.

Compensation Committee. The compensation committee determines the salaries and benefits for our employees, consultants, directors and other individuals compensated by us. The compensation committee also administers our stock incentive plans, including determining the stock option grants for our employees, consultants, directors and other individuals. The members of the compensation committee are Messrs. Dox and Rosen.

Nominating and Corporate Governance Committee. The nominating and corporate governance committee identifies prospective board candidates and recommends nominees for election to our board of directors. It also develops and recommends board member selection criteria, considers committee member qualification, recommends corporate governance principles to the board of directors, and provides oversight in the evaluation of the board of directors and each committee. The members of our governance committee are Messrs. Joost, Rosen and Schwartz.

Our charters for the audit, compensation and nominating and corporate governance committees will be made available on our web site at www.accentopto.com prior to completion of this offering.

Director Compensation

We reimburse our non-employee directors for expenses incurred in connection with attending board and committee meetings but have not compensated them previously for their services as board or committee members. However, upon completion of this offering we intend to adopt an overall board cash compensation plan that is aligned with industry practice. We have in the past granted non-employee directors options to purchase our common stock pursuant to the terms of our 2000 stock incentive plan, and our board continues to have discretion to grant options to new non-employee directors. We anticipate that we will continue to grant options from time to time under our 2004 equity incentive plan to our non-employee directors.

Compensation Committee Interlocks and Insider Participation

Our compensation committee currently consists of Messrs. Dox and Rosen, neither of whom has been an officer or employee of ours at any time. None of our executive officers serves as a member of the board of directors or compensation committee of any other company that has one or more executive officers serving as a member of our board of directors or compensation committee.

Executive Compensation

The following table shows certain information concerning the compensation of our chief executive officer and our other most highly compensated executive officers, whose aggregate compensation exceeded $100,000 during the year ended December 31, 2003. We refer to these individuals as the “named executive officers” elsewhere in this prospectus.

Summary Compensation Table


						Long-Term
						Compensation
	Annual Compensation					Awards

						Securities
			Other Annual			Underlying		Other
Name and Principal Position	Salary	Bonus	Compensation			Options		Compensation

Bruce C. Rhine President, Chief Executive Officer and Chairman	$163,808	—	$	12,000	⁽¹⁾		—	$	811	⁽¹⁾
Bruce Crawford Senior Vice President, Global Operations	155,902	—		—			6,521		789	⁽²⁾
Gregory A. Kaiser Senior Vice President, Marketing and Business Development	150,450	—		—			—		731	⁽³⁾
Rajeev Mundhe Vice President, Global Sales	103,754	35,000		12,000	⁽⁴⁾		4,347		504	⁽⁴⁾

(1) We paid Mr. Rhine a $12,000 car allowance in 2003. Additionally, we made $811 in premium payments for term life insurance for Mr. Rhine in 2003.

(2) We made $487 in premium payments for term life insurance for Mr. Crawford in 2003.

(3) We made $731 in premium payments for term life insurance for Mr. Kaiser in 2003.

(4) We paid Mr. Mundhe a $12,000 car allowance in 2003. Additionally, we made $504 in premium payments for term life insurance for Mr. Mundhe in 2003.

Stock Options

The following table provides information regarding options granted to the named executive officers during the fiscal year ended December 31, 2003. We have not granted any stock appreciation rights.

Each option represents the right to purchase one share of our common stock. The options generally vest over four years. See “Management — Employee Benefit Plans” for more details regarding these options. The percentage of total options set forth below is based on an aggregate of 121,500 options granted to employees in 2003.

The potential realizable value at assumed annual rates of stock price appreciation for the option term shown in the table represents hypothetical gains that could be achieved for the respective options if exercised at the end of the option term. Potential realizable values are net of exercise price, but before taxes associated with exercise. The 5% and 10% assumed annual rates of compounded stock price appreciation are required by rules of the SEC and do not represent our estimate or projection of our future common stock prices. Actual gains, if any, on stock option exercises are dependent on the future performance of our common stock and overall stock market conditions. The amounts reflected in the table may not necessarily be achieved.

Option Grants in 2003



		Individual Grants									Potential Realizable
											Value at Assumed
		Number of									Annual Rates of Stock
		Securities		% of Total							Price Appreciation for
		Underlying		Options			Exercise				Option Term
		Options		Granted to			Price Per
Name and Principal Position		Granted		Employees			Share		Expiration Date		5%		10%

Bruce C. Rhine
	President, Chief Executive
	Officer and Chairman		—		—			—		—		—		—
Bruce Crawford⁽¹⁾
	Senior Vice President,
	Global Operations		6,521		5.4	%	$	3.45		May 7, 2013	$	14,150	$	35,859
Gregory A. Kaiser
	Senior Vice President,
	Marketing and Business
	Development		—		—			—		—		—		—
Rajeev Mundhe⁽²⁾
	Vice President, Global
	Sales		4,347		3.6			3.45		July 15, 2013		9,433		23,966

(1) The 6,521 options vest over a 48-month period as follows: 809 options vest on the sixth-month anniversary of the initial vesting date of May 8, 2003; commencing on June 30, 2003, 136 options vest on each monthly anniversary of the initial vesting date thereafter.

(2) The 4,347 options vest over a 48-month period as follows: 525 options vest on the sixth-month anniversary of the initial vesting date of January 1, 2003; commencing on July 31, 2003, 91 options vest on each monthly anniversary of the initial vesting date thereafter.

The following table shows the number and value of options exercised by each of the named executive officers during fiscal 2003 and the number and value of unexercised options held by each of the named executive officers as of December 31, 2003. There was no public trading market for the common stock as of December 31, 2003. Accordingly, the value of exercised and unexercised options listed below have been calculated on the basis of an initial assumed public offering price of $15.00 per share, less the applicable exercise price per share, multiplied by the number of shares underlying such options.

Aggregated Option Exercises in 2003 and Option Values at December 31, 2003



						Number of Securities
						Underlying Unexercised				Value of Unexercised
		Shares				Options at				In-the-Money Options at
		Acquired				December 31, 2003				December 31, 2003
		Upon		Value
Name and Principal Position		Exercise		Realized		Exercisable		Unexercisable		Exercisable		Unexercisable

Bruce C. Rhine
	President, Chief Executive
	Officer and Chairman		—		—		—		—		—		—
Bruce Crawford
	Senior Vice President,
	Global Operations		14,266	$	210,709		5,842		17,527	$	68,474	$	221,686
Gregory A. Kaiser
	Senior Vice President,
	Marketing and Business
	Development		16,123		224,137		2,717		6,340		40,130		93,642
Rajeev Mundhe
	Vice President, Global
	Sales		6,141		90,469		2,092		5,244		27,515		65,671

Limitation of Liability and Indemnification of Officers and Directors

Our certificate of incorporation and bylaws provide that our directors and officers will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended, against all expenses and liabilities reasonably incurred in connection with their service for or on our behalf. In addition, our certificate of incorporation provides that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper personal benefit from their action as directors. We currently maintain and intend to continue to maintain directors and officers liability insurance. However, we may not be able to maintain adequate levels of directors and officers insurance at an acceptable premium.

Employee Benefit Plans

Stock Incentive Plan

Our 2000 stock incentive plan, or 2000 Plan, was approved by our board of directors and our stockholders in October 2000. Our 2000 Plan initially authorized the issuance of up to 543,478 shares of our common stock, subject to adjustment for stock dividends, stock splits, reverse stock splits, reorganizations, reincorporations and other similar changes in our capital structure, as either incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, nonqualified stock options or restricted stock awards. On December 7, 2001 our board of directors and stockholders approved an increase in the amount of common stock authorized to be issued pursuant to the 2000 Plan by 217,391 shares, and our board of directors, in January 2004, and our stockholders, in March 2004, approved an increase in the amount of common stock authorized to be issued pursuant to the 2000 Plan by an additional 434,782 shares, bringing the total number of shares authorized for issuance up to 1,195,651 shares.

Our board of directors, or a board committee, has the power, subject to certain limitations, to determine the terms of the awards, including the exercise price of the options, the purchase price for restricted stock, the number of shares subject to each award, the exercisability thereof and the form of consideration payable on an option exercise or stock purchase, provided that the exercise price for incentive stock options must be at least 100% of fair market value on the date of grant. Our employees, directors and consultants are eligible to receive awards under the 2000 Plan. The term of an award granted under the 2000 Plan cannot exceed 10 years. No option may be exercised after the expiration of its term. No person is eligible to be granted options under the 2000 Plan totaling more than 130,434 shares of common stock in any calendar year. Options granted under the 2000 Plan generally have an exercise price equal to the fair market value of our common stock on the date of grant. Options generally vest with respect to 1/8th of the shares subject to the option on the date six months after the date of grant and with respect to an additional 1/48th of the shares subject to the option monthly thereafter over the next 41 months.

Options granted under the 2000 Plan typically terminate 30 days following a voluntary termination of service, and three months after an involuntary termination, for any reason other than for cause, death or disability. Options typically terminate one year from the date of termination in the case of disability or death, and immediately upon termination for cause. Stock options granted under the 2000 Plan generally are non-transferable. Pursuant to the 2000 Plan, shares subject to awards that have expired or otherwise terminated without having been exercised in full again become available for grant. The board of directors has the authority to amend or terminate the 2000 Plan. The board of directors may amend outstanding awards, except that an amendment of any outstanding award may not materially adversely affect the rights of the holder without such holder’s consent. The 2000 Plan provides that in the event of certain mergers or other events that result in a change in control of our company, all options and other awards shall become fully vested unless the board determines in its sole discretion prior to such event that vesting will not accelerate.

As of March 31, 2004, options to acquire 366,901 shares of common stock were outstanding, of which options to acquire 90,950 shares of common stock were exercisable as of such date, and options to acquire 436,762 shares of common stock had been exercised under the 2000 Plan, of which 54,721 shares remain subject to a lapsing right of repurchase at the original exercise price of the options pursuant to which such shares were issued, and 391,990 shares remained available for grant pursuant to the 2000 Plan.

Our board of directors has determined that, simultaneously with the completion of this offering, the 2000 Plan will be suspended and no further grants will be made pursuant to it. Any shares remaining for future option grants and any shares subject to options that expire or are canceled under the 2000 Plan will become available for grants under our 2004 equity incentive plan, which will become effective simultaneously with the completion of this offering.

2004 Equity Incentive Plan

Our board of directors has adopted and our stockholders have approved the 2004 equity incentive plan, or 2004 Plan. The 2004 Plan will become effective upon completion of this offering, and will replace the 2000 Plan for purposes of all future equity incentive awards. The 2004 Plan will be administered by our board of directors’ compensation committee. The 2004 Plan allows us to issue awards of incentive or nonqualified stock options, stock appreciation rights, shares of common stock or units denominated in common stock and any other type of award selected by our compensation committee, all of which may be subject to restrictions, which may be based on continued service, the achievement of performance goals or other criteria.

All of the shares reserved but not granted under our 2000 Plan or returned to the 2000 Plan upon termination of awards, up to a maximum of 806,840 shares of common stock, are authorized for issuance under the 2004 Plan.

Options will generally vest in a manner consistent with options granted under the 2000 Plan, and will terminate three months following termination of services except in the case of termination by reason of death or disability, in which case the option will terminate one year following termination of service.

In the event of a company transaction, such as the sale of all or substantially all of our securities or assets or a merger, the 2004 Plan provides that each outstanding award will be assumed or substituted for by the successor company. If the successor company does not assume or substitute awards, outstanding awards will become 100% vested and exercisable (and any restrictions will lapse) immediately before the effective date of the company transaction.

In other material respects, the terms of the 2004 Plan are similar to those of the 2000 Plan.

401(k) Plan

We maintain a retirement savings plan for our employees. The retirement savings plan is intended to constitute a tax-qualified plan under Section 401 of the Internal Revenue Code. The retirement savings plan provides that each participant may contribute up to 60% of his or her pre-tax compensation, up to a statutory limit, which is $13,000 in calendar year 2004, and $16,000 for participants who are at least age 50 prior to the end of 2004. The plan also permits us to make discretionary matching and profit sharing contributions, subject to established limits and a vesting schedule. Under the plan, each employee is fully vested in his or her deferred salary contributions and any earnings thereon, but employer matching contributions and employer profit sharing contributions and any earnings thereon vest upon the completion of four years of service. Employee contributions are held and invested by the plan’s trustee in accordance with participant investment directions.

RELATED PARTY TRANSACTIONS

Acquisition of Bio-Rad SMD

We acquired Bio-Rad SMD in July 2000. As a result of this transaction, Bio-Rad became one of our principal stockholders. We also issued Bio-Rad a note for $8.0 million bearing interest at a rate of 13.5% per annum, which we intend to repay with a portion of the net proceeds of this offering. We also entered into a number of other agreements with Bio-Rad in connection with the acquisition, including agreements with respect to supply of products, transition services, employee services, distribution and facility leases. David Schwartz, one of our directors, is the Chairman of Bio-Rad.

We have entered into leases with Bio-Rad for facilities in Hemel Hempstead and York, United Kingdom. The rent for the York, United Kingdom facility is approximately $19,580 per month, based on a conversion rate of 1.78 dollars per pound on December 31, 2003. We lease a facility in Hemel Hempstead from a Bio-Rad affiliate for approximately $11,422 per month, based on a conversion rate of 1.78 dollars per pound on December 31, 2003. Our lease with Bio-Rad for a facility in Randolph, Massachusetts expired as of December 31, 2003.

Under a Securityholders Agreement entered into in connection with the acquisition of Bio-Rad SMD, Bruce C. Rhine, our President, Chief Executive Officer and Chairman, and Peter Joost, one of our directors, and certain of their affiliates were granted an irrevocable option to purchase, exercisable at any time, in whole or in part, prior to July 31, 2005, their pro-rata share of an aggregate of 159,086 shares of our common stock held by Bio-Rad for an aggregate purchase price of $5.0 million in cash. If this option were exercised presently, JFI II, L.P., a Joost affiliate, would be entitled to purchase 69,324 shares, Mr. Rhine and his wife would be entitled to purchase 56,375 shares, The Rhine 2000 Children’s Trust would be entitled to purchase 24,170 shares, and Peter M. and Lindsay M. Joost, Trustees U/T/A dated April 11, 2002, would be entitled to purchase 9,217 shares of the 159,086 shares of Bio-Rad common stock subject to the option.

The Securityholders Agreement also contains restrictions on transfer of our common stock and Series A preferred stock, subject to limited exceptions, and other rights, including:

• a right of first offer for Mr. Rhine, Mr. Joost, certain of their affiliates and our company with respect to transfers of shares by other securityholders,

• a right of Mr. Rhine, Mr. Joost, and certain of their affiliates to force the sale of a certain percentage of the shares of other securityholders in circumstances where Mr. Rhine, Mr. Joost and their affiliates propose to transfer certain percentages of their securities,

• a right of certain securityholders to join in certain sales of securities by Mr. Rhine, Mr. Joost and certain of their affiliates and

• the demand and piggyback registration rights described in more detail in “Description of Capital Stock — Registration Rights.”

With the exception of the demand and piggyback registration rights, all of the rights described above, including the option on Bio-Rad’s common stock, terminate upon completion of this offering.

Sale of Securities

In connection with our acquisition of Bio-Rad SMD, we issued 954,391 shares of common stock to Bio-Rad, which then became one of our principal stockholders. In addition, we issued 123,652 shares of our common stock and 272 shares of our Series A preferred stock to FSC Corp., a wholly owned subsidiary of FleetBoston Financial Corporation.

In 2000, we issued an aggregate of 1,854,521 shares of common stock and 4,073 shares of Series A preferred stock to Bruce C. Rhine, our President, Chief Executive Officer and Chairman and the Rhine 2000 Children’s Trust. We also issued an aggregate of 1,861,391 shares of common stock and 4,089 shares of Series A preferred stock to Peter Joost, one of our directors, and to JFI II, L.P. Mr. Joost

subsequently transferred the shares held in his name to Peter M. and Lindsay M. Joost, Trustees U/T/A dated April 11, 2002. Mr. Rhine and the Rhine 2000 Children’s Trust paid an aggregate total of $4.5 million for their shares and Mr. Joost and JFI II, L.P. paid an aggregate total of $4.5 million for their shares.

In September 2000, we issued 53,565 shares of common stock and 118 shares of Series A preferred stock to Gregory Kaiser, currently our Senior Vice President, Marketing and Business Development, for $130,000; and 41,217 shares of common stock and 91 shares of Series A preferred stock to Bruce Crawford, our Senior Vice President, Global Operations, for $100,000. We also issued 5,478 shares of common stock and 12 shares of Series A preferred stock to Jeffrey Rosen, one of our directors, for $13,333; and 391 shares of common stock and 1 share of Series A preferred stock to Joseph Dox, one of our directors, for $1,000.

We have granted demand and piggyback registration rights to these and other purchasers of our common stock and Series A preferred stock. See “Description of Capital Stock — Registration Rights.”

We issued 7,787,804 shares of our convertible preferred stock to a number of investors in November 2000. Robertson Stephens served as placement agent for that offering, and an affiliate of Robertson Stephens, RS Coinvestment Fund, L.L.C., purchased approximately 3,573,170 shares of convertible preferred stock in the offering. The convertible preferred stockholders have been granted piggyback registration rights. See “Description of Capital Stock — Registration Rights.”

Other Related Party Transactions

Loans to Executive Officers. We do not have any loans outstanding to any of our directors or executive officers.

Stock Options Granted to Directors and Executive Officers. For more information regarding the grant of stock options to directors and executive officers, please see “Management — Director Compensation” and “Employee Benefit Plans.”

Indemnification and Insurance. Our bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law. We currently maintain and intend to continue to maintain directors and officers liability insurance. In addition, our certificate of incorporation limits the personal liability of our board members for breaches by the directors of their fiduciary duties. See “Management — Limitation of Liability and Indemnification of Officers and Directors.”

Lease Agreement. AOTI Operating Company, Inc., our wholly owned subsidiary through which we conduct operations, has leased office space from CEAD Partners, LLC, which is controlled and managed by Bruce C. Rhine, our President, Chairman and Chief Executive Officer. This lease is for 2,800 square feet of space in the city of Bend, Oregon. The office space is located in a building owned by CEAD Partners, LLC. The term is from October 1, 2003 to September 30, 2004, and the monthly rent is approximately $3,800. We believe that the rent we pay approximates market prices for similar property in Bend, Oregon.

Subsidiary Ownership. Gregory Kaiser, Senior Vice President, Marketing and Business Development, owns 5% of Accent Optical Technologies (Switzerland) GmbH, one of our subsidiaries, as our nominee. We expect Mr. Kaiser to transfer his ownership to us prior to the effectiveness of the offering.

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information known to us with respect to the beneficial ownership of our common stock as of March 31, 2004, as adjusted to reflect the sale of 2,500,000 shares of our common stock offered under this prospectus, for:

• each person or group of affiliated persons who is known by us to own beneficially 5% or more of our common stock,

• each of our directors,

• each of our named executive officers,

• all of our directors and executive officers as a group and

• each selling stockholder.

Except as indicated in the footnotes to the table and subject to community property laws where applicable, the persons named in the table have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them. Beneficial ownership and percentage beneficial ownership are determined in accordance with the rules of the Securities and Exchange Commission. The table includes the number of shares underlying options which are exercisable within 60 days from March 31, 2004. The address for those individuals for which an address is not otherwise indicated is: Accent Optical Technologies, Inc., 131 NW Hawthorne Avenue, Suite 207, Bend, Oregon 97701.

The percentage of beneficial ownership after the offering is based on 7,333,919 shares outstanding as of March 31, 2004, and 2,500,000 shares sold by us in this offering. For the purpose of the table, we assume no exercise by the underwriters of their overallotment options. If the overallotment options are exercised in full, we will sell an additional 277,500 shares of common stock and Bio-Rad Laboratories, Inc. will sell an additional 277,500 shares of common stock.



		Shares Beneficially							Shares Beneficially Owned
		Owned Prior to Offering							After Offering
							Shares Being
Beneficial Owner		Number		Percent			Offered		Number		Percent

Five percent stockholders:
JFI II, L.P.⁽¹⁾			2,031,756		27.7	%				2,031,756		20.7	%
	555 California St., Suite 5180 San Francisco, CA 94104
Bio-Rad Laboratories, Inc.⁽²⁾			954,391		13.0			477,100		477,291		4.9
	Alfred Nobel Drive Hercules, CA 94547
Rhine 2000 Children’s Trust⁽³⁾			708,396		9.7					708,396		7.2
	298 Mt. Top Road Howard, PA 16841
FleetBoston Financial Corporation⁽⁴⁾			440,771		6.0			406,197		34,574		*
	100 Federal Street Boston, MA 02110

Directors and executive officers:
Bruce C. Rhine⁽⁵⁾			2,347,765		32.0					2,347,765		23.9
Peter M. Joost⁽⁶⁾			2,301,883		31.4					2,301,883		23.4
David Schwartz⁽⁷⁾			954,391		13.0					477,291		4.9
Gregory A. Kaiser⁽⁸⁾			134,705		1.8					134,705		1.4
Bruce Crawford⁽⁹⁾			86,070		1.2					86,070		*
Jeffrey J. Rosen⁽¹⁰⁾			18,620		*					18,620		*
Rajeev Mundhe⁽¹¹⁾			17,926		*					17,926		*
Joseph F. Dox⁽¹²⁾			15,704		*					15,704		*
Reid Langrill⁽¹³⁾			13,586		*					13,586		*



	Shares Beneficially						Shares Beneficially Owned
	Owned Prior to Offering						After Offering
					Shares Being
Beneficial Owner	Number		Percent		Offered		Number		Percent

Robert J. Therrien⁽¹⁴⁾		11,322		*				11,322		*
William Landreth⁽¹⁵⁾		8,333		*				8,333		*
All directors and executive officers as a group (11 persons)⁽¹⁶⁾		5,910,310		80.1				5,433,210		55.0

Other selling stockholders:
Stephen Blight⁽¹⁷⁾		121,787		1.7		118,500		3,287		*
MCP Global Corporation Ltd.		117,895		1.6		80,400		37,495		*
Winfield Capital Corporation		47,158		*		42,800		4,358		*
Scott Chang⁽¹⁷⁾		19,765		*		19,100		665		*
Clover Hill LLC		27,115		*		24,600		2,515		*
Hayden Anderson⁽¹⁷⁾		13,282		*		12,800		482		*
Andrew William Gurnell⁽¹⁷⁾		11,471		*		11,100		371		*
Douglas Rea		2,717		*		2,717		0		*
Victor Higgs⁽¹⁷⁾		2,522		*		2,522		0		*
Westrate Family Trust⁽¹⁸⁾		2,164		*		2,164		0		*

* Less than 1%.

(1) The general partner of JFI II, L.P. is Joost Enterprises Corporation. Joost Enterprises Corporation is wholly owned by Peter M. and Lindsay M. Joost, Trustees U/ T/ A dated April 11, 2002, of which Peter Joost, who serves on our board of directors, is a Trustee. Mr. Joost is also the President of Joost Enterprises Corporation. If JFI II exercises its option to purchase its pro-rata share of 159,086 shares of our common stock from Bio-Rad, it will own an additional 69,324 shares of common stock for a total of 2,101,080 shares of common stock, or 28.6% before this offering and 21.4% after this offering.

(2) Bio-Rad will own 795,305 shares of common stock, or 10.8% before this offering and 3.2% after this offering if Bruce Rhine, Peter M. and Lindsay M. Joost, Trustees U/T/A dated April 11, 2002, JFI II, L.P. and the Rhine 2000 Children’s Trust exercise their options to purchase an aggregate of 159,086 shares of our common stock from Bio-Rad. Additionally, assuming such options are not exercised, Bio-Rad will own 199,791 shares of common stock, or 2.0% after this offering if the underwriters exercise their over-allotment option to purchase 277,500 shares from Bio-Rad. David Schwartz, the Chairman of Bio-Rad, serves on our board of directors.

(3) The beneficiaries of the Rhine 2000 Children’s Trust are the minor children of Bruce Rhine, our President, Chief Executive Officer and Chairman. David Johnson is the Trustee and has sole voting and investment power over the stock held by the trust. If the trust exercises its option to purchase its pro-rata share of 159,086 shares of our common stock from Bio-Rad, it will own an additional 24,170 shares of common stock for a total of 732,566 shares of common stock, or 10.0% before this offering and 7.4% after this offering.

(4) Includes 152,911 shares of common stock held by FSC Corp., a wholly owned subsidiary of FleetBoston Financial Corporation, and 287,860 shares of common stock held by RS Coinvestment Fund., L.L.C, prior to the offering. FSC Corp. is selling 145,717 shares, and RS Coinvestment Fund, L.L.C. is selling 260,480 shares. The manager of RS Coinvestment Fund, L.L.C. is Robertson Stephens Inc., a wholly owned subsidiary of FleetBoston Financial Corporation. FleetBoston Financial Corporation, acting through its officers and board of directors and the officers and board of directors of its wholly owned subsidiaries, has investment and dispositive control of these shares.

(5) Includes 708,396 shares of common stock held by the Rhine 2000 Children’s Trust, 1,639,369 shares held jointly with Mr. Rhine’s wife and 42,563 shares of common stock that are not transferable and are subject to a repurchase right in favor of the Company, which restrictions will not lapse within 60 days. Mr. Rhine disclaims beneficial ownership with respect to the shares held by the Rhine 2000


		Children’s Trust. If he exercises his option to purchase his pro rata share of 159,086 shares of our common stock from Bio-Rad, he will own an additional 56,375 shares of common stock for a total of 2,404,140 shares of common stock, or 31.4% before this offering and 23.4% after this offering.

(6) Includes 2,031,756 shares of common stock held by JFI II, L.P. and 270,127 shares of common stock held by Peter M. and Lindsay M. Joost, Trustees U/T/A dated April 11, 2002, with respect to which Mr. Joost has shared voting and dispositive powers. Mr. Joost is the President of Joost Enterprises Corporation, which is the general partner of JFI II, L.P. If Peter M. and Lindsay M. Joost, Trustees U/T/A dated April 11, 2002, and JFI II, L.P. exercise their options to purchase their pro-rata share of 159,086 shares of our common stock from Bio-Rad, Mr. Joost will be deemed to be the beneficial owner of an additional 9,217 shares of common stock for a total of 2,311,100 shares of common stock, or 31.5% before this offering and 23.5% after this offering.

(7) Includes 954,391 shares of common stock held by Bio-Rad Laboratories, Inc. prior to the offering and 477,291 shares after the offering, with respect to which Mr. Schwartz disclaims beneficial ownership.

(8) Includes 19,148 shares of common stock that are not transferable and are subject to a repurchase right in favor of the Company, which restrictions will not lapse within 60 days; and 9,565 shares of common stock held in trust by the Kaiser Family Trust dated June 20, 2000, with respect to which Mr. Kaiser disclaims beneficial ownership.

(9) Includes 10,824 shares of common stock issuable upon the exercise of options exercisable within 60 days.

(10) Includes 3,487 shares of common stock issuable upon the exercise of options exercisable within 60 days.

(11) Includes 1,549 shares of common stock issuable upon the exercise of options exercisable within 60 days and 815 shares of common stock that are not transferable and are subject to a repurchase right in favor of the Company, which restrictions will not lapse within 60 days.

(12) Includes 3,894 shares of common stock that are not transferable and are subject to a repurchase right in favor of the Company, which restrictions will not lapse within 60 days; and 869 shares of common stock held in trust for Mr. Dox’s minor children with respect to which he disclaims beneficial ownership.

(13) Includes 5,661 shares of common stock issuable upon the exercise of options exercisable within 60 days.

(14) Includes 11,322 shares of common stock issuable upon the exercise of options exercisable within 60 days.

(15) Includes 8,333 shares of common stock issuable upon the exercise of options exercisable within 60 days.

(16) Includes 41,178 shares of common stock issuable upon the exercise of options exercisable within 60 days; 67,154 shares of common stock that are not transferable and are subject to a repurchase right in favor of the Company, which restrictions will not lapse within 60 days; 708,396 shares of common stock held by the Rhine 2000 Children’s Trust with respect to which Mr. Rhine disclaims beneficial ownership; 954,391 shares of common stock prior to the offering and 477,291 shares after the offering, held by Bio-Rad Laboratories, Inc. with respect to which Mr. Schwartz disclaims beneficial ownership; 9,565 shares held by the Kaiser Family Trust with respect to which Mr. Kaiser disclaims beneficial ownership; and 869 shares held in trust for Mr. Dox’s minor children with respect to which he disclaims beneficial ownership.

(17) Selling stockholder was an employee of the Company within the last three years.

(18) Trustee of selling stockholder was an employee of the Company within the last three years.

DESCRIPTION OF CAPITAL STOCK

Upon completion of this offering, our authorized capital stock will consist of 300,000,000 shares of common stock, par value $0.00001 per share, and 9,765,648 shares of preferred stock, par value $0.01 per share. Set forth below is a description of the common stock and the preferred stock that may be issued under our amended and restated certificate of incorporation.

Common Stock

As of March 31, 2004, there were 5,691,082 shares of common stock outstanding held of record by 265 stockholders. Options to purchase 366,901 shares of common stock were also outstanding. There will be 9,833,919 shares of common stock outstanding upon the closing of this offering (assuming no exercise of the underwriters’ overallotment options or the exercise of outstanding options) after giving effect to the issuance of 2,500,000 shares of common stock offered by us under this prospectus.

Each share of common stock has identical rights and privileges. The holders of our common stock are entitled to vote upon all matters submitted to a vote of our stockholders and are entitled to one vote for each share of common stock held.

Subject to the prior rights and preferences, if any, applicable to shares of preferred stock or any series of preferred stock, the holders of common stock are entitled to receive such dividends, payable in cash, stock or otherwise, as may be declared by our board out of any funds legally available for the payment of dividends. See “Dividend Policy.”

If we voluntarily or involuntarily liquidate, dissolve or wind-up, the holders of common stock will be entitled to receive, after distribution in full of preferential amounts, if any, to be distributed to the holders of preferred stock, all of the remaining assets available for distribution ratably in proportion to the number of shares of common stock held by them. Holders of common stock have no preferences or any preemptive conversion or exchange rights.

Preferred Stock

As of March 31, 2004, there were 9,445 shares of Series A preferred stock and 7,787,804 shares of convertible preferred stock outstanding. All outstanding shares of preferred stock together with accrued and unpaid dividends thereon will be converted into shares of our common stock upon the closing of this offering and these shares of preferred stock will no longer be authorized, issued or outstanding.

Our board is authorized to provide for the issuance of shares of preferred stock in one or more series, and to fix for each series voting rights, if any, designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions as provided in a resolution or resolutions adopted by the board. The board may authorize the issuance of shares of preferred stock with terms and conditions which could discourage a takeover or other transaction that holders of some or a majority of shares of common stock might believe to be in their best interests or in which holders of common stock might receive a premium for their shares over the then market price.

Registration Rights

Pursuant to the Securityholders Agreement among us and certain of our security holders, at any time following six months from the effective date of this offering, a limited number of those security holders will be entitled to demand registration under the Securities Act of 1933 and all will be entitled to piggyback registration of their shares of common stock, including common stock received from the conversion of their Series A preferred stock upon the closing of this offering. The holders of our convertible preferred stock, which will convert into common stock upon the closing of this offering, are also entitled to piggyback registration rights at any time following six months from the effective date of this offering pursuant to the Investor Rights Agreement among us and those convertible preferred stockholders. If we propose to register any shares of common stock either for our account or for the account of other security holders, our security holders having piggyback registration rights are entitled to

receive notice of such registration and are entitled to include their shares in that registration. Further, holders of common stock received upon conversion of our convertible preferred stock may require us to file registration statements on Form S-3 when we are eligible to use that form. These registration rights are subject to conditions and limitations, among which is the right of the underwriters of an offering to limit the number of shares of common stock held by security holders with registration rights to be included in such registration. We are generally required to bear the expenses of all of these demand or piggyback registrations, except underwriting discounts and selling commissions.

Registration of any of the shares of our common stock held by security holders with registration rights would result in such shares becoming freely tradable without restriction under the Securities Act of 1933 immediately upon effectiveness of such registration.

Anti-Takeover Effects of Provisions of Delaware Law and Our Certificate of Incorporation and Bylaws

Delaware Anti-Takeover Statute

Upon completion of this offering, we will be subject to the provisions of Section 203 of the Delaware General Corporation Law, an anti-takeover law. Subject to exceptions, the statute prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

• prior to such date, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder,

• upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding, those shares owned (1) by persons who are directors and also officers and (2) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or

• on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

For purposes of Section 203, a “business combination” includes a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder, with an “interested stockholder” being defined as a person who, together with affiliates and associates, owns, or within three years prior to the date of determination whether the person is an “interested stockholder,” did own, 15% or more of the corporation’s voting stock.

Certificate of Incorporation and Bylaws

In addition to the Delaware Anti-Takeover Statute, some provisions of our certificate of incorporation and bylaws may have an anti-takeover effect. These provisions may delay, defer or prevent a tender offer or takeover attempt of our company that a stockholder might consider in his or her best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders. The following summarizes these provisions:

Classified Board of Directors; Removal of Directors

Our board of directors is divided into three classes of directors, as nearly equal in size as is practicable, serving staggered three-year terms. As a result, approximately one-third of our board of

directors are elected each year. In addition, only our board of directors is authorized to fill vacant directorships or increase the size of our board. Directors may only be removed for cause by holders of two-thirds of the shares entitled to vote at an election of directors.

