-----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, NAD1nyZNZtZdvD5xgBE8Iph6DwfPGuHoqTTa2dN79C824lOdUl65LOiUYOPuLllO 5E7jF8hUZb4wcAQnVyIyUA== 0001012870-00-001120.txt : 20000307 0001012870-00-001120.hdr.sgml : 20000307 ACCESSION NUMBER: 0001012870-00-001120 CONFORMED SUBMISSION TYPE: S-2/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NANOMETRICS INC CENTRAL INDEX KEY: 0000704532 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 942276314 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-2/A SEC ACT: SEC FILE NUMBER: 333-95115 FILM NUMBER: 559556 BUSINESS ADDRESS: STREET 1: 310 DEGUIGNE DR CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087461600 MAIL ADDRESS: STREET 1: 310 DEGUIGNE DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94086 S-2/A 1 AMENDMENT #2 TO FORM S-2 As filed with the Securities and Exchange Commission on March 2, 2000 Registration No. 333-95115 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- AMENDMENT NO. 2 TO FORM S-2 REGISTRATION STATEMENT Under The Securities Act of 1933 ----------- NANOMETRICS INCORPORATED (Exact name of Registrant as specified in its charter) ----------- California 3829 94-2276314 (State or other (Primary Standard (I.R.S. Employer jurisdiction of Industrial Identification Number) incorporation or Classification Code organization) Number) 310 DeGuigne Drive Sunnyvale, California 94086 (408) 746-1600 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ----------- Paul Nolan Chief Financial Officer Nanometrics Incorporated 310 DeGuigne Drive Sunnyvale, California 94086 (408) 746-1600 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------- Copies to: Barry E. Taylor, Esq. Nora L. Gibson, Esq. Craig D. Norris, Esq. Laura M. de Petra, Esq. Steven Liu, Esq. Lora D. Blum, Esq. Eric R. Barnett, Esq. Shelley E. Wharton, Esq. Wilson Sonsini Goodrich & Rosati Brobeck, Phleger & Harrison LLP Professional Corporation One Market, Spear Street Tower 650 Page Mill Road San Francisco, CA 94105 Palo Alto, CA 94304 (415) 442-0900 (650) 493-9300 ----------- Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. 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. [_] If the registrant elects to deliver its latest annual report to security holders, or a complete and legible facsimile thereof, pursuant to Item (11)(a)(1) of this Form, check the following box. [_] 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. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] Calculation of Registration Fee - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
Title of Each Class Proposed Proposed Maximum Amount of of Securities to Be Amount to Be Maximum Offering Aggregate Offering Registration Fee Registered Registered (1) Price Per Share (2) Price (2) - ------------------------------------------------------------------------------------------------- Common Stock, no par value................. 4,025,000 shares $21.53 $86,663,281 $22,880(3) - -------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- (1) Includes 525,000 shares that the Underwriters have the option to purchase to cover over-allotments, if any. (2) Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(c) of the Securities Act of 1933, as amended. (3) Previously paid. ----------- 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 the Registration Statement shall become effective on such date as the 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, DATED MARCH 2, 2000 PROSPECTUS 3,500,000 Shares [LOGO OF NANOMETRICS INCORPORATED] Common Stock $ per share -------- We are selling 1,750,000 shares of our common stock, and the selling shareholders named in this prospectus are selling 1,750,000 shares. We will not receive any proceeds from the sale of shares by the selling shareholders. The underwriters named in this prospectus may purchase up to additional 525,000 shares of common stock from us and a selling shareholder under certain circumstances. Our common stock is quoted on the Nasdaq National Market under the symbol "NANO". The last reported sale price of our common stock on the Nasdaq National Market on February 28, 2000, was $36.50 per share. -------- Investing in our common stock involves certain risks. See "Risk Factors" beginning on page 6. 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. --------
Per Share Total --------- ------ Public Offering Price $ $ Underwriting Discount $ $ Proceeds to Nanometrics (before expenses) $ $ Proceeds to the Selling Shareholders (before expenses) $ $
The underwriters are offering the shares subject to various conditions. The underwriters expect to deliver the shares to purchasers on or about , 2000. -------- Salomon Smith Barney Wit SoundView Tucker Anthony Cleary Gull Needham & Company, Inc. , 2000 You should rely only on the information contained in or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information provided by this prospectus is accurate as of any date other than the date on the front of this prospectus. ------------ TABLE OF CONTENTS
Page ---- Prospectus Summary....................................................... 3 Risk Factors............................................................. 6 Special Note Regarding Forward-Looking Statements........................ 14 Use of Proceeds.......................................................... 15 Price Range of Common Stock.............................................. 15 Dividend Policy.......................................................... 15 Capitalization........................................................... 16 Selected Consolidated Financial Data..................................... 17 Management's Discussion and Analysis of Financial Condition and Results of Operations........................................................... 19 Business................................................................. 27 Management............................................................... 39 Principal and Selling Shareholders....................................... 41 Description of Capital Stock............................................. 43 Underwriting............................................................. 44 Legal Matters............................................................ 46 Experts.................................................................. 46 Available information.................................................... 46 Incorporation of Information by Reference................................ 46 Index to Consolidated Financial Statements............................... F-1
References in this prospectus, and the documents incorporated by reference in this prospectus, to "Nanometrics," "we," "our" and "us" refer to Nanometrics Incorporated, a California corporation, and its subsidiaries. We maintain a website at http://www.nanometrics.com. Information contained in our website does not constitute part of this prospectus. Nanometrics Incorporated and the names of our systems are tradenames or trademarks of Nanometrics. This prospectus also contains trademarks and tradenames of other companies. PROSPECTUS SUMMARY You should read the following summary together with the more detailed information regarding our company and the common stock being sold in this offering, including "Risk Factors" and our consolidated financial statements and notes to those statements appearing elsewhere in this prospectus and incorporated by reference. Nanometrics Incorporated We are a leader in the design, manufacture, marketing and support of thin film metrology systems for the semiconductor, flat panel display and magnetic recording head industries. Our systems precisely measure a wide range of film types deposited on substrates during manufacturing in order to control manufacturing processes and increase production yields. Our non-contact, non- destructive thin film measurement systems use a broad spectrum of wavelengths, high-sensitivity optics, proprietary software and patented technology to measure the thickness and uniformity of films deposited on silicon and other substrates as well as their chemical composition. We have been a pioneer in the field of thin film measurement and have been instrumental in the development of many innovations for over two decades. We have been selling metrology systems since 1977 and have an extensive installed base with industry leading customers worldwide, including Applied Materials, Hyundai, IBM, LG International, TSMC and WaferTech. Thin film metrology systems are used at many points during the manufacturing process, including before and after deposition, chemical mechanical planarization, or CMP, photolithography and etch. During thin film metrology, a wafer surface is measured to determine the quality of the film or pattern and find defects. Measurements are taken to ensure process uniformity and include thickness, width, height, roughness and other characteristics. Several trends are increasing the need for thin film metrology systems, including: . growing use of chemical mechanical planarization; . adoption on new types of thin films; . increasing complexity of semiconductors; and . need for rapid ramp of production efficiencies. We offer a complete line of systems to address the thin film metrology requirements of our customers. Our metrology systems can be categorized as follows: . Stand-alone, fully automated systems for measurements of thin films in high-volume manufacturing operations. We offer a broad line of fully automated thin film thickness measurement systems. These systems remove the dependence on human operators by incorporating reliable wafer handling robots and are designed to meet the speed, measurement, performance and reliability requirements of today's semiconductor, flat panel display and magnetic recording head manufacturing facilities. We believe we offer the only fully automated film thickness measurement systems that are able to determine the concentration of elements, or dopants, within a film. This is of significant importance, as many new films today require continuous monitoring of dopant levels and chemical composition. Our fully automated metrology product line also includes systems that are used to measure overlay registration accuracy of successive layers of semiconductor patterns on wafers in the photolithography process. . Integrated systems used to measure in-process wafers automatically and quickly without having to leave the enclosed wafer processing system. Our high-speed, integrated metrology systems are compact and monitor a multitude of small test points on the wafer using sophisticated pattern recognition. These systems can be attached to film deposition, CMP, etch and other process tools to provide rapid monitoring of films on each wafer immediately before or after processing. Our integrated systems offer customers significantly increased 3 operating efficiency and equipment utilization, lower manufacturing costs and higher throughput. Similar to our automated metrology systems, our integrated systems can be configured to determine the concentration of dopants within a film. We believe we are the only supplier of integrated metrology systems with this capability. We are currently shipping integrated systems to Applied Materials for installation on their Mirra Mesa(TM) CMP system and Producer QA(TM) chemical vapor deposition, or CVD, system. . Tabletop systems used to manually or semiautomatically measure thin films in engineering and low-volume production environments. We pioneered and believe we are the leading supplier of tabletop thin film thickness measurement systems. Our tabletop models have unique capabilities and several available configurations, depending on wafer handling, range of films to be measured, uniformity mapping and other customer needs. Our strategy is to offer and support, on a worldwide basis, technologically advanced metrology systems that meet the changing manufacturing requirements of the semiconductor, flat panel display and magnetic recording head industries as well as other industries that use metrology systems. Key elements of our strategy include: . continuing to offer advanced integrated metrology systems; . maintaining technology leadership; . leveraging existing customer and industry relationships; . providing worldwide distribution and support; . providing a broad portfolio of metrology systems and technology; and . addressing multiple markets. Our principal manufacturing and administrative facility is located in Sunnyvale, California, and we have wholly owned subsidiaries in Japan and Korea for manufacturing, sales and service. We are incorporated under the laws of the state of California. Our principal executive offices are located at 310 DeGuigne Drive, Sunnyvale, California 94086 and our telephone number is (408) 746-1600. The Offering The following information is based upon shares outstanding as of December 31, 1999. It excludes, as of December 31, 1999, 1,494,664 shares of common stock subject to outstanding options at a weighted average exercise price of $7.49 per share and 479,172 shares of common stock available for future grants under our stock option and stock purchase plans. Common shares offered by Nanometrics.... 1,750,000 shares Common shares offered by the selling shareholders........................... 1,750,000 shares Common shares to be outstanding after the offering........................... 10,913,998 shares Use of proceeds......................... We intend to use the proceeds of this offering for working capital and other general corporate purposes. See "Use of Proceeds." Nasdaq National Market symbol........... NANO
4 Summary Consolidated Financial Data (In thousands, except per share data) The information under "As Adjusted" in the balance sheet data below reflect the receipt of the estimated net proceeds from the sale of 1,750,000 shares of common stock by us in this offering at an assumed public offering price of $36.50 per share.