Stockholder Action; Special Meeting of Stockholders

Our certificate of incorporation does not permit our stockholders to act by written consent. Our bylaws provide that special meetings of our stockholders may be called only by a majority of our board of directors.

Advanced Notice Requirements for Stockholders Proposals and Directors Nominations

Our bylaws provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of stockholders, must provide us with timely written notice of their proposal. To be timely, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices not less than 120 days before the date in the current year that corresponds to the date we released the notice of annual meeting to stockholders in connection with the previous year’s annual meeting. If, however, no meeting was held in the prior year or the date of the annual meeting has been changed by more than 30 days from the date contemplated in the notice of annual meeting, notice by the stockholder in order to be timely must be received no later than the close of business on the tenth day following the day on which the date of the annual meeting is publicly announced. Our bylaws also specify requirements as to the form and content of a stockholder’s notice. These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders.

Authorized But Unissued Shares

Our authorized but unissued shares of common stock and preferred stock are available for our board to issue without stockholder approval. We may use these additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of our authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of our company by means of a proxy context, tender offer, merger or other transaction.

Stockholder Supermajority Vote Provisions

The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our certificate of incorporation and bylaws include supermajority vote provisions that require the affirmative vote of the holders of at least two-thirds of the combined voting power of all then-outstanding shares of our voting capital stock in order to amend our bylaws or to amend the provisions of our certificate of incorporation relating to the inability of the stockholders to act by written consent.

Amendment of Bylaws

Our directors will be expressly authorized to amend our bylaws.

Indemnification

Our bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law. We currently maintain and intend to continue to maintain directors and officers liability insurance. In addition, our certificate of incorporation limits the personal liability of our board members for breaches by the directors of their fiduciary duties to the fullest extent permitted under Delaware law.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Mellon Investor Services, LLC.

Nasdaq National Market Listing

We have applied to list our common stock for quotation on the Nasdaq National Market under the symbol “AXNT.”

SHARES ELIGIBLE FOR FUTURE SALE

Before this offering, there has been no public market for our common stock. If our stockholders sell substantial amounts of our common stock in the public market following this offering, the prevailing market price of our common stock could decline. While substantially all currently outstanding shares are subject to contractual and legal restrictions on resale for 180 days after the date of this prospectus, as described below, sales of substantial amounts of our common stock in the public market after these restrictions lapse could adversely affect the prevailing market price and our ability to raise equity capital in the future.

Upon the closing of this offering, we will have outstanding an aggregate of 9,833,919 shares of our common stock, based upon the number of shares outstanding at March 31, 2004 and assuming conversion of all of our outstanding preferred stock plus accrued and unpaid dividends thereon, no exercise of the underwriters’ overallotment options, no exercise of outstanding options and no grant of additional options. All shares sold in this offering will be freely tradable without restriction or the requirement of further registration under the Securities Act, unless they are purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act. The remaining shares are “restricted shares,” as that term is defined in Rule 144 under the Securities Act, and will be eligible for sale in the public market as follows:

Lock-up Agreements. All of our directors, officers, option holders and holders of all but shares of our common stock outstanding or issuable upon exercise of outstanding options are subject to lock-up agreements under which they have agreed not to transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock for 180 days after the date of this prospectus. Merrill Lynch & Co. may, in its sole discretion, at any time and without prior notice or announcement, release all or any portion of shares subject to the lock-up agreements.

Rule 144. In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person who has beneficially owned shares of our common stock for at least one year, including the holding period of prior owners other than affiliates, is entitled to sell within any three-month period a number of shares that does not exceed the greater of (a) 1% of the number of shares of our common stock then outstanding, which will equal approximately 98,000 shares immediately after the offering, or (b) the average weekly trading volume of our common stock on the Nasdaq National Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale. Sales under Rule 144 are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us. Based upon the number of shares outstanding at March 31, 2004, an aggregate of approximately 5.0 million shares of our common stock will be eligible to be sold pursuant to Rule 144, subject to the volume restrictions described in the previous sentence, beginning 90 days after the date of this prospectus. However, all but million of such shares are subject to the lock-up agreements described above and will only become eligible for sale upon the expiration or termination of such agreements.

Rule 144(k). Under Rule 144(k), a person who is not deemed to have been one of our affiliates at any time during the three months preceding a sale and who has beneficially owned shares for at least two years, including the holding period of certain prior owners other than affiliates, is entitled to sell those shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144. Based upon the number of shares outstanding at March 31, 2004, an aggregate of approximately 741,000 shares of our common stock will be eligible to be sold pursuant to Rule 144(k) after the date of the prospectus. However, all but million of such shares are subject to the lock-up agreements described above and will only become eligible for sale upon the expiration or termination of such agreements.

Rule 701. In general, under Rule 701 of the Securities Act as currently in effect, each of our directors, officers, employees, consultants or advisors who purchased shares from us before the date of this prospectus in connection with our 2000 stock incentive plan or other written compensatory agreement is eligible to resell such shares 90 days after the date of the prospectus in reliance on Rule 144, but without

compliance with restrictions, including the holding period, contained in Rule 144. Based upon the number of shares outstanding as of March 31, 2004, an aggregate of approximately 437,000 shares of our common stock which are outstanding as of March 31, 2004, and approximately 367,000 shares of our common stock that may be acquired upon exercise of options outstanding as of March 31, 2004, will be eligible to be sold pursuant to Rule 701 beginning 90 days after the date of the prospectus, subject to the vesting provisions that may be contained in individual option agreements. However, all of such shares are subject to the lock-up agreements described above and will only become eligible for sale upon the expiration or termination of such agreements.

Registration Rights. After this offering, holders of approximately 6.1 million shares of our common stock are entitled to have their shares registered by us under the Securities Act. See “Description of Capital Stock — Registration Rights.” After any registration of these shares, such shares will be freely tradable, without restriction under the Securities Act.

Stock Plans. As of March 31, 2004, options to purchase 366,901 shares of our common stock were outstanding under our 2000 Plan. After this offering, we intend to file a registration statement on Form S-8 under the Securities Act of 1933 covering shares of common stock reserved for issuance under our 2000 Plan and our 2004 Plan. At that point, subject to the satisfaction of applicable exercisability periods, Rule 144 volume limitations applicable to affiliates and the lock-up agreements with the underwriters referred to above, shares of common stock to be issued upon exercise of outstanding options granted pursuant to our stock incentive plans will be available for immediate resale in the public market.

MATERIAL UNITED STATES FEDERAL TAX

CONSIDERATIONS FOR NON-UNITED STATES HOLDERS

The following is a general discussion of certain material U.S. federal income and estate tax considerations of the ownership and disposition of our common stock by a beneficial owner thereof that is a “Non-U.S. Holder.” A “Non-U.S. Holder” is a person or entity that, for U.S. federal income tax purposes, is a non-resident alien individual, a foreign corporation or a foreign estate or trust. The test for whether an individual is a resident of the U.S. for federal estate tax purposes differs from the test used for federal income tax purposes. Some individuals, therefore, may be “Non-U.S. Holders” for purposes of the federal income tax discussion below, but not for purposes of the federal estate tax discussion, and vice versa.

This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, judicial decisions and administrative regulations and interpretations in effect as of the date of this prospectus, all of which are subject to change, including changes with retroactive effect. This discussion does not address all aspects of U.S. federal income and estate taxation that may be relevant to Non-U.S. Holders in light of their particular circumstances (including, without limitation, Non-U.S. Holders who are pass-through entities or who hold their common stock through pass-through entities) and does not address any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction. Prospective holders should consult their own tax advisors with respect to the federal income and estate tax consequences of holding and disposing of our common stock in light of their particular situations and any consequences to them arising under the laws of any state, local or non-U.S. jurisdiction.

Dividends

Subject to the discussion below, distributions, if any, made to a Non-U.S. Holder of our common stock out of our current or accumulated earnings and profits generally will constitute dividends for U.S. tax purposes and will be subject to withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. To obtain a reduced rate of withholding under an income tax treaty, a Non-U.S. Holder generally will be required to provide us with a properly-executed IRS Form W-8BEN certifying the Non-U.S. Holder’s entitlement to benefits under that treaty. Treasury Regulations provide special rules to determine whether, for purposes of determining the applicability of an income tax treaty, dividends paid to a Non-U.S. Holder that is an entity should be treated as paid to the entity or to those holding an interest in that entity. To the extent such distributions exceed our current and accumulated earnings and profits for U.S. tax purposes, they will constitute a return of capital and will first reduce your basis in our common stock, but not below zero, and then will be treated as gain from the sale of our common stock.

There will be no withholding tax on dividends paid to a Non-U.S. Holder that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States if a properly-executed IRS Form W-8ECI, stating that the dividends are so connected, is provided to us. Instead, the effectively connected dividends will be subject to regular U.S. income tax, generally in the same manner as if the Non-U.S. Holder were a U.S. citizen or resident alien or a domestic corporation, as the case may be, unless a specific income tax treaty exemption applies. A corporate Non-U.S. Holder receiving effectively connected dividends may also be subject to an additional “branch profits tax,” which is imposed, under certain circumstances, at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) of the corporate Non-U.S. Holder’s effectively connected earnings and profits, subject to certain adjustments. If you are eligible for a reduced rate of withholding tax pursuant to a tax treaty, you may obtain a refund of any excess amounts currently withheld if you file an appropriate claim for refund with the U.S. Internal Revenue Service.

Gain on Disposition of Common Stock

A Non-U.S. Holder generally will not be subject to U.S. federal income tax with respect to gain realized on a sale or other disposition of our common stock unless: (i) the gain is effectively connected

with a trade or business of such holder in the United States and, if an income tax treaty applies, to a permanent establishment of the Non-U.S. Holder in the U.S. under the terms of the treaty; (ii) in the case of Non-U.S. Holders who are nonresident alien individuals and hold our common stock as a capital asset, such individuals are present in the United States for 183 or more days in the taxable year of the disposition and certain other conditions are met; (iii) the Non-U.S. Holder is subject to tax pursuant to the provisions of the Code regarding the taxation of U.S. expatriates; or (iv) we are or have been a “United States real property holding corporation” within the meaning of Code Section 897(c)(2) at any time within the shorter of the five-year period preceding such disposition or such holder’s holding period. We believe that we are not, and do not anticipate becoming, a United States real property holding corporation. Even if we are treated as a United States real property holding corporation, gain realized by a Non-U.S. Holder on a disposition of our common stock will not be subject to U.S. federal income tax so long as: (a) the Non-U.S. Holder owned directly or indirectly, no more than five percent of our common stock at all times within the shorter of (x) the five year period preceding the disposition or (y) the holder’s holding period; and (b) our common stock is regularly traded on an established securities market. There can be no assurance that our common stock will continue to qualify as being regularly traded on an established securities market.

If you are a Non-U.S. Holder described in (i) above, you will be required to pay tax on the net gain derived from the sale at regular graduated U.S. federal income tax rates, and corporate Non-U.S. Holders described in (i) above may be subject to the branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. If you are an individual Non-U.S. Holder described in (ii) above, you will be required to pay a flat 30% tax on the gain derived from the sale, which tax may be offset by U.S. source capital losses (even though you are not considered a resident of the United States).

Information Reporting Requirements and Backup Withholding

Generally, we must report to the U.S. Internal Revenue Service the amount of dividends paid, the name and address of the recipient, and the amount, if any, of tax withheld. A similar report is sent to the holder. Pursuant to tax treaties or certain other agreements, the U.S. Internal Revenue Service may make its reports available to tax authorities in the recipient’s country of residence.

Payments of dividends or of proceeds on the disposition of our common stock made to you may be subject to information reporting and backup withholding (currently at a rate of 28%) unless you establish an exemption, for example by properly certifying your non-U.S. status on a Form W-8BEN or another appropriate version of Form W-8. Nevertheless, backup withholding and information reporting may apply if either we or our paying agent has actual knowledge, or reason to know, that you are a U.S. person.

Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is furnished to the U.S. Internal Revenue Service.

Federal Estate Tax

The estates of nonresident alien individuals are subject to U.S. federal estate tax on property with a U.S. situs. Because we are a U.S. corporation, our common stock will be U.S. situs property and therefore will be included in the taxable estate of a nonresident alien decedent. This U.S. federal estate tax liability of the estate of a nonresident alien may be affected by a tax treaty between the United States and the decedent’s country of residence.

THE PRECEDING DISCUSSION OF U.S. FEDERAL TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY. IT IS NOT TAX ADVICE. EACH PROSPECTIVE HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR COMMON STOCK.

UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC, Piper Jaffray & Co., Needham & Company, Inc., and Adams, Harkness & Hill, Inc. are acting as representatives of each of the underwriters named below. Subject to the terms and conditions set forth in a purchase agreement among us, the selling stockholders and the underwriters, we and the selling stockholders have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us and the selling stockholders, the number of shares of common stock set forth opposite its name below.


		Number of
Underwriter		Shares

Merrill Lynch, Pierce, Fenner & Smith Incorporated
UBS Securities LLC
Piper Jaffray & Co.
Needham & Company, Inc.
Adams, Harkness & Hill, Inc.

	Total		3,700,000

Subject to the terms and conditions set forth in the purchase agreement, the underwriters have agreed, severally and not jointly, to purchase all of the shares sold under the purchase agreement if any of these shares are purchased. If an underwriter defaults, the purchase agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the purchase agreement may be terminated.

We and the selling stockholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the purchase agreement, such as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Commissions and Discounts

The representatives have advised us that they propose initially to offer the shares to the public at the initial public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $ per share. The underwriters may allow, and the dealers may reallow, a discount not in excess of $ per share to other dealers. After the initial public offering, the public offering price, concession and discount may be changed.

The following table shows the public offering price, underwriting discount and proceeds before expenses to us and the selling stockholders . The information assumes either no exercise or full exercise by the underwriters of their overallotment options.

Per Share

Without Option

With Option

Public offering price

Underwriting discount

Proceeds, before expenses, to Accent Optical Technologies

Proceeds, before expenses, to selling stockholders

The total expenses of the offering payable by us, not including the underwriting discount, are estimated at $1.2 million.

Overallotment Options

We and Bio-Rad have granted options to the underwriters to purchase up to 555,000 additional shares at the public offering price, less the underwriting discount. The underwriters may exercise these options for 30 days from the date of this prospectus solely to cover any overallotments. If the underwriters exercise these options, each will be obligated, subject to conditions contained in the purchase agreement, to purchase a number of additional shares proportionate to that underwriter’s initial amount reflected in the above table.

Reserved Shares

At our request, the underwriters have reserved for sale, at the initial public offering price, up to shares for sale to some of our directors, officers, employees, distributors, dealers, business associates and related persons. If these persons purchase reserved shares, this will reduce the number of shares available for sale to the general public. Any reserved shares that are not orally confirmed for purchase within one day of the pricing of this offering will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus.

No Sales of Similar Securities

We and the selling stockholders, our executive officers and directors and our other existing security holders have agreed not to sell or transfer any common stock or securities convertible into, exchangeable for or exercisable for common stock, for 180 days after the date of this prospectus without first obtaining the written consent of Merrill Lynch. Specifically, we and these other persons have agreed not to directly or indirectly:

• offer, pledge, sell or contract to sell any common stock,

• sell any option or contract to purchase any common stock,

• purchase any option or contract to sell any common stock,

• grant any option, right or warrant for the sale of any common stock,

• lend or otherwise dispose of or transfer any common stock, or

• enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of common stock or other securities, in cash or otherwise.

This lockup provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

Quotation on the Nasdaq National Market

We have applied to list our common stock for quotation on the Nasdaq National Market under the symbol “AXNT.”

Before this offering, there has been no public market for our common stock. The public offering price will be determined through negotiations among us, the selling stockholders and the representatives.

In addition to prevailing market conditions, the factors to be considered in determining the initial public offering price are:

• the valuation multiples of publicly traded companies that the representatives believe to be comparable to us,

• our financial information,

• the history of, and the prospects for, our past and present operations, and the prospects for, and timing of, our future revenues,

• an assessment of our management, our past and present operations, and the prospects for, and timing of, our future revenues,

• the present state of our development and

• the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

An active trading market for the shares may not develop. It is also possible that after the offering the shares will not trade in the public market at or above the initial public offering price. The underwriters do not expect to sell more than five percent of the shares being offered in this offering to accounts over which they exercise discretionary authority.

Price Stabilization, Short Positions and Penalty Bids

Until the distribution of the shares is completed, Securities and Exchange Commission rules may limit the underwriters and selling group members from bidding for and purchasing our common stock. However, the representatives may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix or maintain that price.

The underwriters may purchase and sell our common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares from the issuer in the offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the overallotment options. “Naked” short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of shares of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common

stock. In addition, neither we nor any of the underwriters make any representation that the underwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Electronic Offer, Sale and Distribution of Shares

Merrill Lynch will be facilitating Internet distribution for this offering to certain of its Internet subscription customers. Merrill Lynch intends to allocate a limited number of shares for sale to its online brokerage customers. An electronic prospectus is available on the Internet Web site maintained by Merrill Lynch. Other than the prospectus in electronic format, the information on the Merrill Lynch Web site is not part of this prospectus.

LEGAL MATTERS

Perkins Coie LLP, Portland, Oregon, will pass upon the validity of the issuance of the shares of common stock offered hereby. Wilson Sonsini Goodrich & Rosati, Professional Corporation, Seattle, Washington, will pass upon certain legal matters in connection with this offering for the underwriters.

EXPERTS

The financial statements as of December 31, 2002 and 2003 and for each of the three years in the period ended December 31, 2003 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 (including exhibits, schedules and amendments) under the Securities Act with respect to the shares of common stock to be sold in this offering. This prospectus, which constitutes a part of the registration statement, does not contain all the information set forth in the registration statement. We have omitted parts of the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and the shares of common stock to be sold in this offering, please refer to the registration statement. Statements contained in this prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete. You should refer to the copy of each contract, agreement or other document we have filed as an exhibit to the registration statement for complete information.

You may read and copy all or any portion of the registration statement or any other information we file at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC toll free at 1-800-732-0330 for further information about the public reference room. Our SEC filings, including the registration statement, are also available to you on the SEC’s web site (www.sec.gov).

As a result of this offering, we will become subject to the information and reporting requirements of the Securities Exchange Act, and, in accordance with those requirements, will file periodic reports, proxy statements and other information with the SEC.

Our web site address is www.accentopto.com. Information contained on our web site and on web sites linked to it do not constitute and shall not be deemed to constitute part of this prospectus and shall not be deemed to be incorporated by reference into the registration statement of which this prospectus is a part.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Accent Optical Technologies, Inc.
	Report of Independent Auditors	F-2
	Consolidated Balance Sheets	F-3
	Consolidated Statements of Operations	F-4
	Consolidated Statements of Stockholders’ Equity	F-5
	Consolidated Statements of Comprehensive Loss	F-6
	Consolidated Statements of Cash Flows	F-7
	Notes to Consolidated Financial Statements	F-8

F-1

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders of Accent Optical Technologies, Inc. and Subsidiaries

The stock split described in Note 16 to the financial statements has not been consummated at May 4, 2004. When it has been consummated, we will be in a position to furnish the following report:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of stockholders’ equity, of comprehensive loss and of cash flows present fairly, in all material respects, the financial position of Accent Optical Technologies, Inc. and its Subsidiaries (the “Company”) as of December 31, 2002 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2 to the consolidated financial statements, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, effective January 1, 2002.

/s/ PricewaterhouseCoopers LLP

Portland, Oregon

March 19, 2004

F-2

ACCENT OPTICAL TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS


												Pro Forma
												Stockholders’
									As of			Equity
			As of December 31,						March 31,			March 31,

			2002			2003			2004			2004

									(unaudited)			(unaudited)

			(in thousands, except share data)
ASSETS
Current assets
	Cash and cash equivalents			$11,239			$4,497			$5,234
	Short-term investments			—			1,011			505
	Accounts receivable, net of allowance for doubtful accounts of $1,142, $742 and $673 (unaudited), respectively			7,325			8,519			9,353
	Income tax receivable			1,255			3,602			3,602
	Inventories			10,309			9,401			10,714
	Prepaid expenses and other current assets			1,324			1,380			1,699
	Deferred tax asset			1,242			—			—

		Total current assets		32,694			28,410			31,107
Property and equipment, net				2,719			1,745			1,607
Goodwill, net				2,213			2,327			2,327
Acquired intangibles, net				2,034			1,134			975
Deferred tax asset				1,167			—			—
Other assets				10			13			12

		Total assets		$40,837			$33,629			$36,028


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
	Current portion of notes payable and capital lease obligations			$1,312			$2,062			$2,492
	Accounts payable			2,113			2,609			4,533
	Accrued liabilities			8,301			6,905			7,304
	Income tax payable			—			—			41
	Deferred revenues			942			193			227

		Total current liabilities		12,668			11,769			14,597
Notes payable and capital lease obligations, net of current portion				3,750			2,500			2,188
Subordinated note payable to Bio-Rad and related accrued interest				10,986			11,772			11,772
Other liabilities				196			114			124

		Total liabilities		27,600			26,155			28,681

Commitments and contingencies (Note 9)
Stockholders’ equity
	Series A preferred stock, $0.01 par value; 9,550 shares authorized; 9,517, 9,445 and 9,445 shares issued and outstanding as of December 31, 2002 and 2003, and March 31, 2004 (unaudited), respectively; liquidation preference of $13,059, $14,732 and $15,231 as of December 31, 2002 and 2003, and March 31, 2004 (unaudited) respectively; none outstanding on a pro forma basis at March 31, 2004 (unaudited)			—			—			—			—
	Convertible preferred stock, $0.01 par value, 9,756,098 shares authorized; 7,787,804 shares issued and outstanding as of December 31, 2002 and 2003, and March 31, 2004 (unaudited); liquidation preference of $18,701, $19,979 and $20,297 as of December 31, 2002 and 2003, and March 31, 2004 (unaudited), respectively; none outstanding on a pro forma basis at March 31, 2004 (unaudited)			78			78			78			—
	Common stock, $0.00001 par value; 150,000,000 shares authorized; 5,527,254, 5,606,135 and 5,691,082 shares issued and outstanding as of December 31, 2002 and 2003, and March 31, 2004 (unaudited), respectively; 300,000,000 shares authorized and 7,333,919 shares issued and outstanding on a pro forma basis at March 31, 2004 (unaudited)			—			—			—			—
	Additional paid-in capital			26,533			27,077			29,092			29,170
	Accumulated other comprehensive income			570			1,391			1,746			1,746
	Deferred compensation			(647	)		(743	)		(2,455	)		(2,455	)
	Accumulated deficit			(13,297	)		(20,329	)		(21,114	)		(21,114	)

		Stockholders’ equity		13,237			7,474			7,347			$7,347

		Total liabilities and stockholders’ equity		$40,837			$33,629			$36,028

The accompanying notes are an integral part of the consolidated financial statements.

F-3

ACCENT OPTICAL TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS



													For the Three
													Months Ended
				For the Years Ended December 31,									March 31,

				2001			2002			2003			2003			2004


													(unaudited)

				(in thousands, except per share data)
Revenues
Products					$63,409			$30,402			$28,078			$8,728			$8,264
Services					6,583			7,774			9,477			2,070			2,533

	Total revenues				69,992			38,176			37,555			10,798			10,797

Cost of revenues
Products (including stock compensation of $12, $13, $14, $3 (unaudited) and $10 (unaudited))					26,696			16,219			14,103			4,612			3,708
Services (including stock compensation of $26, $26, $27, $7 (unaudited) and $15 (unaudited))					4,599			4,057			4,698			1,288			1,541

	Total cost of revenues				31,295			20,276			18,801			5,900			5,249

	Gross profit				38,697			17,900			18,754			4,898			5,548
Operating expenses
Research and development(1)					7,460			6,166			6,979			1,811			1,633
Selling, general and administrative(1)					23,417			15,324			15,401			4,275			3,723
Restructuring costs					145			274			126			—			—
Amortization of acquired intangibles and goodwill					3,050			1,676			555			293			159
Amortization of deferred stock compensation(1)					297			306			327			76			157
Impairment of acquired intangibles					3,951			2,500			156			—			—

	Total operating expenses				38,320			26,246			23,544			6,455			5,672

	Income (loss) from operations				377			(8,346	)		(4,790	)		(1,557	)		(124	)

Other expenses
Interest expense, net					1,347			1,414			1,676			408			485
Other expense, net					738			423			732			347			176

	Total other expenses, net				2,085			1,837			2,408			755			661

	Loss before income taxes				(1,708	)		(10,183	)		(7,198	)		(2,312	)		(785	)
(Provision) benefit for income taxes					(2,696	)		894			166			(7	)		—

	Net loss				(4,404	)		(9,289	)		(7,032	)		(2,319	)		(785	)
Cumulative dividends on preferred stock					(2,684	)		(2,880	)		(3,022	)		(748	)		(815	)

Net loss attributable to common stockholders					$(7,088	)		$(12,169	)		$(10,054	)		$(3,067	)		$(1,600	)

Basic and diluted net loss per share					$(1.39	)		$(2.31	)		$(1.82	)		$(0.57	)		$(0.29	)

Weighted average shares used in basic and diluted per share calculation					5,093			5,265			5,512			5,393			5,578

Pro forma basic and diluted net loss per share (unaudited)											$(0.99	)					$(0.11	)

Weighted average shares used in pro forma basic and diluted share calculation (unaudited)											7,100						7,221


(1) Deferred stock compensation is reported on amortization of deferred stock compensation expense line. The allocation of that expense is represented below:
		Research & development			$49			$51			$56			$13			$28
		Selling, general & administrative			248			255			271			63			129

			Total		$297			$306			$327			$76			$157

The accompanying notes are an integral part of the consolidated financial statements.

F-4

ACCENT OPTICAL TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


																			Accumulated
		Series A					Convertible												Other						Retained
		Preferred Stock					Preferred Stock				Common Stock					Additional			Comprehensive						Earnings			Total
																Paid-In			(Loss)			Deferred			(Accumulated			Stockholders’
		Shares			Amount		Shares		Amount		Shares			Amount		Capital			Income			Compensation			Deficit)			Equity


		(in thousands, except share data)
Balances at December 31, 2000			9,550		$	—		7,787,804	$	78		5,302,217		$	—	$	26,047			$59		$	(894	)		$396		$	25,686
	Repurchase of Series A preferred stock and common stock		(33	)		—		—		—		(14,956	)		—		(36	)		—			—			—			(36	)
	Exercise of employee stock options		—			—		—		—		61,405			—		64			—			—			—			64
	Deferred stock compensation		—			—		—		—		—			—		433			—			(433	)		—			—
	Amortization of deferred stock compensation		—			—		—		—		—			—		—			—			335			—			335
	Foreign currency translation adjustment		—			—		—		—		—			—		—			(291	)		—			—			(291	)
	Net loss		—			—		—		—		—			—		—			—			—			(4,404	)		(4,404	)

Balances at December 31, 2001			9,517			—		7,787,804		78		5,348,666			—		26,508			(232	)		(992	)		(4,008	)		21,354
	Exercise of employee stock options		—			—		—		—		178,588			—		25			—			—			—			25
	Amortization of deferred stock compensation		—			—		—		—		—			—		—			—			345			—			345
	Foreign currency translation adjustment		—			—		—		—		—			—		—			802			—			—			802
	Net loss		—			—		—		—		—			—		—			—			—			(9,289	)		(9,289	)

Balances at December 31, 2002			9,517			—		7,787,804		78		5,527,254			—		26,533			570			(647	)		(13,297	)		13,237
	Exercise of employee stock options		—			—		—		—		111,821			—		80			—			—			—			80
	Repurchase of Series A preferred stock and common stock		(72	)		—		—		—		(32,940	)		—		(80	)		—			—			—			(80	)
	Vesting of early exercise of stock options		—			—		—		—		—			—		80			—			—			—			80
	Deferred stock compensation		—			—		—		—		—			—		464			—			(464	)		—			—
	Amortization of deferred stock compensation		—			—		—		—		—			—		—			—			368			—			368
	Foreign currency translation adjustment		—			—		—		—		—			—		—			821			—			—			821
	Net loss		—			—		—		—		—			—		—			—			—			(7,032	)		(7,032	)

Balances at December 31, 2003			9,445			—		7,787,804		78		5,606,135			—		27,077			1,391			(743	)		(20,329	)		7,474
	Exercise of employee stock options		—			—		—		—		84,947			—		79			—			—			—			79
	Vesting of early exercise of stock options		—			—		—		—		—			—		42			—			—			—			42
	Deferred stock compensation		—			—		—		—		—			—		1,894			—			(1,894	)		—			—
	Amortization of deferred stock compensation		—			—		—		—		—			—		—			—			182			—			182
	Foreign currency translation adjustment		—			—		—		—		—			—		—			355			—			—			355
	Net loss		—			—		—		—		—			—		—			—			—			(785	)		(785	)

Balances at March 31, 2004 (unaudited)			9,445		$	—		7,787,804	$	78		5,691,082		$	—	$	29,092		$	1,746		$	(2,455	)	$	(21,114	)	$	7,347

All share amounts have been adjusted to reflect a 1-for-23 reverse common stock split to be consummated prior to completion of the initial public offering.

The accompanying notes are an integral part of the consolidated financial statements.

F-5

ACCENT OPTICAL TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS



												For the
												Three Months
												Ended
			For the Years Ended December 31,									March 31,

			2001			2002			2003			2003			2004


												(unaudited)

			(in thousands of dollars)
Net loss			$	(4,404	)	$	(9,289	)	$	(7,032	)	$	(2,319	)	$	(785	)
Other comprehensive (loss) income, net of tax:
	Foreign currency translation adjustment			(291	)		802			821			6			355

		Comprehensive loss	$	(4,695	)	$	(8,487	)	$	(6,211	)	$	(2,313	)	$	(430	)

The accompanying notes are an integral part of the consolidated financial statements.

F-6

ACCENT OPTICAL TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS



													For the
				For the Years Ended									Three Months Ended
				December 31,									March 31,

				2001			2002			2003			2003			2004


													(unaudited)

				(in thousands of dollars)
Cash flows from operating activities
Net loss				$	(4,404	)	$	(9,289	)		$(7,032	)	$	(2,319	)	$	(785	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
	Depreciation and amortization				4,363			3,560			2,126			669			490
	Impairment of acquired intangibles				3,951			2,500			156			—			—
	Amortization of deferred stock compensation				335			345			368			86			182
	Accumulated interest on Bio-Rad note				1,181			1,345			1,598			381			430
	Deferred tax asset				(2,400	)		2,367			2,409			—			—
	Changes in assets and liabilities, net of acquired business:
		Accounts receivable			11,223			2,896			(1,194	)		(124	)		(834	)
		Income tax receivable			—			(1,255	)		(2,347	)		—			—
		Inventories			(979	)		1,711			908			413			(1,313	)
		Prepaid expenses and other current assets			(669	)		746			(56	)		(43	)		(319	)
		Accounts payable			(918	)		(1,473	)		496			1,322			1,924
		Accrued liabilities			368			(2,740	)		(1,396	)		274			399
		Income tax payable			(1,820	)		(1,112	)		—			—			41
		Deferred revenues			1,813			(1,836	)		(749	)		397			34

			Net cash provided by (used in) operating activities		12,044			(2,235	)		(4,713	)		1,056			249

Cash flows from investing activities
Cash used to acquire certain intangible assets					(665	)		(15	)		—			—			—
Transaction costs paid to acquire a business					(146	)		(86	)		(114	)		(114	)		—
Cash used to acquire short-term investments					—			—			(1,011	)		—			—
Proceeds from sale of short-term investments					—			—			—			—			506
Purchase of property and equipment					(2,999	)		(1,227	)		(408	)		(13	)		(192	)
Receivable from related party					2,731			878			—			—			—
Payable to related party					(933	)		(1,094	)		—			—			—

			Net cash (used in) provided by investing activities		(2,012	)		(1,544	)		(1,533	)		(127	)		314

Cash flows from financing activities
Exercise of stock options					64			25			80			12			79
Exercise of unvested stock options					—			196			—			—			57
Proceeds from note payable					—			5,000			—			—			—
Repayment of note payable					(4,728	)		(8,062	)		(1,250	)		(312	)		(312	)
Payments on capital lease obligations					(120	)		(146	)		(62	)		(21	)		—
Change in other liabilities					—			—			—			—			(5	)
Loan origination fee					—			(70	)		(5	)		(1	)		—
Repurchase of Series A preferred stock and common stock					(36	)		—			(80	)		—			—

			Net cash used in financing activities		(4,820	)		(3,057	)		(1,317	)		(322	)		(181	)

Effect of foreign currency exchange rates on cash					(291	)		802			821			6			355

			Net increase (decrease) in cash and cash equivalents		4,921			(6,034	)		(6,742	)		613			737
Cash and cash equivalents at beginning of year					12,352			17,273			11,239			11,239			4,497

Cash and cash equivalents at end of year				$	17,273		$	11,239			$4,497		$	11,852		$	5,234

Supplemental disclosure of non-cash investing and financing activities
Vested portion of early exercise of stock options					$—			$—			$80		$	10		$	42
Deferred stock compensation					433			—			464			—			1,894
Capital lease obligations incurred for property and equipment additions					328			—			—			—			—
Supplemental disclosure of cash flow information
Cash paid for interest					621			289			183			53			72
Cash paid for taxes					6,982			868			401			4			49

The accompanying notes are an integral part of the consolidated financial statements.