Years Ended December 31, ------------------------------- 1996 1997 1998 1999 ------- ------- ------- ------- Statement of Operations Data: Total net revenues............................. $30,336 $36,657 $33,264 $36,408 Gross profit................................... 16,139 20,933 16,593 17,242 Income from operations......................... 6,213 9,132 2,410 3,740 Net income..................................... 3,993 5,757 1,830 2,634 Net income per share: Basic........................................ $ 0.50 $ 0.69 $ 0.21 $ 0.30 Diluted...................................... $ 0.47 $ 0.65 $ 0.20 $ 0.28 Shares used in per share computation: Basic........................................ 8,047 8,325 8,635 8,829 Diluted...................................... 8,524 8,820 9,041 9,393
Quarters Ended ---------------------------------------------------------------------- June Dec. Mar. 31, 30, Sep. 30, 30, Mar. 31, June 30, Sep. 30, Dec. 31, 1998 1998 1998 1998 1999 1999 1999 1999 -------- ------- -------- ------- -------- -------- -------- -------- Total net revenues...... $10,538 $10,728 $7,005 $ 4,993 $6,189 $7,523 $9,821 $12,875 Gross profit............ 5,924 5,732 3,357 1,580 2,533 3,522 4,669 6,518 Income (loss) from operations............. 915 2,446 491 (1,442) (401) 395 1,321 2,425 Net income (loss)....... 624 1,495 394 (683) (201) 304 900 1,631 Net income (loss) per share Basic................. $ 0.07 $ 0.17 $ 0.05 $ (0.08) $(0.02) $ 0.03 $ 0.10 $ 0.18 Diluted............... $ 0.07 $ 0.17 $ 0.04 $ (0.08) $(0.02) $ 0.03 $ 0.10 $ 0.17 Shares used in per share computation Basic................. 8,545 8,641 8,669 8,686 8,701 8,757 8,823 9,033 Diluted............... 8,978 9,003 9,074 8,686 8,701 9,177 9,347 9,842
December 31, 1999 ---------------- As Actual Adjusted ------- -------- Balance Sheet Data: Cash, cash equivalents and short-term investments.............. $18,140 $77,383 Working capital................................................ 36,021 95,264 Total assets................................................... 46,410 105,653 Debt obligations, less current obligations..................... 2,288 2,288 Total shareholders' equity..................................... 38,155 97,398
5 RISK FACTORS You should carefully consider the risks described below together with all of the other information included in or incorporated by reference into this prospectus before making an investment decision. The risks and uncertainties described below are not the only ones facing our company. If any of the following risks actually occurs, our business, financial condition or operating results could be harmed. In such case, the trading price of our common stock could decline, and you could lose all or part of your investment. Risks Related to Our Business Cyclicality in the semiconductor, flat panel display and magnetic recording head industries has led to substantial decreases in demand for our systems and may from time to time continue to do so Our operating results have varied significantly due to the cyclical nature of the semiconductor, flat panel display and magnetic recording head industries. The majority of our business depends upon the capital expenditures of semiconductor device and capital equipment manufacturers. These manufacturers' capital expenditures, in turn, depend upon the current and anticipated market demand for semiconductors and products using semiconductors. The semiconductor industry is cyclical and has historically experienced periodic downturns. These downturns have often resulted in substantial decreases in the demand for capital equipment, including metrology systems. We have found that the resulting decrease in capital expenditures has typically been more pronounced than the precipitating downturn in semiconductor device industry revenues. We expect the cyclical nature of the semiconductor industry, and therefore, our business, to continue. Any future downturn in the semiconductor industry will likely seriously harm our business. We are highly dependent on international sales and operations, which exposes us to foreign political and economic risks Sales to customers in foreign countries accounted for approximately 61.8% and 60.9% of our total net revenues in 1998 and 1999, respectively. We maintain facilities in Japan and Korea. We anticipate that international sales will continue to account for a significant portion of our revenues. Our reliance on international sales and operations exposes us to foreign political and economic risks, including: . political, social and economic instability; . trade restrictions and changes in tariffs; . import and export license requirements and restrictions; . difficulties in staffing and managing international operations; . disruptions in international transport or delivery; . fluctuations in currency exchange rates; . difficulties in collecting receivables; and . potentially adverse tax consequences. If any of these risks materialize, our international sales could decrease and our foreign operations could suffer. Because we derive a significant portion of our revenues from sales in Asia, our sales and results of operations could be adversely affected by the instability of Asian economies Our sales to customers in Asian markets represented approximately 45.6% and 53.7% of our total net revenues in 1998 and 1999, respectively. Countries in the Asia Pacific region, including Japan, Korea and Taiwan, each of which accounted for a significant portion of our business in that region, have experienced general economic weaknesses over the last several years. These weaknesses began to adversely affect our sales 6 to semiconductor manufacturers located in these regions in the third and fourth quarters of 1998 and continued through the first half of 1999. Although we have recently received increased orders from customers in the Asia Pacific region, any further instability in the Asian markets could harm our sales in future periods. Our largest customers account for a significant portion of our revenues, and our revenues would significantly decline if one or more of these customers were to purchase significantly fewer of our systems or if they delayed or cancelled a large order Historically, a significant portion of our revenues in each quarter and year has been derived from sales to relatively few customers, and we expect this trend to continue. If any of our key customers were to purchase significantly fewer systems, or if a large order were delayed or cancelled, our revenues would significantly decline. In 1999, revenue from our ten largest customers accounted for approximately 59.5% of our total net revenues. In 1998, sales to International Business Machines Corp. accounted for 11.2% of our total net revenues. In 1999, sales to Applied Materials and TSMC represented 12.8% and 10.5% of our total net revenues, respectively. There are only a limited number of large companies operating in the semiconductor, flat panel display and magnetic recording head industries. Accordingly, we expect that we will continue to depend on a small number of large customers for a significant portion of our revenues for at least the next several years. In addition, as large semiconductor, flat panel display and magnetic recording head manufacturers and suppliers seek to establish closer relationships with their suppliers, we expect that our customer base will become even more concentrated. The success of our product development efforts depends on our ability to anticipate market trends and the price, performance and functionality requirements of semiconductor device manufacturers. In order to anticipate these trends and ensure that critical development projects proceed in a coordinated manner, we must continue to collaborate closely with our customers. Our relationships with our customers provide us with access to valuable information regarding industry trends, which enables us to better plan our product development activities. If our current relationships with our large customers are impaired, or if we are unable to develop similar collaborative relationships with important customers in the future, our long-term ability to produce commercially successful systems will be impaired. We depend on Applied Materials for sales of our integrated metrology systems, and the loss of Applied Materials as a customer could harm our business We believe that sales of integrated metrology systems will be an important source of future revenues. We have entered into an agreement with Applied Materials to supply metrology systems for Applied Materials' CMP systems, including the Mirra Mesa(TM) CMP system. This agreement restricts us from supplying integrated film thickness systems for use in CMP applications to any company other than Applied Materials. This agreement is not a long-term contract and is terminable under various circumstances within a short period of time. Sales of our integrated metrology systems depend upon Applied Materials selling semiconductor equipment products that include our metrology systems as components. If Applied Materials is unable to sell such products, or if Applied Materials chooses to focus its attention on products that do not integrate our systems, our business could suffer. We may be unable to retain Applied Materials as a customer. If we lose Applied Materials as a customer for any reason, our ability to realize sales from integrated metrology systems would be significantly diminished, which would harm our business. Our quarterly operating results have varied in the past and probably will continue to vary significantly in the future, which will cause volatility in our stock price Our quarterly operating results have varied significantly in the past and are likely to vary in the future, which could cause our stock price to decline. Some of the factors that may influence our operating results and subject our stock to extreme price and volume fluctuations include: . changes in customer demand for our systems; . economic conditions in the semiconductor, flat panel display and magnetic recording head industries; 7 . the timing, cancellation or delay of customer orders and shipments; . market acceptance of our products and our customers' products; . competitive pressures on product prices and changes in pricing by our customers or suppliers; . the timing of new product announcements and product releases by us or our competitors and our ability to design, introduce and manufacture new products on a timely and cost-effective basis; . the timing of acquisitions of businesses, products or technologies; . the levels of our fixed expenses, including research and development costs associated with product development, relative to our revenue levels; and . fluctuations in foreign currency exchange rates, particularly the Japanese yen. Due to the foregoing factors and other factors described in this "Risk Factors" section, we believe that period-to-period comparisons of our operating results are not necessarily meaningful, and you should not view these operating results as indicators of our future performance. If our operating results in any period fall below the expectations of securities analysts and investors, the market price of our common stock would likely decline. We obtain some of the components and subassemblies included in our systems from a single source or a limited group of suppliers, and the partial or complete loss of one of these suppliers could cause production delays and a substantial loss of revenue We rely on outside vendors to manufacture many components and subassemblies. Certain components, subassemblies and services necessary for the manufacture of our systems are obtained from a sole supplier or limited group of suppliers. We do not maintain any long-term supply agreements with any of our suppliers. We have entered into arrangements with J.A. Woollam Company for the purchase of the spectroscopic ellipsometer component, Midac Corporation for the purchase of the FTIR spectrometer component, and Kensington Laboratories for the robotics incorporated in our advanced measurement systems. Our reliance on a sole or a limited group of suppliers involves several risks, including the following: . we may be unable to obtain an adequate supply of required components; . we have reduced control over pricing and the timely delivery of components and subassemblies; and . our suppliers may be unable to develop technologically advanced products to support our growth and development of new systems. Because the manufacturing of certain of these components and subassemblies involves extremely complex processes and requires long lead times, we may experience delays or shortages caused by suppliers. We believe that alternative sources could be obtained and qualified, if necessary, for most sole and limited source parts. However, if we were forced to seek alternative sources of supply or to manufacture such components or subassemblies internally, we may be forced to redesign our systems, which could prevent us from shipping our systems to customers on a timely basis. Some of our suppliers have relatively limited financial and other resources. Any inability to obtain adequate deliveries, or any other circumstance that would restrict our ability to ship our products, could damage relationships with current and prospective customers and could harm our business. Our current and potential competitors have significantly greater resources than we do, and increased competition could impair sales of our products We operate in the highly competitive semiconductor, flat panel display and magnetic recording head industries and face competition from a number of companies, many of which have greater financial, engineering, manufacturing, marketing and customer support resources than we do. As a result, our competitors 8 may be able to respond more quickly to new or emerging technologies or market developments by devoting greater resources to the development, promotion and sale of products, which could impair sales of our products. Moreover, there has been significant merger and acquisition activity among our competitors and potential competitors. These transactions by our competitors and potential competitors may provide them with a competitive advantage over us by enabling them to rapidly expand their product offerings and service capabilities to meet a broader range of customer needs. Many of our customers and potential customers in the semiconductor, flat panel display and magnetic recording head industries are large companies that require global support and service for their metrology systems. Variations in the amount of time it takes for us to sell our systems may cause fluctuations in our operating results, which could cause our stock price to decline Variations in the length of our sales cycles could cause our revenues to fluctuate widely from period to period. Our customers generally take a long time to evaluate our metrology systems. We expend significant resources educating and providing information to our prospective customers regarding the uses and benefits of our systems. The length of time it takes for us to make a sale depends upon many factors, including: . the efforts of our sales force and our independent sales representatives and distributors; . the complexity of the customer's metrology needs; . the internal technical capabilities and sophistication of the customer; . the customer's budgetary constraints; and . the quality and sophistication of the customer's current processing equipment. Because of the number of factors influencing the sales process, the period between our initial contact with a customer and the time when we recognize revenue from that customer, if ever, varies widely. Our sales cycles, including the time it takes for us to build a product to customer specifications after receiving an order, typically range from three to six months. Sometimes our sales cycles can be much longer, particularly with customers in Asia. During these cycles, we commit substantial resources to our sales efforts in advance of receiving any revenue, and we may never receive any revenue from a customer despite our sales efforts. If we do make a sale, our customers often purchase only one of our systems, and then evaluate its performance for a lengthy period of time before purchasing additional systems. The purchases are generally made by purchase orders and not long-term contracts. The number of additional products a customer purchases, if any, depends on many factors, including a customer's capacity requirements. The period between a customer's initial purchase and any subsequent purchases can vary from three months to a year or longer, and variations in the length of this period could cause fluctuations in our operating results and stock price. Relatively small fluctuations in our system costs may cause our operating results to vary significantly each quarter During any quarter, a significant portion of our revenue is derived from the sale of a relatively small number of systems. Our automated metrology systems range in price from approximately $200,000 to $700,000 per system, our integrated metrology systems range in price from approximately $90,000 to $295,000 per system and our tabletop metrology systems range in price from approximately $50,000 to $200,000 per system. Accordingly, a small change in the number of systems we sell will cause significant changes in our operating results. We depend on orders that are received and shipped in the same quarter and therefore have limited visibility of future product shipments Our net sales in any given quarter depend upon a combination of orders received in that quarter for shipment in that quarter and shipments from backlog. Our backlog at the beginning of each quarter does not 9 include all systems sales needed to achieve expected revenues for that quarter. Consequently, we are dependent on obtaining orders for systems to be shipped in the same quarter that the order is received. Moreover, customers may reschedule shipments, and production difficulties could delay shipments. Accordingly, we have limited visibility of future product shipments, and our results of operations are subject to significant variability from quarter to quarter. Because of the high cost of switching equipment vendors in our markets, it is sometimes difficult for us to win customers from our competitors even if our metrology systems are superior to theirs We believe that once a semiconductor, flat panel display or magnetic recording head customer has selected one vendor's metrology system, the customer generally relies upon that system and, to the extent possible, subsequent generations of the same vendor's system, for the life of the application. Once a vendor's metrology system has been installed, a customer must often make substantial technical modifications and may experience downtime in order to switch to another vendor's metrology system. Accordingly, unless our systems offer performance or cost advantages that outweigh a customer's expense of switching to our systems, it will be difficult for us to achieve significant sales to that customer once it has selected another vendor's system for an application. If we deliver systems with defects, our credibility will be harmed and the sales and market acceptance of our systems will decrease Our systems are complex and sometimes have contained errors, defects and bugs when introduced. If we deliver systems with errors, defects or bugs, our credibility and the market acceptance and sales of our systems would be harmed. Further, if our systems contain errors, defects or bugs, we may be required to expend significant capital and resources to alleviate such problems. Defects could also lead to product liability as a result of product liability lawsuits against us or against our customers. We have agreed to indemnify our customers in some circumstances against liability arising from defects in our systems. In the event of a successful product liability claim, we could be obligated to pay damages significantly in excess of our product liability insurance limits. If we are not successful in developing new and enhanced metrology systems we will likely lose market share to our competitors We operate in an industry that is subject to technological changes, changes in customer demands and the introduction of new, higher performance systems with short product life cycles. To be competitive, we must continually design, develop and introduce in a timely manner new metrology systems that meet the performance and price demands of semiconductor, flat panel display and magnetic recording head manufacturers and suppliers. We must also continue to refine our current systems so that they remain competitive. We may experience difficulties or delays in our development efforts with respect to new systems, and we may not ultimately be successful in developing them. Any significant delay in releasing new systems could adversely affect our reputation, give a competitor a first-to-market advantage or cause a competitor to achieve greater market share. Successful infringement claims by third parties could result in substantial damages, lost product sales and the loss of important intellectual property rights by us Our commercial success depends in part on our ability to avoid infringing or misappropriating patents or other proprietary rights owned by third parties. From time to time we have received communications from third parties asserting that our products infringe, or may infringe, the proprietary rights of these third parties. We are presently discussing patent issues with Therma-Wave, Inc. We believe that Therma-Wave's Opti-Probe product line may infringe on a patent issued to us relating to absolute reflectance measurement. Therma-Wave alleges that some of our thin film thickness measurement products may infringe on a Therma-Wave patent relating to the 10 combination of a spectroscopic reflectometer with a spectroscopic ellipsometer. Although we believe that none of our products infringe on a valid Therma-Wave patent, if this matter is resolved against us, our business could be harmed. Additionally, some customers of ours have received notices from The Lemelson Medical, Education, & Research Foundation, a limited partnership, alleging that equipment used in the manufacture of semiconductor products infringes on their patents. A number of these customers have notified us that they are seeking indemnification from us for any damages and expenses resulting from this matter. Certain of our customers have engaged in litigation with the late Mr. Lemelson involving a number of his patents and some of these cases have been settled. Although the ultimate outcome of these matters is not presently determinable, the resolution of all such pending matters could harm our business. These claims of infringement may lead to protracted and costly litigation that could require us to pay substantial damages or have the sale of our products stopped by an injunction. Infringement claims could also cause product delays or require us to redesign our products, and these delays could result in the loss of substantial revenues. We may also be required to obtain a license from the third party or cease activities utilizing the third party's proprietary rights. We may not be able to enter into such a license or such license may not be available on commercially reasonable terms. The loss of an infringement action or the inability to license a third party's intellectual property could therefore prevent our ability to sell our products, or require us to redesign our products making the sale of such products more expensive for us. We may be required to initiate litigation in order to enforce any patents issued to or licensed by us, or to determine the scope or validity of a third party's patent or other proprietary rights. Any such litigation, regardless of outcome, could be expensive and time consuming, and could subject us to significant liabilities or require us to re-engineer our product or obtain expensive licenses from third parties. If we fail to adequately protect our intellectual property, it will be easier for our competitors to sell competing products Our future success and competitive position depend in part upon our ability to obtain and maintain proprietary technology for our principal product families, and we rely, in part, on patent, trade secret and trademark law to protect that technology. If we fail to adequately protect our intellectual property, it will be easier for our competitors to sell competing products. We own or have licensed a number of patents relating to our metrology systems, and have filed applications for additional patents. Any of our pending patent applications may be rejected, and we may not in the future be able to develop additional proprietary technology that is patentable. In addition, the patents we do own or that have been issued or licensed to us may not provide us with competitive advantages and may be challenged by third parties. Third parties may also design around these patents. In addition to patent protection, we rely upon trade secret protection for our confidential and proprietary information and technology. We routinely enter into confidentiality agreements with our employees. However, in the event that these agreements may be breached, we may not have adequate remedies. Our confidential and proprietary information and technology might also be independently developed by or become otherwise known to third parties. We must expend a significant amount of time and resources to develop new products, and if these products do not achieve commercial acceptance, our operating results may suffer We expect to spend a significant amount of time and resources to develop new systems and refine existing systems. In light of the long product development cycles inherent in our industry, these expenditures will be made well in advance of the prospect of deriving revenue from the sale of new systems. Our ability to commercially introduce and successfully market new systems is subject to a wide variety of challenges during this development cycle that could delay introduction of these systems. In addition, since our customers are not obligated by long-term contracts to purchase our systems, our anticipated product orders may not materialize, or orders that do materialize may be cancelled. As a result, if we do not achieve market acceptance of new products, our operating results will suffer. 11 We must attract and retain key personnel with relevant industry knowledge to help support our future growth, and competition for such personnel in our industry is intense Our success depends to a significant degree upon the continued contributions of our key management, engineering, sales and marketing, customer support, finance and manufacturing personnel. We do not enter into employment contracts with any of our key personnel. The loss of any of these key personnel, who would be extremely difficult to replace, could harm our business and operating results. To support our future growth, we will need to attract and retain additional qualified employees. Competition for such personnel in our industry is intense, and we may not be successful in attracting and retaining qualified employees. We manufacture all of our systems at a limited number of facilities, and any prolonged disruption in the operations of those facilities could reduce our revenues We produce all of our systems in our manufacturing facilities located in Sunnyvale, California and through our subsidiaries in Japan and Korea. Our manufacturing processes are highly complex and require sophisticated, costly equipment and specially designed facilities. As a result, any prolonged disruption in the operations of our manufacturing facilities could seriously harm our ability to satisfy our customer order deadlines. If we cannot deliver our systems in a timely manner, our revenues will likely suffer. If we choose to acquire new and complementary businesses, products or technologies instead of developing them ourselves, we may be unable to complete these acquisitions or may not be able to successfully integrate an acquired business in a cost-effective and non-disruptive manner Our success depends on our ability to continually enhance and broaden our product offerings in response to changing technologies, customer demands and competitive pressures. To this end, from time to time we have acquired complementary businesses, products, or technologies instead of developing them ourselves and may choose to do so in the future. We do not know if we will be able to complete any acquisitions, or whether we will be able to successfully integrate any acquired business, operate it profitably or retain its key employees. Integrating any business, product or technology we acquire could be expensive and time consuming, disrupt our ongoing business and distract our management. In addition, in order to finance any acquisitions, we might need to raise additional funds through public or private equity or debt financings. In that event, we could be forced to obtain financing on terms that are not favorable to us and, in the case of equity financing, that result in dilution to our shareholders. If we are unable to integrate any acquired entities, products or technologies effectively, our business will suffer. In addition, any amortization of goodwill or other assets or charges resulting from the costs of acquisitions could harm our business and operating results. Our efforts to protect our intellectual property may be less effective in some foreign countries where intellectual property rights are not as well protected as in the United States In 1998 and 1999, 61.8% and 60.9%, respectively, of our total net revenues were derived from sales to customers in foreign countries, including certain countries in Asia, such as Taiwan, Korea and Japan. The laws of some foreign countries do not protect our proprietary rights to as great an extent as do the laws of the United States, and many U.S. companies have encountered substantial problems in protecting their proprietary rights against infringement in such countries. For example, Taiwan is not a signatory of the Patent Cooperation Treaty, which is designed to specify rules and methods for defending intellectual property internationally. The publication of a patent in Taiwan prior to the filing of a patent in Taiwan would invalidate the ability of a company to obtain a patent in Taiwan. Similarly, in contrast to the United States, where the contents of patents remain confidential during the patent prosecution process, the contents of a patent are published upon filing, which provides competitors an advanced view of the contents of a patent application prior to the establishment of patent rights. If we fail to adequately protect our intellectual property in these countries, it would be easier for our competitors to sell competing products in those countries. 12 Risks Relating to this Offering Our stock price is volatile and our stock is thinly traded, which could cause investors to lose a substantial part of their investments in our stock The stock market in general, and the stock prices of technology companies in particular, have recently experienced volatility which has often been unrelated to the operating performance of any particular company or companies. In 1999, our stock price reached a high of $24.38 and a low of $5.38. Our stock price could decline regardless of our actual operating performance and investors could lose a substantial part of their investments as a result of industry or market-based fluctuations. In addition, our stock has traditionally traded thinly. If an active public market for our stock does not develop, or if such a market is not sustained after this offering, it may be difficult to resell our stock. The market price of our common stock will likely fluctuate in response to a number of factors including the following: . our failure to meet the performance estimates of securities analysts; . changes in financial estimates of our revenues and operating results or buy/sell recommendations by securities analysts; . the timing of announcements by us or our competitors of significant products, contracts or acquisitions; and . general stock market conditions. One shareholder will continue to have significant influence over our business after this offering, and could delay, deter or prevent a change of control or other business combination Upon completion of this offering, Vincent J. Coates will beneficially own approximately 33.3% of our outstanding stock, or 30.2% if the underwriters' option to purchase additional shares is exercised in full. Mr. Coates is also our Chairman of the Board of Directors. The interests of this shareholder may not always coincide with our interests or those of our other shareholders. By virtue of his stock ownership and board representation, this shareholder will continue to have a significant influence over all matters submitted to our board and our shareholders, and will be able to exercise significant control over our business, policies and affairs. Through the concentration of voting power, the shareholder could cause us to take actions that we would not consider absent his influence, or could delay, deter or prevent a change of control of our company or other business combination that might otherwise be beneficial to our public shareholders. Shares eligible for future sale may negatively affect our stock price If our shareholders sell substantial amounts of common stock (including shares issued upon the exercise of options) in the public market following this offering, the market price of our common stock could fall. The perception that such sales may occur could cause the market price of our common stock to fall on or before the date those shares are first eligible for sale. Such sales also might make it more difficult for us to sell securities in the future at a time and price that we deem appropriate. Upon completion of this offering, we have outstanding approximately 10,913,998 shares of common stock (based upon shares outstanding as of December 31, 1999), assuming no exercise of the underwriters' over-allotment option and no exercise of outstanding options after December 31, 1999. Of these shares, all of the 3,500,000 shares sold in this offering and approximately 1,666,512 additional shares will be freely tradeable. Additionally, approximately 5,747,486 shares will be eligible for sale in the public market 90 days after the date of this prospectus upon expiration of lock-up agreements with the underwriters. 13 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS We have made forward-looking statements in this prospectus and in the documents that are incorporated by reference in this prospectus, all of which are subject to risks and uncertainties. Forward-looking statements include information concerning our possible or assumed future results of operations. Also, when we use words such as "believe," "expect," "anticipate" or similar expressions, we are making forward-looking statements. You should note that an investment in our common stock involves certain risks and uncertainties that could affect our future financial results. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in "Risk Factors" and elsewhere in this prospectus. We believe it is important to communicate our expectations to our investors. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The risk factors described in the preceding pages, as well as any cautionary language in this prospectus, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Before you invest in our common stock, you should be aware that the occurrence of the events described in these risk factors and elsewhere in this prospectus could materially and adversely affect our business, operating results and financial condition. 14 USE OF PROCEEDS The net proceeds we will receive from the sale of 1,750,000 shares of our common stock in this offering are estimated to be $59.2 million, or $68.2 million if the underwriters' over-allotment option is exercised in full, based on an assumed public offering price of $36.50 per share and after deducting the estimated underwriting discount and offering expenses we will pay. We expect to use the net proceeds from this offering for working capital and other general corporate purposes. In addition, we may use a portion of the net proceeds to acquire complementary products, technologies or businesses or make strategic investments. However, we have no commitments or agreements for any acquisitions or investments. Pending the uses described above, we intend to invest the net proceeds in interest-bearing, investment-grade securities. We will not receive any proceeds from the sale of the shares being sold by the selling shareholders. PRICE RANGE OF COMMON STOCK Our common stock is quoted on the Nasdaq National Market under the symbol "NANO". The following table sets forth, for the periods indicated, the high and low sale prices per share of our common stock as reported on the Nasdaq National Market. These quotations represent prices between dealers and do not include retail markups, markdowns or commissions and may not necessarily represent actual transactions.