F-7

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.	The Organization and Nature of Operations

Accent Optical Technologies, Inc. (the “Company”) was incorporated in Delaware on April 6, 2000. On July 31, 2000, the Company and its wholly owned subsidiaries acquired certain assets and liabilities of Bio-Rad SMD (Note 3).

Prior to the acquisition of Bio-Rad SMD (the “Acquisition”), the Company was a holding company that was formed to investigate and pursue the Acquisition. Since the Acquisition, all of the operations of the Company have been conducted through its wholly owned subsidiaries. The Company designs, manufactures and services a broad suite of process control and metrology systems used by manufacturers of semiconductor wafers and compound and silicon semiconductor devices for the advanced computing, communications and consumer electronics markets. The Company’s primary manufacturing facilities are located in the United Kingdom.

Risks and Uncertainties

The Company is subject to certain risks and uncertainties including, among others: fluctuation of operating results; cyclical nature of the industries in which it operates; new product introductions and rapid technological change; market acceptance of its products; competition from companies with greater resources; dependence on key personnel; customer concentrations; variations in the length of the sales cycles; dependence on key suppliers; limited protection of intellectual property rights; reliance on a limited number of manufacturing locations; international operations and currency fluctuations; control by existing stockholders; and the need for future financing to fund the repayment of long-term debt and expansion of the business.

Liquidity and Financing Requirements

The Company has experienced net losses of $4.4 million, $9.3 million, $7.0 million and $785,000 for the years ended December 31, 2001, 2002 and 2003, and the three months ended March 31, 2004, respectively, and experienced positive cash flows from operating activities of $12.0 million and $249,000 for the year ended December 31, 2001 and the three months ended March 31, 2004, respectively, and negative cash flows from operating activities of $2.2 million and $4.7 million for the years ended December 31, 2002 and 2003, respectively. The Company has been able to satisfy its working capital and capital expenditure needs due, in part, to available cash resources and maintaining adequate debt financing arrangements. The Company’s operating plan assumes levels of revenues and gross profit that together with cost containment measures, limited capital expenditures, limited debt repayments, improved working capital management to generate cash and other non operating matters such as the collection of income tax refunds, will enable the Company to fund operations for the next twelve months. There can be no assurance that management’s plan will be achieved. In that event, or for other reasons, management may take actions to reduce costs, or seek alternative financing arrangements and pursue additional placement of Company stock. There can be no assurance that such sources of financing and capital will be available if required or, if available, will be on terms satisfactory to the Company.


2.	Summary of Significant Accounting Policies

Unaudited interim results

The accompanying consolidated balance sheet as of March 31, 2004, the consolidated statements of operations, comprehensive loss and cash flows for the three months ended March 31, 2003 and 2004 and the consolidated statement of stockholders’ equity for the three months ended March 31, 2004 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal

F-8

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

recurring adjustments, necessary to present fairly the Company’s financial position and results of operations and cash flows for the three months ended March 31, 2003 and 2004. The financial data and other information disclosed in these notes to financial statements related to the three-month periods are unaudited. The results for the three months ended March 31, 2004 are not necessarily indicative of the results to be expected for the year ending December 31, 2004 or for any other interim period or for any other future year.

Unaudited pro forma stockholders’ equity

Upon consummation of this offering, all of the outstanding preferred stock and accrued dividends thereon will automatically convert into a number of shares of common stock based on the initial public offering price of the common stock. As of March 31, 2004, and based on the estimated fair market value of the Company’s common stock on that date, all of the outstanding preferred stock and accrued dividends thereon would have converted into approximately 1,642,837 shares of common stock. Unaudited pro forma stockholders’ equity, as adjusted for the assumed conversion of the preferred stock outstanding at March 31, 2004, is set forth on the consolidated balance sheet.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and branches in the United States, France, Germany, Israel, South Korea, Singapore, Taiwan, China, Switzerland, Japan, Canada and the United Kingdom. All intercompany accounts and transactions have been eliminated in consolidation.

Foreign Currency Translation

Where the functional currency is the local currency, the Company translates the balance sheet of its foreign subsidiaries using the year end exchange rates and the statement of operations using the average exchange rates for the period. The cumulative effects of these translation adjustments are reported in accumulated other comprehensive income (loss) in stockholders’ equity. Exchange gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved and re-measurement adjustments for foreign operations where the U.S. dollar is the functional currency are included in other expense in the accompanying consolidated statements of operations.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. Significant estimates made in preparing the consolidated financial statements include depreciation and amortization periods of long-lived and intangible assets, allowance for doubtful accounts, provisions to reduce inventories to their estimated net realizable values, warranty accruals, impairments of goodwill and other long-lived assets, incurred but not reported (“IBNR”) health claims and the realizability of deferred tax assets.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents, short-term investments and accounts receivable. The Company maintains its cash and cash equivalents in bank accounts, which at times may exceed federally

F-9

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

insured limits. The Company has not experienced any losses on these accounts. Short-term investments include notes issued by large, well-established U.S. corporations. The risk related to accounts receivable is mitigated by sales to well-established companies, ongoing credit evaluation of its customers, and frequent contact with its customers, especially its most significant customers, thus enabling the Company to monitor current changes in business operations and to respond accordingly. The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends related to past losses and other relevant information.

As of December 31, 2002, approximately 69.5% of accounts receivable were attributable to ten customers, with two customers accounting for approximately 17.5% and 10.3%, respectively, of outstanding receivables. As of December 31, 2003, ten customers accounted for 63.8% of accounts receivable, with two customers accounting for approximately 13.1% and 9.2%, respectively. As of March 31, 2004, ten customers accounted for 64.5% of accounts receivable with two customers accounting for approximately 11.4% and 9.0%, respectively. As of December 31, 2002 and 2003 and March 31, 2004, percentages of accounts receivable balances in each of the geographical regions are as follows:



		December 31,						March 31,

		2002			2003			2004

								(unaudited)
Japan			23.0	%		44.8	%		36.6	%
United States			37.2			13.3			16.2
Europe			8.9			12.6			16.7
Rest of World			30.9			29.3			30.5

	Total		100.0	%		100.0	%		100.0	%

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued liabilities approximates fair value due to their short maturities. The carrying amount of the Company’s debt as of December 31, 2003 approximates fair value as the components of the debt are either short-term in nature, or bear interest at rates that approximate the prevailing market rates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash and cash equivalents.

Short-Term Investments

Short-term investments are classified as held-to-maturity based on management’s intent and ability to hold a security to maturity. Short-term investments consist primarily of short-term notes. Management determines the appropriate classification of securities at the time of purchase. The cost of all investments sold along with the related gains and losses are determined on the specific identification method. Held-to-maturity securities are carried at amortized cost, which approximates fair value.

Held-to-maturity investments are asset-backed securities with an original cost of $1.0 million. The cost of held-to-maturity securities is adjusted for amortization of premiums and thus represents amortized cost. The unrealized loss on the investments as of December 31, 2003 was $33,000. All held-to-maturity securities mature within the ensuing fiscal year.

F-10

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market. Finished goods and work-in-process include cost of materials, labor and manufacturing overhead costs. Reserves, when required, are recorded to reduce excess and obsolete inventories to their estimated net realizable values. Inventory reserves of $9.3 million, $10.6 million and $10.5 million were recorded at December 31, 2002 and 2003, and March 31, 2004, respectively.

Property and Equipment

Property and equipment are stated at cost. Property and equipment acquired from Bio-Rad are stated at their estimated fair values based upon the allocated purchase price at the acquisition date. The Company depreciates property and equipment over their estimated useful lives of two to seven years using the straight-line method. Leasehold improvements are amortized over the shorter of the useful lives of the assets or the lease term. Costs incurred to maintain property and equipment that do not increase the useful life of the underlying assets are expensed as incurred. At the time of retirement or other disposal, the cost and related accumulated depreciation and amortization are removed from the respective accounts and any resulting gain or loss is included in operations.

Acquired Intangibles and Goodwill

Acquired intangibles and goodwill represent, respectively, developed technology and assembled work force and the purchase price in excess of identifiable assets arising from acquisitions. Through 2001, acquired intangibles were amortized on a straight-line basis over their remaining estimated economic lives of between three to five years.

In July 2001, the Financial Accounting Standards Board issued SFAS No. 142, Goodwill and Other Intangible Assets. Under SFAS No. 142, goodwill and intangible assets with indefinite lives are no longer amortized. In addition, SFAS No. 142 no longer recognizes assembled work force as an intangible asset separate from goodwill. The Company adopted SFAS No. 142 effective January 1, 2002 and the effect was to reduce amortization expense by approximately $800,000 annually.

Under SFAS No. 142, the Company was required to evaluate goodwill for impairment upon implementation of the new standard. In addition, SFAS No. 142 requires that goodwill and intangible assets with indefinite lives are no longer amortized but are reviewed annually, or more frequently if impairment indicators arise, for impairment. The Company calculates the fair value of goodwill using a discounted cash flow model. If the carrying amount for goodwill exceeds the fair value, an impairment for the amount of the excess is recorded. The Company estimates future discounted cash flows using assumptions about the expected future operating performance of the Company. The Company’s estimates of discounted cash flows may differ from actual cash flow due to, among other things, technological changes, economic conditions, or changes to its business operations. Management completed its annual testing in 2002 and in 2003 and determined that there was no impairment of goodwill (Note 6).

Impairment of Long-Lived Assets

Long-lived assets, such as property and equipment, are reviewed for impairment in accordance with SFAS No. 144, Accounting for the Disposal of Long-Lived Assets. The Company assesses possible impairment whenever changes in circumstances indicate that the carrying values of the assets may not be recoverable. Recoverability of an asset is measured by comparison of its carrying amount to the future undiscounted cash flows that the asset is expected to generate. Any impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeded its fair market value.

F-11

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Loan Costs

Costs related to obtaining financing are capitalized when incurred and amortized over the life of the applicable loan. These are included in other noncurrent assets. Unamortized loan costs related to debt that is extinguished early are written off. Amortization of deferred loan costs was $107,000, $368,000 and $3,000 for the years ended December 31, 2001, 2002 and 2003, respectively, and $0 and $1,000 for the three months ended March 31, 2003 and 2004, respectively.

Revenue Recognition

The Company’s revenues are derived from the sale of its products and from fees associated with maintenance and technical support offered to its customers. Revenues from product sales are recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed and determinable and collectibility is reasonably assured. For sales of standard products to existing customers who have purchased the same equipment with the same customer-specified acceptance criteria in the past, revenue is recognized upon title transfer, which is generally upon shipment of the product to the customer. For sales of new products or existing products with unique acceptance criteria to a new customer, revenue is deferred and is recognized only upon customer acceptance, which is generally upon receipt of final payment of the purchase price. Service and technical support for products is provided under separate maintenance agreements. Revenue from maintenance agreements is deferred and is recognized ratably over the term of the respective agreement as the service is provided.

Product sales to distributors are recognized upon transfer of title, which is generally upon shipment of the product to the distributor or the end customer.

Deferred Revenues

Deferred revenues represent amounts billed to customers for product sales and maintenance agreements for which the earnings process is incomplete. The portions of maintenance services, which will be provided for more than one year in the future, if applicable, are classified as noncurrent deferred revenues.

Shipping and Handling Costs

The Company incurs shipping, handling and other related costs for shipment of goods to customers. The costs are recognized in the period in which the expenses are incurred and are included in cost of revenues. Amounts billed to customers for shipping, handling and related costs are included as a component of revenues.

Product Installation and Warranty Costs

At the time product revenue is recognized, the Company accrues for estimated product installation costs and costs associated with warranties on its products, which warranties range from a period of between 12 to 24 months. The Company estimates the cost of providing product installation and warranty based on historical costs of installing the products and actual field repair rates (Note 7).

F-12

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Research and Development

Research and development costs are expensed as incurred and are related to developing new products and improving existing products or processes. These costs primarily include salaries, fees paid to consultants, supplies, legal costs related to patents and design costs. The Company incurred research and development costs of $7.5 million, $6.2 million and $7.0 million for the years ended December 31, 2001, 2002, and 2003, respectively, and $1.8 million and $1.6 million for the three months ended March 31, 2003 and 2004, respectively.

Advertising

Costs related to advertising are charged to selling, general and administrative expense as incurred. Advertising expense for the years ended December 31, 2001, 2002 and 2003 was $298,000, $91,000 and $390,000, respectively, and $94,000 and $62,000 for the three months ended March 31, 2003 and 2004, respectively.

Income Taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the book and tax bases of the Company’s assets and liabilities. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Comprehensive Income

SFAS No. 130, Reporting Comprehensive Income, establishes standards for reporting and display of comprehensive income and its components. SFAS No. 130 requires companies to report “comprehensive income” that includes unrealized gains and losses and other items that have been previously excluded from net income or loss and reflected instead in stockholders’ equity. Comprehensive loss for the Company consists of net loss less the effect of foreign currency translation adjustments.

Stock-Based Compensation

The Company accounts for stock-based employee compensation arrangements in accordance with the provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees, and complies with the disclosure provisions of SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure, Amendment to SFAS No. 123. Under APB No. 25, compensation expense is based on the difference, if any, on the date of grant, between the fair value of the Company’s stock and the exercise price of the option. The Company accounts for stock and stock options issued to nonemployees in accordance with the provisions of Emerging Issues Task Force Consensus on Issue No. 96-18, Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring or in Conjunction with Selling, Goods or Services. Compensation and services expense are recognized ratably over the vesting period of the options or the periods the related services are rendered, as appropriate.

F-13

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table illustrates the effect on net loss as if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation for the years ended December 31, 2001, 2002 and 2003, and the three months ended March 31, 2003 and 2004:



		December 31,									March 31,

		2001			2002			2003			2003			2004


											(unaudited)

		(in thousands of dollars, except per share amounts)
Net loss attributable to common stockholders — as reported		$	(7,088	)	$	(12,169	)	$	(10,054	)	$	(3,067	)	$	(1,600	)
Add: Stock-based compensation expense included in reported net loss attributable to common stockholders			335			345			368			86			182
Deduct: Total stock-based compensation expense determined under fair value-based method			(378	)		(693	)		(538	)		(22	)		(477	)

	Net loss attributable to common stockholders — pro forma	$	(7,131	)	$	(12,517	)	$	(10,224	)	$	(3,003	)	$	(1,895	)

Basic and diluted earnings per share — as reported			$(1.39	)		$(2.31	)		$(1.82	)	$	(0.57	)	$	(0.29	)
Basic and diluted earnings per share — pro forma			$(1.40	)		$(2.38	)		$(1.85	)	$	(0.56	)	$	(0.34	)

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions for the years ended December 31, 2001, 2002 and 2003, and the three months ended March 31, 2003 and 2004:



	December 31,									March 31,

	2001			2002			2003			2003			2004


										(unaudited)
Risk-free interest rate		5.3	%		5.1	%		3.4	%		3.3	%		3.5	%
Volatility		80.0	%		80.0	%		77.0	%		77.0			77.0
Dividend yield		—			—			—			—			—
Expected lives (years)		7.8			7.8			7.8			7.8			7.8

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation. These changes had no impact on the previously reported net loss or stockholders’ equity.

Recent Accounting Pronouncements

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections. SFAS No. 145, which updates, clarifies and simplifies existing accounting pronouncements, addresses the reporting of debt extinguishments and accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. The Company adopted the provisions of SFAS No. 145 as of January 1, 2003. The adoption of SFAS No. 145 did not have a material impact on the Company’s consolidated financial statements.

In July 2002, the FASB issued SFAS No. 146, Accounting for Certain Costs Associated with Exit or Disposal Activities. This standard requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or disposal activity.

F-14

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

This statement is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The adoption of SFAS No. 146 had an impact on the timing of the Company’s recognition of costs associated with an exit activity but did not have a material impact on the Company’s consolidated financial statements.

In November 2002, the FASB issued FIN No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an Interpretation of FASB Statements No. 5, 57 and 107 and Rescission of FASB Interpretation No. 34. FIN No. 45 clarifies the requirements of SFAS No. 5, Accounting for Contingencies, relating to the guarantor’s accounting for, and disclosure of, the issuance of certain types of guarantees. The disclosure provisions of FIN No. 45 are effective for the current year. Disclosure of the changes in warranty obligations is included in Note 7. However, the provisions for initial recognition and measurement are effective on a prospective basis for guarantees that are issued or modified after December 31, 2002, irrespective of a guarantor’s year end. The impact of this statement was not material for the Company’s consolidated financial statements.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure, Amendment of SFAS No. 123. This statement provides additional transition guidance for those entities that elect to voluntarily adopt the provisions of SFAS No. 123. Furthermore, SFAS No. 148 mandates new disclosures in both interim and year-end consolidated financial statements. The Company has elected not to adopt the recognition provisions of SFAS No. 123, as amended by SFAS No. 148. However, the Company has adopted the disclosure provisions for the current year and has included this information in Note 2 to the Company’s consolidated financial statements.

In January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interest Entities. FIN No. 46 clarifies the application of Accounting Research Bulletin No. 51, Consolidated Financial Statements, to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN No. 46 applies immediately to variable interest entities, or VIEs, created after January 31, 2003, and to VIEs in which an enterprise obtains an interest after that date. It applies in the first fiscal year or interim period beginning after June 15, 2003, to VIEs in which an enterprise holds a variable interest that it acquired before February 1, 2003. The Company has not identified any VIEs for which it is the primary beneficiary or has significant involvement.

In December 2003, the FASB issued FIN No. 46 (revised December 2003), Consolidation of Variable Interest Entities (FIN No. 46-R), to address certain FIN No. 46 implementation issues. The effective dates and impact of FIN No. 46 and FIN No. 46-R are as follows:

• For special purpose entities, or SPEs, created prior to February 1, 2003, the Company must apply either the provisions of FIN No. 46 or early adopt the provisions of FIN No. 46-R at the end of the first interim or annual reporting period ending after December 15, 2003.

• For all other types of entities created prior to February 1, 2003, the Company is required to adopt the provisions of FIN No. 46-R for periods ending after March 15, 2004.

The adoption of the provisions applicable to SPEs did not have an impact on the Company’s financial statements. The Company is currently evaluating the impact of adopting FIN No. 46-R applicable to all other entities, but does not expect a material impact.

In October 2002, the EITF issued EITF 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. This standard addresses revenue recognition accounting for multiple revenue-generating activities. This statement was effective for the quarter ended September 30, 2003. The adoption of the provisions of this statement did not have a material effect on the Company’s financial position,

F-15

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

results of operations or cash flows. In December 2003, the SEC issued Staff Accounting Bulletin No. 104, Revenue Recognition (SAB 104), which updates the previously issued revenue recognition guidance in SAB 101, based on EITF 00-21. If the deliverables in a sales arrangement constitute separate units of accounting according to the EITF’s separation criteria, the revenue-recognition policy must be determined for each identified unit. If the arrangement is a single unit of accounting under the separation criteria, the revenue-recognition policy must be determined for the entire arrangement. The application of SAB 104 has not had a material effect on the Company’s financial position, results of operations or cash flows.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, which amends SFAS No. 133 to clarify the definition of a derivative and incorporate many of the implementation issues cleared as a result of the Derivatives Implementation Group process. This statement is effective for contracts entered into or modified after June 30, 2003. The adoption of this statement did not have a material effect on the Company’s financial position, results of operations or cash flows.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of this statement did not have an impact on the Company’s consolidated financial statements.


3.	Acquisitions

Acquisition of Bio-Rad SMD

The Company financed the Bio-Rad SMD acquisition (the “Acquisition”) with bank debt, loans from stockholders, a subordinated note issued to Bio-Rad and proceeds from the issuance of common and preferred stock. The purchase price of Bio-Rad SMD was approximately $36.4 million, which consisted of $27.2 million in cash, the issuance by the Company of a subordinated note payable to Bio-Rad in the principal amount of $8.0 million (Note 8) and the issuance by the Company to Bio-Rad of 954,391 shares of the Company’s common stock valued at $220,000 (based on the most recent issuance of common stock at the time of the Acquisition), which represented approximately 20% of the issued and outstanding common stock of the Company immediately after the Acquisition. The Company incurred transaction costs of approximately $1.0 million in connection with the Acquisition.

F-16

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The total purchase price was allocated among the acquired assets and assumed liabilities as follows:


			(in thousands
			of dollars)
Cash paid				$27,212
Subordinated note payable				8,000
Common stock				220
Legal expenses				988

		Total purchase price		36,420

Allocation of purchase price
	Accounts receivable			9,181
	Inventories			12,449
	Prepaid expenses and other current assets			1,577
	Property and equipment			513
	Liabilities assumed			(6,586	)
	Purchased in-process research and development (“IPR&D”)			4,600
	Developed technology			12,200
	Assembled workforce			1,100

		Allocated purchase price		35,034

		Goodwill		$1,386

In connection with the Acquisition, the Company allocated approximately $4.6 million of the purchase price to in-process research and development projects. This allocation represented the estimated fair value based on risk-adjusted cash flows related to the incomplete research and development projects. At the date of the Acquisition, the development of these projects had not yet reached technological feasibility, and the research and development in progress had no alternative future uses. Accordingly, these costs were expensed as of the date of the Acquisition.

The purchase price allocation and intangible valuation was based on management’s estimates of the after-tax net cash flows and gave consideration to the following: (i) the employment of a fair market value premise excluding any consideration specific to the Company which could result in estimates of investment value for the subject assets; (ii) comprehensive due diligence concerning all potential intangible assets including trademarks, trade name, patents, copyright, noncompete agreements, assembled work force, customer relationships and sales channel; and (iii) the value of existing technology was specifically addressed, with a view toward ensuring that the relative allocations to existing technology and in-process research and development were consistent with the relative contributions of each final product.

Pursuant to the terms of the Acquisition, the Company must pay an additional purchase price consideration to Bio-Rad if any of the Company’s stockholders, the Company or their subsidiaries or affiliates receive, or are entitled to receive at a later date or dates, gross consideration in connection with a change of control which has a fair value of not less than $50.0 million as of the date of such change of control. Subject to the terms of the Acquisition, the amount of such additional purchase price consideration may range from $3.0 million to $13.0 million depending on the consideration received by the Company parties upon such change of control. No additional purchase price consideration is payable as a result of or after an initial public offering resulting in gross proceeds of at least $35.0 million. As of December 31, 2003 and March 31, 2004 (unaudited), such additional amounts have not been accrued.

F-17

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In addition, certain stockholders of the Company have the option, exercisable at any time prior to July 31, 2005, to purchase from Bio-Rad for $5.0 million, 159,086 shares of the Company’s common stock owned by Bio-Rad on July 31, 2000, and such number of shares may be adjusted for any stock splits, stock dividends, combinations, recapitalization or similar events. As of December 31, 2003 and March 31, 2004 (unaudited), this option had not been exercised.

Acquisition of Waterloo, Canada Business

On September 18, 2002, the Company acquired the net assets of the Waterloo, Canada business of Philips Electronics for approximately $1 plus legal costs and the assumption of certain liabilities. The acquisition was made to purchase a specific product line and technology that management felt would complement its current product lines and technologies. The Waterloo facility manufactured the x-ray diffraction and photoluminescence mapping product lines. In accordance with SFAS No. 141, Business Combinations, the acquisition was accounted for using the purchase method of accounting and, accordingly, the purchase price has been allocated to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date.

The allocation of the purchase price is as follows:


			(in thousands
			of dollars)
Legal expenses				$86

Allocation of purchase price
	Accounts receivable and other assets			65
	Inventories			1,135
	Accounts payable			(137	)
	Accrued liabilities			(1,702	)
	Warranty accrual			(415	)

		Allocated purchase price		(1,054	)

		Excess of purchase price over tangible net assets acquired		$1,140

The excess of the purchase price over the fair value of the net tangible assets acquired was allocated to existing technology for $500,000 and the remainder of $640,000 was allocated to goodwill. The existing technology amount represented estimated fair value based on risk-adjusted cash flows related to developed projects. Completed technology is being amortized using the straight-line method over its estimated useful life of three years. As of January 1, 2002, as required by SFAS No. 142, goodwill is not amortized but is reviewed annually, or more frequently if impairment indicators arise, for impairment. Intangible assets were reviewed as of December 31, 2003, and developed technology was determined to be impaired and a $156,000 charge was taken for the year then ended.

The operating results of the Waterloo, Canada business have been included in the statement of operations from the acquisition date. The effect on pro forma revenues and results of operations for this acquisition, had it occurred on January 1, 2001, is not significant.

F-18

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


4.	Inventories

Inventories, net of reserves, consist of the following as of December 31, 2002 and 2003 and March 31, 2004:



	December 31,				March 31,

	2002		2003		2004

					(unaudited)

	(in thousands of dollars)
Raw materials		$5,165		$4,416		$5,673
Work-in-process		4,888		2,796		2,949
Finished goods and demonstration equipment		256		2,189		2,092

		$10,309		$9,401		$10,714


5.	Property and Equipment

Property and equipment consist of the following as of December 31, 2002 and 2003 and March 31, 2004:



	December 31,						March 31,

	2002			2003			2004

							(unaudited)

	(in thousands of dollars)
Leasehold improvements		$955			$470			$470
Equipment		4,619			5,087			5,279

		5,574			5,557			5,749
Less accumulated depreciation and amortization		(2,855	)		(3,812	)		(4,142	)

		$2,719			$1,745			$1,607

Depreciation and amortization related to property and equipment was approximately $1.2 million, $1.5 million and $1.3 million for the years ended December 31, 2001, 2002 and 2003, respectively, and $346,000 and $330,000 for the three months ended March 31, 2003 and 2004, respectively.

As of December 31, 2002 and 2003, and March 31, 2004, equipment under capital leases totaled $328,000, with related accumulated amortization of $132,000, $195,000 and $213,000, respectively.


6.	Goodwill and Acquired Intangibles

During 2001, the Company acquired certain intangible assets (GaAsCode and Amecon) for cash of $665,000. These assets were recorded as developed technology. In 2002, the Company paid an additional $15,000 for this developed technology. As required under SFAS No. 142, the Company completed an annual impairment assessment for goodwill as of December 31, 2002 and 2003. No impairment was identified as a result of this assessment.

As of December 31, 2001, the Company performed an assessment of the carrying value of its long-lived assets to be held and used, including acquired intangible assets. This assessment was performed pursuant to SFAS No. 121 and, as a result, the Company concluded that acquired intangibles, primarily developed technology, were impaired. As of December 31, 2002 and 2003, the Company, as part of its review of financial results, performed an assessment of the carrying value of the Company’s long-lived assets to be held and used including the acquired intangible assets other than goodwill. The assessment was performed pursuant to SFAS No. 144. As a result of the significant negative industry and economic trends affecting both the Company’s current operations and expected future sales as well as the general

F-19

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

decline of technology valuations, the Company concluded that the carrying value of its acquired intangibles, primarily developed technology, was impaired and as such took an impairment charge of approximately $2.5 million and $156,000 to reduce the carrying value of the assets to fair value at December 31, 2002 and 2003, respectively. As of December 31, 2001, the Company performed the same assessment pursuant to SFAS No. 121 and, as a result, an impairment charge of approximately $4.0 million was recorded for the year 2001.

Acquired intangibles consist of the following at December 31, 2002 and 2003 and March 31, 2004:



		December 31,						March 31,

		2002			2003			2004

								(unaudited)

		(in thousands of dollars)
Developed technology			$13,230			$13,230			$13,230
Less accumulated amortization			(11,196	)		(12,096	)		(12,255	)

	Acquired intangibles, net		$2,034			$1,134			$975

Amortization expense for amortizable intangible assets was approximately $2.2 million, $1.7 million and $555,000 for the years ended December 31, 2001, 2002, and 2003, respectively, and $323,000 and $159,000 for the three months ended March 31, 2003 and 2004, respectively.

Estimated amortization expense for amortizable intangible assets as of March 31, 2004 is as follows:


	(in thousands
	of dollars)
2004		$458
2005		432
2006		85

		$975

Goodwill consists of the following at December 31, 2002 and 2003 and March 31, 2004:



		December 31,						March 31,

		2002			2003			2004

								(unaudited)

		(in thousands of dollars)
Goodwill			$3,255			$3,369			$3,369
Less accumulated amortization			(1,042	)		(1,042	)		(1,042	)

	Goodwill, net		$2,213			$2,327			$2,327

F-20

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The changes in the net carrying amount of goodwill for the years ended December 31, 2002 and 2003, and the three months ended March 31, 2004 are as follows:


		(in thousands
		of dollars)
Balance at December 31, 2001		$	1,463
	Adoption of SFAS No. 142 — reclassification of assembled workforce to goodwill		110
Goodwill acquired during the year			640

Balance at December 31, 2002			2,213
Purchase adjustments			114

Balance at December 31, 2003 and March 31, 2004 (unaudited)		$	2,327

Amortization expense for goodwill was $837,000 for the year ended December 31, 2001. There was no amortization expense for goodwill for the years ended December 31, 2002 and 2003, and the three months ended March 31, 2003 and 2004.

The following table summarizes the impact of SFAS No. 142 on the results of operations had the standard been in effect for the year ended December 31, 2001:



		December 31,									March 31,

		2001			2002			2003			2003			2004


											(unaudited)

		(in thousands of dollars)
Net loss attributable to common stockholders			$(7,088	)		$(12,169	)		$(10,054	)		($3,067	)		$(1,600	)
Add amortization of goodwill			837			—			—			—			—

	Net loss attributable to common stockholders, as adjusted		$(6,251	)		$(12,169	)		$(10,054	)		($3,067	)		$(1,600	)

Basic loss and diluted earnings per share			$(1.39	)		$(2.31	)		$(1.82	)		$(0.57	)		$(0.29	)
Add amortization of goodwill			0.16			—			—			—			—

Basic and diluted earnings per share, as adjusted			$(1.23	)		$(2.31	)		$(1.82	)		$(0.57	)		$(0.29	)

F-21

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


7.	Accrued and Other Liabilities

Accrued and other liabilities consist of the following as of December 31, 2002 and 2003, and March 31, 2004:



	December 31,				March 31,

	2002		2003		2004

					(unaudited)

	(in thousands of dollars)
Accrued payroll and payroll related		$1,968		$1,084		$1,526
Accrued installation and warranty		3,611		2,172		2,140
Accrued commission		221		214		309
Other accrued liabilities		2,501		3,435		3,329

		$8,301		$6,905		$7,304

The Company’s warranty obligations are as follows:



		December 31,						March 31,

		2002			2003			2004

								(unaudited)

		(in thousands of dollars)
Beginning obligation			$4,026			$3,611			$2,172
Accruals for warranties issued during the year			2,913			2,549			593
Accruals for pre-existing warranties			532			81			—
Settlements during the year			(3,860	)		(4,069	)		(625	)

	Ending obligation		$3,611			$2,172			$2,140


8.	Debt

Long-term debt consists of the following as of December 31, 2002 and 2003, and March 31, 2004:



	December 31,						March 31,

	2002			2003			2004

							(unaudited)

	(in thousands of dollars)
Term loan with Comerica Bank		$5,000			$3,750			$3,438
Subordinated note payable to Bio-Rad		8,000			8,000			8,000
Accrued interest on subordinated note payable to Bio-Rad		2,986			4,584			5,014
Capital lease obligations		62			—			—

Subtotal		16,048			16,334			16,452
Less current portion		(1,312	)		(2,062	)		(2,492	)

Long-term debt		$14,736			$14,272			$13,960

F-22

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The noncurrent portion of long-term debt is included in the consolidated balance sheet at December 31 and March 31 as follows:



	December 31,				March 31,

	2002		2003		2004

					(unaudited)

	(in thousands of dollars)
Note payable and capital lease obligation, net of current portion		$3,750		$2,500		$2,188
Subordinated note payable to Bio-Rad and related accrued interest, net of current portion		10,986		11,772		11,772

		$14,736		$14,272		$13,960

Aggregate future principal maturities of all debt are as follows:


	As of		As of
	December 31,		March 31,
	2003		2004


	(in thousands of dollars)
			(unaudited)
2004		$2,062		$2,492
2005		1,250		938
2006		1,250		1,250
2007		11,772		11,772
2008		—		—

		$16,334		$16,452

Term Loan with Comerica Bank

In December 2002, the Company entered into a new term loan with Comerica Bank, replacing its term loan with Fleet Bank. The Company incurred $10,000 in facility fees and an additional $3,000 in bank legal fees, which are being amortized on a straight-line basis over the life of the agreement and are included in other assets in the accompanying balance sheet. Outstanding borrowings under the agreement are secured by substantially all of the assets of the Company and its subsidiaries. The agreement contains affirmative and negative covenants (including restrictions on the Company entering into certain transactions and certain financial covenants including a minimum liquidity ratio). As of December 31, 2003, the Company was in compliance with its covenants.

As of December 31, 2002 and 2003, and March 31, 2004, the balance of the Comerica Bank term loan was $5.0 million, $3.8 million and $3.4 million, respectively. The loan bears interest at the lower of either Comerica Bank’s prime rate or LIBOR rate plus reserve percentage (2.75% at December 31, 2002 and 2003, and March 31, 2004). The interest rate on the Comerica Bank term loan was 4.18%, 3.97% and 4.18% at December 31, 2002 and 2003, and March 31, 2004, respectively. The term loan is payable in 48 equal monthly installments of principal, plus all accrued interest, beginning January 1, 2003. The term loan may be prepaid in whole or in part without any penalty or premium.

Term Loan with Fleet Bank

As of December 31, 2001, the balance outstanding under the term loans with Fleet Bank totalled $8.1 million. The term loans bore interest at the lower of either (1) Fleet Bank’s base rate plus the applicable margin for base rate loans (2.00% declining to 0.50% depending on leverage) or (2) LIBOR plus the applicable margin for LIBOR loans (3.25% declining to 2.00% depending on leverage). As of December 31, 2001, the interest rate on all outstanding borrowings was 4.13%. Principal payments of

F-23

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

$581,000 plus interest were due quarterly until June 30, 2005. However, the Company could repay the entire principal balance at any time prior to expiration, without penalty. Additional principal payments were required based on cash flows generated from operations, insurance proceeds, cash received from the sale of assets or the issuance of equity securities, subject to limitations and exceptions as provided in the agreement.

Subordinated Note Payable to Bio-Rad

In connection with the Acquisition, the Company issued an $8.0 million subordinated note payable to Bio-Rad (the “Bio-Rad Note”), which had an original due date of July 31, 2005 and accrues interest at 13.5% per annum on the principal. Interest is added to principal on June 30 and December 31. Under a penalty clause in the Bio-Rad Note, any principal, interest, premium or other amount due under the Bio-Rad Note that is not paid when due will accrue interest payable on demand at 17.5% per annum. The Company shall have the right at any time to prepay the principal of the note without penalty. However, the Company must repay the Bio-Rad Note in full within two business days of a change in control or the completion of an initial public offering resulting in gross proceeds of at least $35.0 million. The Company recorded interest expense of approximately $1.2 million, $1.3 million, $1.6 million, for the years ended December 31, 2001, 2002 and 2003, respectively, and $381,000 and $430,000 for the three months ended March 31, 2003 and 2004, respectively.

In November 2003, the Company amended the Bio-Rad Note to extend the principal due date to July 31, 2007. The Company also agreed that interest payments would be paid each June 30 and December 31. The first interest payment is due July 1, 2004 and will include interest accrued for the period July 1, 2003 through June 30, 2004. Accrued interest since July 1, 2003 has been reclassified to a current liability.


9.	Commitments and Contingencies

Commitments

Prior to the Acquisition, all facilities were either owned by Bio-Rad or leased by Bio-Rad from third parties under noncancelable operating leases. As part of the Acquisition, the Company entered into agreements with Bio-Rad to lease, sublease or assume leases for certain facilities at fair market value (Note 12). Lease expense under all operating leases was approximately $1.4 million, $1.5 million and $1.7 million for the years ended December 31, 2001, 2002 and 2003, respectively, and $423,000 and $334,000 for the three months ended March 31, 2003 and 2004, respectively.

Future minimum lease payments under all noncancelable operating lease agreements were as follows:


	As of		As of
	December 31,		March 31,
	2003		2004


	(in thousands o		(unaudited)
2004	$	1,336		$1,002
2005		1,127		1,127
2006		639		639
2007		526		526
2008		486		486
Thereafter		1,471		1,471

	$	5,585		$5,251

F-24

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

At March 31, 2004, the Company had outstanding $4.1 million of purchase commitments for inventory and supplies.

Contingencies

The Company is involved in lawsuits, claims, investigations and other proceedings that arise in the ordinary course of business. There are no matters pending that the Company expects to be material in relation to its financial position, results of operations or cash flows.


10.	Stockholders’ Equity

On July 26, 2000, the Company’s Board of Directors approved, and on July 27, 2000 certain stockholders signed, a Subscription and Recapitalization Agreement, pursuant to which all of the issued and outstanding shares of common stock, originally issued at $7,000 per share, were converted into 2,729 shares of Series A preferred stock at $1,000 per share and 3,832,695 shares of new common stock at $0.23 per share.

On July 31, 2000 in connection with the Acquisition, the Company issued 954,391 shares of common stock to Bio-Rad (Note 3).

In September 2000, the Company completed a private placement of 515,130 shares of common stock at $0.23 per share and 1,132 shares of Series A preferred stock at $1,000 per share, generating gross proceeds to the Company of approximately $1.3 million. The proceeds from the private placement were used to repay the principal amounts of the loans of $1.3 million provided to the Company by certain stockholders of the Company. The stock purchase agreements with certain individuals were restricted. The restricted stock purchase agreements generally vest over four years, beginning on the sixth-month anniversary of the date of the agreements. In the event of termination of employment, the Company, at its discretion, may repurchase unvested shares at a price equal to the original issuance price. As of December 31, 2002 and 2003, and March 31, 2004, 136,822, 32,675 and 18,447 shares of common stock were subject to repurchase by the Company under these restricted stock purchase agreements, respectively. As of December 31, 2002 and 2003, and March 31, 2004, 290, 72 and 40 shares of Series A preferred stock were subject to repurchase by the Company under these restricted stock agreements, respectively.

In November 2000, the Company completed a private placement of 7,787,804 shares of convertible preferred stock at $2.05 per share, generating net proceeds to the Company of approximately $14.5 million.

The Company has a security holder’s agreement that restricts its stockholders’ ability to transfer their shares of common stock and Series A preferred stock without the Company’s approval. The security holder’s agreement contains tag-along rights, drag-along rights, and a right of first refusal for the Company’s founders and the Company on certain permitted sales of stock by a stockholder. In addition, it contains anti-dilution protection for Bio-Rad and gives Bio-Rad the right to consent to certain issuances of shares of preferred stock.

Preferred Stock

As of December 31, 2002 and 2003, the Company has authorized the issuance of 9,765,648 shares of preferred stock (“Preferred Stock”), par value $0.01 per share, 9,550 shares of which are designated Series A preferred stock (“Series A preferred stock”) and 9,756,098 shares of which are designated convertible preferred stock (“convertible preferred stock”).

F-25

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The rights and preferences of the Series A preferred stock are indicated below.

Dividends — Series A Preferred Stock

The holders of shares of Series A preferred stock shall be entitled to receive semi-annual dividends, payable on June 30 and December 31 of each year (the “Dividend Date”), when and as declared by the Board of Directors, in an amount per share equal to 13.5% per annum of the liquidation preference per share. Each semi-annual dividend shall be fully cumulative, shall accrue, whether or not declared, on a daily basis from the last Dividend Date, and shall be added to the liquidation preference. Dividends on the Series A preferred stock shall be paid prior to the payment of any dividend on the convertible preferred stock and the common stock. If the declaration or payment of any dividend would cause the Company or its subsidiaries to be in default under any credit agreement, the amount of such dividend shall instead be added to the liquidation preference. No dividends were declared for the years ended December 31, 2001, 2002 and 2003. For the years ended December 31, 2001, 2002 and 2003, and the three months ended March 31, 2003 and 2004, dividends in arrears on Series A preferred stock were $1.4 million, $1.6 million, $1.7 million, $433,000 and $497,000, respectively. At December 31, 2002 and 2003, and March 31, 2004, the cumulative dividends in arrears were $3.5 million, $5.3 million and $5.8 million, respectively.

Liquidation Preference — Series A Preferred Stock

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, each holder of shares of Series A preferred stock then outstanding shall be entitled to be paid out of assets of the Company available for distribution to its stockholders an amount in cash per share equal to (1) $1,000 per share, plus (2) the amount of all dividends that have been added to the liquidation preference plus an amount in cash equal to all accrued but unpaid dividends not yet added to the liquidation preference through the date fixed for liquidation, dissolution or winding up. This liquidation preference is to be paid to holders of the Series A preferred stock before any payment is made of any assets distributed to the holders of common stock.

Optional Conversion — Series A Preferred Stock

At the holder’s option, the Series A preferred stock will convert into shares of common stock only (in an amount equal to the sum of $1,000 plus the amount of all dividends that have been added to the liquidation preference plus an amount equal to all accrued but unpaid dividends not yet added to the liquidation preference through the date fixed for conversion) (1) upon an initial public offering resulting in gross proceeds of at least $35.0 million at a price per share of common stock equal to the initial offering price of the common stock; (2) upon a change of control at a price per share of common stock equal to the price per share of common stock (determined after giving effect to the conversion of the Series A preferred stock to be converted as a result of such change of control) paid in the transaction resulting in the change of control; or (3) at any time on or after July 28, 2005 at a price per share of common stock equal to the fair market value of the common stock on the date selected by the holder for conversion. The fair market value shall mean the current market value of such common stock or, if the current market value cannot be determined because the common stock is not quoted or listed, the fair market value shall be determined by an investment bank of national reputation determined by the Company. The Company, in its sole discretion, can subject the conversion of the Series A preferred stock to the condition that all holders of Series A preferred stock exercise their conversion rights, in which case the vote of a majority of the holders of Series A preferred stock will bind all holders of Series A preferred stock.

F-26

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Automatic Conversion — Series A Preferred Stock

Upon the occurrence of an initial public offering at any time prior to August 1, 2004, all outstanding shares of Series A preferred stock will automatically convert into shares of common stock in an amount equal to the liquidation preference per share of the Series A preferred stock (which includes accrued and unpaid dividends) at a price per share of common stock equal to the initial offering price of the common stock in the offering.

Voting Rights — Series A Preferred Stock

The holders of record of the shares of Series A preferred stock are not entitled to any voting rights except as provided by the General Corporation Law of the State of Delaware and by the Company’s Amended and Restated Certificate of Incorporation, which provides, among other things, that a class vote of the majority of the outstanding shares of Series A preferred stock is required to amend the Certificate of Incorporation so as to adversely affect the rights of the Series A preferred stock.

The rights and preferences of the convertible preferred stock are indicated below.

Dividends — Convertible Preferred Stock

The holders of convertible preferred stock shall be entitled to receive dividends, when and as declared by the Board of Directors, at a rate of 8.0% per annum of the original purchase price per share of $2.05. Such dividends are fully cumulative, shall accrue if not paid, whether or not declared, and shall be payable at the option of the Company (1) in shares of common stock upon the closing of an initial public offering, or (2) in cash prior to an initial public offering as determined by the Company. Dividends on the convertible preferred stock will be paid prior to the payment of any dividend on the common stock. If the declaration or payment of any dividend would cause the Company or its subsidiaries to be in default under any credit agreement, the amount of such dividend shall instead be added to the liquidation preference. No accrued but unpaid dividends on the Series A preferred stock shall be paid in cash unless a proportionate amount of the accrued but unpaid dividend on the convertible preferred stock is also paid. No dividends were declared for the years ended December 31, 2001, 2002 and 2003. For each of the years ended December 31, 2001, 2002 and 2003, and the three months ended March 31, 2003 and 2004, dividends in arrears on convertible preferred stock were $1.3 million, $1.3 million, $1.3 million, $315,000 and $318,000, respectively. At December 31, 2002 and 2003, and March 31, 2004, the cumulative dividends in arrears were $2.7 million, $4.0 million and $4.3 million, respectively.

Liquidation Preference — Convertible Preferred Stock

In the event of any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, the holders of convertible preferred stock shall be entitled to receive prior and in preference to any distribution of any assets of the Company to the holders of common stock, an amount equal to the original purchase price for each share of convertible preferred stock, plus (1) the amount of all dividends that have been added to the liquidation preference, and (2) an amount in cash equal to all accrued but unpaid dividends. If the assets of the Company are not sufficient to pay in full the liquidation payments to holders of the outstanding shares of Preferred Stock, then the assets shall be distributed among the holders of Preferred Stock ratably and in proportion to the amount of liquidation preference each such holder is entitled to receive if the amounts to which holders of the outstanding shares of Preferred Stock are entitled were paid in full.

F-27

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Optional Conversion — Convertible Preferred Stock

Each share of convertible preferred stock is convertible, at the option of the holder, at any time after the issuance of such share, into such number of fully paid and nonassessable shares of common stock only as is determined by dividing the original purchase price by the conversion price applicable to such share. The initial conversion price per share is equal to the original purchase price.

Automatic Conversion — Convertible Preferred Stock

Each share of convertible preferred stock is automatically converted into shares of common stock upon the earlier of (1) the election of the holders of a majority of the then outstanding convertible preferred stock voting as a single class; (2) immediately prior to the closing of an initial public offering of the common stock, which results in gross proceeds to the Company of at least $35.0 million; or (3) the election of the Board of Directors upon the consolidation, merger or sale of the Company or other transaction in which control of the Company is transferred.

Voting Rights — Convertible Preferred Stock

Each holder of convertible preferred stock is entitled to the number of votes equal to the number of shares of common stock into which such convertible preferred stock could be converted.

Anti-Dilution Protection — Convertible Preferred Stock

The holders of the convertible preferred stock are protected from dilution. The conversion price of the convertible preferred stock shall be adjusted using the formula designated in the Amended and Restated Certificate of Incorporation.

Common Stock

In September 2000, the Company’s Board of Directors approved a 1,000-for-1 split of the Company’s common stock effective as of October 20, 2000. All common share and per share amounts presented in the statement of stockholders’ equity have been restated to retroactively reflect this stock split.

As of March 31, 2004, the Company was authorized to issue 300,000,000 shares of $0.00001 par value common stock. The holders of common stock are entitled to one vote per share on all matters to be voted on by the Company.

Stock Incentive Plan

In October 2000, the Company’s Board of Directors and stockholders approved the 2000 Plan, which authorizes the issuance of up to 760,869 shares of common stock as either incentive stock options, nonqualified stock options or restricted stock awards to eligible employees, directors and consultants. In January 2004, the Board of Directors approved an increase to the 2000 Plan to allow for the issuance of up to 1,195,651 options. The exercise price for incentive stock options may not be less than 100% of the fair market value of the common stock at the date of grant. The exercise price for nonqualified stock options may not be less than 85% of the fair market value of the common stock at the date of grant. In the event a grant is priced at a level below the then current market value for accounting purposes on the date of grant, the Company records the corresponding deferred compensation.

F-28

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Unless otherwise determined by the Board of Directors or a committee thereof, options generally vest over 48 months and expire 10 years after the date of grant. The 2000 Plan provides, among other things, that in the event of a merger or other change in control, all options and other awards outstanding under the Plan shall become fully vested unless the Board of Directors determines prior to the event, that vesting will not accelerate. If an option holder’s employment by or service to the Company is terminated by the Company for cause, his or her option terminates, whether or not vested. If an option holder’s employment by or service to the Company is terminated other than for cause, he or she has a period of time, ranging from 30 days to 12 months depending on the type of termination, in which to exercise the portion of his or her option that has vested prior to such termination. If the employment or service of a restricted stock award recipient is terminated for any reason, the unvested shares subject to the award may be repurchased by the Company at the lesser of the fair market value or the original purchase price of such shares. In August 2002, the 2000 Plan was amended to permit early exercise of stock options prior to vesting subject to repurchase by the Company of unvested shares should the employee terminate employment.

The following is a summary of stock option activity for the years ended December 31, 2001, 2002 and 2003, and the three months ended March 31 2004:



				Options Outstanding

							Weighted-Average
	Options Available			Options Outstanding			Exercise Price

Balances at December 31, 2000		113,772			429,707			$0.23
Authorized addition to plan		217,391			—			—
Granted		(165,408	)		165,408			2.30
Cancelled		42,513			(42,513	)		0.23
Exercised		—			(61,406	)		1.15

Balances at December 31, 2001		208,268			491,196			0.81
Granted		(139,694	)		139,694			4.60
Cancelled		50,979			(50,979	)		1.38
Exercised		—			(178,588	)		1.61

Balances at December 31, 2002		119,553			401,323			1.70
Granted		(121,500	)		121,500			3.45
Cancelled		84,196			(84,196	)		2.53
Exercised		—			(111,821	)		0.69

Balances at December 31, 2003		82,249			326,806			2.49
Authorized addition to plan		434,783			—			—
Granted		(135,760	)		135,760			4.60
Cancelled		10,718			(10,718	)		1.61
Exercised		—			(84,947	)		1.61

Balances at March 31, 2004		391,990			366,901			$3.50

F-29

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The status of stock options outstanding as of December 31, 2003 is as follows:



Options Outstanding							Options Vested and Exercisable

Range of	As of		Weighted-		Weighted-		As of		Weighted-
Exercise	December 31,		Average		Average		December 31,		Average
Prices	2003		Remaining Life		Exercise Price		2003		Exercise Price

$0.23		128,776		6.83		$0.23		78,058		$0.23
3.45		137,387		8.78		3.45		23,161		3.45
4.83		60,643		7.89		4.83		33,349		4.83

$0.23-4.83		326,806		7.84		$2.49		134,568		$1.92

The status of stock options outstanding as of March 31, 2004 (unaudited) is as follows:



Options Outstanding							Options Vested and Exercisable

Range of	As of		Weighted-		Weighted-		As of		Weighted-
Exercise	March 31,		Average		Average		March 31,		Average
Prices	2004		Remaining Life		Exercise Price		2004		Exercise Price

$0.23		66,653		6.59		$0.23		42,635		$0.23
3.45		122,079		8.66		3.45		18,293		3.45
4.60		120,000		9.81		4.60		14		4.60
4.83		52,841		7.65		4.83		30,008		4.83
5.75		5,328		10.00		5.75		—		5.75

$0.23-5.75		366,901		8.53		$3.50		90,950		$2.40

Shares of Common Stock Reserved for Future Issuance

As of March 31, 2004, the Company had shares of common stock reserved for future issuance, respectively, as follows:


	(unaudited)
Stock incentive plan		758,891
Conversion of Series A preferred stock		1,015,438
Conversion of convertible preferred stock		627,399

		2,401,728

Shares of Common Stock Subject to Repurchase under Stock Incentive Plan

At December 31, 2002 and 2003, and March 31, 2004, 58,760, 45,436 and 54,721 shares of common stock, respectively, issued in connection with the early exercise of the options are subject to repurchase by the Company under the Plan.

Deferred Stock Compensation

In connection with the grant of stock options under the Plan to purchase shares of common stock to employees for the years ended December 31, 2001, 2002 and 2003, and the three months ended March 31, 2003 and 2004, the Company recorded deferred stock compensation of approximately $433,000, $0, $464,000, $0 and $1.9 million, respectively. This represents the difference between the estimated fair value of the common stock and the aggregate exercise price of such options at the date of grant. This amount of deferred compensation is presented as a reduction of stockholders’ equity and will be amortized

F-30

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

over the shorter of the period in which the employee or director provides services or the applicable vesting period, which is typically 48 months subject to certain exceptions. Amortization expense related to deferred stock compensation was approximately $335,000, $345,000 and $368,000 for the years ended December 31, 2001, 2002 and 2003, respectively, and $86,000 and $182,000 for the three months ended March 31, 2003 and 2004, respectively. Compensation expense is decreased in the period of forfeiture for any accrued but unvested compensation arising from the early termination of an option holder’s services.


11.	Earnings Per Share Calculation

Net loss per share

The Company reports basic net loss per common share, which is based upon the weighted average number of common shares outstanding excluding returnable shares.

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share amounts):



												For the
												Three Months Ended
			For the Year Ended December 31,									March 31,

			2001			2002			2003			2003			2004


												(unaudited)
Numerator:
	Net loss			$(4,404	)		$(9,289	)		$(7,032	)		$(2,319	)		$(785	)
	Cumulative dividends on preferred stock			(2,684	)		(2,880	)		(3,022	)		(748	)		(815	)

	Net loss attributable to common stockholders			$(7,088	)		$(12,169	)		$(10,054	)		$(3,067	)		$(1,600	)

Denominator:
	Weighted average common shares outstanding			5,314			5,432			5,589			5,557			5,645
	Less: Unvested common shares subject to repurchase			(221	)		(167	)		(77	)		(164	)		(67	)

		Total common shares		5,093			5,265			5,512			5,393			5,578

Net loss per common share				$(1.39	)		$(2.31	)		$(1.82	)		$(0.57	)		$(0.29	)

The following outstanding cumulative convertible preferred stock and stock options were excluded from the computation of diluted net loss per share as they were antidilutive:



							For the
							Three Months Ended
	For the Year Ended December 31,						March 31,

	2001		2002		2003		2003		2004


							(unaudited)
Series A preferred(1)		1,326,231		1,353,808		982,078		982,078		1,015,438
Convertible preferred(2)		507,533		622,284		606,171		606,171		627,399
Stock options		491,196		401,323		326,806		350,279		366,901

(1) Assumes shares convert at assumed fair market value of common shares at the end of the period.

(2) Assumes cumulative dividend paid in common shares based upon assumed fair market value at end of period.

F-31

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth the computation of the unaudited pro forma basic and diluted net loss per share (in thousands, except per share amounts):


			For the			For the
			Year Ended			Three Months Ended
			December 31,			March 31,

			2003			2004

						(unaudited)
Numerator:
	Net loss			$(7,032	)		$(785	)

Denominator:
	Weighted average common shares outstanding			5,589			5,645
	Less: Unvested common shares subject to repurchase			(77	)		(67	)
	Plus: Additional common shares assuming conversion of preferred stock(1)			1,588			1,643

		Total common shares		7,100			7,221

Pro forma net loss per common share (unaudited)				$(0.99	)	$	(0.11	)

(1) Assumes conversion of preferred stock into common stock upon closing of the Company’s initial public offering.


12.	Geographic Information

Revenues to the largest customer accounted for approximately 29.3% of total revenues for the year ended December 31, 2001. Revenues to the largest two customers accounted for approximately 13.5% and 10.1%, respectively, of total revenues for the year ended December 31, 2002. Revenues to the largest two customers accounted for approximately 14.9% and 10.3%, respectively, of total revenues for the year ended December 31, 2003. Revenues from the largest customer accounted for approximately 37.1% and 10.6% for the three months ended March 31, 2003 and 2004, respectively. No other customer represented more than 10.0% of total revenues for the years ended December 31, 2001, 2002 and 2003, and the three months ended March 31, 2003 and 2004.

Revenues by geographical location are as follows:



								For the Three Months
		For the Years Ended December 31,						Ended March 31,

		2001		2002		2003		2003		2004


								(unaudited)

		(in thousands of dollars)
United States			$40,477		$16,311		$13,861		$5,496		$3,211
Japan			9,617		5,515		9,848		2,966		1,923
Asia (excluding Japan)			12,717		10,956		9,215		1,210		1,330
Europe			7,181		5,394		4,631		1,126		4,333

	Total		$69,992		$38,176		$37,555		$10,798		$10,797

F-32

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Net property and equipment by geographical location consisted of the following as of December 31, 2002 and 2003, and March 31, 2004:



		December 31,				March 31,

		2002		2003		2004

						(unaudited)

		(in thousands of dollars)
United States			$1,781		$1,072	$	992
United Kingdom			525		343		306
Europe (excluding United Kingdom)			259		279		260
Asia			154		51		49

	Total		$2,719		$1,745	$	1,607

During 2001 and 2002, product sales were captured under different groupings than current market conditions dictate. To restate prior year results to conform to current product groupings is impracticable. A full year of sales for current product groupings is not available since the Company began tracking these groupings late in 2003.


13.	Related-Party Transactions

In connection with the Acquisition, the Company entered into several agreements with Bio-Rad, which are summarized as follows:

Supply and Transition Services Agreement Dated July 31, 2000

Under the Supply and Transition Services Agreement, which was renewed for a one-year period ending on December 31, 2001, Bio-Rad manufactured certain products on behalf of the Company and provided the Company with certain transition services to integrate the Bio-Rad SMD business with the Company. The Supply and Transition Services Agreement also granted a license to the Company for the use of certain technology and know-how used in the manufacture and design of certain products. For the year ended December 31, 2001, the Company recorded an expense of approximately $276,000 related to the Bio-Rad Supply and Transition Services Agreement.

Employee Services and Traveling Employee Agreements Dated July 31, 2000

The Company also entered into an Employee Services Agreement and a Traveling Employee Agreement, both of which expired during the year ended December 31, 2001 at different times with respect to each employee. Pursuant to those agreements, Bio-Rad agreed to provide the Company with the services of a total of eight employees of Bio-Rad. In return, the Company agreed to reimburse Bio-Rad for all direct expenses related to such employees. For the year ended December 31, 2001, the Company recorded an expense of approximately $93,000 related to the Employee Services and Traveling Employee Agreements.

Distribution Agreement Dated July 31, 2000

The Company entered into a Distribution Agreement with Bio-Rad, pursuant to which Bio-Rad marketed and collected sales orders for the Company’s products in Europe (excluding the United Kingdom, Germany and Israel) and Asia (excluding Taiwan) for a period of six months ending January 31, 2001 and in Germany, Israel and Taiwan for a period of eight months ending March 31, 2001. The Distribution Agreement also required Bio-Rad to provide maintenance and support services to

F-33

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

customers in those territories during the applicable periods. For the year ended December 31, 2001, the Company recorded an expense of approximately $348,000 related to the Distribution Agreement.

Facility Leases

The Company has entered into agreements with Bio-Rad to lease certain facilities in the United Kingdom (York and Hemel Hempstead) and the United States (Randolph, Massachusetts). For the years ended December 31, 2001, 2002 and 2003, and the three months ended March 31, 2003 and 2004, the Company recorded expense of approximately $373,000, $417,000, $423,000, $108,000 and $84,000 related to the Bio-Rad facility leases, respectively. These Bio-Rad leases expire at various dates through August 2008. Lease commitments related to these leases were approximately $1.0 million as of March 31, 2004, which is included in total operating lease commitments (Note 9). In 2000, the Company entered into an agreement with an officer of the Company to lease office space in Oregon through September 2003 at a monthly rate of approximately $3,700 per month. The lease was renewed for a one year period ending in September 2004 at a monthly rate of approximately $3,800. Rental expense paid in relation to this agreement for the years ended December 31, 2001, 2002 and 2003, and the three months ended March 31, 2003 and 2004, was approximately $43,000, $43,000, $45,000, $11,000 and $11,000, respectively.


14.	Retirement Plans

In connection with the Acquisition, certain employees of the Company located in the United Kingdom (“UK”) continued to participate in the existing Bio-Rad sponsored UK Pension Plan, through January 31, 2001. In December 2000, the Company formed its own sponsored retirement plans, which call for discretionary contributions by the Company that are subject to established limits and vesting schedules. Contributions to the UK defined contribution plan amounted to $202,000, $219,000, $218,000, $54,000 and $59,000 for the years ended December 31, 2001, 2002 and 2003, and the three months ended March 31, 2003 and 2004, respectively.

The Company’s Profit Sharing/401(k) Plan was adopted in December 2000 and allows eligible participants to contribute a portion of their compensation to the Plan. The Company may choose to make a discretionary matching employer contribution. There was no matching employer contribution for the years ended December 31, 2001, 2002 and 2003, and the three months ended March 31, 2003 and 2004.


15.	Income Taxes

Loss before provision (benefit) for income taxes is based on the following components:



	For the Years Ended December 31,

	2001			2002			2003


	(in thousands of dollars)
United States income (loss)		$38			$(6,611	)		$(4,771	)
Foreign income (loss)		(1,746	)		(3,572	)		(2,427	)

		$(1,708	)		$(10,183	)		$(7,198	)

F-34

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

United States income taxes have not been provided on undistributed earnings of foreign operations, which are considered to be permanently invested. The provision (benefit) for income taxes consists of the following:



		For the Years Ended December 31,

		2001			2002			2003


		(in thousands of dollars)
Current provision (benefit)
	Federal		$2,309			$(2,135	)		$(2,201	)
	State		774			6			(21	)
	Foreign		1,103			(1,729	)		(769	)

			4,186			(3,858	)		(2,991	)
Deferred provision (benefit)			(1,490	)		2,964			2,825

			$2,696			$(894	)		$(166	)

The Company’s provision (benefit) for income taxes differs from the amount computed by applying the U.S. federal statutory rate to loss before provision (benefit) for income taxes as follows:



	For the Years Ended December 31,

	2001			2002			2003


	(in thousands of dollars)
Income tax (credit) based on statutory federal tax rate		$(582	)		$(3,462	)		$(2,310	)
Foreign tax at rates greater than federal rate		1,575			402			(458	)
State tax, net of federal benefit		83			(168	)		(135	)
Research and development credits		(49	)		(242	)		(170	)
Nondeductible stock compensation		65			68			68
Change in valuation allowance		1,658			1,858			3,064
Other		(54	)		650			(225	)

		$2,696			$(894	)		$(166	)

F-35

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the deferred tax asset are as follows:



		As of December 31,

		2002			2003


		(in thousands of
		dollars)
Current deferred tax assets (liabilities)
Inventory reserves and related items			$391			$465
Accounts receivable allowance			31			38
Warranty reserve			386			172
Accrued vacation			140			110
Fixed assets			95			55
Other			199			(12	)

			1,242			828

Long-term deferred tax assets (liabilities)
Acquired intangibles and IPR&D			3,885			3,673
Fixed assets			73			239
Net operating loss carryforward			769			1,762
Other			(44	)		78

			4,683			5,752

	Gross deferred tax asset		5,925			6,580
Less valuation allowance			(3,516	)		(6,580	)

	Net deferred tax asset		$2,409			$—

Realization of the deferred tax asset is dependent on generating sufficient future taxable income. Although realization is not assured, management believes that it is more likely than not that the gross deferred tax asset will not be realized. Management believes that the recorded net deferred tax asset as of December 31, 2002 will be realized based on the amount of tax deposits that the Company has made prior to December 31, 2002. These tax deposits could be refunded to the Company upon reversal of the above temporary differences. Actual amounts could be reduced if sufficient future taxable income is not achieved.

The Company has recorded a valuation allowance at December 31, 2002 and 2003, and March 31, 2004, primarily for deferred tax assets related to IPR&D, intangible assets and net operating loss carryforwards. As of December 31, 2003, the Company had state and foreign net operating loss carryforwards before valuation allowance of $7.4 million and $5.8 million, respectively, which expire between 2007 and 2013. Utilization of these net operating loss carryforwards may be limited due to future ownership changes of the Company.

F-36

ACCENT OPTICAL TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


16.	Subsequent Events

In January 2004, the Board of Directors granted to employees of the Company options to purchase 130,434 shares of common stock at an exercise price of $4.60 per share. The Company recorded deferred stock compensation of approximately $1.8 million in connection with these stock option grants. In March 2004, the Board of Directors granted to employees of the Company options to purchase 5,326 shares of common stock at an exercise price of $5.75 per share. The Company recorded $70,000 of deferred stock compensation for these stock option grants.

In March 2004, the number of shares of common stock the Company was authorized to issue was increased to 300,000,000 shares.

The Company filed a registration statement with respect to an initial public offering (IPO) in March 2004. If the IPO is completed, all of the then outstanding shares of Series A and convertible preferred stock will automatically convert to common stock (Note 10).

In April 2004, the Company’s Board of Directors approved a 1-for-23 reverse split of the Company’s common stock. All common share and per share amounts presented in these financial statements have been restated to retroactively reflect this reverse stock split.

F-37

(ACCENT GRAPHIC)

Through and including , 2004 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

3,700,000 Shares

(ACCENT LOGO)

Accent Optical Technologies, Inc.

Common Stock

PROSPECTUS

Merrill Lynch & Co.

UBS Investment Bank

Piper Jaffray

Needham & Company, Inc.

Adams, Harkness & Hill, Inc.

, 2004

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS


Item 13.	*Other Expenses of Issuance and Distribution*

The following is an itemized statement of the amounts of all expenses payable by the Registrant in connection with the registration of the common stock offered hereby (estimated except for the registration fee, NASD filing fee and Nasdaq National Market listing fee), other than underwriting discounts and commissions:


		Amount to
		be Paid

Registration fee — Securities and Exchange Commission		$	8,616
NASD filing fee			6,500
Nasdaq National Market listing fee			100,000
Accountants’ fees and expenses			350,000
Legal fees and expenses			500,000
Printing and engraving expenses			150,000
Blue Sky fees and expenses			7,500
Transfer agent and registrar fees			3,500
Miscellaneous			33,884

	Total	$	1,160,000

The selling stockholders will have estimated, aggregate legal fees and expenses in connection with the registration of the common stock offered hereby, other than underwriting discounts and commissions, of $10,000.


Item 14.	*Indemnification of Directors and Officers*

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides, in effect, that any person made a party to any action by reason of the fact that he is or was a director, officer, employee or agent of Accent Optical Technologies may, and in some cases must, be indemnified by us against, in the case of a non-derivative action, judgments, fines, amounts paid in settlement and reasonable expenses (including attorneys’ fees) incurred by him as a result of such action, and in the case of a derivative action, against expenses (including attorneys’ fees), if in either type of action he acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interests. This indemnification does not apply, in a derivative action, to matters as to which it is adjudged that the director, officer, employee or agent is liable to us, unless upon court order it is determined that, despite such adjudication of liability, but in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for expenses, and, in a non-derivative action, to any criminal proceeding in which such person had no reasonable cause to believe his conduct was unlawful.

Our certificate of incorporation provides that no director shall be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL.