High Low ------ ------ 1998 First Quarter.................................................. $10.75 $ 7.81 Second Quarter................................................. $10.13 $ 7.85 Third Quarter.................................................. $ 9.25 $ 3.78 Fourth Quarter................................................. $ 8.88 $ 4.31 1999 First Quarter.................................................. $ 9.88 $ 5.38 Second Quarter................................................. $ 9.63 $ 5.50 Third Quarter.................................................. $10.75 $ 6.50 Fourth Quarter................................................. $24.38 $ 8.88 2000 First Quarter (through February 28, 2000)...................... $52.13 $18.13
On February 28, 2000, the last reported sale price of our common stock on the Nasdaq National Market was $36.50 per share. As of December 31, 1999, there were approximately 120 shareholders of record of our common stock. DIVIDEND POLICY We have never declared or paid any cash dividends on our capital stock. We currently expect to retain future earnings, if any, for the use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. 15 CAPITALIZATION The following table sets forth our capitalization as of December 31, 1999 (1) on an actual basis and (2) on an as adjusted basis to give effect to our sale and issuance of 1,750,000 shares of common stock in this offering at an assumed public offering price of $36.50 per share having estimated net proceeds of $59.2 million. The following information is based upon shares outstanding as of December 31, 1999. It excludes, as of December 31, 1999, 1,494,664 shares of common stock subject to outstanding options at a weighted average exercise price of $7.49 per share and 479,172 shares of common stock available for future grant under our stock option and stock purchase plans.
December 31, 1999 ---------------- As Actual Adjusted ------- -------- (In thousands) Debt obligations, less current portion........................ $ 2,288 $ 2,288 ------- ------- Shareholders' equity: Common stock; no par value; 25,000,000 shares authorized; shares issued and outstanding: 9,163,998 actual and 10,913,998 as adjusted..................................... 17,277 76,520 Retained earnings............................................. 20,608 20,608 Accumulated other comprehensive income........................ 270 270 ------- ------- Total shareholders' equity................................ 38,155 97,398 ------- ------- Total capitalization...................................... $40,443 $99,686 ======= =======
16 SELECTED CONSOLIDATED FINANCIAL DATA The selected consolidated financial data set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes included elsewhere in this prospectus or incorporated herein by reference. The consolidated statement of operations data set forth below for the fiscal years ended December 31, 1997, 1998 and 1999, and the consolidated balance sheet data as of December 31, 1998 and 1999, have been derived from our consolidated financial statements included elsewhere in this prospectus, and have been audited by Deloitte & Touche LLP, independent auditors. The consolidated statement of operations data set forth below for the fiscal years ended December 31, 1995 and 1996, and the consolidated balance sheet data as of December 31, 1995, 1996 and 1997, have been derived from our consolidated financial statements not included in this prospectus, and have been audited by Deloitte & Touche LLP, independent auditors. The historical results are not necessarily indicative of results to be expected for any future period.
Years Ended December 31, ------------------------------------------- 1995 1996 1997 1998 1999 ------- ------- ------- ------- ------- (In thousands, except per share data) Consolidated Statement of Operations Data: Net revenues: Product sales.................... $18,117 $24,603 $32,767 $29,718 $32,162 Service.......................... 4,642 5,733 3,890 3,546 4,246 ------- ------- ------- ------- ------- Total net revenues............. 22,759 30,336 36,657 33,264 36,408 ------- ------- ------- ------- ------- Costs and expenses: Cost of product sales............ 8,189 10,109 12,092 13,002 14,606 Cost of service.................. 3,406 4,088 3,632 3,669 4,560 Research and development......... 2,631 2,754 2,986 4,206 4,658 Acquired in-process research and development..................... -- -- -- 1,421 -- Selling.......................... 3,712 4,696 6,050 5,728 5,871 General and administrative....... 2,180 2,476 2,765 2,828 2,973 ------- ------- ------- ------- ------- Total costs and expenses....... 20,118 24,123 27,525 30,854 32,668 ------- ------- ------- ------- ------- Income from operations............ 2,641 6,213 9,132 2,410 3,740 ------- ------- ------- ------- ------- Other income (expense): Interest income.................. 302 390 535 572 662 Interest expense................. (152) (92) (110) (108) (180) Other, net....................... 674 146 (175) 64 94 ------- ------- ------- ------- ------- Total other income, net........ 824 444 250 528 576 ------- ------- ------- ------- ------- Income before income taxes........ 3,465 6,657 9,382 2,938 4,316 Provision (benefit) for income taxes............................ (812) 2,664 3,625 1,108 1,682 ------- ------- ------- ------- ------- Net income........................ $ 4,277 $ 3,993 $ 5,757 $ 1,830 $ 2,634 ======= ======= ======= ======= ======= Net income per share: Basic............................ $ 0.56 $ 0.50 $ 0.69 $ 0.21 $ 0.30 ======= ======= ======= ======= ======= Diluted.......................... $ 0.52 $ 0.47 $ 0.65 $ 0.20 $ 0.28 ======= ======= ======= ======= ======= Shares used in per share computation: Basic............................ 7,604 8,047 8,325 8,635 8,829 ======= ======= ======= ======= ======= Diluted.......................... 8,280 8,524 8,820 9,041 9,393 ======= ======= ======= ======= =======
17
December 31, --------------------------------------- 1995 1996 1997 1998 1999 ------- ------- ------- ------- ------- (In thousands) Consolidated Balance Sheet Data: Cash, cash equivalents and short-term investments.......................... $ 8,083 $ 8,382 $13,251 $11,431 $18,140 Working capital....................... 18,338 22,613 28,653 30,621 36,021 Total assets.......................... 25,167 29,964 36,243 39,305 46,410 Debt obligations, less current portion.............................. 3,528 3,296 2,568 2,496 2,288 Total shareholders' equity............ 17,574 22,060 28,528 32,010 38,155
18 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this prospectus. Our discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives and intentions. Our actual results may differ materially from those predicted in such forward-looking statements. See "Special Note Regarding Forward-Looking Statements." Overview We are a leader in the design, manufacture, marketing and support of thin film metrology systems for the semiconductor, flat panel display and magnetic recording head industries. We have made several strategic changes in our business over the past two years that have positioned us to further participate in these markets. These changes include: . becoming an original equipment manufacturer, or OEM, of metrology systems that are integrated into various types of semiconductor processing equipment; . the development of new products that can be used for 300 millimeter wafers and chemical mechanical planarization; . an increased emphasis on product development, manufacturing and direct sales in Japan and Korea; . a shift to direct sales from third-party representatives in Asia and the United States; . a decision to outsource certain system components such as robotics, enabling us to leverage our technical resources; . the acquisition of an overlay registration product line from Optical Specialties, Inc. in March 1998 (see "Acquisition" for more information on the product line acquisition); and . the acquisition of inspection and metrology technology from Phase Metrics in December 1999. Our business is dependent upon the capital expenditures of manufacturers of semiconductors, flat panel displays and magnetic recording heads and their suppliers. The demand by these manufacturers and suppliers for our products is, in turn, dependent on the current and future market demand for semiconductors and products utilizing semiconductors, disk drives and computers that utilize disk drives and flat panel displays for use in laptop computers, pagers, cell phones and a variety of other applications. The increasing complexity of the manufacturing processes for semiconductors, flat panel displays and magnetic recording heads is also an important factor in the demand for our metrology systems. We derive our revenues from product sales and services, which include sales of accessories and service to the installed base of products. For the year ended December 31, 1999, we derived 88.3% of our total net revenues from product sales and 11.7% of our total net revenues from services. Revenues from product sales and replacement and spare parts are recognized at the time of shipment. Revenues from service work are recognized when performed. See note 1 of the notes to consolidated financial statements for more information on our revenue recognition policy. 19 Results of Operations The following table presents our consolidated statements of operations data as a percentage of total net revenues for the years ended December 31, 1997, 1998 and 1999:
Years Ended December 31, ---------------------------- 1997 1998 1999 -------- -------- -------- Net revenues: Product sales................................... 89.4% 89.3% 88.3% Service......................................... 10.6 10.7 11.7 -------- -------- -------- Total net revenues............................ 100.0 100.0 100.0 -------- -------- -------- Cost and expenses: Cost of product sales........................... 33.0 39.1 40.1 Cost of service................................. 9.9 11.0 12.5 Research and development........................ 8.1 12.7 12.8 Acquired in-process research and development.... -- 4.3 -- Selling......................................... 16.5 17.2 16.1 General and administrative...................... 7.6 8.5 8.2 -------- -------- -------- Total cost and expenses....................... 75.1 92.8 89.7 -------- -------- -------- Income from operations............................ 24.9 7.2 10.3 -------- -------- -------- Other income (expense): Interest income................................. 1.5 1.7 1.8 Interest expense................................ (0.3) (0.3) (0.5) Other, net...................................... (0.5) 0.2 0.3 -------- -------- -------- Total other income, net....................... 0.7 1.6 1.6 -------- -------- -------- Income before income taxes........................ 25.6 8.8 11.9 Provision for income taxes........................ 9.9 3.3 4.7 -------- -------- -------- Net income........................................ 15.7% 5.5% 7.2% ======== ======== ========
Years ended December 31, 1997, 1998 and 1999 Total net revenues. Total net revenues increased 9.5% from $33.3 million in 1998 to $36.4 million in 1999. Product sales increased 8.2% from $29.7 million in 1998 to $32.2 million in 1999. The increase in product sales resulted from stronger demand for and increased shipments of our products, especially in the U.S. and Asia. Service revenue increased 19.7% from $3.5 million in 1998 to $4.2 million in 1999. The increase in service revenue is primarily attributable to higher sales of parts, services and accessories in Asia and the U.S. in 1999 due in part to the recovery in the semiconductor market. Total net revenues decreased 9.3% from $36.7 million in 1997 to $33.3 million in 1998. Product sales decreased 9.3% from $32.8 million in 1997 to $29.7 million in 1998. The decrease in product sales resulted from slower worldwide demand for and decreased shipments of our products, especially in the U.S. and in Asia. Service revenue decreased 8.8% from $3.9 million in 1997 to $3.5 million in 1998. The decrease in service revenue is primarily attributable to lower sales of parts, services and accessories in Asia and the U.S. in 1998 due in part to increased functionality and reliability of our newer products. International revenues, which includes sales by our foreign subsidiaries, constituted approximately 60.9%, 61.8% and 60.3% of total net revenues for 1999, 1998 and 1997, respectively. In 1998, we experienced a 12.7% decrease in domestic revenues from $14.5 million in 1997 to $12.7 million in 1998, while international revenues decreased 7.1% from $22.1 million in 1997 to $20.6 million in 1998. 