Our certificate of incorporation and bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by the DGCL. We currently maintain and intend to continue to maintain directors and officers liability insurance.

Reference is made to the underwriting agreement to be filed as Exhibit 1.1 hereto, pursuant to which the underwriters have agreed to indemnify our officers and directors against certain liabilities under the Securities Act.

II-1


Item 15.	*Recent Sales of Unregistered Securities*

In the three years prior to the filing of this registration statement, we issued and sold the following unregistered securities:

• Between April 28, 2001 and April 29, 2004, we granted options to purchase an aggregate of 472,581 shares of common stock under our 2000 Plan with exercise prices ranging from $3.45 per share to $5.75 per share, and a weighted average exercise price of $4.37 per share.

• During the same period, we issued and sold 323,312 shares of common stock pursuant to option exercises at a price of $0.23 per share, 22,108 shares of common stock pursuant to option exercises at a price of $3.45 per share, 10,086 shares of common stock pursuant to option exercises at a price of $4.60 per share, and 80,009 shares of common stock pursuant to option exercises at a price of $4.83 per share.

The sales and issuances of the securities listed above were deemed to be exempt from registration under the Securities Act by virtue of Rule 701 promulgated under Section 3(b) of the Securities Act as transactions pursuant to compensation benefits plans and contracts relating to compensation.


Item 16.	*Exhibits and Financial Statement Schedules*

(A) Exhibits


Exhibit
Number			Description

	1.1*	—	Form of Underwriting Agreement
	3.1*	—	Amended and Restated Certificate of Incorporation of the Registrant
	3.2*	—	Amended and Restated Bylaws of the Registrant
	4.1	—	Form of Common Stock Certificate
	4.2	—	Securityholders Agreement among the Registrant and certain security holders
	4.3	—	Letter Amendment to Securityholders Agreement among the Registrant and certain security holders.
	4.4	—	Amendment No. 1 to Securityholders Agreement among the Registrant and certain security holders
	4.5†	—	Investor Rights Agreement among Registrant and certain investors
	5.1*	—	Opinion of Perkins Coie LLP
	10.1†	—	2000 Stock Incentive Plan of the Registrant
	10.2†	—	Form of Incentive Stock Option Agreement of the Registrant
	10.3†	—	Form of Non-Qualified Stock Option Award Agreement of the Registrant
	10.4†	—	Form of Non-Qualified Stock Option Award Agreement (U.K.) of the Registrant
	10.5*	—	2004 Equity Incentive Plan of the Registrant
	10.7†	—	Lease (York, U.K.) dated as of July 28, 2000, by and between Bio-Metrics Properties Ltd. and Accent Optical Technologies (U.K.) Ltd. (formerly Accent Semiconductor Technologies (U.K.) Ltd.)
	10.8†	—	Addendum to and Extension of York, U.K. Lease dated as of January 28, 2003, by and between Bio-Metrics Properties Ltd. and Accent Optical Technologies (U.K.) Ltd.
	10.9†	—	Addendum to York, U.K. Lease dated as of February 9, 2004, by and between Bio-Metrics Properties Ltd. and Accent Optical Technologies (U.K.) Ltd.
	10.10†	—	Jamison Building Office Lease (Bend, Oregon) dated February 1, 2001, by and between Bruce Rhine and AOTI Operating Company, Inc. (formerly ASTI Operating Company, Inc.)
	10.11†	—	Jamison Building Addendum (Bend, Oregon) dated October 1, 2001, by and between Bruce Rhine and AOTI Operating Company, Inc. (formerly ASTI Operating Company, Inc.)
	10.12†	—	Jamison Building Addendum (Bend, Oregon) dated October 1, 2003, by and between CEAD Partners, Inc. and AOTI Operating Company, Inc. (formerly ASTI Operating Company, Inc.)

II-2


Exhibit
Number			Description

	10.13†	—	Seller Note dated July 31, 2000, by the Registrant in favor of Bio-Rad Laboratories, Inc. in the principal amount of $8 million
	10.14†	—	Seller Note Modification Agreement dated as of December 18, 2002, by and among Bio-Rad Laboratories, Inc., Comerica Bank-California and the Registrant
	10.15†	—	Seller Note Modification Agreement Number Two dated as of November 20, 2003, by and among Bio-Rad Laboratories, Inc., Comerica Bank (successor to Comerica Bank-California) and the Registrant
	21.1	—	Subsidiaries of the Registrant
	23.1*	—	Consent of Perkins Coie LLP (included as part of Exhibit 5.1 hereto)
	23.2	—	Consent of PricewaterhouseCoopers LLP, Independent Accountants
	24.1†	—	Power of Attorney (See page II-5 of the Registration Statement filed March 22, 2004)

† Previously filed.

* To be filed by amendment.

(B) Financial Statement Schedules

S-1 — Report of Independent Auditors on Financial Statement Schedule

S-2 — Schedule II — Valuation and Qualifying Accounts


Item 17.	*Undertakings*

The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the Delaware General Corporation Law, our certificate of incorporation or our bylaws, the underwriting agreement or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We hereby undertake that:

• For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by us pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

• For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bend, State of Oregon, on May 5, 2004.

ACCENT OPTICAL TECHNOLOGIES, INC.

By: /s/ BRUCE C. RHINE

Bruce C. Rhine

President, Chief Executive Officer and Chairman

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on May 5, 2004 in the capacities indicated.



Signature		Title


/s/ BRUCE C. RHINE Bruce C. Rhine		President, Chief Executive Officer and Chairman (Principal Executive Officer)

/s/ REID LANGRILL Reid Langrill		Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

/s/ JOSEPH F. DOX* Joseph F. Dox		Director

/s/ PETER M. JOOST* Peter M. Joost		Director

/s/ WILLIAM LANDRETH* William Landreth		Director

/s/ JEFFREY J. ROSEN* Jeffrey J. Rosen		Director

/s/ DAVID SCHWARTZ* David Schwartz		Director

/s/ ROBERT J. THERRIEN* Robert J. Therrien		Director

*By:	/s/ BRUCE C. RHINE Bruce C. Rhine, Attorney-in-fact

II-4

Report of Independent Auditors on

Financial Statement Schedule

To the Board of Directors

of Accent Optical Technologies, Inc.:

Our audits of the consolidated financial statements referred to in our report dated March 19, 2004 appearing in this Registration Statement on Form S-1 also included an audit of the financial statement schedule listed in Item 16(b) of this Registration Statement on Form S-1. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

PricewaterhouseCoopers LLP

Portland, Oregon

March 19, 2004

S-1

SCHEDULE II

ACCENT OPTICAL TECHNOLOGIES, INC.

VALUATION AND QUALIFYING ACCOUNTS


		Balance at		Charged to								Balance at
		Beginning of		Costs and			Charges to					End of
Description		Period		Expenses			Other Accounts		Deductions			Period


		(in thousands)
*Year ended December 31, 2003*
	Allowance for doubtful accounts		$1,142		$(398	)		$—		$(2	)		$742
	Inventory valuation		9,311		2,251			903		(1,845	)		10,620
	Valuation allowances — deferred taxes		3,516		3,064			—		—			6,580
*Year ended December 31, 2002*
	Allowance for doubtful accounts		1,628		(278	)		—		(208	)		1,142
	Inventory valuation		5,485		1,444			2,536		(154	)		9,311
	Valuation allowances — deferred taxes		1,658		1,858			—		—			3,516
*Year ended December 31, 2001*
	Allowance for doubtful accounts		1,344		485			—		(201	)		1,628
	Inventory valuation		3,940		2,252			—		(707	)		5,485
	Valuation allowances — deferred taxes		—		1,658			—		—			1,658

S-2

EXHIBIT INDEX


Exhibit
Number			Description

	1.1*	—	Form of Underwriting Agreement
	3.1*	—	Amended and Restated Certificate of Incorporation of the Registrant
	3.2*	—	Amended and Restated Bylaws of the Registrant
	4.1	—	Form of Common Stock Certificate
	4.2	—	Securityholders Agreement among the Registrant and certain security holders
	4.3	—	Letter Amendment to Securityholders Agreement among the Registrant and certain security holders.
	4.4	—	Amendment No. 1 to Securityholders Agreement among the Registrant and certain security holders
	4.5†	—	Investor Rights Agreement among Registrant and certain investors
	5.1*	—	Opinion of Perkins Coie LLP
	10.1†	—	2000 Stock Incentive Plan of the Registrant
	10.2†	—	Form of Incentive Stock Option Agreement of the Registrant
	10.3†	—	Form of Non-Qualified Stock Option Award Agreement of the Registrant
	10.4†	—	Form of Non-Qualified Stock Option Award Agreement (U.K.) of the Registrant
	10.5*	—	2004 Equity Incentive Plan of the Registrant
	10.7†	—	Lease (York, U.K.) dated as of July 28, 2000, by and between Bio-Metrics Properties Ltd. and Accent Optical Technologies (U.K.) Ltd. (formerly Accent Semiconductor Technologies (U.K.) Ltd.)
	10.8†	—	Addendum to and Extension of York, U.K. Lease dated as of January 28, 2003, by and between Bio-Metrics Properties Ltd. and Accent Optical Technologies (U.K.) Ltd.
	10.9†	—	Addendum to York, U.K. Lease dated as of February 9, 2004, by and between Bio-Metrics Properties Ltd. and Accent Optical Technologies (U.K.) Ltd.
	10.10†	—	Jamison Building Office Lease (Bend, Oregon) dated February 1, 2001, by and between Bruce Rhine and AOTI Operating Company, Inc. (formerly ASTI Operating Company, Inc.)
	10.11†	—	Jamison Building Addendum (Bend, Oregon) dated October 1, 2001, by and between Bruce Rhine and AOTI Operating Company, Inc. (formerly ASTI Operating Company, Inc.)
	10.12†	—	Jamison Building Addendum (Bend, Oregon) dated October 1, 2003, by and between CEAD Partners, Inc. and AOTI Operating Company, Inc. (formerly ASTI Operating Company, Inc.)
	10.13†	—	Seller Note dated July 31, 2000, by the Registrant in favor of Bio-Rad Laboratories, Inc. in the principal amount of $8 million
	10.14†	—	Seller Note Modification Agreement dated as of December 18, 2002, by and among Bio-Rad Laboratories, Inc., Comerica Bank-California and the Registrant
	10.15†	—	Seller Note Modification Agreement Number Two dated as of November 20, 2003, by and among Bio-Rad Laboratories, Inc., Comerica Bank (successor to Comerica Bank-California) and the Registrant
	21.1	—	Subsidiaries of the Registrant
	23.1*	—	Consent of Perkins Coie LLP (included as part of Exhibit 5.1 hereto)
	23.2	—	Consent of PricewaterhouseCoopers LLP, Independent Accountants
	24.1†	—	Power of Attorney (See page II-5 of the Registration Statement filed March 22, 2004)

† Previously filed.

* To be filed by amendment.

EX-4.1 2 v97043a1exv4w1.txt EXHIBIT 4.1 Exhibit 4.1 [CERTIFICATE OF STOCK] COMMON STOCK COMMON STOCK NUMBER SHARES AXNT ACCENT INCORPORATED UNDER THE LAWS SEE REVERSE FOR OF THE STATE OF DELAWARE CERTAIN DEFINITIONS CUSIP 00430N 10 9 This Certifies that ACCENT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.00001 PAR VALUE, OF =============================ACCENT OPTICAL TECHNOLOGIES, INC.================== transferable only on the books of the Corporation by the holder hereof in person, or by duly authorized attorney, upon the surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. In Witness Whereof, the Corporation has caused the facsimile signatures of its duly authorized officers and its seal to be hereunto affixed. COUNTERSIGNED AND REGISTERED MELLON INVESTOR SERVICES LLC TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE Date: /s/ Reid Langrill /s/ Bruce C. Rhine ASSISTANT SECRETARY PRESIDENT ACCENT OPTICAL TECHNOLOGIES INC. DELAWARE CORPORATE SEAL (C) NORTHERN BANK NOTE COMPANY ACCENT OPTICAL TECHNOLOGIES, INC. The Corporation will furnish to any stockholder upon request and without charge a full statement of the designations, preferences, limitations and relative rights of the shares of each class of shares authorized to be issued and the variations in the relative rights and preferences between the shares of each series of a class of shares so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of the subsequent series. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM- as tenants in common TEN ENT- as tenants by the entireties JT TEN- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT-_____________ Custodian ____________ (Cust) (Minor) under Uniform Gifts to Minors Act _______________________________ (State) UNIF TRF MIN ACT- _____________ Custodian (until age ____) (Cust) ___________________ under Uniform Transfers (Minor) to Minors Act _________________________ (State) Additional abbreviations may also be used though not in the above list. For Value Received, _________________________________________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ------------------------------------ - ------------------------------------ ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) ________________________________________________________________________________ ________________________________________________________________________________ _____________________________________________________________________ Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _____________________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated__________________ ________________________________________________________________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed: By - -------------------------------------------------------------------------------- THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. EX-4.2 3 v97043a1exv4w2.txt EXHIBIT 4.2 EXHIBIT 4.2 SECURITYHOLDERS AGREEMENT DATED AS OF JULY 31, 2000 AMONG ACCENT SEMICONDUCTOR TECHNOLOGIES, INC. JFI II, L.P., PETER M. JOOST BRUCE C. RHINE MARTHA H. RHINE DAVID JOHNSON, TRUSTEE, THE RHINE 2000 CHILDREN'S TRUST DATED JUNE 12, 2000 BIO-RAD LABORATORIES, INC. CONTENTS ARTICLE I DEFINITIONS................................................................ 2 Section 1.1 Definitions.......................................................... 2 ARTICLE II RESTRICTIONS ON TRANSFERS.................................................. 10 Section 2.1 In General........................................................... 10 Section 2.2 Additional Restrictions.............................................. 12 ARTICLE III ADDITIONAL RIGHTS AND OBLIGATIONS OF SECURITYHOLDERS AND THE COMPANY....... 12 Section 3.1 Obligation to Sell Securities; Rights of Inclusion................... 12 Section 3.2 Right of First Offer................................................. 17 Section 3.3 Founders' Purchase Option............................................ 18 Section 3.4 Registration Rights.................................................. 19 Section 3.5 Action by Founders................................................... 19 Section 3.6 Financial and Other Information...................................... 20 ARTICLE IV ISSUANCE OF ADDITIONAL SECURITIES.......................................... 21 Section 4.1 Rights Upon Issuance of Additional Securities........................ 21 Section 4.2 Issuance Notice...................................................... 22 Section 4.3 Response Notice...................................................... 22 Section 4.4 Revised Issuance Notice.............................................. 22 Section 4.5 Pro Rata Share....................................................... 22 Section 4.6 Approval by Bio-Rad.................................................. 23 Section 4.7 Bio-Rad Dilution..................................................... 23 ARTICLE V TERMINATION................................................................ 24 Section 5.1 Termination.......................................................... 24 ARTICLE VI OTHER MATTERS.............................................................. 24 Section 6.1 Board Composition.................................................... 24 Section 6.2 Remedies............................................................. 27 Section 6.3 Rights and Obligations of Transferees; New Issuances................. 27 Section 6.4 Spousal Consent...................................................... 29 Section 6.5 Successors and Assigns............................................... 29 Section 6.6 No Waivers; Amendments............................................... 29 Section 6.7 Notices.............................................................. 30 Section 6.8 Inspection........................................................... 31 Section 5.9 Governing Law........................................................ 31 Section 6.10 Captions............................................................. 32

PAGE i Section 6.11 Entire Agreement..................................................... 32 Section 6.12 Severability......................................................... 33 Section 6.13 Counterparts......................................................... 33 Section 6.14 Waiver Of Jury Trial................................................. 33 Section 6.15 Further Assurances................................................... 33