20 Cost of product sales. Cost of product sales as a percentage of product sales increased from 43.8% in 1998 to 45.4% in 1999 primarily as a result of lower volume purchasing resulting in fewer purchasing discounts for materials early in 1999. Cost of product sales as a percentage of product sales increased from 36.9% in 1997 to 43.8% in 1998 primarily because of lower sales volumes in 1998 resulting in higher per unit manufacturing costs. Cost of service. Cost of service as a percentage of service revenue increased from 103.5% in 1998 to 107.4% in 1999 primarily as a result of increased fixed service costs to support our growing installed based of systems at customer locations in 1999. Cost of service as a percentage of service revenue increased from 93.4% in 1997 to 103.5% in 1998. This increase was primarily attributable to the decline in the sales of accessories and parts while fixed service costs increased slightly to support our growing installed base of systems at customer locations in 1998. Research and development. Research and development expenses increased 10.7% from $4.2 million in 1998 to $4.7 million in 1999 as a result of additional headcount and a purchase of technology from Phase Metrics in the fourth quarter of 1999. Research and development expenses increased 40.9% from $3.0 million in 1997 to $4.2 million in 1998 due to the development of our new Metra overlay registration product line and our new NanoSpec 9000 integrated film thickness metrology product line. We are committed to the development of new and enhanced products and believe that new product introductions are required for us to maintain our competitive position. During 1999, research and development expenses represented 12.8% of total net revenues, compared to 12.7% in 1998 and 8.1% in 1997. Acquired in-process research and development. In the first quarter of 1998, we paid approximately $3.2 million for the assets and technology related to the Metra product line from Optical Specialties. Of this purchase price, $1.4 million related to the value of in-process research and development that had no alternative future use and was charged to expense during the year ended December 31, 1998. Our increase in research and development expenses discussed above is primarily attributable to efforts to bring the acquired in-process technology to completion. See "Acquisition" for further discussion. Selling. Selling expenses increased 2.5% from $5.7 million in 1998 to $5.9 million in 1999 primarily because of higher sales in 1999. Selling expenses decreased 5.3% from $6.1 million in 1997 to $5.7 million in 1998 primarily due to lower commission expenses and other expenses associated with lower sales levels in 1998. In 1999 selling expenses represented 16.1% of total net revenues, compared to 17.2% in 1998 and 16.5% in 1997. General and administrative. General and administrative expenses increased 5.1% from $2.8 million in 1998 to $3.0 million in 1999 as a result of higher spending associated with the increase in total net revenues. General and administrative expenses in 1997 remained essentially unchanged from 1998 at $2.8 million. During 1999, general and administrative expenses represented 8.2% of total net revenues, compared to 8.5% in 1998 and 7.6% in 1997. Total other income, net. Total other income, net increased 9.1% from $528,000 in 1998 to $576,000 in 1999 primarily due to higher interest income in 1999. Total other income, net increased 111.2% from $250,000 in 1997 to $528,000 in 1998 primarily due to lower exchange rate losses in 1998. Income taxes. Our effective income tax rate increased from 37.7% in 1998 to 39.0% in 1999 primarily due to a valuation allowance established in 1999 against the net defferred tax assets of our Japanese subsidiary. Our effective income tax rate decreased from 38.6% in 1997 to 37.7% in 1998 primarily as a result of income tax benefits realized from net operating losses in foreign tax jurisdictions. The effective income tax rates in 1999, 1998 and 1997 exceed the U.S. statutory rate due primarily to state income taxes partially offset by the realization of foreign sales corporation benefit. 21 Quarterly Results of Operations The following tables present unaudited quarterly results of operations in dollars and as a percentage of total net revenues for the eight quarters ended December 31, 1999. We believe that all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts stated below to present fairly such quarterly information. The operating results for any quarter are not necessarily indicative of results for any subsequent period.
Quarters Ended, -------------------------------------------------------------------------------- Mar. 31, June 30, Sep. 30, Dec. 31, Mar. 31, June 30, Sep. 30, Dec. 31, 1998 1998 1998 1998 1999 1999 1999 1999 -------- -------- -------- -------- -------- -------- -------- -------- (In thousands) Net revenues: Product sales.......... $ 9,618 $ 9,705 $ 6,249 $ 4,146 $ 5,265 $ 6,468 $ 8,717 $11,712 Service................ 920 1,023 756 847 924 1,055 1,104 1,163 ------- ------- ------- ------- ------- ------- ------- ------- Total net revenues... 10,538 10,728 7,005 4,993 6,189 7,523 9,821 12,875 ------- ------- ------- ------- ------- ------- ------- ------- Costs and expenses: Cost of product sales................. 3,629 4,029 2,813 2,531 2,552 2,984 3,976 5,094 Cost of service........ 985 967 835 882 1,104 1,017 1,176 1,263 Research and development........... 1,231 1,063 886 1,026 1,016 1,094 1,099 1,449 Acquired in process research and development........... 1,421 -- -- -- -- -- -- -- Selling................ 1,572 1,529 1,366 1,261 1,277 1,309 1,519 1,766 General and administrative........ 785 694 614 735 641 724 730 878 ------- ------- ------- ------- ------- ------- ------- ------- Total costs and expenses............ 9,623 8,282 6,514 6,435 6,590 7,128 8,500 10,450 ------- ------- ------- ------- ------- ------- ------- ------- Income (loss) from operations............. 915 2,446 491 (1,442) (401) 395 1,321 2,425 Total other income (expense), net......... 126 (3) 165 240 66 112 216 182 ------- ------- ------- ------- ------- ------- ------- ------- Income (loss) before income taxes........... 1,041 2,443 656 (1,202) (335) 507 1,537 2,607 Provision (benefit) for income taxes........... 417 948 262 (519) (134) 203 637 976 ------- ------- ------- ------- ------- ------- ------- ------- Net income (loss)....... 624 $ 1,495 $ 394 $ (683) $ (201) $ 304 $ 900 $ 1,631 ======= ======= ======= ======= ======= ======= ======= ======= Net income (loss) per share Basic.................. $ 0.07 $ 0.17 $ 0.05 $ (0.08) $ (0.02) $ 0.03 $ 0.10 $ 0.18 Diluted................ $ 0.07 $ 0.17 $ 0.04 $ (0.08) $ (0.02) $ 0.03 $ 0.10 $ 0.17 Shares used in per share computation Basic.................. 8,545 8,641 8,669 8,686 8,701 8,757 8,823 9,033 Diluted................ 8,978 9,003 9,074 8,686 8,701 9,177 9,347 9,842 Quarters Ended, -------------------------------------------------------------------------------- Mar. 31, June 30, Sep. 30, Dec. 31, Mar. 31, June 30, Sep. 30, Dec. 31, 1998 1998 1998 1998 1999 1999 1999 1999 -------- -------- -------- -------- -------- -------- -------- -------- Net revenues: Product sales.......... 91.3% 90.5% 89.2% 83.0% 85.1% 86.0% 88.8% 91.0% Service................ 8.7 9.5 10.8 17.0 14.9 14.0 11.2 9.0 ------- ------- ------- ------- ------- ------- ------- ------- Total net revenues... 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 ------- ------- ------- ------- ------- ------- ------- ------- Costs and expenses: Cost of product sales................. 34.4 37.6 40.2 50.7 41.2 39.7 40.5 39.6 Cost of service........ 9.3 9.0 11.9 17.7 17.8 13.5 12.0 9.8 Research and development........... 11.7 9.9 12.6 20.5 16.4 14.5 11.2 11.3 Acquired in process research and development........... 13.5 -- -- -- -- -- -- -- Selling................ 14.9 14.3 19.5 25.3 20.6 17.4 15.5 13.7 General and administrative........ 7.5 6.4 8.8 14.7 10.5 9.6 7.3 6.8 ------- ------- ------- ------- ------- ------- ------- ------- Total costs and expenses............ 91.3 77.2 93.0 128.9 106.5 94.7 86.5 81.2 ------- ------- ------- ------- ------- ------- ------- ------- Income (loss) from operations............. 8.7 22.8 7.0 (28.9) (6.5) 5.3 13.5 18.8 Total other income (expense), net......... 1.2 0.0 2.4 4.8 1.1 1.4 2.2 1.4 ------- ------- ------- ------- ------- ------- ------- ------- Income (loss) before income taxes........... 9.9 22.8 9.4 (24.1) (5.4) 6.7 15.7 20.2 Provision (benefit) for income taxes........... 4.0 8.9 3.8 (10.4) (2.2) 2.7 6.5 7.5 ------- ------- ------- ------- ------- ------- ------- ------- Net income (loss)....... 5.9% 13.9% 5.6% (13.7)% (3.2)% 4.0% 9.2% 12.7% ======= ======= ======= ======= ======= ======= ======= =======
22 Total net revenues for the quarters ended September 30, 1998, December 31, 1998 and March 31, 1999 were adversely affected as a result of decreased shipments of our products in the U.S. and Asia due primarily to slower worldwide demand in the semiconductor industry. In the first quarter of 1998, we paid approximately $3.2 million for the assets and technology related to the Metra product line from Optical Specialties. Of this purchase price, $1.4 million related to the value of in-process research and development that had no alternative future use and was charged to expense during the quarter ended March 31, 1998. See "Acquisition" for further discussion. During the quarter ended December 31, 1999, we benefited from a generalized recovery in the semiconductor industry. During each quarter we sell a relatively small number of systems, and therefore a slight change in the timing of shipments can have a significant impact on our quarterly results of operations. Our backlog at the beginning of each quarter does not include all systems sales needed to achieve expected revenues for that quarter. Consequently, we are dependent on obtaining orders for systems to be shipped in the same quarter that the order is received. Moreover, customers may reschedule shipments, and production difficulties could delay shipments. Accordingly, our results of operations are subject to significant variability from quarter to quarter and could be adversely affected in a particular quarter if shipments for that quarter were lower than anticipated. Because a relatively small group of customers may account for a significant percentage of our sales in any given period, the loss of any single customer could have a material, adverse effect on our results of operations. We believe that our quarterly and annual revenues, expenses and operating results could vary significantly in the future and that period-to-period comparisons should not be relied upon as indications of future performance. We may not sustain or increase our level of net revenues or our rate of revenue growth on a quarterly or annual basis. We may, in some future quarter, have operating results that will be below the expectations of stock market analysts and investors. In such event, the price of our common stock could decline. Acquisition On March 30, 1998, we purchased from Optical Specialties a metrology system product line and related assets used to measure the critical dimensions and overlay registration errors observed in sub-micron photolithography. Under the agreement, we paid approximately $3.2 million in cash for the assets and in- process research and development. The total purchase price and allocation among the tangible and intangible assets and liabilities acquired (including acquired in-process research and development) is summarized as follows (in thousands): Total purchase price--cash consideration................................ $3,225 ====== Purchase price allocation: Tangible assets....................................................... $1,923 Intangible assets*: Core and developed technology....................................... 419 Goodwill............................................................ 196 In-process research and development................................... 1,421 Liabilities........................................................... (734) ------ Total purchase price allocation......................................... $3,225 ======
- -------- * Intangible assets are being amortized using the straight-line method over a five-year useful life. The purchase price allocation and intangible valuation was based on our estimates of the after tax net cash flows and gave explicit consideration to the SEC's views on acquired in-process research and development as set forth in its September 9, 1998 letter to the American Institute of Certified Public Accountants. Specifically, the valuation gave consideration to the following: . the employment of a fair market value premise excludes any Nanometrics- specific considerations, which could result in estimates of investment value for the subject assets; and 23 . comprehensive due diligence concerning all potential intangible assets including trademarks/tradenames, patents, copyrights, noncompete agreements, assembled workforce and customer relationships and sales channel. The value of core technology was specifically addressed, with a view toward ensuring the relative allocations to core technology and in-process research and development were consistent with the relative contributions of each to the final product. The allocation to in-process research and development was based on a calculation that considered only the efforts completed as of the transaction date, and only the cash flow associated with these completed efforts for the products currently in process. As indicated above, we recorded a one-time charge of $1.4 million in the first quarter of 1998 for acquired in-process research and development related to the Metra 7000 development project that had not reached technological feasibility, had no alternative future use and for which successful development was uncertain. Our conclusion that the in-process development effort, or any material sub-component, had no alternative future use was reached in consultation with our engineering personnel and engineering personnel from Optical Specialties. The project to complete the Metra 7000 product included the completion of a software platform design started by Optical Specialties in 1997. As of the acquisition date, the Metra 7000 had yet to achieve technological feasibility since there was not a working prototype with a reliable new software design. At the time of acquisition, the estimated cost to complete this software and related development was approximately $300,000. We began shipments of the Metra 7000 product to a customer in June 1998 and it was at that time that we began to benefit from the acquired research and development related to the product. Significant assumptions used to determine the value of in-process research and development included several factors, including the following: . forecast of net cash flows that were expected to result from the development effort using projections prepared by us; and . percentage complete of 77.0% for the Metra 7000 project estimated by considering a number of factors, including the costs invested to date relative to total cost of the development effort and the amount of progress completed as of the acquisition date, on a technological basis, relative to the overall technological achievements required to achieve the functionality of the eventual product. The technological issues were addressed by engineering representatives from both us and Optical Specialties, and when estimating the value of the technology, the projected financial results of the acquired assets were estimated on a stand-alone basis without any consideration to potential synergic benefits or "investment value" related to the acquisition. Accordingly, separate projected cash flows were prepared for both the existing as well as the in-process Metra 7000 products. These projected results were based on the number of units sold times average selling price less the associated costs. After preparing the estimated cash flow from the product being developed, a portion of this cash flow was attributed to the core technology, which was embodied in the in-process Metra 7000 product line and enabled a quicker and more cost effective development of the Metra 7000. When estimating the value of the developed, core and in-process technologies, discount rates of 25.0%, 30.0% and 35.0%, respectively, were used. These discount rates considered both the status and risk associated with the respective cash flows as of the acquisition date. Liquidity and Capital Resources At December 31, 1999, our cash, cash equivalents and short-term investments totaled $18.1 million as compared to $11.4 million at December 31, 1998. Additionally, our working capital of $36.0 million at December 31, 1999 increased from $30.6 million at December 31, 1998. We believe our working capital, together with the proceeds of this offering, will be sufficient to meet our needs at least through the next twelve months. 24 Operating activities during 1999 provided cash of $7.1 million primarily from net income and changes in income taxes of $2.8 million. Investing activities used $5.9 million due to net purchases of short-term investments of $4.8 million and $1.0 million in capital expenditures and prepaid licenses fees. Financing activities provided cash of $816,000 primarily due to the sale of shares under the employee stock purchase and option plans offset by the net repayment of debt obligations in Japan of $1.3 million. Operating activities during 1998 provided net cash of $885,000 primarily from net income partially offset by working capital requirements. Investing activities used cash of $3.8 million, primarily to purchase the Metra product line, as previously discussed above, and to fund net purchases of short-term investments. Financing activities provided cash of $801,000 resulting primarily from the sale of shares under the employee stock purchase and option plans. Operating activities during 1997 provided net cash of $4.2 million primarily from net income partially offset by working capital requirements. Investing activities used cash of $3.1 million, primarily to purchase short-term investments in the U.S. Financing activities provided cash of $590,000 resulting from the sale of shares under the employee stock purchase and option plans. We have evaluated and will continue to evaluate the acquisition of products, technologies or businesses that are complementary to our business. These activities may result in product and business investments. For example, as previously discussed above, in March 1998, we purchased from Optical Specialties a metrology system product line and related assets. Under the agreement, we paid approximately $3.2 million in cash for the assets and technology. We funded this acquisition from our cash equivalents, short-term investments and cash flows from operations. New Accounting Pronouncements In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement requires companies to record derivatives on the balance sheet as assets or liabilities, measured at fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. SFAS No. 133 will be effective for us beginning in the first quarter of fiscal year 2001. Although we have not fully assessed the implications of SFAS No. 133, our management does not believe adoption of this statement will have a significant impact on our consolidated financial position, results of operations or cash flows. In December 1999, the Securities and Exchange Commission (SEC) released Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements." This bulletin summarizes certain interpretations and practices followed by the Division of Corporation Finance and the Office of the Chief Accountant of the SEC in administering the disclosure requirements of the Federal securities laws in applying generally accepted accounting principles to revenue recognition in financial statements. Application of the accounting and disclosures desired in the bulletin is required by the first fiscal quarter of 2000. Although we have not fully assessed the implications of SAB No. 101, our management does not believe adoption of this bulletin will have a significant impact on our consolidated financial position, results of operations or cash flows. Quantitative and Qualitative Disclosures About Market Risks We are exposed to financial market risks, which include changes in foreign currency exchange rates and interest rates. We do not use derivative financial instruments. Instead, we actively manage the balances of current assets and liabilities denominated in foreign currencies to minimize currency fluctuation risk. As a result, a hypothetical 10% change in the foreign currency exchange rates at December 31, 1998 and 1999 would not have a material impact on our results of operations. Our investments in marketable securities are subject to interest rate risk but due to the short-term nature of these investments, interest rate changes would not have a material impact on their value at December 31, 1998 and 1999. We also have fixed rate yen 25 denominated debt obligations in Japan that have no interest rate risk. At December 31, 1998 and 1999, our total debt obligation was $3.8 million and $2.9 million with a long-term portion of $2.5 million and $2.3 million, respectively. The fixed rates on such obligations in 1998 and 1999 ranged from 1.9% to 3.4% and 1.5% to 3.4%, respectively, and mature on various dates through May 2006. A hypothetical 10% change in interest rates at December 31, 1998 and 1999 would not have a material impact on our results of operation. Year 2000 Issues Many computer systems had been expected to experience problems handling dates for the Year 2000. The Year 2000 issue arose as a result of certain computer programs being written using two digits rather than four to define the applicable year. Consequently, these computer programs were unable to distinguish between 21st century dates and 20th century dates and could have caused computer system failures or miscalculations that could result in significant business disruptions. Over the past year we have been testing our systems to evaluate Year 2000 problems, executing remediation activities to fix non-compliant systems and monitoring and testing products and systems. To date, we have not experienced any problems complying with the Year 2000 issue and have not been informed of any failures of our products from customers. 26 BUSINESS We are a leader in the design, manufacture, marketing and support of thin film metrology systems for the semiconductor, flat panel display and magnetic recording head industries. Our systems precisely measure a wide range of film types deposited on substrates during manufacturing in order to control manufacturing processes and increase production yields. Our non-contact, non- destructive thin film measurement systems use a broad spectrum of wavelengths, high-sensitivity optics, proprietary software and patented technology to measure the thickness and uniformity of films deposited on silicon and other substrates as well as their chemical composition. Growth in the market for our products is driven by the increasing use of thin film technology by manufacturers of electronic products. Many types of thin films are used in the manufacture of numerous products, including semiconductors, flat panel displays and magnetic recording heads as well as integrated fiber optics, conventional and advanced optics, high density optical and magnetic disks and lasers. These products require the precise electronic, optical, magnetic and surface finish properties enabled by thin film technology. The rapid growth in the sale and use of these products has created significant demand for our metrology systems. We offer a complete line of systems to address the thin film metrology requirements of our customers. Each of our systems are equipped with computerized mapping capability for measurement, visualization and control of film uniformity. Our metrology systems can be categorized as follows: . stand-alone, fully automated systems for measurements of thin films in high-volume manufacturing operations; . integrated systems for integration into semiconductor processing equipment that provide virtually immediate measurements and feedback to improve process control and increase throughput; and . tabletop systems used to manually or semiautomatically measure thin films in engineering and low-volume production environments. In addition, we provide systems that are used to measure the overlay accuracy of successive layers of semiconductor patterns on wafers in the photolithography process. The accurate alignment of successive film layers, relative to each other, across the wafer is critical for device performance and favorable production yields. We have been a pioneer in the field of thin film measurement and have been instrumental in the development of many innovations for over two decades. We have been selling metrology systems since 1977 and have an extensive installed base with industry leading customers worldwide, including Applied Materials, Hyundai, IBM, LG International, TSMC and WaferTech. Industry Background Growth The semiconductor, flat panel display and magnetic recording head industries have experienced significant growth over the past decade. This trend is expected to continue due to rapid growth in Internet usage and continuing demand for applications in data processing, wireless communications, personal computers, handheld electronic devices, computer games and other consumer electronics. Dataquest, an independent industry research company, estimates that worldwide semiconductor sales will increase to approximately $251 billion in 2002 from $136 billion in 1998, representing a compound annual growth rate of 16.6%. To keep pace with the demand, capital equipment spending by semiconductor manufacturers is estimated to reach $75 billion in 2002 from $30 billion in 1998, representing a compound annual growth rate of 25.7%. Similarly, according to Stanford Resources Inc., a display market research firm, the flat panel display market is expected to grow to $26 billion in 2004 from $14 billion in 1998, representing a compound annual growth rate of 10.9%. 27 Semiconductor Manufacturing Process Semiconductors are fabricated by a complex series of process steps on a wafer substrate made of silicon or other material. Thin film metrology systems are used at many points during the fabrication process to monitor and precisely measure film thickness and uniformity as well as chemical properties in order to maximize the yield of acceptable semiconductors. Each wafer typically goes through a series of 100 to 500 process and metrology steps in generally repetitive cycles. [CHART APPEARS HERE] [Graphical chart depicting the interaction of metrology systems with the four primary wafer film processing steps used in semiconductor manufacturing: deposition, CMP, photolithography and etch. A circular diagram is used to show the movement of a bare wafer through each of the four areas, beginning with deposition and proceeding through CMP, photolithography and etch, respectively. Metrology systems are shown to be used both before and after each step in this process.] The four primary wafer film processing steps are: . deposition; . chemical mechanical planarization, known in our industry as CMP; . photolithography; and . etch. Deposition. Deposition refers to placing layers of insulating or conductive materials on a wafer surface in thin films that make up the circuit elements of semiconductor devices. The four most common methods of deposition are chemical vapor deposition, or CVD, physical vapor deposition, or PVD, diffusion and oxidation. The control of uniformity and thickness during deposition of these films is critical to the performance of the semiconductor circuit. Chemical Mechanical Planarization. CMP flattens, or planarizes, the topography of the film surface to permit the patterning of small features on the resulting smooth surface by the photolithography process. The CMP process is a combination of chemical etching and mechanical polishing and commonly uses an abrasive liquid and polishing pad. Semiconductor manufacturers need metrology systems to control the CMP process by measuring the thin film layer to determine precisely when the appropriate thickness has been reached. Photolithography. Photolithography is the process step that defines the patterns of the circuits to be built on the chip. Before photolithography, a wafer is pre-coated with photoresist, a light sensitive film, that must have an accurate thickness and uniformity. Photolithography involves the projection of integrated circuit patterns onto the photoresist after which it is developed, leaving unexposed areas available for etching. In order to precisely control the photolithography process, it is necessary to measure reflectivity, film thickness and overlay registration. 