Schedule I Initial Additional Securityholders Schedule II Initial Management Securityholders Schedule III Registration Rights PAGE ii SECURITYHOLDERS AGREEMENT This SECURITYHOLDERS AGREEMENT is dated as of July 31, 2000, and entered into by and among ACCENT SEMICONDUCTOR TECHNOLOGIES, INC., a Delaware corporation (the "Company"), JFI II, L.P., a Texas limited partnership ("JFI II"), PETER M. JOOST, an individual ("Joost"), BRUCE C. RHINE AND MARTHA H. RHINE, AS JOINT TENANTS WITH A RIGHT OF SURVIVORSHIP ("Rhine"), DAVID JOHNSON, TRUSTEE, THE RHINE 2000 CHILDREN'S TRUST DATED JUNE 12, 2000 ("Rhine Trust" and, together with JFI II, Joost and Rhine, the "Founders"), BIO-RAD LABORATORIES, INC. ("Bio-Rad"), the entities listed on Schedule I annexed hereto (together with Bio-Rad, the "Initial Additional Securityholders" arid, together with the Subsequent Additional Securityholders (as hereinafter defined), the "Additional Securityholders"), and the individuals listed on Schedule II annexed hereto (the "Initial Management Securityholders" and, together with the Additional Management Securityholders (as hereinafter defined), the "Management Securityholders"). Each of the Company, the Founders, the Initial Additional Securityholders, the Initial Management Securityholders and any other Person who shall become a party to or agree to be bound by (or otherwise become bound by) the terms of this Agreement after the date hereof is sometimes hereinafter referred to as a "Securityholder." WITNESSETH: WHEREAS, the authorized capitalization of the Company is (x) 400,000 shares of Common Stock, par value $0.01 per share (the "Common Stock") and (y) 9,550 shares of Series A Preferred Stock, par value $0.01 per share (the "Preferred Stock"; the Preferred Stock and Common Stock are collectively referred therein as the "Stock"; provided that, reasonably promptly after the date hereof, the Company shall amend its Articles of Incorporation to increase the authorized capitalization of the Company to be (x) 1,400,000 shares of Common Stock and (y) 9,550 shares of Preferred Stock; WHEREAS, the Company has entered into a Transaction Agreement dated as of June 29, 2000 (the "Transaction Agreement"), pursuant to which the Company has purchased (itself and/or through one or more of its wholly owned subsidiaries) certain assets and assumed certain liabilities of Bio-Rad, Sandia Systems, Inc., Bio-Rad Micromeasurements Limited and Bio-Rad Microscience Limited, as provided therein (the "Transaction"); WHEREAS, (x) in connection with the Transaction, shares of Common Stock were issued by the Company to Bio-Rad and (y) on the date hereof Bio-Rad owns PAGE 1 21,951 shares of Common Stock (of which 3,659 shares of Common Stock constitute the Optioned Securities (as hereinafter defined)); WHEREAS, on the date hereof (w) JFI II owns 37,630 shares of Common Stock, Joost owns 5,024 shares of Common Stock, (x) Rhine owns 29,479 shares of Common Stock and (y) Rhine Trust owns 13,175 shares of Common Stock; WHEREAS, on the date hereof (w) JFI II owns 3,593.70 shares of Preferred Stock, (x) Joost owns 479.76 shares of Preferred Stock, (y) Rhine owns 2,815.21 shares of Preferred Stock and (z) Rhine Trust owns 1,258.25 shares of Preferred Stock; WHEREAS, each of the Initial Additional Securityholders owns the shares of Common Stock and the shares of Preferred Stock set forth next to such Initial Additional Securityholder's name on Schedule I annexed hereto; and WHEREAS, the parties hereto desire to set forth certain rights and obligations relating to their ownership of Securities. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I DEFINITIONS SECTION 1.1 DEFINITIONS As used in this Agreement, the following terms have the following meanings: "Additional Management Securityholders" means any member of management of the Company or any of its subsidiaries to whom Securities are issued after the date hereof who shall become a party to or agree to be bound by (or otherwise become bound by) the terms of this Agreement after the date hereof. "Additional Securities" means all Securities which are issued by the Company at any time, other than (i) the Securities issued and outstanding on the date hereof, (ii) any Securities issued to all of the holders of Securities then outstanding on a proportionate basis, (iii) any Securities issued to one or more employees of the Company pursuant to and in accordance with any employee benefit plan, agreement or arrangement that has been approved by the Board, (iv) any Securities that are issued in connection with the acquisition by the Company or a subsidiary of the Company of any business (whether by acquisition of stock or assets) or any assets, (v) any Securities issued to any lender or other Person providing debt financing to the Company in a bona fide financing transaction approved by the Board, (vi) any Securities issued upon exercise, conversion or exchange of any other Securities, (vii) any Securities issued to a Person whose participation in the Company the Board PAGE 2 determines in good faith, based on factors particular to the identity, nature or domicile of such person, would be an asset or benefit to the Company and (viii) any Securities issued in amounts less than $500,000 in any single transaction or related series of transactions; provided that the aggregate amount of all transactions under this clause (viii) shall not exceed $2,000,000. "Additional Securityholders" shall have the meaning set forth in the preamble. "Affiliate" means with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with such other Person. For purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Agreement" means this Securityholders Agreement, as amended from time to time. "Applicable Drag Percentage" shall have the meaning set forth in subsection 3.1(a)(i). "Applicable Tag Percentage" shall have the meaning set forth in subsection 3.1(b)(i). "Bio-Rad" shall have the meaning set forth in the preamble. "Board" means the board of directors of the Company. "Business Day" means each day other than Saturdays, Sundays and days when commercial banks are authorized to be closed for business in San Francisco, California. "Buyer's Notice" shall have the meaning set forth in subsection 3.2(c). "Change of Control" shall mean: (a) the consummation of a plan of reorganization, merger or consolidation involving Company or any Qualified Subsidiary or Affiliate (for purposes of this definition, the "Reorganizing Corporation"), except for a reorganization, merger or consolidation where (x) the ultimate shareholders of the Reorganizing Corporation immediately prior to such reorganization, merger or consolidation (determined after giving pro forma effect to any transaction relating to Timbre Technologies, Inc., whether structured as a reorganization, merger, consolidation, acquisition or other transaction) own directly or indirectly at least 50% PAGE 3 of the combined voting power of the outstanding voting securities of the corporation resulting from such reorganization, merger or consolidation (for purposes of this definition, the "Surviving Corporation") and the individuals who were members of the incumbent Board of Directors immediately prior to the execution of the agreement providing for such reorganization, merger or consolidation constitute at least 50% of the members of the board of directors of the Surviving Corporation, or (y) the Reorganizing Corporation is reorganized, merged or consolidated with a corporation in which any shareholder owning directly or indirectly at least 50% of the combined voting power of the outstanding voting securities of the Reorganizing Corporation immediately prior to such reorganization, merger or consolidation (determined after giving pro forma effect to any transaction relating to Timbre Technologies, Inc., whether structured as a reorganization, merger, consolidation, acquisition or other transaction), owns directly or indirectly at least 50% of the combined voting power of the outstanding voting securities of the corporation resulting from such reorganization, merger or consolidation; (b) the sale of fifty percent (50%) of more of the assets of the Division Businesses by Company or any Qualified Subsidiary or Affiliate, in a single transaction or in a series of related transactions, to any Person other than Company or a wholly-owned Subsidiary of Company or of such Qualified Subsidiary or Affiliate; or (c) the acquisition of beneficial ownership of stock representing more than fifty percent (50%) of the voting power of Company or any Qualified Subsidiary or Affiliate then outstanding by any Person other than the shareholders of Company existing on the date hereof and such shareholders' Subsidiaries and Affiliates (determined after giving pro forma effect to any transaction relating to Timbre Technologies, Inc., whether structured as a reorganization, merger, consolidation, acquisition or other transaction). "Commission" means the U.S. Securities and Exchange Commission. "Common Securities" means Securities other than Preferred Stock. "Common Stock" shall have the meaning set forth in the recitals. "Company" shall have the meaning set forth in the preamble. "Competitor" means any Person with an interest, whether as an owner, principal, director, independent contractor or employee, in any business, entity or venture that competes directly with any of the businesses conducted by the Company and its subsidiaries. An interest solely in publicly traded securities constituting less than 5% of the issuer shall not, alone, cause a Person to be a Competitor. PAGE 4 "Critical Dimension Metrology Business" means the Critical Dimension Metrology Equipment research, development, manufacturing, marketing and distribution business carried on by Bio-Rad, its Subsidiaries and its Affiliates (including the other Seller Parties) and includes the ownership, development and exploitation of Intangible Property; the research and development of Critical Dimension Metrology Equipment and components and products with respect thereto; the manufacturing, warehousing and distribution of Critical Dimension Metrology Equipment and components and products with respect thereto and the marketing, sales and service of Critical Dimension Metrology Equipment and components and products with respect thereto. Any general reference to the Critical Dimension Metrology Business shall be deemed to include the following incidents of such business: revenue, income, cash flow, employees, operations, condition (financial or other), assets and properties and liabilities. "Critical Dimension Metrology Equipment" means hardware and software that utilize scatterometric techniques for the measurement of various dimensions of the patterns etched into semiconductor wafers. "Division Businesses" means the Critical Dimension Metrology Business, the Overlay Metrology Business, the Semiconductor Materials Characterization Business, and the Substrate Metrology Business, collectively. "Drag-Along Sale" shall have the meaning set forth in subsection 3.1(a)(i). "Exchange Act" shall mean the Securities and Exchange Act of 1934, as amended. "Founders" shall have the meaning set forth in the preamble. "Initial Additional Securityholders" shall have the meaning set forth in the preamble. "Initial Management Securityholders" shall have the meaning set forth in the preamble. "Initial Public Offering" shall mean a primary public offering (whether or not underwritten, but excluding any offering pursuant to Form S-8 under the Securities Act or any other publicly registered offering pursuant to the Securities Act solely pertaining to an issuance of shares of Common Stock of Company or common stock of any Qualified Subsidiary or Affiliate or securities exercisable therefor under any benefit plan, employee compensation plan, or employee or director stock purchase plan) of the Common Stock of Company or common stock of any Qualified Subsidiary or Affiliate, as the case may be, pursuant to an effective registration statement under the Securities Act in which Company or any Qualified Subsidiary or PAGE 5 Affiliate, as the case may be, receives aggregate gross proceeds of at least $35,000,000. "Issuance Notice" shall have the meaning set forth in Section 4.2. "JFI II" shall have the meaning set forth in the preamble. "Joost" shall have the meaning set forth in the Preamble. "Management Options" means options to purchase Common Stock issued to the Management Securityholders. "Management Securityholders" shall have the meaning set forth in the preamble. "Offer Price" shall have the meaning set forth in subsection 3.2(b). "Offeror" shall have the meaning set forth in subsection 3.2(a). "Offering Notice" shall have the meaning set forth in subsection 3.2(b). "Offered Securities" shall have the meaning set forth in subsection 3.2(a). "Optioned Securities" means the 3,659 shares of Common Stock of the Company owned by Bio-Rad on the Closing Date, as such shares may be adjusted for any stock splits, stock dividends, combinations, recapitalizations, or similar events, but specifically excluding Securities issued with respect to Bio-Rad's exercise of any pre-emptive rights pursuant to Section 4.1 of this Agreement. "Overlay Metrology Business" means the Overlay Metrology Equipment research, development, manufacturing, marketing and distribution business carried on by Bio-Rad, its Subsidiaries and its Affiliates (including the other Seller Parties) and includes the ownership, development and exploitation of Intangible Property; the research and development of Overlay Metrology Equipment and components and products with respect thereto; the manufacturing, warehousing and distribution of Overlay Metrology Equipment and components and products with respect thereto and the marketing, sales and service of Overlay Metrology Equipment and components and products with respect thereto. Any general reference to the Overlay Metrology Business shall be deemed to include the following incidents of such business: revenue, income, cash flow, employees, operations, condition (financial or other), assets and properties and liabilities. PAGE 6 "Overlay Metrology Equipment" means hardware and software utilized for the non-destructive measurement of the accuracy of registration of critical pattern layers in the semiconductor photolithography process. "Permitted Transferee" means, (i) with respect to any Securityholder that is an individual (an "Individual Securityholder"), such Individual Securityholder's spouse, children, parents or grandchildren or any trust or partnership established solely for the benefit of the foregoing relatives of such Individual Securityholder, and (ii) in the case of a Securityholder that is a corporation, partnership or other entity, any Affiliate of such Securityholder. "Person" means any individual, general partnership, limited partnership, corporation, limited liability company, joint venture, trust, business trust, cooperative or association. "Preferred Applicable Tag Percentage" shall have the meaning set forth in subsection 3.1(b)(ii). "Preferred Drag-Along Sale" shall have the meaning set forth in subsection 3.1(a)(ii). "Preferred Stock" shall have the meaning set forth in the recitals. "Preferred Tag-Along Sale" shall have the meaning set forth in subsection 3.1(b)(ii). "Preferred Tag-Along Right" shall have the meaning set forth in subsection 3.1(b)(ii). "Preferred Transfer Notice" shall have the meaning set forth in subsection 3.1(b)(ii). "Pro Rata Share" shall have the meaning set forth in Section 4.5. "Public Transfer" means a Transfer in a public offering pursuant to an effective registration statement under the Securities Act or a Transfer in a bona fide market transaction effected on a public securities exchange, NASDAQ or a comparable market system. "Purchase Option" shall have the meaning set forth in subsection 3.3(a). "Purchase Option Notice" shall have the meaning set forth in subsection 3.3(b). "Qualified Public Offering" means a public offering (whether or not underwritten, but excluding any offering pursuant to Form S-8 under the Securities PAGE 7 Act or any other publicly registered offering pursuant to the Securities Act solely pertaining to an issuance of shares of Common Stock or securities exercisable therefor under any benefit plan, employee compensation plan, or employee or director stock purchase plan) of the Common Stock pursuant to an effective registration statement under the Securities Act in which Company receives aggregate gross proceeds of at least $35,000,000. "Qualified Subsidiary or Affiliate" means any Subsidiary or Affiliate of Company that conducts all or substantially all of the Division Businesses as conducted on the date hereof. "Response Notice" shall have the meaning set forth in Section 4.3. "Rhine" shall have the meaning set forth in the preamble. "Rhine Trust" shall have the meaning set forth in the preamble. "Right of First Offer" shall have the meaning set forth in subsection 3.2(c). "Securities" means the Preferred Stock, the Common Stock, the Management Options and any warrants, options or other rights that may be issued by the Company to purchase Common Stock. "Securities Act" means the Securities Act of 1933, as amended. "Securityholder" shall have the meaning set forth in the preamble. "Seller Parties" means Bio-Rad, Sandia Systems, Inc., Bio-Rad Micromeasurements Limited and Bio-Rad Microscience Limited. "Semiconductor Materials Characterization Business" means the Semiconductor Materials Characterization Equipment research, development, manufacturing, marketing and distribution business carried on by Bio-Rad, its Subsidiaries and its Affiliates (including the other Seller Parties) and includes the ownership, development and exploitation of Intangible Property; the research and development of Semiconductor Materials Characterization Equipment and components and products with respect thereto; the manufacturing, warehousing and distribution of Semiconductor Materials Characterization Equipment and components and products with respect thereto and the marketing, sales and service of Semiconductor Materials Characterization Equipment and components and products with respect thereto. Any general reference to the Semiconductor Materials Characterization Business shall be deemed to include the following incidents of such business: revenue, income, cash flow, employees, operations, condition (financial or other), assets and properties and liabilities. PAGE 8 "Semiconductor Materials Characterization Equipment" means hardware and software utilized for the characterization of the electrical, optical and materials properties of silicon and compound semiconductor materials (including, without limitation, doping profiles, Hall mobility, resistivity, photoluminescence and impurity detection). "Spousal Consent" shall have the meaning set forth in Section 6.4. "Stock" shall have the meaning set forth in the recitals. "Subsequent Additional Securityholder" means any Person to whom Securities are issued after the date hereof who shall become a party to or agree to be bound by (or otherwise become bound by) the terms of this Agreement after the date hereof. "Subsidiary" means, with respect to any Person, any other Person in which such Person has a direct or indirect equity or ownership interest in excess of 50%. "Substrate Metrology Business" means the Substrate Metrology Equipment research, development, manufacturing, marketing and distribution business carried on by Bio-Rad, its Subsidiaries and its Affiliates (including the other Seller Parties) and includes the ownership, development and exploitation of Intangible Property; the research and development of Substrate Metrology Equipment and components and products with respect thereto; the manufacturing, warehousing and distribution of Substrate Metrology Equipment and components and products with respect thereto and the marketing, sales and service of Substrate Metrology Equipment and components and products with respect thereto. Any general reference to the Substrate Metrology Business shall be deemed to include the following incidents of such business: revenue, income, cash flow, employees, operations, condition (financial or other), assets and properties and liabilities. "Substrate Metrology Equipment" means hardware and software utilized for the measurement, in silicon and silicon-containing semiconductor materials, of film thickness, carbon, oxygen, boron and phosphorus concentrations, deep trench depth and similar measurements. "Swap Transaction" means, with respect to any Securities, any swap, participation or other arrangement that transfers to another Person, in whole or in part, any significant economic consequences of ownership thereof. "Tag-Along Right" shall have the meaning set forth in subsection 3.1(b)(i). "Tag-Along Sale" shall have the meaning set forth in subsection 3.1(b)(i). "Transaction" shall have the meaning set forth in the recitals. PAGE 9 "Transaction Agreement" shall have the meaning set forth in the recitals. "Transfer" means, with respect to any Securities, any direct or indirect transfer, sale, assignment or other disposition of ownership thereof (other than the conversion of Preferred Stock into Common Stock in accordance with the terms of the Preferred Stock). "Transferee" means any transferee of Securities or any interest therein. "Transfer Notice" shall have the meaning set forth in subsection 3.1(b)(i). "Vested Options" shall have the meaning set forth in subsection 3.1(a)(i). ARTICLE II RESTRICTIONS ON TRANSFERS SECTION 2.1 IN GENERAL (a) No Securityholder shall pledge, hypothecate or otherwise encumber or Transfer any Securities, or enter into any Swap Transaction with respect to any Securities, except in compliance with the Securities Act, applicable state securities laws and all applicable provisions of this Agreement. Any attempt to pledge, hypothecate or otherwise encumber or Transfer any Securities or enter into any Swap Transaction with respect to any Securities not in compliance with all applicable provisions of this Agreement shall be null and void and the Company shall not register upon its books any such attempted pledge, hypothecation or other encumbrance or Transfer of Securities. (b) Each Securityholder agrees that it will not pledge, hypothecate or otherwise encumber or Transfer any Securities or enter into any Swap Transaction with respect to any Securities prior to delivery to the Company of evidence in form and substance reasonably satisfactory to the Company to the effect that such pledge, hypothecation, encumbrance, Transfer, or Swap Transaction will be in compliance with the Securities Act and applicable state securities laws. (c) A copy of this Agreement shall be filed with the Company and kept with the records of the Company. Each of the Securityholders hereby agrees that each outstanding certificate representing any Securities issued to any Securityholder and any certificate for any Securities issued in exchange for any similarly legended certificate shall bear a legend reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR IN A MANNER PAGE 10 EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE SECURITYHOLDERS AGREEMENT OF ACCENT SEMICONDUCTOR TECHNOLOGIES, INC. (THE "COMPANY"), DATED AS OF JULY 31, 2000, COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT. The foregoing legend shall be in addition to any other legend required to be placed on any certificates for any Securities under applicable law. Subject to subsection 2.1(g), no Transfer of any Securities shall be effective unless the certificates representing the Securities issued to the Transferee bear the legend set forth in this Section. (d) The Securityholder making a pledge, hypothecation, encumbrance or Transfer or entering into a Swap Transaction permitted hereunder shall be required to pay any and all filing and recording fees, fees of counsel and accountants and other costs and expenses reasonably incurred by the Company as a result of such pledge, hypothecation, encumbrance or Transfer or such Swap Transaction. (e) No pledge, hypothecation, encumbrance, Transfer or Swap Transaction by a Securityholder permitted hereunder shall relieve the transferor Securityholder of any of its obligations or liabilities under this Agreement arising prior to or in connection with consummation of such pledge, hypothecation, encumbrance or Transfer or Swap Transaction. (f) In connection with each pledge, hypothecation, encumbrance, Transfer or Swap Transaction permitted hereunder, the Securityholder making the pledge, hypothecation, encumbrance or Transfer or entering into a Swap Transaction and the Transferee shall deliver to the Company such other documents and instruments as the Company reasonably may request to confirm that such pledge, hypothecation, encumbrance, Transfer or Swap Transaction is in compliance with the terms and conditions of this Agreement. (g) If Transfers of any Securities may be made to the public without registration under the Securities Act, the Company shall, upon the written request of a Securityholder, issue to such Securityholder a new certificate evidencing such Securities which certificate shall bear a legend that does not contain the first sentence PAGE 11 of the legend set forth in subsection 2.1(c); provided that such holder shall furnish the Company or its transfer agent such certificates, legal opinions or other information as the Company or its transfer agent may reasonably require to confirm that such sentence is not required on such certificate. If any Securities shall cease to be entitled to any rights and subject to any obligations set forth in this Agreement, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate evidencing such Securities without the second and third sentence of the foregoing legend. SECTION 2.2 ADDITIONAL RESTRICTIONS (a) No Additional Securityholder or Management Securityholder may pledge, hypothecate, encumber, Transfer or enter into a Swap Transaction with respect to any interest in Securities without the prior written approval of the Company other than (i) a Transfer to a Permitted Transferee, (ii) a pledge or Transfer to the Company, (iii) a Transfer pursuant to and in conformity with Section 3.1, 3.2 or 3.3, and (iv) a pledge or Transfer by Bio-Rad of Securities other than the Optioned Securities to any of its lenders as collateral for any secured financing extended by any such lender to Bio-Rad or any of its Affiliates; provided that such lender agrees in writing to be bound by the terms of this Agreement. (b) The Management Securityholders shall not pledge, hypothecate, encumber, Transfer, or enter into a Swap Transaction with respect to any Management Options that are not Vested Options. ARTICLE III ADDITIONAL RIGHTS AND OBLIGATIONS OF SECURITYHOLDERS AND THE COMPANY SECTION 3.1 OBLIGATION TO SELL SECURITIES; RIGHTS OF INCLUSION (a) (i) If the Founders propose to Transfer, directly or indirectly, to any Person (other than to a Permitted Transferee or in a Public Transfer) Common Securities representing at least such number of Common Securities that, together with the Common Securities that the Founders are entitled to drag-along pursuant to this subsection 3.1(a)(i), would constitute at least 25% of the aggregate number of Common Securities then outstanding (whether such Transfer is by way of purchase, exchange, merger or other form of transaction, a "Drag-Along Sale"), then, upon the request of the Founders, each of the Additional Securityholders and Management Securityholders shall (i) sell the Applicable Drag Percentage (as defined below) of its Common Securities (including all vested Management Options or Management Options that will become vested upon the consummation of the proposed Transfer ("Vested Options") on the same terms and conditions as apply to the Founders' Transfer, PAGE 12 (ii) vote their Securities in favor of any such merger or other form of transaction and (iii) execute and deliver all documents and instruments which are necessary or desirable to effectuate such sale or merger; provided that the Vested Options shall be Transferred on the same terms that the Common Securities are to be Transferred, subject to a deduction of the exercise price with respect to the number of Common Securities for which each such instrument is exercisable (it being understood that if the exercise price is greater than the sale price then such Vested Options may not be Transferred unless necessary to meet a Securityholder's Applicable Drag Percentage and, in such case, shall be credited towards the Applicable Drag Percentage but shall be deemed cancelled and no consideration shall be received therefor). The Founders shall provide written notice of such Drag-Along Sale to each Securityholder not later than ten (10) Business Days prior to the proposed Drag-Along Sale. Such notice shall identify the proposed purchaser, the number and type of Common Securities proposed to be sold, the consideration offered and any other material terms and conditions of the Drag-Along Sale. The Founders shall have 180 days from the expiration of such ten (10) Business Day period to consummate the proposed Drag-Along-Sale; provided that the Founders shall in any event endeavor to consummate the proposed Drag-Along Sale as expeditiously as practicable. "Applicable Drag Percentage" means, in connection with any Transfer by the Founders, the percentage of the total number of Common Securities then held by the Founders to be sold pursuant to such Transfer. For purposes of calculating the number of Vested Options required to be sold under this subsection 3.1(a)(i), any Vested Options shall be deemed exercised and treated as the number of Securities into which they are then exercisable. (ii) If the Founders propose to Transfer, directly or indirectly, to any Person (other than to a Permitted Transferee or in a Public Transfer) all of the Founders' Preferred Stock (whether such Transfer is by way of purchase, exchange, merger or other form of transaction, a "Preferred Drag-Along Sale", then, upon the request of the Founders, each of the Additional Securityholders and Management Securityholders shall (i) sell all of its Preferred Stock on the same terms and conditions as apply to the Founders' Transfer, (ii) vote their Securities in favor of any such merger or other form of transaction and (iii) execute and deliver all documents and instruments which are necessary or desirable to effectuate such sale or merger. The Founders shall provide written notice of such Preferred Drag-Along Sale to each Securityholder not later than ten (10) Business Days prior to the proposed Preferred Drag-Along Sale. Such notice shall identify the, proposed purchaser, the number of Preferred Stock proposed to be sold, the consideration offered and any PAGE 13 other material terms and conditions of the Preferred Drag-Along Sale. The Founders shall have 180 days from the expiration of such ten (10) Business Day period to consummate the proposed Preferred Drag-Along-Sale; provided that the Founders shall in any event endeavor to consummate the proposed Preferred Drag-Along Sale as expeditiously as practicable. (b)(i) If the Founders propose to Transfer, directly or indirectly, in any one transaction or series of related transactions, to any Person or Persons (other than (i) to a Permitted Transferee, (ii) in a Drag-Along Sale with respect to which the Founders exercise their Drag-Along Rights under subsection 3.1(a)(i) or (iii) in a Public Transfer) Common Securities representing at least 25% of the aggregate number of Common Securities then outstanding (a "Tag-Along Sale"), the Founders shall provide written notice of such proposed Transfer to each of the Securityholders (the "Transfer Notice") (it being understood that any Transfers by the Founders that occur within 90 days of one another shall be deemed to be related for these purposes (other than any Transfer within the first 60 days after the date hereof)). Such notice shall identify the purchaser, the number of Common Securities proposed to be sold, the consideration offered and any other material terms and conditions of the proposed Transfer. If the offer price consists in part or in whole of consideration other than cash, the Founders will provide such information, to the extent reasonably available to the Founders, relating to such consideration as each of the Securityholders may reasonably request in order to evaluate such non-cash consideration. Each of the Additional Securityholders and Management Securityholders shall have the right (the "Tag-Along Right"), exercisable as set forth below, to sell, pursuant to the proposed Transfer, the Applicable Tag Percentage (as defined below) of its Common Securities (provided that no Management Options other than Vested Options may be so sold) on the same terms and conditions as apply to the Founders' Transfer and shall execute and deliver all documents and instruments which are necessary or desirable to effectuate such sale; provided that the Vested Options shall be Transferred on the same terms as the Common Securities are to be Transferred, subject to a deduction of the exercise price with respect to the number of Common Securities into which each such instrument is exercisable (it being understood that if the exercise price is greater than the sale price, then such Vested Options may not be Transferred). "Applicable Tag Percentage" means, in connection with any Transfer by the Founders, the percentage of the total number of Common Securities then held by the Founders to be sold pursuant to such Transfer after giving effect to the exercise of the Tag-Along Right by each of the Additional Securityholders and Management Securityholders exercising such right. For purposes of calculating the number of Common Securities that any Management Securityholder is entitled to sell under this PAGE 14 subsection 3.1(b)(i), any Vested Options held by a Management Securityholder shall be deemed exercised and treated as the number of Common Securities into which they are then exercisable. Each such Tag-Along Right shall be exercisable by delivering written notice to the Founders within 20 days after receipt of the Transfer Notice. Promptly upon the expiration of such 20-day period, the Founders shall notify each of the Additional Securityholders and Management Securityholders exercising a Tag-Along Right of its Applicable Tag Percentage. The Founders shall have 180 days from the expiration of such 20-day period to consummate the proposed Transfer at a price no greater than the price set forth in the Transfer Notice (provided that each of the Additional Securityholders and Management Securityholders who exercised a Tag Along Right in accordance with this subsection 3.1(b)(i) shall have the right to sell at the price set forth in the Transfer Notice unless otherwise agreed by such Person) and on terms and conditions no more favorable to the Founders than those stated in the Transfer Notice. Any Common Securities that continue to be held by the Founders after such Transfer shall continue be subject to the provisions of this subsection 3.1(b)(i). (ii) If the Founders propose to Transfer, directly or indirectly, in any one transaction or series of related transactions, to any Person or Persons (other than (i) to a Permitted Transferee, (ii) in a Preferred Drag-Along Sale with respect to which the Founders exercise their Preferred Drag-Along Rights under subsection 3.1(a)(ii) or (iii) in a Public Transfer) Preferred Stock representing at least 25% of the aggregate number of Preferred Stock then outstanding (a "Preferred Tag-Along Sale"), the Founders shall provide written notice of such proposed Transfer to each of the Securityholders (the "Preferred Transfer Notice") (it being understood that any Transfers by the Founders that occur within 90 days of one another shall be deemed to be related for these purposes (other than any Transfers within the first 60 days hereof). Such notice shall identify the purchaser, the number of Preferred Stock proposed to be sold, the consideration offered and any other material terms and conditions of the proposed Transfer. If the offer price consists in part or in whole of consideration other than cash, the Founders will provide such information, to the extent reasonably available to the Founders, relating to such consideration as each of the Securityholders may reasonably request in order to evaluate such non-cash consideration. Each of the Additional Securityholders and Management Securityholders shall have the right (the "Preferred Tag-Along Right"), exercisable as set forth below, to sell, pursuant to the proposed Transfer, the Preferred Applicable Tag Percentage (as defined below) of its Preferred Stock on the same terms and conditions as apply to the Founders' Transfer and shall execute and deliver all documents and instruments which are necessary or desirable to effectuate such sale. "Preferred Applicable Tag PAGE 15 Percentage" means, in connection with any Transfer by the Founders, the percentage of the total number of Preferred Stock then held by the Founders to be sold pursuant to such Transfer after giving effect to the exercise of the Preferred Tag-Along Right by each of the Additional Securityholders and Management Securityholders exercising such right. Each such Preferred Tag-Along Right shall be exercisable by delivering written notice to the Founders within 20 days after receipt of the Preferred Transfer Notice. Promptly upon the expiration of such 20-day period, the Founders shall notify each of the Additional Securityholders and Management Securityholders exercising a Preferred Tag-Along Right of its Preferred Applicable Tag Percentage. The Founders shall have 180 days from the expiration of such 20-day period to consummate the proposed Transfer at a price no greater than the price set forth in the Transfer Notice (provided that each of the Additional Securityholders and Management Securityholders who exercised a Preferred Tag Along Right in accordance with this subsection 3.1(b)(ii) shall have the right to sell at the price set forth in the Preferred Transfer Notice unless otherwise agreed by such Person) and on terms and conditions no more favorable to the Founders than those stated in the Preferred Transfer Notice. Any Preferred Stock that continues to be held by the Founders after such Transfer shall continue to be subject to the provisions of this subsection 3.1(b)(ii). (c) The rights and obligations of the Securityholders in connection with a Tag-Along Sale, Preferred Tag-Along Sale, Drag-Along Sale or Preferred Drag-Along Sale are subject to the following additional conditions: (i) Concurrently with the consummation of the Drag-Along Sale or Preferred Drag-Along Sale, as the case may be, the Founders shall give notice thereof to the other Securityholders and the purchaser shall remit the applicable consideration directly to each Securityholder and furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by such Securityholders. (ii) Upon the consummation of any Tag-Along Sale, Preferred Tag-Along Sale, Drag-Along Sale or Preferred Drag-Along Sale, as the case may be, all of the Securityholders participating therein shall receive the same form and amount of consideration per share of Common Stock or Preferred Stock, as the case may be, (or, if the Common Securities are not shares of Common Stock, the implied consideration per share of Common Stock, determined as of such time based on the price paid and the terms and conditions of such Common Securities), or if Securityholders are given an option as to the form and amount of consideration to be received, all Securityholders participating therein must be given the same option; provided that the Founders may, if they so choose, receive less favorable terms. PAGE 16 (iii) All reasonable expenses incurred by the selling Securityholders in connection with any Tag-Along Sale, Preferred Tag-Along Sale, Drag-Along Sale or Preferred Drag-Along Sale, as the case may be, shall be borne ratably by such Securityholders. (iv) Each Securityholder participating in a Tag-Along Sale, Preferred Tag-Along Sale, Drag-Along Sale or Preferred Drag-Along Sale, as the case may be, shall make representations and warranties as to its title to the Securities being sold and its power, authority, and right to enter into the pertinent transaction without contravention of law or contract. In addition, such Securityholders shall join with the Founders in making such representations and warranties concerning the Company and its subsidiaries and the business of the Company and its subsidiaries as the Founders shall deem necessary or appropriate; provided, however, that any liability for any breach thereof shall be borne by each Securityholder on a pro rata basis based upon the amount of Common Securities or Preferred Stock, as the case may be, owned by such Securityholder and included in such Tag-Along Sale, Preferred Tag-Along Sale, Drag-Along Sale or Preferred Drag-Along Sale. SECTION 3.2 RIGHT OF FIRST OFFER (a) If any of the Additional Securityholders and Management Securityholders proposes to Transfer, directly or indirectly, all or any portion of its Securities, other than to a Permitted Transferee (any such Additional Securityholder or Management Securityholder desiring to make any such Transfer is referred to herein as an "Offeror," and the Securities which the Offeror seeks to Transfer is referred to herein as the "Offered Securities") then, in each case, the Offeror shall comply with paragraphs (b) through (e) below. Such transfer shall also be subject to the provisions of Sections 2.1 and 2.2 and nothing set forth herein is intended to modify the restrictions set forth therein. (b) The Offeror shall give written notice (the "Offering Notice") to the Company and the Founders which Offering Notice shall (i) state that the Offeror desires to Transfer such Offered Securities and (ii) the minimum sale price (the "Offer Price") for such Securities and the other material terms and conditions of such proposed Transfer. Each Offering Notice shall constitute an irrevocable offer by the Offeror to the Company and the Founders to Transfer the Offered Securities at the Offer Price in cash, subject to the provisions of this Section 3.2. (c) The Company and the Founders shall have the right (the "Right of First Offer") collectively to purchase all, but not less than all, of the Offered Securities at the Offer Price in cash exercisable by delivery, within 30 days of receipt of an Offering Notice, to the Offeror of a notice (a "Buyer's Notice") stating that the PAGE 17 Company or the Founders, as the case may be, elects to purchase all the Offered Securities. Delivery of a Buyers Notice shall constitute a contract between the Offeror and the Company or the Founders, as the case may be, for the sale and purchase of the Offered Securities at the Offer Price in cash and upon the other applicable terms and conditions set forth in the Offer Notice. Failure of the Company or the Founders to exercise such right within such 30-day period shall be regarded as a waiver of such rights. (d) If the Company and the Founders do not elect to purchase all of the Offered Securities within such 30-day period, the Offeror may, within 90 days of the expiration of such 30-day period, Transfer (or enter into an agreement to Transfer and thereafter Transfer) all, but not less than all, of the Offered Securities, to one or more Persons at a price no lower than the Offer Price and on terms in all material respects no more favorable to the purchaser than those contained in the Offering Notice. (e) The closing of any purchase of the Offered Securities by the Company and/or the Founders, as the case may be, shall be held at the principal office of the Company at 11:00 A.M. local time on a Business Day chosen by it (upon at least five days notice to the other parties to the transaction), which date shall be no later than the scheduled closing date provided for in the Offering Notice; provided that such closing may be held at such other time and place as the parties to the transaction may agree. At such closing the Offeror shall deliver, such instruments, executed by it and in form and substance reasonably satisfactory to the Company or the Founders, as the case may be, as shall be necessary to transfer, assign and convey the Offered Securities to the Company or the Founders, as the case may be, which shall be transferred free and clear of all liens or other encumbrances, against payment of the purchase price therefor. (f) The Founders shall have the first right to exercise the Right of First Offer granted to the Company and the Founders hereunder. In the event that the Founders choose not to exercise the Right of First Offer, the Company may exercise the Right of First Offer. In the event that the Founders exercise such right, the Founders may designate any of their respective Affiliates or Permitted Transferees as the purchaser of all or part of the Offered Securities in any transaction hereunder. SECTION 3.3 FOUNDERS' PURCHASE OPTION (a) Notwithstanding anything to the contrary contained herein and subject to Article II hereof, the Founders shall have the irrevocable option, exercisable at any time prior to July 31, 2005, to purchase from Bio-Rad the Optioned Securities for $5,000,000 in cash (the "Purchase Option"). Upon the exercise of the Purchase Option, each Founder shall have the right to purchase its pro rata share of the PAGE 18 Optioned Securities. For purposes of this subsection 3.3(a), each Founder's "pro rata share" shall equal a fraction, the numerator of which is the number of shares of Common Stock owned by such Founder and the denominator of which is the total number of shares of Common Stock owned by all of the Founders. (b) The Founders shall provide written notice (the "Purchase Option Notice") of the proposed exercise of the Purchase Option to Bio-Rad not later than five (S) Business Days prior to the proposed exercise of the Purchase Option, which shall state (i) that the Founders desire to exercise the Purchase Option and (ii) the proposed closing date for the purchase of the Optioned Securities. (c) The closing of the purchase of Optioned Securities pursuant to the exercise of the Purchase Option shall be held at the principal office of the Company at 1 I:00 a.m. local time on a Business Day chosen by the Founders (upon at least S days notice to Bio-Rad), which date shall be no later than the scheduled closing date specified in the Purchase Option Notice; provided that such closing may be held at such other time and place as the parties to the transaction may agree. At such closing, Bio-Rad shall deliver such instruments, executed by it and in form and substance reasonably satisfactory to the Founders as shall be necessary to transfer, assign and convey the Optioned Securities to the Founders, which shall be transferred free and clean of all liens or other encumbrances, against payment of $5,000,000 in cash therefor. (d) Notwithstanding anything to the contrary contained herein (including Section 2.2(a), Bio-Rad shall not pledge, hypothecate or otherwise encumber or Transfer the Optioned Securities, or enter into any Swap Transaction with respect to the Optioned Securities, except for a Transfer to the Founders pursuant to an exercise of the Purchase Option pursuant to this Section 3.3. The Company shall hold the Optioned Securities from and after the date hereof until the earlier of July 31, 2005 or the exercise of the Purchase Option. SECTION 3.4 REGISTRATION RIGHTS Each of the Securityholders shall have the registration rights set forth in Schedule III annexed hereto. Each of the Securityholders agrees to be bound by the provisions of Schedule III annexed hereto as though such terms were set forth in full herein. SECTION 3.5 ACTION BY FOUNDERS Each reference to "Founders" contained in Sections 3.1, 3.2 and 3.3 of this Agreement shall be a reference to all of the Founders. Any action to be taken by all PAGE 19 of the Founders pursuant to Sections 3.1, 3.2 and 3.3 shall only be taken with the consent of each of the Founders. SECTION 3.6 FINANCIAL AND OTHER INFORMATION (a) Until the later to occur of (i) the date on which the Company is required to file a report with the Commission pursuant to Section 13(a) of the Exchange Act, by reason of the Company having registered any of its securities pursuant to Section 12(g) of the Exchange Act, or (ii) the date on which either of the following events first occurs: (y) quotations for the Common Stock are reported by the automated quotations system operated by the National Association of Securities Dealers, Inc., or by an equivalent quotation system, or (z) shares of the Common Stock are listed on a national securities exchange registered under Section 6 of the Exchange Act, the Company shall: (1) so long as any Securityholder owns any of the Securities, furnish to such Securityholder as soon as practicable after the end of each fiscal year of the Company, and in any event within 90 days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income, cash flows and changes in stockholders' equity of the Company and its subsidiaries, if any, for such year, prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, and certified by independent public accountants of recognized national standing selected by the Company; (2) so long as Bio-Rad owns 5% of the outstanding Common Stock, deliver to Bio-Rad as soon as practicable after the end of each fiscal quarter, and in any event within 45 days thereafter, unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as at the end of such quarter, and unaudited consolidated statements of income and consolidated statements of cash flows of the Company and its subsidiaries, if any, for such quarter and for the current fiscal year to date, prepared in accordance with GAAP compared to projected financial information for the relevant fiscal period, all in reasonable detail and signed, subject to changes resulting from year-end audit adjustments, by the principal financial officer of the Company; and (3) from and after the time that Bio-Rad is no longer entitled to designate a member of the Board of Directors pursuant to Section 6.1, but only so long as Bio-Rad owns 5% of the issued and outstanding shares of Common Stock, deliver to Bio-Rad, upon Bio-Rad's written request, unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as at the end of any month, and unaudited consolidated statements of income and PAGE 20 consolidated statements of cash flows of the Company and its subsidiaries, if any, for such month and for the current fiscal year to date, prepared in accordance with GAAP compared to projected financial information for the relevant fiscal period, all in reasonable detail and signed, subject to changes resulting from year-end audit adjustments, by the principal financial officer of the Company. (4) so long as Bio-Rad owns 10% or more of the outstanding Common Stock, upon Bio-Rad's reasonable request (such request to be made no more than once in each fiscal quarter), the Company shall cause the Chief Executive Officer of the Company to personally attend a regularly scheduled meeting of the Board of Directors of Bio-Rad to brief the Board of Directors of Bio-Rad on the Company's affairs; rote that Bio-Rad shall cause, and the Board of Directors of Bio-Rad shall agree in writing, to keep any and all confidential information conveyed during such briefing, written or oral; confidential. (b) Any Securityholder may from time to time request the right to visit and inspect any of the properties of the Company or any of its subsidiaries, and to discuss it and their affairs, finances and accounts with its and their officers, all at such reasonable times and as often as may be reasonably requested. ARTICLE IV ISSUANCE OF ADDITIONAL SECURITIES SECTION 4.1 RIGHTS UPON ISSUANCE OF ADDITIONAL SECURITIES The Company hereby grants to each of the Founders, the Additional Securityholders and the Management Securityholders (collectively, the "Pre-emptive Rights Parties' the rights set forth in this Article IV with respect to any and all proposed issuances or sales of Additional Securities by the Company. Notwithstanding anything to the contrary contained herein, each of the Pre-emptive Rights Parties hereby acknowledges and agrees that this Article IV shall not apply to the issuance of up (i) to 11,848 shares of Common Stock for a purchase price of at least $10.00 per share and (ii) 1131.52 shares of Preferred Stock for a purchase price of at least $1,000.00 per share, in each case to directors, management and other Persons (including, without limitation, any such shares issued by the Company in connection with the conversion of (x) that certain Promissory Note issued by Company to JFI II on the date hereof, (y) that certain Promissory Note issued by Company to Joost on the date hereof or (z) that certain Promissory Note issued by Company to Rhine on the date hereof, in each case in accordance with the terms thereof); provided that such issuances, if any, shall be consummated within 60 days of the date hereof. PAGE 21 SECTION 4.2 ISSUANCE NOTICE The Company shall give the Pre-emptive Rights Parties written notice of the Company's intention to issue Additional Securities (the "Issuance Notice"), describing the material terms of such Additional Securities, the price at which such Additional Securities will be issued or sold and the material terms upon which the Company proposes to issue or sell such Additional Securities, including the anticipated date of such issuance or sale. SECTION 4.3 RESPONSE NOTICE Each Pre-emptive Rights Party shall have 20 days from the date the Issuance Notice is received to agree to purchase all or any portion of its Pro Rata Share (as defined below in Section 4.5) of such Additional Securities by giving written notice to the Company of its desire to purchase Additional Securities (the "Response Notice") and stating therein the quantity of Additional Securities to be purchased. Such Response Notice shall constitute the irrevocable agreement of such Pre-emptive Rights Party to purchase the quantity of Additional Securities indicated in the Response Notice at the price and upon the terms stated in the Issuance Notice. Any purchase of Additional Securities by any Pre-emptive Rights Party shall be consummated on the closing date specified in the Issuance Notice (or, if other Persons are also purchasing such Additional Securities, the date on which such Additional Securities described in the applicable Issuance Notice are first issued and sold to such other Persons). In the event that Additional Securities are being issued or will be issuable as part of an investment unit with other securities of the Company, the right of Pre-emptive Rights Party to purchase such Additional Securities shall be a right to purchase the entire investment unit and not a right to purchase Additional Securities alone. SECTION 4.4 REVISED ISSUANCE NOTICE The Company shall have 90 days from the date of the Issuance Notice to consummate the proposed issuance and sale of the Additional Securities that are not being purchased by the Pre-emptive Rights Parties at a price and upon terms that are not materially less favorable to the Company than those specified in the Issuance Notice. If the Company proposes to issue Additional Securities after such 90-day period or at a price or upon terms that are materially less favorable to the Company than those specified in the Issuance Notice, it must again comply with this Article IV. SECTION 4.5 PRO RATA SHARE For purposes of this Article IV, the "Pro Rata Share" of a Pre-emptive Rights Party shall be a fraction, (i) the numerator of which shall be the total number of shares PAGE 22 of Common Stock, Vested Options or other Securities (but not unvested Management Options), as the case may be, then held by the Pre-emptive Rights Party and (ii) the denominator of which shall be the total number of shares of Common Stock, Vested Options or other Securities (but not unvested Management Options) then issued and outstanding. SECTION 4.6 APPROVAL BY BIO-RAD Notwithstanding anything to the contrary herein or in the Transaction Agreement, for so long as Bio-Rad owns 10% or more of the outstanding Common Stock, the Company shall not (i) issue any shares of Preferred Stock (other than shares of Preferred Stock issued on the Closing Date or shares of Preferred Stock issued as described in the last sentence of Section 4.1) or (ii) amend its Certificate of Incorporation in a way that changes the authorized capitalization of the Company as set forth hereinabove, in each case, without the prior written consent of Bio-Rad; provided, however, that in no event shall such prior written consent be required with respect to any such amendment that (x) increases the number of shares of Common Stock that the Company is authorized to issue or increases the number of shares of Common Stock that the Company has reserved for issuance upon the conversion of the Preferred Stock in accordance with its terms or (y) is not materially adverse to Bio-Rad. SECTION 4.7 BIO-RAD DILUTION Notwithstanding anything to the contrary contained herein; until the earlier of (i) an Initial Public Offering, (ii) a Change of Control, (iii) the date on which Bio-Rad has Transferred in the aggregate 25% of the shares of Common Stock issued to Bio-Rad on the Closing Date (calculated without giving effect to any Transfer of the Optioned Securities to the Founders upon the exercise of the Purchase Option pursuant to Section 3.3) or (iv) July 31, 2005, the Company shall take such steps as may be necessary, including, without limitation, the issuance for its par value of additional shares of Common Stock to Bio-Rad, to ensure that the Common Stock issued to Bio-Rad on the Closing Date and under this Article 4 constitutes 15% of the issued and outstanding Common Stock of the Company (it being understood and agreed that Management Options shall not be deemed to be issued and outstanding Common Stock unless and until such Management Options have vested in accordance with their respective terms); provided that (x) the dilution protection provided by this Section 4.7 shall only apply to the Common Stock issued to Bio-Rad on the Closing Date and to Common Stock issued pursuant to this Article 4 and shall not apply to (i) any other Common Stock or other capital stock of the Company acquired by or otherwise held by Bio-Rad or (ii) any of the Common Stock of the Company issued to Bio-Rad on the Closing Date or pursuant to this Article 4 that Bio-Rad Transfers to any other Person, (y) as of any date of determination, the percentage represented by PAGE 23 the Common Stock issued to Bio-Rad at the Closing and under this Article 4 shall be determined (i) as if Bio-Rad had not Transferred any shares of Common Stock (including, without limitation, any Transfer by Bio-Rad pursuant to the exercise of the Purchase Option pursuant to Section 3.3) to any other Person and (ii) as if Bio-Rad had fully exercised its preemption rights pursuant to Article 4 each time Bio-Rad had the right to exercise such rights, regardless of whether or not Bio-Rad actually exercises such rights, and as if all shares of Common Stock acquired by Bio-Rad on any such exercise or deemed exercise had been acquired under Article 4. Company hereby represents and warrants to Bio-Rad that upon the issuance of the Common Stock described in the last sentence of Section 4.1 (and assuming no other Common Stock is issued by Company between the date hereof and the date of the issuance of the Common Stock described in the last sentence of Section 4.1), on the date of the issuance of the Common Stock described in the last sentence of Section 4.1 the Common Stock issued to Bio-Rad on the date hereof will constitute at least 17.999% of the issued and outstanding Common Stock of Company. ARTICLE V TERMINATION SECTION 5.1 TERMINATION (a) This Agreement shall terminate and, except as otherwise expressly provided herein, shall be of no further force and effect and shall not be binding upon any party hereto upon the occurrence of a Qualified Public Offering. This Agreement shall terminate in full (A) upon the dissolution, liquidation or winding up of the Company, or (B) upon the approval of such termination by each Securityholder. In any event, all provisions of this Agreement shall terminate on December 31, 2025. (b) As to any particular Securityholder, this Agreement shall no longer be binding or of further force or effect as to such Securityholder, except as noted below or otherwise expressly provided herein, as of the date such Securityholder has Transferred all of such Securityholder's Securities and the transferees) of such Securities, if required by this Agreement, shall have become a party hereto; provided however, that no such termination shall be effective if such Securityholder is in breach of this Agreement. ARTICLE VI OTHER MATTERS SECTION 6.1 BOARD COMPOSITION (a) For so long as Bio-Rad (together with its Permitted Transferees) holds as of any date of determination an aggregate number of shares of Common Stock equal to at least 10% of the aggregate number of issued and outstanding shares PAGE 24 of Common Stock as of such date of determination, each Securityholder agrees that it will vote all Securities owned by it so as to elect to the Board one member designated by Bio-Rad. If any such designee shall resign or otherwise fail, decline or cease to serve, Bio-Rad may designate a replacement. The initial designee under this subsection shall be Dave Schwartz. No person designated hereunder may be a Competitor. The right to designate a member of the Board set forth in this subsection 6.1(a) shall not be transferable; provided that, in the event that Bio-Rad Transfers in accordance with the terms of this Agreement at least 10% of the aggregate issued and outstanding shares of Common Stock of the Company to a Person in a single transaction, Bio-Rad may, with the consent of the Company (such consent not to be unreasonably withheld) transfer its right to designate a member of the Board set forth in this subsection 6.1(a) to such Person (to be held by such Person as long as such Person continues to hold at least 10% of the aggregate number of issued and outstanding shares of Common Stock). (b) Each Securityholder agrees that it will vote all Securities owned by it so as to elect to the Board three members designated by JFI II (the "JFI II Designees"); provided that if any Substitute Designator becomes entitled to designate a member of the Board pursuant to subsection 6.1(d) below, JFI II shall only be entitled to designate two members of the Board; and provided further that if such Substitute Designator ceases to be entitled to designate a member of the Board pursuant to subsection 6.1(d) below, JFI II shall again be entitled to designate three members of the Board. If any of the JFI II Designees shall resign or otherwise fail, decline or cease to serve, then JFI II may designate a replacement. The right to designate one or more members of the Board set forth in this subsection 6.1(b) may be transferred, in whole or in part, to a Transferee of Securities. (c) Each Securityholder agrees that it will vote all Securities owned by it so as to elect to the Board three members designated by Rhine (the "Rhine Designees"); provided that if any Additional Substitute Designator becomes entitled to designate a member of the Board pursuant to subsection 6.1(e) below, Rhine shall only be entitled to designate two members of the Board; and provided further that if such Additional Substitute Designator ceases to be entitled to designate a member of the Board pursuant to subsection 6.1(e) below, Rhine shall again be entitled to designate three members of the Board. If any of the Rhine Designees shall resign or otherwise fail, decline or cease to serve, then Rhine may designate a replacement. The right to designate one or more members of the Board set forth in this subsection 6.1(c) may be transferred, in whole or in part, to a Transferee of Securities. (d) For so long as any Person who is not a Securityholder on the date hereof who becomes a Securityholder pursuant to a merger, stock purchase or other form of transaction and as a result of such transaction such Person holds as of any date of determination an aggregate number of shares of Common Stock equal to at PAGE 25 least 10% of the aggregate number of issued and outstanding shares of Common Stock as of such date of determination (a "Substitute Designator"), each Securityholder agrees that it will vote all Securities owned by it so as to elect to the Board one member designated by the Substitute Designator. If any such designee shall resign or otherwise fail, decline or cease to serve, the Substitute Designator may designate a replacement. No person designated hereunder may be a Competitor. The right to designate a member of the Board set forth in this subsection 6.1(d) shall not be transferable. Notwithstanding anything to the contrary contained herein, a Person can only become a Substitute Designator in connection with the first material merger, stock purchase or other form of transaction consummated by the Company after the date hereof. (e) For so long as any Person that is neither a Securityholder as of the date hereof nor the Substitute Designee who becomes a Securityholder pursuant to a merger, stock purchase or other form of transaction and as a result of such transaction such Person holds as of any date of determination an aggregate number of shares of Common Stock equal to at least 10% of the aggregate number of issued and outstanding shares of Common Stock as of such date of determination (the "Additional Substitute Designator"), each Securityholder agrees that it will vote all Securities owned by it so as to elect to the Board one member designated by the Additional Substitute Designator. If any such designee shall resign or otherwise fail, decline or cease to serve, the Additional Substitute Designator may designate a replacement. No person designated hereunder may be a Competitor. The right to designate a member of the Board set forth in this subsection 6:I(e) shall not be transferable. Notwithstanding anything to the contrary contained herein, a Person can only become an Additional Substitute Designator in connection with the second material merger, stock purchase or other form of transaction consummated by the Company after the date hereof. (f) Each Securityholder agrees that it will vote all Securities owned by it so as to elect any member of management entitled pursuant to his or her management agreement to a seat on the Board. (g) Whenever a Securityholder is entitled to designate a member of the Board, (x) such Securityholder may instead designate an observer to attend meetings of the Board and (y) such Securityholder's designee shall also sit on (I) any executive or similar committee of the Board to which is delegated a substantial portion of the Board's responsibilities and (II) any board or committee of the board of any Subsidiary which exercises comparable responsibilities. (h) Reasonably promptly after the date hereof, the Board shall have 7 members, unless increased by the Board. Except as otherwise provided in subsections 6.1(b) and 6.1(c), if any Securityholder or group of Securityholders entitled to PAGE 26 designate one or more members of the Board hereunder ceases to qualify so to designate one or more of such members, then, unless the right to designate such member or members has been transferred in accordance herewith, the Securityholders, voting as a class in proportion to the Common Securities they hold, shall be entitled to designate one or more directors to fill the Board seat or seats formerly filled by such designees of such Securityholder. (i) The Board shall take appropriate steps to ensure that any confidential information in the possession of the Company or the Board shall be used only for Company purposes and not for any other purpose. Such steps may include without limitation the establishment of Board procedures designed to prevent access by any Competitor or its representatives to any such confidential information. (j) Each Securityholder grants to the Company an irrevocable proxy to vote such Securityholder's Securities in accordance with the terms of this Section 6.1. SECTION 6.2 REMEDIES The Company and the Securityholders acknowledge and agree that in the event of any breach of this Agreement by any one of them, the Company or the relevant Securityholder or Securityholders, as the case may be, would be irreparably harmed and could not be made whole by monetary damages. The Company and the Securityholders accordingly agree (i) to waive the defense in any action for specific performance that a remedy at law would be adequate and (ii) that the Company and the Securityholders, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement. SECTION 6.3 RIGHTS AND OBLIGATIONS OF TRANSFEREES; NEW ISSUANCES Notwithstanding anything to the contrary contained herein, and without limiting the provisions of Article II, any Transfer of Securities in which the Transferee fails to comply with this Section 6.3 shall be null and void. (a) Upon Transfer of any Securities by any Additional Securityholder or Management Securityholder to a Permitted Transferee, such Permitted Transferee shall (i) execute and deliver to the Company an agreement to be bound by this Agreement reasonably satisfactory in form and substance to the Company and (ii) have all of the rights and be bound by all of the obligations hereunder of an Additional Securityholder or Management Securityholder, as the case may be. (b) Upon Transfer of any Securities by any Founder to a Permitted Transferee, such Permitted Transferee shall (i) execute and deliver to the Company an PAGE 27 agreement to be bound by this Agreement reasonably satisfactory in form and substance to the Company and (ii) have all of the rights and be bound by all of the obligations hereunder of such Founder. (c) Any Transferee (other than a Permitted Transferee) of an Additional Securityholder or Management Securityholder, as the case may be, shall (i) execute and deliver to the Company an agreement to be bound by this Agreement reasonably satisfactory in form and substance to the Company and (ii) have all of the rights and be bound by all of the obligations hereunder of an Additional Securityholder or Management Securityholder, as the case may be, except that (i) no such transferee shall have any right to designate members of the Board pursuant to Section 6.1 and (ii) no such transferee of Securities pursuant to a Transfer under subsection 3.1(a) or 3.1(b) shall have any rights under subsection 3.1(b). (d) Any Transferee (other than a Permitted Transferee) of any Founder shall (i) execute and deliver to the Company an agreement to be bound by this Agreement reasonably satisfactory to the Company and (ii) be bound by all of the obligations of such Founder hereunder and have only those rights of such Founder hereunder as such Founder shall determine in its sole discretion, except that (A) no such Transferee shall have any obligation under subsection 3.1(b), (B) any such Transferee will be subject to the obligations of an Additional Securityholder under subsection 3.I(a) and (C) such Transferee shall have no rights to compel a sale under subsection 3.1(a). (e) Notwithstanding anything to the contrary contained herein, a Transferee in a Public Transfer shall not have any rights or obligations under this Agreement with respect to the Securities Transferred. (f) In the event Securities are issued by the Company to a Securityholder at any time during the term of this Agreement, such Securities shall, as a condition to such issuance, become subject to the terms and provisions of this Agreement as Securities hereunder. In the event Securities are issued by the Company to Subsequent Additional Securityholders, such Subsequent Additional Securityholders shall be required to execute an agreement to be bound by this Agreement as Additional Securityholders. In the event Securities are issued by the Company to Additional Management Securityholders, such Additional Management Securityholders shall be required to execute an agreement to be bound by this Agreement as a Management Securityholder. In the event Securities are issued by the Company to other parties, such parties shall be required to execute an agreement to be bound by this Agreement and shall receive the rights hereunder deemed appropriate by the Company. PAGE 28 SECTION 6.4 SPOUSAL CONSENT Each Securityholder who is married as of the date hereof represents and warrants that he or she shall deliver to the Company reasonably promptly after the date hereof a separate consent and agreement executed by his or her spouse in a form reasonably acceptable to the Company (a "Spousal Consent"). Additionally, to the extent not previously delivered and if requested by the Company, each Securityholder who is an individual shall cause his or her spouse, as applicable, to execute and deliver a Spousal Consent. The signature of a spouse on a Spousal Consent shall not be construed as making such spouse a securityholder of the Company or a party to this Agreement except as may otherwise be set forth in such consent. Each Securityholder who is an individual will certify his or her marital status to the Company at the Company's request. SECTION 6.5 SUCCESSORS AND ASSIGNS Subject to Section 6.3, this Agreement, and alt obligations and rights hereunder, shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. SECTION 6.6 NO WAIVERS; AMENDMENTS (a) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. (b) This Agreement may be amended or modified only by a writing signed by each of (i) the Company, (ii) each of the Founders, (iii) Additional Securityholders holding at least 35% of the aggregate number of Securities held by all Additional Securityholders, and (iv) Management Securityholders holding at least 25% of the Securities then held by all Management Securityholders on a fully diluted basis; provided that no amendment that materially and adversely affects a particular Securityholder without similarly affecting similarly situated Securityholders may be made without the consent of such Securityholder. (c) Any provision of this Agreement may be waived if, but only if, such waiver is in writing and is signed by the party against whom the enforcement of such waiver is sought. PAGE 29 SECTION 6.7 NOTICES All notices, requests and other communications to any party hereunder shall be in writing (including telecopy or similar writing) and shall be given, (1) if to the Company: Accent Semiconductor Technologies, Inc. 520 Clyde Avenue Mountain View, CA 94043 Attn: President Telecopy: (510) 623-8340 (2) if to Additional Securityholders: The addresses set forth on Schedule I. (3) if to any Management Securityholder: The addresses set forth on Schedule II. (4) if to JFI II: JFI II, L.P. c/o Joost Enterprises Corporation 555 California Street, Suite 5180 San Francisco, CA 94104 Attn: Peter M. Joost Telecopy: (415) 781-2200 (5) if to Joost: Peter M. Joost c/o Joost Enterprises Corporation 555 California Street, Suite 5180 San Francisco, CA 94104 Attn: Peter M. Joost Telecopy: (415) 781-2200 PAGE 30 (6) if to Rhine: Bruce C. Rhine Martha H. Rhine 44745 Aguila Terrace Fremont, CA 94539 Attention: Bruce C. Rhine Telecopy: (510) 623-8340 (7) if to Rhine Trust: David Johnson, Trustee The Rhine Childrens' Family Trust c/o Rutgers Organics Corporation 201 Struble Road State College, PA 16801 Attention: David Johnson, Trustee Telecopy: (814) 238-1567 (8) if to Bio-Rad: Bio-Rad Laboratories, Inc. 1000 Alfred Nobel Drive Hercules, California 94547 Attention: Sanford S. Wadler, Esq. Telecopy: (510) 741-5815 or to such other address or telecopy number and with such other copies, as such party may hereafter specify for the purpose by notice to the other parties. Each such notice, request or other communication shall be effective (i) if given by telecopy, when such telecopy is transmitted to the telecopy number specified in this Section and evidence of receipt is received or (ii) if given by any other means, upon delivery or refusal of delivery at the address specified in this Section 6.7. SECTION 6.8 INSPECTION So long as this Agreement shall be in effect, this Agreement and any amendments hereto shall be made available for inspection by any Securityholder at the principal offices of the Company. SECTION 5.9 GOVERNING LAW This Agreement, the legal relations between the parties and any action, whether contractual or non-contractual, instituted by any party with respect to matters PAGE 31 arising under or in connection with or in respect of this Agreement, including but not limited to the negotiation, execution, interpretation, coverage, scope, performance, breach, termination, validity, or enforceability of this Agreement, shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and performed in such State and without regard to conflicts of law doctrines, except to the extent that certain matters are preempted by federal law or are governed as a matter of controlling law by the law of the jurisdiction of organization of the respective parties. Each party hereby irrevocably submits to and accepts for itself and its properties, generally and unconditionally, the non-exclusive jurisdiction of the United States District Court for the Northern District of California or any state court sitting in the City of San Francisco (and of the appropriate appellate courts) with respect to any action seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement or any of the transactions contemplated hereby, and each of the parties hereby waives any defense of forum non conveniens and any objection to venue laid therein and agrees to be bound by any judgment rendered thereby arising under, out of, in respect of or in connection with this Agreement. Each party further irrevocably accepts for itself and its properties, generally and unconditionally, service of process pursuant to the laws of the State of California and the rules of its courts, and designates and appoints the individuals identified in or pursuant to Section 6.7 hereof to receive notices on its behalf, such service being hereby acknowledged to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to the designated agent of each party at its address provided in Section 6.7; provided that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of the service of such process. If any agent so appointed refuses to accept service, the designating party hereby agrees that service of process sufficient for personal jurisdiction in any action against it in the applicable jurisdiction may be made by registered or certified mail, return receipt requested, to its address provided in Section 6.7. Each party hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any party to bring any action or proceeding against the other party in any other jurisdiction, except to the extent expressly otherwise provided in this Section. SECTION 6.10 CAPTIONS The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. SECTION 6.11 ENTIRE AGREEMENT This Agreement and the other agreements relating to the Transaction constitute the entire agreement among the parties with respect to the subject matter hereof and PAGE 32 supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by any party hereto. Neither this Agreement nor any provision hereof is intended to confer upon any Person other than the parties any rights or remedies hereunder. SECTION 6.12 SEVERABILITY Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdictions; it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. SECTION 6.13 COUNTERPARTS This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. SECTION 6.14 WAIVER OF JURY TRIAL EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. SECTION 6.15 FURTHER ASSURANCES After the date hereof, each party hereto shall take such other actions as the other parties may reasonably request to consummate or implement the transactions contemplated hereby or to evidence such events or matters. [Remainder of page intentionally left blank] PAGE 33 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth above. ACCENT SEMICONDUCTOR TECHNOLOGIES, INC. By: /s/ ------------------------------------------------- Name: Bruce C. Rhine Title: President & CEO JFI II, L.P. By: Joost Enterprises Corporation, its General Partner By: /s/ ------------------------------------------------- Name: Peter M. Joost Title: President /s/ ----------------------------------------------------- Peter M. Joost /s/ ----------------------------------------------------- Bruce C. Rhine /s/ ----------------------------------------------------- Martha H. Rhine DAVID JOHNSON, AS TRUSTEE OF THE RHINE 2000 CHILDREN'S TRUST DATED JUNE 12, 2000 /s/ ----------------------------------------------------- By: David Johnson, as Trustee and not individually PAGE 34 BIO-RAD LABORATORIES, INC. By: /s/ ------------------------------------------------- Name: Sanford S. Wadler Title: Vice President and General Counsel FSC CORP. By: /s/ ------------------------------------------------- Name: Mary Joseph Reilly Title: Director PAGE 35 SCHEDULE I INITIAL ADDITIONAL SECURITYHOLDERS Common Stock: Preferred Stock FSC Corp. 2,844 shares 271.56 shares 75 Federal Street Boston, MA 02110 Attention: ____________________ Telecopier: ___________________ SCHEDULE I PAGE 1 SCHEDULE II INITIAL MANAGEMENT SECURITY HOLDERS None. SCHEDULE II PAGE 1 SCHEDULE III REGISTRATION RIGHTS The following registration rights provisions shall be applicable in any of the circumstances in which they are referenced in Article III of the Securityholders Agreement. SECTION 1. DEFINITIONS Capitalized terms used herein without definition have the meanings assigned to such terms in the Securityholders Agreement dated as of July 28, 2000 (the "Securityholders Agreement") among Accent Semiconductor Technologies, Inc., a Delaware corporation, JFI II, L.P. ("JFI II"), Peter M. Joost ("Joost"), Bruce C. Rhine and Martha H. Rhine, as joint tenants with a right of survivorship (collectively, "Rhine"), David Johnson, Trustee, The Rhine Childrens' Family Trust dated June 12, 2000 ("Rhine Trust"), Bio-Rad Laboratories Inc. ("Bio-Rad") and the entities and individuals listed on Schedules I and II annexed thereto, of which this Schedule III is a part. As used in this Schedule III, the following terms shall have the following meanings: "Demand Registration" has the meaning set forth in Section 2A(i). "Demand Request" has the meaning set forth in Section 2A(i). "Excess Amount" means the portion of the Registrable Securities requested by all holders to be sold pursuant to Section 2A or Section 2B which the managing Underwriter or Underwriters determines exceeds the largest number of Registrable Securities which can successfully be sold in an orderly manner in such offering within a price range reasonably acceptable to the Initiating Holder requesting such registration in the case of a Demand Registration or by the Company or the Initiating Holder commencing such registration in the case of a Piggyback Registration. "Exchange Act" means the Securities and Exchange Act of 1934, as amended. "Initial Public Offering" has the meaning set forth in Section 2A(i). "Initiating Holder" means (i) JFI until such time as it shall have requested and there shall have been prosecuted to effectiveness at its request three (3) Demand Registrations, (ii) Joost until such time as it shall have requested and there shall have been prosecuted to effectiveness at its request one (1) Demand Registration, (iii) Rhine until such time as it shall have requested and there shall have been prosecuted to effectiveness at its request three (3) Demand Registrations, (iv) Rhine Trust until SCHEDULE III PAGE 1 such time as it shall have requested and there shall have been prosecuted to effectiveness at its request one (1) Demand Registration, or (v) Bio-Rad until such time as it shall have requested and there shall have been prosecuted to effectiveness at its request two (2) Demand Registrations. "Piggy-Back Registration" has the meaning set forth in Section 2B. "Prospectus" means any Prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by any Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference in such Prospectus. "Registrable Securities" means any shares of Common Stock of the Company (i) held by Securityholders and (ii) which Securityholders have a current right to receive; provided, however, that shares of Common Stock of the Company shall cease to be Registrable Securities upon any sale thereof pursuant to an effective Registration Statement or under Rule 144, and provided, further, that shares of Common Stock of the Company described in clauses (i) or (ii) above shall cease to be Registrable Securities at such time as those shares become eligible for sale under Rule 144(k) or for so long as such shares may be offered or sold pursuant to Rule 144 in any 90-day period. "Registration Statement" means any Registration Statement and any additional Registration Statement, including (in each case) the Prospectus, amendments and supplements to such Registration Statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference in such Registration Statement to be filed pursuant to the terms of this Schedule III. "Rule 144" means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule. "Rule 158" means Rule 158 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule. "Rule 415" means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule. SCHEDULE III PAGE 2 "SEC" means the Securities and Exchange Commission or its successors. "Securities Act" means the Securities Act of 1933, as amended, and any successor federal statute, and the rules and regulations thereunder, all as the same shall be in effect from time to time. "Underwriter" means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer's market-making activities. "Underwritten Offering" means a registration in connection with which securities of the Company are sold to an underwriter for reoffering to the public pursuant to an effective Registration Statement. SECTION 2. DEMAND AND PIGGY-BACK REGISTRATIONS A. DEMAND REGISTRATIONS (i) At any time and from time to time on or after the earlier of (i) the date which is six months following the closing of the first registered public offering of the Company resulting in gross proceeds of at least $35,000,000 to the Company (the "Initial Public Offering") and (ii) July 28, 2005, an Initiating Holder may make a written request to the Company (a "Demand Request") for registration under the Securities Act of all or part of the Registrable Securities held by such Initiating Holder and its Affiliates and Permitted Transferees (a "Demand Registration"); provided that the Registrable Securities requested to be registered shall, on the date such request is delivered, have an aggregate market value of $10,000,000 (before calculation of underwriting discounts and commissions; provided that, in the event the Company has not consummated an Initial Public Offering, the market value of Registrable Securities requested to be registered shall be determined by an investment banker with a national reputation reasonably acceptable to Company and the applicable Initiating Holder). Such request will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. (ii) The Company shall give written notice of such Demand Request to all Securityholders in accordance with Section 2B and the Company shall use its reasonable best efforts to cause a Registration Statement on Form S-3 under the Securities Act (or any comparable or successor form permitting resale of securities on a continuous or delayed basis pursuant to Rule 415), or, if the Company is ineligible to use Form S-3, on another appropriate form, for the resale of such Registrable Securities as may be requested to be included therein by the Initiating Holder and its Affiliates and any Persons exercising piggy-back rights under Section 2B, to be filed SCHEDULE III PAGE 3 with the SEC not later than 60 days (or 120 days, in the case of a Demand Request with respect to the first registered public offering of the Company) after receipt of a Demand Request. The Company shall use its reasonable best efforts to cause any such Registration Statement to be declared effective by the SEC as promptly as practicable after such filing. (iii) If the Initiating Holder so elects, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering. The Company shall select one or more nationally recognized firms of investment bankers, reasonably acceptable to the Initiating Holder, to act as the managing Underwriter or Underwriters in connection with such Underwritten Offering. B. PIGGY-BACK REGISTRATIONS If at any time the Company shall determine to register for its own account or the account of others under the Securities Act (other than in connection with the Initial Public Offering but including a Demand Registration) any Registrable Securities (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)), then the Company shall (a) promptly give written notice of such proposed filing to the Securityholders (but in no event less than 30 days before the anticipated filing date), and (b) such notice shall offer such Securityholders the opportunity to register such number of shares of Registrable Securities as each such Securityholder may request in writing within 15 days of receipt of such notice (which request shall specify the Registrable Securities intended to be disposed of by such Securityholder and the intended method of distribution thereof) (a "Piggy-Back Registration"). The Company shall use reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company or the Initiating Holder included therein to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Subject to Section 2C(ii), any Securityholder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of its request to withdraw within 10 days of its request for inclusion. To the extent the related registration statement was filed by the Company for its own account, the Company may withdraw such registration at any time prior to the time it becomes effective. C. REDUCTION IN OFFERING (i) Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2A or 2B determine SCHEDULE III PAGE 4 that the size of the offering that the Company, Securityholders and/or other Persons intend to make is such that the success of the offering would be materially adversely affected by inclusion of the Registrable Securities requested to be included, then (i) with respect to a Demand Registration, the Company shall not include in such registration an amount of Registrable Securities requested to be included in such offering by all holders (other than the Initiating Holder and its Affiliates and Permitted Transferees) equal to the Excess Amount (such reduction to be allocated first pro rata among holders other than Securityholders, if any, and next pro rata among Securityholders seeking to exercise their piggy-back rights, in each case according to the number of Registrable Securities requested for inclusion) and (ii) with respect to a Piggy-Back Registration (that does not also constitute a Demand Registration), the Company shall not include in such registration an amount of Registrable Securities requested to be included in such offering by all holders equal to the Excess Amount (such reduction to be allocated pro rata among all holders seeking to exercise their piggy-back rights according to the number of Registrable Securities requested for inclusion). (ii) If, as a result of the proration provisions of Section 2C(i), any Securityholder shall not be entitled to include all Registrable Securities in a Piggy-Back Registration that such Securityholder has requested to be included, such Securityholder may elect to withdraw his request to include Registrable Securities in such registration; provided however, that such election shall be irrevocable and, after making such election, a Securityholder shall no longer have any right to include Registrable Securities in the registration as to which such election to withdraw was made. SECTION 3. SUSPENSION OF OBLIGATIONS UNDER CERTAIN CIRCUMSTANCES Notwithstanding anything to the contrary contained herein, the Company may, by written notice to each Securityholder, suspend for up to 180 consecutive days (the period of any such suspension, the "Suspension Period") the filing of a Registration Statement or the right of all Securityholders to sell Registrable Securities pursuant to an effective Registration Statement if the board of directors of the Company determines in good faith that such suspension is in the best interests of the Company; provided that the number of days in all such periods of suspension pursuant to this Section 3 in any consecutive twelve months shall not exceed 180 days in the aggregate. SECTION 4. REGISTRATION PROCEDURES Whenever any holder has requested that any Registrable Securities be registered pursuant to this Schedule III, the Company shall use its reasonable best SCHEDULE III PAGE 5 efforts to effect the registration of such Registrable Securities and in furtherance thereof the Company shall: A. (i) prepare and file with the SEC such amendments, including post-effective amendments and supplements to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities until the holder or holders have completed the distribution described in such Registration Statement; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (including, among other things, as a result of any change or changes after the effective date of the Registration Statement in the plan of distribution contemplated by the holders), and as so supplemented or amended to be filed pursuant to Rule 424 promulgated under the Securities Act (or any similar provisions then in force); (iii) respond as promptly as possible to any comments received from the SEC with respect to each Registration Statement or any amendment thereto and as promptly as possible provide the holders true and complete copies of all correspondence from and to the SEC relating to the Registration Statement; provided, however, that any information for which the Company requests confidential treatment from the SEC shall be kept confidential by the holders, unless (A) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities; (B) disclosure of such information, in the opinion of counsel to such holders, is required by law; (C) such information becomes generally available to the public other than as a result of a disclosure or negligent failure to safeguard by such holders; or (D) such information becomes available to such holders from a source other than the Company and such source is not known by such holders to be bound by a confidentiality agreement with the Company; and (iv) comply in all material respects with the provisions of the Exchange Act with respect to the disposition of all Registrable Securities covered by each Registration Statement in accordance with the intended methods of disposition by the holders as set forth in the Registration Statement as so amended or in such Prospectus as so supplemented; B. furnish to the holders of Registrable Securities to be sold, their counsel and any managing underwriters, copies of all such documents proposed to be filed, which documents (other than those incorporated by reference) will be subject to the review of such holders, their counsel and such managing underwriters, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to such holders and such underwriters, to conduct a reasonable due diligence investigation within the meaning of the Securities Act; C. notify the holders of Registrable Securities to be sold, and any managing underwriters as promptly as possible (and in the case of (i), below, not less SCHEDULE III PAGE 6 than five (5) Business Days prior to such filing) and confirm such notice in writing no later than one (1) Business Day following the day: (i) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (ii) when the SEC notifies the Company whether there will be a "review" of a Registration Statement and whenever the SEC comments in writing on such Registration Statement; (iii) with respect to each Registration Statement or any post-effective amendment, when the same has become effective; (iv) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to each Registration Statement or Prospectus or for additional information; (v) of the issuance by the SEC of any stop order suspending the effectiveness of each Registration Statement covering any or all of the Registrable Securities or the initiation of any proceedings for that purpose; (vi) if at any time any of the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated hereby in connection with the registration of Registrable Securities ceases to be true and correct in all material respects; (vii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (viii) of the occurrence of any event that makes any statement made in any Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of the Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; D. use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) SCHEDULE III PAGE 7 of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment; E. if requested by any managing underwriter of Registrable Securities to be sold in connection with an Underwritten Offering, (i) promptly incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the Company reasonably agrees should be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in such Prospectus supplement or post-effective amendment; provided, however, that the Company shall not be required to take any action pursuant to this Section 4E that would (x) in the opinion of counsel for the Company, violate applicable law or not be required to be taken by applicable securities laws or (y) be detrimental to the business prospects of the Company; F. furnish to each holder of Registrable Securities to be sold, and any managing underwriters, without charge, at least one conformed copy of each Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the SEC; G. promptly deliver to each holder of Registrable Securities to be sold, and any underwriters, without charge, as many copies of the Prospectus or Prospectuses (including each form of Prospectus) and each amendment or supplement thereto as such Persons may reasonably request; H. use its reasonable best efforts to register or qualify or cooperate with the selling holders, any underwriters and their counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any selling holder or underwriter requests in writing, to keep each such registration or qualification (or exemption therefrom) effective until the holder or holders have completed the distribution of such Registrable Securities and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Registration Statement; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any material tax in any such jurisdiction where it is not then so subject; SCHEDULE III PAGE 8 I. cooperate with the selling holders and any managing underwriters to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by applicable law, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such managing underwriters or selling holders may request at least two Business Days prior to any sale of Registrable Securities pursuant to such Registration Statement; J. upon the occurrence of any event contemplated by Section 4C(viii) of this Schedule III, as promptly as reasonably practicable, prepare a supplement or amendment, including a post-effective amendment, to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other document required to be filed in connection therewith so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; K. use its reasonable best efforts to cause all Registrable Securities relating to each Registration Statement to be listed on the securities exchange, quotation market or over-the-counter bulletin board (i) in the case of the Initial Public Offering, recommended by the managing Underwriters as that which is reasonable under the circumstances in order to optimize the liquidity and value of the Common Stock of the Company or (ii) following the Initial Public Offering, on which Common Stock of the Company is then listed; L. enter into such agreements (including an underwriting agreement in form, scope and substance as is customary in Underwritten Offerings) and take all such other actions in connection therewith (including those reasonably requested by any managing underwriters in order to expedite or facilitate the disposition of such Registrable Securities, and whether or not an underwriting agreement is entered into) to: (i) make such representations and warranties to such selling holders and such underwriters as are customarily made by issuers to underwriters in underwritten public offerings, and confirm the same if and when requested; (ii) in the case of an Underwritten Offering, obtain and deliver copies thereof to the managing underwriters, if any, of opinions of counsel to the Company and updates thereof addressed to each such underwriter, in form, scope and substance reasonably satisfactory to any such managing SCHEDULE III PAGE 9 underwriters and counsel to the selling holders covering the matters customarily covered in opinions requested in Underwritten Offerings and such other matters as may be reasonably requested by such counsel and underwriters; (iii) immediately prior to the effectiveness of each Registration Statement, and, in the case of an Underwritten Offering, at the time of delivery of any Registrable Securities sold pursuant thereto, obtain and deliver copies to the selling holders and the managing underwriters, if any, of "cold comfort" letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any Affiliate of the Company or of any business acquired by the Company for which financial statements and financial data is, or is required to be, included in any such Registration Statement), addressed to each selling holder and each of the underwriters, if any, in form and substance as are customary in connection with Underwritten Offerings; (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to the selling holders and the underwriters, if any, than those set forth in Section 7A of this Schedule III (or such other provisions and procedures acceptable to the managing underwriters, if any); and (v) deliver such documents and certificates as may be reasonably requested by the selling holders, their counsel and any managing underwriters to evidence the continued validity of the representations and warranties made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company; M. comply in all material respects with all applicable rules and regulations of the SEC and make generally available to its security holders an earnings statement covering a period of twelve months beginning within three months after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; N. make available executive officers of the Company for participation in a reasonable number of "road show" and other investor presentations requested by the holders selling Registrable Securities in an Underwritten Offering; and O. make available for inspection by the Initiating Holder, any representative of such Initiating Holder, any underwriter participating in any disposition of Registrable Securities, and any attorney or accountant retained by such SCHEDULE III PAGE 10 Initiating Holder or underwriters, at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the officers, directors, agents and employees of the Company and its subsidiaries to supply all information in each case reasonably requested by any such Initiating Holder, representative, underwriter, attorney or accountant in connection with each Registration Statement; provided, however, that any information that is determined in good faith by the Company in writing to be of a confidential nature at the time of delivery of such information shall be kept confidential by such Persons, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities; (ii) disclosure of such information, in the opinion of counsel to such Person, is required by law; (iii) such information becomes generally available to the public other than as a result of a disclosure or negligent failure to safeguard by such Person; or (iv) such information becomes available to such Person from a source other than the Company and such source is not known by such Person to be bound by a confidentiality agreement with the Company. SECTION 5. SECURITYHOLDER COVENANTS Each Securityholder hereby covenants and agrees that: A. it will not sell any Registrable Securities under any Registration Statement until it has received notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective; B. it and its officers, directors and Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to a Registration Statement; C. by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 4C(iv), (v), (vi), (vii) and (viii) of this Schedule III or the initiation of a Suspension Period, such holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until the holder is advised in writing by the Company that the use of the applicable Prospectus may be resumed or that the Suspension Period has terminated, as applicable; D. if an underwriting agreement is entered into, the same shall contain indemnification provisions no less favorable to the Company and the underwriters, if any, than those set forth in Section 7.B; SCHEDULE III PAGE 11 E. The Company may require each selling holder to furnish to the Company information regarding such holder and the distribution of such Registrable Securities as is required by law to be disclosed in each Registration Statement, and the Company may exclude from such registration the Registrable Securities of any such holder who unreasonably fails to furnish such information within a reasonable time after receiving such request. If the Registration Statement refers to any holder by name or otherwise as the holder of any securities of the Company, then such holder shall have the right to require (if such reference to such holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force) the deletion of the reference to such holder in any amendment or supplement to each Registration Statement filed or prepared subsequent to the time that such reference ceases to be required; and F. it will not effect any sale or distribution of Registrable Securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during the 14 days prior to, and during the 180-day period beginning on, the effective date of the registration statement filed by the Company (except as part of such registration) if, and to the extent, requested by the managing Underwriter or Underwriters in the case of an underwritten public offering. SECTION 6. REGISTRATION EXPENSES All fees and expenses of the Company and any holder incident to the performance of or compliance with this Schedule III shall be borne by the Company whether or not pursuant to an Underwritten Offering and whether or not any Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to any Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any securities exchange or market on which Registrable Securities are required hereunder to be listed and (B) in compliance with state securities or Blue Sky laws, including, without limitation, fees and disbursements of counsel engaged by Company in connection with Blue Sky qualifications of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the managing underwriters shall request, if any); (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is requested by the managing underwriters, if any; (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company; (v) Securities Act liability insurance, if the Company so desires such insurance; (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Schedule III; and (vii) all internal expenses of the Company SCHEDULE III PAGE 12 incurred in connection with the consummation of the transactions contemplated by this Schedule III, including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder (all such expenses being referred to herein as "Registration Expenses"); provided, however, in no event shall Registration Expenses include any underwriting discounts, commissions, or fees attributable to the sale of the Registrable Securities or any counsel, accountants or other persons retained by the holders in connection with the consummation of the transactions contemplated by this Schedule III. SECTION 7. INDEMNIFICATION AND CONTRIBUTION A. INDEMNIFICATION BY THE COMPANY The Company will indemnify to the fullest extent permitted by law, each holder of Registrable Securities, each person who controls any such holder, (within the meaning of either the Securities Act or the Exchange Act), and their respective directors, officers, employees and agents against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof) and expenses (including reasonable attorneys' fees) arising out of or based on any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus (each as amended and/or supplemented, if the Company shall have furnished any amendments or supplements thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading; provided that the Company shall not be required to indemnify such holder, such controlling persons or their respective officers or directors for any losses, claims, damages, liabilities (or actions or proceedings in respect thereof) or expenses resulting from any such untrue or alleged untrue statement or omission or alleged omission if such untrue or alleged untrue statement or omission or alleged omission is made in reliance on and conformity with any information with respect to such holder or the underwriters furnished in writing to the Company by such holder expressly for use therein; provided, further, that the Company shall not be required to indemnify any holder to the extent that any such loss, claim, damage, liability (or actions or proceedings in respect thereof) or expense arises out of or is based upon an untrue or alleged untrue statement or omission or alleged omission made in any preliminary Prospectus if in the case of any offering other than an Underwritten Offering, (i) having previously been furnished by or on behalf of the Company with copies of the final Prospectus, such holder failed to send or deliver a copy of the final Prospectus with or prior to the delivery of written confirmation of the sale of the Registrable Securities by the holder to the person asserting the claim from which such loss, claim, damage, liability (or SCHEDULE III PAGE 13 actions or proceedings in respect thereof) or expense arises and (ii) the final Prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or omission or alleged omission; and provided, further, that the Company shall not be required to indemnify any holder to the extent that any such loss, claim, damage, liability (or actions or proceedings in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement, omission or alleged omission in the Prospectus if (x) such untrue statement or alleged untrue statement, omission or alleged omission is corrected in all material respects in an amendment or supplement to the Prospectus and (y) in the case of any offering other than an Underwritten Offering, having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such holder thereafter fails to deliver such Prospectus as so amended or supplemented, prior to or concurrently with the sale of Registrable Securities. In connection with an Underwritten Offering, the Company agrees to indemnify, each underwriter thereof, the officers and directors of such underwriter, and each person who controls such underwriter (within the meaning of either the Securities Act or Exchange Act) to the same extent as provided above with respect to the indemnification of holders; provided that such underwriter agrees to indemnify the Company to the same extent as provided below with respect to the indemnification of the Company by such holders. B. INDEMNIFICATION BY HOLDERS Each holder will, if Registrable Securities held by or issuable to such holder are included in the securities as to which registration is being effected, indemnify to the fullest extent permitted by law the Company, each Person who controls the Company within the meaning of the Securities Act, each of its directors, officers, employees and agents who sign the Registration Statement relating to such registration, each other such holder, each of such other holder's respective directors, officers, employees, agents and controlling persons, and any prospective underwriters against any and all losses, claims, damages, liabilities (or actions or proceedings in respect thereof) and expenses (including reasonable attorneys' fees) arising out of or based on any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus (each as amended and/or supplemented, if the Company shall have furnished any amendments or supplements thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is made in reliance upon and in conformity with information relating to such holder furnished to the Company in SCHEDULE III PAGE 14 writing by such holder expressly for use in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any preliminary Prospectus. C. CONDUCT OF INDEMNIFICATION PROCEEDINGS In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 7A or Section 7B of this Schedule III, such person (hereinafter called the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (hereinafter called the "indemnifying party") in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party shall have been advised by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the indemnified parties, such firm shall be designated in writing by all of the indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (which consent will not be unreasonably withheld), but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the third sentence of this Section 7C, the indemnifying party agrees that the indemnifying party shall be liable for any settlement of any proceeding effected without the indemnifying party's written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not either have reimbursed the indemnified party in accordance with such request or reasonably objected in writing, on the basis of the standards set forth herein, to the propriety of such reimbursement prior to the date of such settlement. SCHEDULE III PAGE 15 No indemnifying party shall, without the prior written consent of the indemnified party (which will not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes as an unconditional term thereof a release of such indemnified party, from all liability on claims that are the subject matter of such proceeding. D. CONTRIBUTION If the indemnification provided for in this Section 7 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to in this Section 7, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 7C, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7D were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 7D, no holder shall be required to contribute any amount in excess of the amount of the total net proceeds received by such holder from sales of the Registrable Securities sold by such holder pursuant to the offering that gave rise to such losses, claims, damages, liabilities or expenses. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. SCHEDULE III PAGE 16 If indemnification is available under this Section 7, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Sections 7A and 7B without regard to the relative fault of said indemnifying party, or indemnified party or any other equitable consideration provided for in this Section 7D. SCHEDULE III PAGE 17 EX-4.3 4 v97043a1exv4w3.txt EXHIBIT 4.3 Exhibit 4.3 ACCENT OPTICAL TECHNOLOGIES, INC. 520 Clyde Avenue Mountain View, CA 94043 Dated as of September 30, 2000 To Certain Securityholders of Accent Optical Technologies, Inc.: Reference is made to that certain Securityholders Agreement dated as of July 31, 2000 (the "Agreement") by and among JFI II, L.P., Peter M. Joost, Bruce C. Rhine and Martha H. Rhine, David Johnson, as Trustee of the Rhine 2000 Children's Trust, Bio-Rad Laboratories, Inc., the initial additional securityholders and the initial management securityholders. Section 4.1 of the Agreement is hereby amended by deleting the reference to "60 days" in the proviso at the end of such Section 4.1 and substituting in lieu thereof a reference to "90 days". Except as specifically provided for by this letter, the Agreement shall remain in full force and effect and is hereby ratified and confirmed. This letter may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. If this letter expresses your understanding with respect to the matters described herein, please sign this letter where indicated below and return (i) a copy of such executed letter via facsimile to O'Melveny & Meyers LLP, fax number (212) 326-2061, Attention: Brian Hutchings, and (ii) the original of such executed letter via courier to O'Melveny & Myers LLP, 153 East 53rd Street, New York, NY 10022, Attention: Brian Hutchings. Very truly yours, ACCENT OPTICAL TECHNOLOGIES, INC. By:/s/ Bruce C. Rhine ------------------------------ Name: Bruce C. Rhine Title: President ACKNOWLEDGED AND AGREED AS OF THIS 20th DAY OF OCTOBER 2000: JFI II, L.P. By: Joost Enterprises Corporation Its: General Partner By: /s/ Peter M. Joost ---------------------------- Name: Peter M. Joost Title: President /s/ Peter M. Joost - -------------------------------------- Peter M. Joost /s/ Bruce C. Rhine - -------------------------------------- Bruce C. Rhine /s/ Martha H. Rhine - -------------------------------------- Martha H. Rhine /s/ David Johnson - -------------------------------------- David Johnson, as Trustee of the Rhine 2000 Children's Trust BIO-RAD LABORATORIES, INC. By: /s/ Sanford S. Wadler ----------------------------------- Name: Sanford S. Wadler Title: Vice President /s/ Stephen R. Blight - -------------------------------------- Stephen R. Blight /s/ Gregory A. Kaiser - -------------------------------------- Gregory A. Kaiser /s/ Brian R. Hale - -------------------------------------- Brian R. Hale /s/ Gregory A. Kaiser - -------------------------------------- Gregory A. Kaiser EX-4.4 5 v97043a1exv4w4.txt EXHIBIT 4.4 Exhibit 4.4 ACCENT OPTICAL TECHNOLOGIES, INC. AMENDMENT NO. 1 TO SECURITYHOLDERS AGREEMENT This Amendment No. 1 to Securityholders Agreement (this "Amendment") is entered as of this 9th day of March, 2004, among Accent Optical Technologies, Inc., a Delaware corporation (the "Company"); JFI II, L.P., a Texas limited partnership; Peter M. Joost; Peter M. Joost and Lindsay M. Joost, Trustees U/T/A Dated 04/11/02; Bruce C. Rhine and Martha H. Rhine, as joint tenants with a right of survivorship; David Johnson, Trustee, The Rhine 2000 Children's Trust Dated June 12, 2000; Bio-Rad Laboratories, Inc.; FSC Corp.; Bruce Crawford; Brian Hale, Rajeev Mundhe, Gregory Kaiser and Reid Langrill. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Securityholders Agreement among the aforementioned persons and the other parties thereto dated as of July 31, 2000 (the "Agreement"). WHEREAS, Section 6.6(b) of the Agreement provides that the Agreement may be amended or modified only by a writing signed by each of (i) the Company, (ii) each of the Founders, (iii) Additional Securityholders holding at least 35% of the aggregate number of Securities held by all Additional Securityholders, and (iv) Management Securityholders holding at least 25% of the Securities then held by all Management Securityholders on a fully diluted basis (together, the "Required Parties"); WHEREAS, the undersigned represent not less than the Required Parties and wish to clarify certain provisions contained in the Agreement; NOW, THEREFORE, the parties hereby agree to amend the Agreement as follows: 1. Definitions. Section 1.1 of the Agreement is amended to amend and restate the following definition: "Additional Securities" means all Securities which are issued by the Company at any time, other than (i) the Securities issued and outstanding on the date hereof, (ii) any Securities issued to all of the holders of Securities then outstanding on a proportionate basis, (iii) any Securities issued to one or more employees of the Company pursuant to and in accordance with any employee benefit plan, agreement or arrangement that has been approved by the Board, (iv) any Securities that are issued in connection with the acquisition by the Company or a subsidiary of the Company of any business (whether by acquisition of stock or assets) or any assets, (v) any Securities issued to any lender or other Person providing debt financing to the Company in a bona fide financing transaction approved by the Board, (vi) any Securities issued upon exercise, conversion or exchange of any other Securities, (vii) any Securities issued to a Person whose participation in the Company the Board determines in good faith, based on factors particular to the identity, nature or domicile of such person, would be an asset or benefit to the Company; (viii) any Securities issued in amounts less than $500,000 in any single transaction or related series of transactions; provided that the aggregate amount of all transactions under this clause (viii) shall not exceed $2,000,000; and (ix) any Securities issued or issuable in an Initial Public Offering. 2. Section 3.2 of the Agreement is amended to add a new subsection 3.2(g) as follows: (g) This Section 3.2 shall not apply to any Securities Transferred (or proposed to be Transferred) in connection with a Qualified Public Offering. 3. Section 5.1 of the Agreement is amended to amend and restate subsection 5.1(a) as follows: (a) This Agreement shall terminate and, except for Sections 3.4, 6.2 and 6.4 through 6.15, shall be of no further force and effect and shall not be binding upon any party hereto as of immediately prior to the closing of a Qualified Public Offering. This Agreement shall terminate in full (A) upon the dissolution, liquidation or winding up of the Company, or (B) upon the approval of such termination by each Securityholder. In any event, all provisions of this Agreement shall terminate on December 31, 2025. 4. Section 6.7 of the Agreement is amended and restated in its entirety as follows: SECTION 6.7 NOTICES All notices, requests and other communications to any party hereunder shall be in writing (including telecopy or similar writing) and shall be given, (1) if to the Company: Accent Optical Technologies, Inc. 131 NW Hawthorne, Suite 207 Bend, OR 97701 Attn: President Telecopy: (541) 318-1966 (2) if to Additional Securityholders: The addresses set forth on Schedule I. (3) if to any Management Securityholder: The addresses set forth on Schedule II. (4) if to JFI II: JFI II, L.P. c/o Joost Enterprises Corporation 555 California Street, Suite 5180 San Francisco, CA 94104 Attn: Peter M. Joost Telecopy: (415) 875-5609 (5) if to Joost: Peter M. Joost c/o Joost Enterprises Corporation 555 California Street, Suite 5180 San Francisco, CA 94104 Attn: Peter M. Joost Telecopy: (415) 875-5609 (6) if to Rhine: Bruce C. Rhine Martha H. Rhine 55925 Hashknife Road Bend, OR 97707 Attention: Bruce C. Rhine Telecopy: (541) 318-1966 (7) if to Rhine Trust: David Johnson, Trustee The Rhine Childrens' Family Trust 298 Mt. Top Road Howard, PA 16841 Telecopy: (570) 748-3711 (8) if to Bio-Rad: Bio-Rad Laboratories, Inc. 1000 Alfred Nobel Drive Hercules, California 94547 Attention: Sanford S. Wadler, Esq. Telecopy: (510) 741-5815 or to such other address or telecopy number and with such other copies, as such party may hereafter specify for the purpose by notice to the other parties. Each such notice, request or other communication shall be effective (i) if given by telecopy, when such telecopy is transmitted to the telecopy number specified in this Section and evidence of receipt is received or (ii) if given by any other means, upon delivery or refusal of delivery at the address specified in this Section 6.7. 5. Schedule III of the Agreement is amended to add a new Section 8 as follows: SECTION 8. ASSIGNMENT OF REGISTRATION RIGHTS The rights to cause the Company to register Registrable Securities pursuant to this Schedule III may be assigned (but only with all related obligations) by a Securityholder to a Permitted Transferee or to another Transferee who, after such assignment or Transfer, holds at least a majority of the Registrable Securities originally held by such Securityholder, provided that (i) the Company is, within a reasonable time after such Transfer, furnished with written notice of the name and address of such Transferee or assignee and the Securities with respect to which such registration rights are being assigned, and (ii) such Transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement as in effect at such time. 6. Except as explicitly amended by this Amendment No. 1, all of the terms and conditions of the Agreement shall remain in full force and effect. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Securityholders Agreement to be duly executed as of the date first written above. ACCENT OPTICAL TECHNOLOGIES, INC. JFI II, L.P. BY: /s/ BY: Joost Enterprises Corporation, ----------------------------- its General Partner NAME Bruce C. Rhine --------------------------- BY: /s/ --------------------------------------- TITLE: CEO Peter M. Joost, President -------------------------- PETER M. JOOST AND LINDSAY M. JOOST, BRUCE C. RHINE AND MARTHA H. TRUSTEES DATED 04/11/02 U/T/A RHINE, JWTROS /s/ /s/ - ------------------------------- --------------------------------------- /s/ /s/ - ------------------------------- --------------------------------------- PETER M. JOOST BIO-RAD LABORATORIES, INC. /s/ - ------------------------------- BY: /s/ --------------------------------------- DAVID JOHNSON, TRUSTEE, THE RHINE 2000 CHILDREN'S TRUST DATED JUNE 12, 2000 NAME: Sanford Wadler --------------------------------------- /s/ TITLE: Vice President and General - ------------------------------- Counsel --------------------------------------- FSC CORP. BRUCE CRAWFORD BY: /s/ /s/ ---------------------------- --------------------------------------- NAME: John J. Quintal -------------------------- TITLE: Vice President ------------------------- BRIAN HALE RAJEEV MUNDHE /s/ /s/ - ------------------------------- --------------------------------------- GREGORY KAISER REID LANGRILL /s/ /s/ - ------------------------------- --------------------------------------- EX-21.1 6 v97043a1exv21w1.txt EXHIBIT 21.1 EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT AOTI Operating Company, Inc. Accent Optical Technologies (Switzerland) GmbH Accent Optical Technologies Co., Ltd (Japan) Accent Optical Technologies (U.K.) Ltd. Accent Optical Technologies (Germany) GmbH Accent Optical Technologies France Accent Korea Co. Ltd. Accent Optical Technologies Singapore Pte. Ltd. EX-23.2 7 v97043a1exv23w2.txt EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in this Amendment No. 1 to the Registration Statement on Form S-1 of our reports dated March 19, 2004 relating to the financial statements and financial statement schedule of Accent Optical Technologies, Inc., which appear in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement. 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(1)	Includes 555,000 shares that may be purchased by the underwriters to cover over-allotments, if any.