28 Etch. Etch is the process of selectively removing precise areas of thin films that have been deposited on the surface of a wafer. The hardened photoresist protects material that needs to be left to make up the circuits. During etch, certain areas of the film not covered by photoresist are removed to leave a desired circuit pattern. Thin film metrology systems are required to verify material removal and critical dimension conformity. Before and after deposition, CMP, photolithography and etch, the wafer surface is measured to determine the quality of the film or pattern and find defects. Measurements are taken to ensure process uniformity and include thickness, width, height, roughness and other characteristics. Process control helps avoid costly rework or misprocessing and results in higher yields for semiconductor manufacturers. These processing steps are typically repeated multiple times during the fabrication process, with alternating layers of insulating and conductive films. Depending on the specific design of a given integrated circuit, a variety of film types and thicknesses and a number of layers can be used to achieve desired electronic performance characteristics. The semiconductors are then tested, separated into individual circuits, assembled and packaged into an integrated circuit. Flat Panel Display and Magnetic Recording Head Manufacturing Processes Flat panel displays and magnetic recording heads are manufactured in clean rooms using thin film processes that are similar to those used in semiconductor manufacturing. Most flat panel displays are constructed on large glass substrates that range in size up to 650 by 830 millimeters. Multiple magnetic recording heads are manufactured on substrates that are typically made of an aluminum oxide-titanium carbide alloy, two to three millimeters thick and approximately 150 millimeters across. Increased Use of Thin Film Metrology Systems Manufacturers of semiconductors, flat panel displays and magnetic recording heads are experiencing several trends that are increasing the need for thin film metrology systems including the following: . Growing Use of Chemical Mechanical Planarization. Manufacturers are adopting CMP to flatten, or planarize, thin films to obtain the ultra- flat surfaces required for advanced photolithography. In addition, the introduction of new interconnect techniques has increased the need for CMP. Accordingly, semiconductor manufacturers are seeking metrology systems that can help control the CMP process by measuring the thin film layer to determine precisely when the appropriate thickness has been achieved. . Adoption of New Types of Thin Films. Manufacturers are adopting new processes and technologies that increase the importance and utilization of thin film metrology systems. To achieve greater semiconductor device speed, manufacturers are utilizing copper and new insulating materials that require enhanced metrology solutions for the manufacturing process. . Increasing Complexity of Semiconductors. Semiconductors are becoming more complex as they operate at faster speeds with smaller feature sizes, employ larger dies that contain more transistors and utilize increasing numbers of manufacturing process steps. The value of process wafers and the cost of rework is significantly higher for these complex semiconductors and therefore, manufacturers are seeking to use metrology systems to increase production yields and limit the amount of rework. . Need for Rapid Ramp of Production Efficiencies. Competitive forces on semiconductor device manufacturers, such as price cutting and shorter product life cycles, place pressure on the manufacturers to rapidly achieve production efficiency. Semiconductor device manufacturers are using metrology systems throughout the fab to ensure that manufacturing processes scale rapidly, are accurate and can be repeated on a consistent basis. 29 Drive Toward Integrated Metrology For many years, semiconductor manufacturers have sought to improve fab efficiency by choosing systems that integrate more than one process step into a single tool. Integrated solutions increase productivity with higher throughput, smaller overall footprint, reduced wafer handling and faster process development. This trend began in the mid-1980s as leading manufacturers introduced a "cluster process tool" architecture that combined multiple processes in separate chambers around a central wafer handling platform. More recently, CMP systems have begun to integrate cleaning technology into a single system in order to achieve these benefits. Today, the same focus on increased productivity is driving the adoption of integrated metrology for many processes, such as CMP and CVD. Until recently, semiconductor manufacturers had to physically transport wafers from a process tool to a separate metrology system in order to make critical measurements such as film thickness and uniformity. Manufacturers of process equipment are increasingly seeking to offer their customers integrated metrology in their tools to lower costs and improve overall fab efficiency. Such tools can have one or two metrology chambers that are integrated onto a process system, which utilize the common automation platform so that measurements can be taken without removing the wafers from the tool. Integrated metrology provides semiconductor manufacturers with several benefits, including a reduction in the number of test wafers, increased overall process throughput, faster detection of process excursions and faults, reduced wafer handling, faster process development and ultimately an improvement in overall equipment effectiveness. Nanometrics Solution We are a leader in the design, manufacture, marketing and support of thin film metrology systems for the semiconductor, flat panel display and magnetic recording head industries. We offer a complete line of systems to address the thin film metrology requirements of our customers. Our metrology systems can be categorized as follows: . Stand-alone, fully automated systems used for measurements of thin films in high-volume manufacturing operations. We offer a broad line of fully automated thin film thickness measurement systems. These systems remove the dependence on human operators by incorporating reliable wafer handling robots and are designed to meet the speed, measurement, performance and reliability requirements that are essential for today's semiconductor, flat panel display and magnetic recording head manufacturing facilities. We believe we offer the only fully automated thin film thickness measurement systems that synergistically combine spectroscopic ellipsometry, spectroscopic reflectometry and Fourier transform infrared reflectometry, known in the industry as FTIR. Each of these measurement systems are non-contact and use non-destructive techniques to analyze and measure films. This combination of technologies enables our systems to determine the concentration of elements, or dopants, within a film. This is of significant importance, as many new films used today require continuous monitoring of dopant levels and chemical composition. Our fully automated metrology product line also includes systems that are used to measure the overlay registration accuracy of successive layers of semiconductor patterns on wafers in the photolithography process. . Integrated systems used to measure in-process wafers automatically and quickly without having to leave the enclosed wafer processing system. In 1998, we introduced our high-speed integrated metrology system. Our integrated metrology systems are compact and monitor a multitude of small test points on the wafer using sophisticated pattern recognition. Our integrated systems can be attached to film deposition, CMP, CVD, etch and other process tools to provide rapid monitoring of films on each wafer immediately before or after processing. Integrated systems can offer customers significantly increased operating efficiency and equipment utilization, lower manufacturing costs and higher throughput. Similar to our automated metrology systems, our integrated systems can be configured to determine the concentration of dopants within a film. We believe we are the only supplier of integrated metrology systems with this capability. We are currently shipping integrated systems to Applied Materials for installation on their CMP and CVD tools. 30 . Tabletop systems used to manually or semiautomatically measure thin films in engineering and low-volume production environments. We pioneered and believe we are the leading supplier of tabletop thin film thickness measurement systems, which are mainly used in low-volume production environments and failure analysis and engineering labs. Our three tabletop models have unique capabilities and several available configurations, depending on wafer handling, range of films to be measured, uniformity mapping and other customer needs. Each of our thin film thickness measurement systems are equipped with computerized readout capability for measurement, visualization and control of film uniformity. In addition, we have developed new automated systems and tabletop products for emerging technologies using larger substrates such as 300 millimeter wafers and larger flat panel displays. We believe that we are the first company to ship fully automated thin film thickness measurement systems for 300 millimeter wafers. We have also introduced new technology for the precise thin film measurements that are dictated by sub 0.25 micron design rules and have developed products with mini-environments that meet the latest standards for clean, particle-free manufacturing. Strategy Our strategy is to offer and support, on a worldwide basis, technologically advanced metrology systems that meet the changing manufacturing requirements of the semiconductor, flat panel display and magnetic recording head industries as well as other industries that use metrology systems. Key elements of our strategy include: Continuing to Offer Advanced Integrated Metrology Systems. We were one of the first suppliers to offer products that integrate process metrology systems into wafer processing equipment. We are currently the only supplier of integrated systems that combine spectroscopic reflectometry with FTIR, thereby providing comprehensive analysis for thin film measurement. We intend to continue our efforts to develop the integrated metrology market to achieve and maintain competitive advantages. In September 1998, we entered into an OEM agreement to supply metrology systems for Applied Materials' Mirra Mesa(TM) CMP system. In addition, in July 1999, we introduced a metrology system that is incorporated into Applied Materials' Producer QA(TM) CVD system. We are pursuing other OEM arrangements and will continue to investigate other integrated metrology technologies. Maintaining Technology Leadership. We are committed to developing advanced metrology systems that meet the requirements of advances in thin film manufacturing technology. We have an extensive base of proprietary technology and expertise in optics, software and systems integration. We have supplemented our capabilities by establishing strategic relationships to leverage our technical resources and strengthen our product offerings. These include relationships with Kensington Laboratories, a manufacturer of precision robotic systems, J.A. Woollam Company, a leading designer of spectroscopic ellipsometer systems and Midac, a provider of FTIR technology. In December 1999, we acquired inspection and metrology technology from Phase Metrics, a data storage equipment company, to augment our technology portfolio. Leveraging Existing Customer and Industry Relationships. We expect to continue to strengthen our existing customer relationships and foster working partnerships by providing technologically superior systems and high levels of customer support. Our strong industry relationships have allowed close customer collaboration that facilitated our ability to introduce new products and applications that met customer needs. We believe that our large customer base will continue to be an important source of new product development ideas. Our large customer base also provides us with the opportunity for increased sales of additional metrology systems to our customers without the extensive effort that might otherwise be required. Providing Worldwide Distribution and Support. 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. Because a majority of our sales come from outside the United States, we 31 are expanding our direct sales force in South Korea and Taiwan and will continue to expand into additional territories as customer requirements dictate. We use selected sales representatives and distributors in other countries in Asia, Europe and the Middle East. We intend to continue developing our distribution network by expanding our existing offices, opening new offices and forming additional distribution relationships. We believe that growing our international distribution network will enhance our competitive position. Providing a Broad Portfolio of Metrology Systems and Technology. We offer a comprehensive family of metrology systems that accurately measure thin films and overlay registration used in the manufacturing process. We offer automated and integrated systems for high-volume manufacturing applications and tabletop systems for engineering and small fab applications. Our products can include a wide range of accessories as well as special hardware and software configurations to meet customer needs. We plan to continue enhancing our products and integrating additional features and measurement modules that will strengthen and broaden our product line. Addressing Multiple Markets. There are broad applications of our technology beyond the semiconductor industry. We intend to continue developing and marketing products to address metrology requirements in the manufacture of flat panel displays, magnetic recording heads and any other industries that might apply our technology in the future. We believe our diversification through multiple industry applications of our technology increases the total available market for our products and reduces, to an extent, our exposure to the cyclicality of any particular market. Products We have been a pioneer in the field of thin film metrology and have been instrumental in the development of many innovations over the past 25 years. Our thin film thickness measurement systems use microscope-based, non-contact spectroscopic reflectometry. Some of our systems provide complementary spectroscopic ellipsometry to measure the thickness and optical characteristics of films on a variety of substrates. In addition, we offer an optional FTIR feature on some of our products to determine other film parameters, such as the concentration of dopants within a film. We also manufacture a line of optical overlay registration systems that are used to determine the alignment accuracy of successive layers of semiconductor patterns on wafers in the photolithography process. Our products can be divided into three groups: automated systems, integrated systems and tabletop systems.