(2)	Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended, solely for the purpose of computing the amount of the registration fee.



(3)	Represents an incremental registration fee. Accent previously paid a registration of $7,602 on an estimated maximum aggregate offering price of $60,000,000 pursuant to Rule 457(o) under the Securities Act.



	•	Accurate Measurement of Silicon Dopants — Dopants are elements, such as boron and phosphorus, that must be precisely inserted into the silicon lattice to achieve desired device characteristics. Our fourier transform infrared spectrometers, or FTIRs, enable silicon semiconductor device and wafer manufacturers to measure the amount of dopants in the silicon lattice and the thickness of differently-doped silicon layers used to form transistors.


	•	Highly Sensitive, Automated Defect Mapping — Our SiPHER system uses photoluminescence, or PL, technology that analyzes the wavelength of light emitted from the silicon wafer surface to provide real-time, automated wafer mapping of electrically active defects and contamination in the lattice with sub-micron resolution.

	•	Improved Process Control — Our series of other photoluminescence mapping systems enable manufacturers of compound semiconductors used for HBLEDs, laser diodes, photodetectors and power amplifiers to improve their manufacturing efficiency by detecting process variations sooner and facilitating rapid diagnosis and corrective actions.


	•	Accurate Characterization of Lattice Properties — Our Vektor product line accurately measures lattice strain, crystal structure, composition, alignment, defects and layer thickness.



		enable greater precision for some applications as compared to competing solutions that rely upon scanning electron beam microscopes.



	•	Enhanced Device Characterization — By using test patterns inserted in the dead space between the die on a wafer, our CD systems provide critical length and width measurements and, for certain applications, critical depth measurements, of device structures.



	•	Greater Reliability — We offer Linux-based CD and overlay systems, which we believe result in greater reliability and uptime compared to competing systems based on other operating systems. In addition, our CD systems operate at atmospheric conditions, resulting in greater reliability and uptime than competing solutions that operate under vacuum conditions.


	•	Advanced Yield Analysis Software — Our proprietary software collects and analyzes metrology data and generates actionable information that can help identify defect patterns caused by underlying process problems. This information helps semiconductor device and wafer manufacturers eliminate unnecessary wafer rework and develop long-term yield improvement strategies.


	•	Expand and Enhance Our Product Offerings Through Internal Development — We intend to continue to actively expand our technology and intellectual property portfolio by investing in research and development and pursuing new applications for our core technologies.

	•	Grow Our Business Through Acquisitions and Licenses — We intend to acquire and license complementary product lines or technologies that enhance our family of systems or provide opportunities for future growth.

	•	Strengthen Our Relationships with Customers and Industry Consortia — All levels of our company will continue to focus on building close relationships with customers, industry consortia and research centers. These relationships provide insight into industry trends that enable us to develop new products with broad market appeal.

	•	Improve Our Manufacturing Efficiencies — We intend to continue to lower our fixed cost structure and improve our ability to manage costs by selectively outsourcing the production of components and sub-assemblies.

	•	Provide Focused Distribution Channels — Our direct sales personnel work closely with our technologists, who possess an in-depth understanding of the specific challenges faced by semiconductor device and wafer manufacturers for lattice engineering metrology and photolithography process control and metrology applications. By integrating our sales and technology teams, we believe we are better able to serve our customers and pursue new opportunities.



	•	366,901 shares issuable upon exercise of outstanding options issued under our 2000 stock incentive plan with a weighted-average exercise price of $3.50 per share,



	•	an aggregate of 391,990 shares reserved for future issuance under our 2000 and 2004 stock incentive plans and



	•	shares issuable upon conversion of dividends on our Series A preferred stock and convertible preferred stock that accrue subsequent to March 31, 2004.



	•	an initial public offering price of $15.00 per share,



	•	the completion of a 1-for-23 reverse split of our common stock prior to consummation of this offering,



	•	all outstanding shares of our Series A preferred stock, plus accrued and unpaid dividends, convert into 1,015,438 shares of our common stock (assuming an initial public offering price of $15.00 per share) upon completion of this offering,



	•	all outstanding shares of our convertible preferred stock convert into 338,600 shares of our common stock, and accrued and unpaid dividends convert into an additional 288,799 shares of our common stock (assuming an initial public offering price of $15.00 per share), upon completion of this offering and



	•	the underwriters do not exercise their overallotment options to purchase additional shares in this offering.



(1)	Reflects $1.8 million and $502,000 of interest expense for the year ended December 31, 2003 and the three months ended March 31, 2004, respectively, relating to debt that we plan to repay with the proceeds of this offering.



(2)	Restated to reflect completion of a 1-for-23 reverse stock split prior to consummation of this offering.


	•	the demand for semiconductor devices,

	•	the rate of capital spending by semiconductor device and wafer manufacturers,

	•	the volume of our systems that we and our subcontractors can manufacture and deliver in a quarter,

	•	the ability of our suppliers to timely deliver components necessary for the manufacture and assembly of our systems,

	•	the timing, cancellation or delay of orders, the delay of acceptance or the return of our systems by our customers,

	•	the timing and success of the introduction of new systems and technologies by our competitors or us,

	•	competitive pressures on selling prices,

	•	the length of our sales cycle, which can range from two to 24 months,

	•	fluctuations in foreign currency exchange rates, particularly with the British pound and Japanese yen,

	•	the efficiency of our manufacturing operations,

	•	changes in our product mix or the mix between sales of our systems and services,

	•	charges associated with stock-based compensation and acquisitions,

	•	the cost of installing systems and providing warranty service relative to established reserves and

	•	the implementation of new accounting standards on revenue recognition, stock-based compensation or other issues.


	•	the process development cycle of the customer,

	•	the effectiveness of our sales force and our independent sales representatives and distributors,

	•	the complexity of the customer’s fabrication processes,

	•	the internal technical capabilities and sophistication of the customer,

	•	the availability of our personnel to install systems and

	•	the capital expenditure budget of the customer.


	•	our customers are not obligated to purchase a specified number of our systems and can cancel purchase orders or return systems prior to payment,

	•	our customers are free to purchase systems from our competitors,

	•	we are exposed to competitive price pressure on each order and

	•	our customers are not required to make minimum purchases.


	•	additional operating expenses without additional revenues,

	•	dilutive issuances of equity securities,

	•	the incurrence of debt and contingent liabilities,


	•	amortization or impairment of goodwill and other intangible assets,


	•	unrealized synergies,

	•	write-offs of in-process research and development and

	•	other acquisition related expenses.


	•	we have no guaranteed long-term level of supply for components with any third party. The available capacity of each supplier may limit its ability to provide us with necessary components and our suppliers could allocate that limited capacity to other customers. Suppliers could lose production capacity as a result of labor issues, power outages, fire or other natural and man-made disasters. Suppliers could reduce or even eliminate the capacity allocated to us on short notice, even after we have submitted a purchase order. In particular, we have difficulty maintaining an adequate supply of some circuit boards used in our systems because board level components, such as microprocessors and microcontrollers, tend to have shorter life cycles than our systems;


	•	if we lose an existing supplier, we would experience delay and expense in finding and qualifying a replacement supplier and helping the new supplier develop the particular component that we need. In addition, some of our customers have policies that do not allow us to change a component supplier and, as a result, sales may be delayed or lost until they consent to an acceptable replacement component. In 2000, for example, a supplier could not meet our requirements for a critical component of our overlay systems because it elected to service the needs of a larger customer. As a result, our production was delayed by several months and our revenue and operating results for the period were harmed. We may experience similar problems in the future;


	•	although we provide our suppliers with rolling forecasts of our production requirements, these forecasts may prove to be inaccurate. In particular, a number of components such as factory automation and environmental control interfaces, wafer stages and monochromators represent a significant portion of the cost of our systems and require long lead-times. If we underestimate our need for such components, we may lose sales or have revenues deferred as a result of production delays. If we overestimate our need for such components, we will have increased inventory costs and will bear greater risk relating to part obsolescence;


	•	we incorporate third-party software into our systems which would be difficult to replace if the third parties were to cease providing or supporting their software;

	•	we have limited control over delivery schedules and we may not receive components within the time frames and in the volumes required to meet our customers’ needs; and

	•	we have limited control over our suppliers’ quality assurance, which may result in an unsatisfactory level of defective components. At times, for example, we have had quality issues with purchased lasers.


	•	cause delays in system introductions and shipments,

	•	result in increased costs and diversion of development resources,

	•	cause us to incur increased charges due to obsolete or unusable inventory,

	•	cause us to exceed our warranty reserves,

	•	require design modifications and

	•	decrease market acceptance or customer satisfaction with our systems, which could result in system returns and therefore harm our operating results.


	•	compliance with a wide variety of foreign laws and regulations, particularly labor, environmental and other laws and regulations that govern our operations in the United Kingdom,

	•	changes in laws and regulations relating to the import or export of semiconductor capital equipment and related systems,

	•	legal uncertainties regarding taxes, tariffs, quotas, export controls, export licenses and other trade barriers,

	•	economic instability in the countries of our customers, particularly in the Asia-Pacific region, causing delays or reductions in orders for our systems,

	•	political instability in the countries of our customers, particularly in South Korea relating to its disputes with North Korea and in Taiwan relating to its disputes with China,

	•	delays and costs resulting from medical epidemics such as SARS,

	•	threats from terrorist organizations,

	•	difficulties in collecting accounts receivable and longer accounts receivable payment cycles,

	•	difficulties in staffing and managing personnel, distributors and representatives in foreign countries,

	•	ability of senior management to devote adequate time to manage international operations,

	•	limited protection for intellectual property rights in some countries, such as South Korea, Taiwan and China,

	•	seasonal fluctuations in purchasing patterns in some countries,

	•	potentially adverse tax consequences and

	•	challenges by taxing authorities related to transfer pricing agreements and other tax sharing arrangements.


	•	changes in or failure by us to meet market analysts’ expectations,

	•	announcements of technological innovations,

	•	competitive trends, including timely adoption and market acceptance of competing standards,

	•	introduction of new systems by us or our competitors,

	•	developments with respect to intellectual property rights,

	•	market momentum for publicly traded semiconductor capital equipment vendors,

	•	conditions and trends in the semiconductor industry and

	•	market perception of our growth prospects.


	•	stagger the election of our board of directors,

	•	authorize the issuance of preferred stock which can be created and issued by the board of directors without prior stockholder approval, commonly referred to as “blank check” preferred stock, with rights senior to those of common stock,

	•	prohibit stockholder action by written consent,

	•	establish advance notice requirements for submitting nominations for election to the board of directors and for proposing matters that can be acted upon by stockholders at a meeting and

	•	provide for the automatic acceleration of unvested options in some situations relating to nonconsensual acquisition activities.



	•	approximately $13.0 million to repay the outstanding principal and accrued interest on an outstanding note to Bio-Rad bearing interest at the rate of 13.5% per annum, payable semi-annually, with a maturity date of July 7, 2007, which was issued in connection with our acquisition of Bio-Rad SMD and which we are required to repay within two business days of the completion of an initial public offering resulting in gross proceeds to us of at least $35.0 million and



	•	approximately $3.4 million to repay the outstanding principal and accrued interest on existing debt payable to Comerica Bank bearing interest at the lower of either Comerica Bank’s prime rate or LIBOR plus 2.75%, which was 3.97% per annum as of December 31, 2003, payable in monthly installments through December 17, 2006, under our Loan and Security Agreement with Comerica Bank.


	•	an actual basis;

	•	an unaudited, pro forma basis to give effect to:



	—	the conversion of all outstanding shares of our Series A preferred stock, plus accrued and unpaid dividends, into 1,015,438 shares of common stock, assuming an initial public offering price of $15.00 per share and



	—	the conversion of all outstanding shares of our convertible preferred stock into 338,600 shares of common stock, plus the conversion of accrued and unpaid dividends into 288,799 shares of common stock, assuming an initial public offering price of $15.00 per share; and


	•	an unaudited, pro forma as adjusted basis to give effect to:



	—	our issuance and sale of 2,500,000 shares of common stock in this offering at an assumed initial public offering price of $15.00 per share, after deducting the underwriting discount and estimated offering expenses, and our receipt of the net proceeds from that sale and


	—	the application of a portion of those net proceeds to repay certain of our debt obligations as set forth under “Use of Proceeds.”



(1)	Includes 5,691,082 shares of common stock outstanding and 1,642,837 shares of common stock issuable upon the conversion of our outstanding Series A preferred stock and convertible preferred stock and the accrued and unpaid dividends thereon.



(2)	The 3,700,000 shares in this offering include 1,200,000 shares to be sold by existing stockholders.



	•	the number of shares of our common stock held by existing stockholders will decrease to approximately 72.5% of the 10,111,419 total number of shares of our common stock outstanding after this offering and



	•	the number of shares of our common stock purchased from us by new investors will increase to 2,777,500 shares, or approximately 27.5% of the total number of shares of our common stock outstanding after this offering.


	•	our predecessor, Bio-Rad SMD, for the year ended December 31, 1999 and the period from January 1, 2000 through July 31, 2000 and


	•	Accent Optical Technologies for the period from April 6, 2000 (we acquired Bio-Rad SMD in July 2000) through December 31, 2000, and each of the years ended December 31, 2001, 2002 and 2003, and the three months ended March 31, 2003 and 2004.



(1)	Includes costs associated with transition from a division of Bio-Rad to a stand-alone entity.



(2)	Relating to the carrying value of intangibles acquired as part of the Bio-Rad SMD acquisition.



(3)	Reflects $1.8 million and $502,000 of interest expense for the year ended December 31, 2003 and the three months ended March 31, 2004, respectively, relating to debt that we plan to repay with the proceeds of the offering.



(4)	Restated to reflect completion of a 1-for-23 reverse stock split prior to the consummation of this offering.



(5)	Pro forma net loss per share and pro forma shares used in computing pro forma net loss per share are calculated as if all outstanding shares of Series A preferred stock, plus accrued and unpaid dividends, convert into 982,078 and 1,015,438 shares of common stock (assuming an initial public offering price of $15.00 per share), all outstanding shares of convertible preferred stock convert into 338,600 and 338,600 shares of common stock, and accrued and unpaid dividends on the convertible preferred stock convert into 267,570 and 288,799 shares of common stock (assuming an initial public offering price of $15.00 per share) at December 31, 2003 and March 31, 2004, respectively.


(1)	For the period from April 6, 2000 (date of inception) to December 31, 2000.


	•	For special purpose entities, or SPEs, created prior to February 1, 2003, we must apply either the provisions of FIN No. 46 or early adopt the provisions of FIN No. 46-R at the end of the first interim or annual reporting period ending after December 15, 2003.

	•	For all other types of entities created prior to February 1, 2003, we are required to adopt the provisions of FIN No. 46-R for periods ending after March 15, 2004.


	•	Smaller Device Geometries — In order to fit more transistors into the same amount of surface area, manufacturers must produce devices with ever smaller feature sizes, including transistors as small as 50 nanometers and interconnect line diameters thinner than 250 nanometers. As the physical features of semiconductor devices continue to shrink, device sensitivity to defects in both transistor formation and layer deposition increases significantly.

	•	More Device Layers — The increasing number of transistors per device, the need to operate devices at higher speeds and the desire for greater functionality per device are requiring more interconnect layers per device. For example, today’s advanced microprocessors are manufactured with seven or more interconnect layers. Each additional layer increases the potential for improper alignment during each photolithography process step.

	•	Larger Silicon Wafers — To reduce costs and enhance capital efficiencies, silicon semiconductor manufacturers are transitioning from 200mm to 300mm diameter wafers, which enable significantly more semiconductor device production per wafer. As a result of this transition, for a given device type, any material or process defect that affects an entire wafer represents a significantly greater financial loss for the device manufacturer.

	•	Larger Die Sizes — Semiconductor device manufacturers are incorporating greater functionality into each device, resulting in larger die sizes for certain complex applications. As an example, some manufacturers are integrating several functions, including memory, logic and analog circuitry, onto a single die. These devices, known as systems on a chip, increase the size of the die and the chance for defects or alignment errors in any one component, which can render the entire device inoperable.


	•	Increased Likelihood of Defects — Advanced technologies such as compound semiconductors, strained silicon and SOI introduce new challenges with respect to defects, contamination, crystal structure and verification of material composition and thickness. In the case of compound semiconductors, such as HBLEDs, and strained silicon, defects are more prevalent due to differences in the size, spacing and shape of the atoms between the various layers.

	•	Sophisticated Thermal Modeling Requirements — The electrical properties of some advanced semiconductor devices are sensitive to heat generated by the operation of the device. Measurements during final test, however, are typically taken without operating semiconductor devices at frequencies or power levels equal to or greater than their normal operating levels. Accurate design and development of devices requires accurate measurement tools that account for the complex and non-linear variations in device performance as a function of operating frequency and power.

	•	Increased Sensitivity to Defects — Advanced devices frequently operate at lower voltages in order to further decrease their power consumption. At lower voltages, tolerance of contamination and defects in the lattice becomes smaller. This requires greater measurement and control of dopant amount and placement, contamination and atomic structure.