Technology ----------------------------------------------------- Fourier Maximum Transform Advanced Substrate Spectroscopic Spectroscopic Infrared Dimensional System Market Size (mm) Reflectometry Ellipsometry Reflectometry Metrology --------- ---------------------------- --------- ------------- ------------- ------------- ----------- Automated 8000X Semiconductor, Magnetic Head 200 X X X 8300X Semiconductor 300 X X X 9200 Semiconductor 200 X X 5500/6500 Flat Panel Display 960 by 1100 X 7000/7200 Semiconductor 200 X - ------------------------------------------------------------------------------------------------------------ Integrated 9000i Semiconductor 200 X X 9000b Semiconductor 300 X X - ------------------------------------------------------------------------------------------------------------ Tabletop 3000 Semiconductor, Magnetic Head 200 X 6100/6150 Semiconductor 200 X 50-2c Semiconductor, Magnetic Head 200 X
32 Automated Systems Our stand-alone, fully automated metrology systems are employed in high- volume production environments. These systems incorporate automated material handling interface options for integration into a variety of fab automation environments, and implement multiple measurement technologies for a broad range of substrate sizes. Our automated systems range in price from approximately $200,000 to $700,000 depending on substrate sizes, measurement technologies, material handling interfaces and software options. NanoSpec 8000X The NanoSpec 8000X stand-alone, automated thin film measurement system is capable of handling wafers ranging in size from 75 to 200 millimeters in diameter. The 8000X is the basic system configuration, while the 8000XSE includes a fully integrated spectroscopic ellipsometer for ultrathin and multiple film stack measurement applications. In addition, an FTIR option can be added to determine dielectric dopant concentrations. Other 8000X options include a standard mechanical interface with mini-environment enclosures for use in ultra-clean manufacturing facilities. The 8000X can also be configured to handle the substrates that are used in the magnetic recording head industry. NanoSpec 8300X The NanoSpec 8300X stand-alone, automated thin film measurement system is capable of handling both 200 and 300 millimeter diameter wafers. The 8300X is the basic system configuration and can be equipped with the spectroscopic ellipsometer and FTIR options for expanded measurement applications. This system can also include a mini-environment enclosure and wafer load ports compatible with industry standards. These systems conform to the new industry standards for 300 millimeter wafer handling automation. The 8300X received a Photonics Circle of Excellence Award for innovation and achievement in photonic technology. NanoSpec 9200 The NanoSpec 9200 stand-alone, automated thin film measurement system is capable of handling wafers of 150 and 200 millimeters in diameter. We developed this system using technologies from the NanoSpec 9000 integrated film thickness system to be compact and to provide high wafer throughput. NanoSpec 5500 and 6500 The NanoSpec 5500 and 6500 measure most optically transparent films used in the manufacture of flat panel displays. The Model 5500 is fully automated and handles large glass substrates up to 550 by 650 millimeters. This model is also capable of precisely measuring at any site on the substrate and generating film thickness maps, which show uniformity across the panel. The 6500 is an advanced version of the 5500 with many proprietary software and hardware enhancements and is capable of handling substrates up to 960 by 1100 millimeters. Metra 7000 and 7200 In 1998, we completed an acquisition of the Metra product line from Optical Specialties. The Metra is a stand-alone system used to measure the overlay accuracy of successive layers of semiconductor patterns on wafers in the photolithography process. We shipped our first automated overlay registration system, the Metra 7000, in June 1998. The recently introduced Metra 7200 provides enhanced measurement performance and higher wafer throughput. Integrated Systems Our integrated metrology systems are installed inside wafer processing equipment to provide near real-time measurements for improving process control and increasing throughput. Our integrated systems are available for wafer sizes up to 300 millimeters and offer deep ultraviolet, commonly referred to as 33 DUV, FTIR measurement technologies, in addition to spectroscopic reflectometry. Depending on features and technologies, our integrated metrology systems range in price from approximately $90,000 to $295,000. NanoSpec 9000i The NanoSpec 9000i is an ultra-compact measurement system designed for integration into semiconductor wafer processing equipment. The system can be used in several wafer film process steps including metal deposition, CMP, CVD, photolithography and etch. In its basic configuration, the 9000i is equipped with visible wavelength spectroscopic reflectometry. In 1999, the 9000i received a Photonics Circle of Excellence Award for innovation and achievement in photonic technology. NanoSpec 9000b The NanoSpec 9000b is a 300 millimeter-based system that incorporates all the features of the 9000i. This system is interchangeable with industry conforming load ports for simplified mechanical integration. Tabletop Systems Our tabletop systems are used mainly in low-volume production environments and in engineering labs where automated handling and high throughput are not required. Our tabletop product line encompasses both manual and semiautomated models and includes systems for both film thickness and critical dimension measurements. Our tabletop system prices range from approximately $50,000 to $200,000 depending primarily on the degree of automation and software options. NanoSpec 3000 and 6100/6150 The NanoSpec tabletop systems provide a broad range of thin film measurement solutions at a lower entry price point. The NanoSpec 3000 is a basic, manual system while the 6100/6150 models feature semiautomatic wafer handling or staging. NanoLine 50-2C The NanoLine 50-2C is a tabletop critical dimension, or linewidth, measurement system primarily used in low-volume production environments and photolithography mask making shops. The system uses a high- magnification optical system and scanning technology combined with proprietary software to provide accurate, repeatable dimensions. Customers We sell our thin film metrology systems worldwide to many of the major semiconductor, flat panel display and magnetic recording head manufacturers and equipment suppliers, as well as producers of silicon wafers and photomasks. The majority of our systems are sold to customers located in the United States, Asia and Europe. One customer, IBM, represented 11.2% of our total net revenues in 1998 and Applied Materials and TSMC represented 12.8% and 10.5% of our total net revenues in 1999, respectively. The following is a list of our top customers, based on revenues, during 1999: Applied Materials Intertrade Scientific CHI-MEI Sony Hyundai Taiwan Semiconductor Manufacturing IBM Co. (TSMC) Innotech Texas Instruments WaferTech
34 Sales and Marketing 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 provide direct sales support from our corporate office in California. In addition, we have a direct sales presence in Oregon and Texas in the United States as well as Scotland, South Korea, Taiwan and Japan. We use selected sales representatives and distributors in other countries in Asia, Europe and the Middle East. We intend to continue to develop our distribution network by expanding our existing offices and opening new offices and forming additional distribution relationships. We believe that growing our international distribution network will enhance our competitive position. We maintain a direct sales force of highly trained, technically sophisticated sales engineers who are knowledgeable in the use of metrology systems in general and the features and advantages of our products in particular. We believe that our sales and application engineers are skilled in working with customers to solve complex measurement and process problems. Sales to customers in foreign countries constituted approximately 61.8% and 60.9% of total net revenues for 1998 and 1999, respectively. Direct exports of our metrology systems to foreign customers and shipments to our subsidiaries require general export licenses. See note 12 of the notes to consolidated financial statements for information regarding total net revenues and long- lived assets of our foreign operations. In order to raise market awareness of our products, we advertise in trade publications, distribute promotional materials, publish technical articles, conduct marketing programs, issue press releases regarding new products, work with a public relations firm and participate in industry trade shows and conferences. Technology We believe that our engineering expertise, technology acquisitions, supplier alliances and short-cycle production strategies enable us to develop and offer advanced solutions that address industry trends. By offering common metrology platforms that can be configured with a variety of measurement technologies, our customers can specify high performance systems not offered by other suppliers or, as a cost saving measure, they can narrowly configure a system for a specific application. Spectroscopic Reflectometry. We pioneered the use of micro-spot spectroscopic reflectometry for semiconductor film metrology in the late 1970s. Spectroscopic reflectometry uses multiple wavelengths (colors) of light to obtain an array of data for analysis of film thickness and other film parameters. Today's semiconductor manufacturers still depend on spectroscopic reflectometry for most film metrology applications. Reflectometry is the measurement of reflected light. For film metrology, a wavelength spectrum in the visible region is commonly used. Light reflected from the surfaces of the film and the substrate is analyzed using computers and measurement algorithms. The analysis yields thickness information and other parameters without contacting or destroying the film. In the mid-1980s, we introduced a DUV reflectometer for material analysis. In 1991, we were awarded a patent for the determination of absolute reflectance in the ultraviolet region. This technology provides enhanced measurement performance for thinner films and films stacked on top of one another. Spectroscopic Ellipsometry. Like reflectometry, ellipsometry is a non- contact and non-destructive technique used to analyze and measure films. An ellipsometer analyzes the change in a polarized beam of light after reflection from a film's surface and interface. Our systems are spectroscopic providing ellipsometric data at many different wavelengths. Spectroscopic ellipsometry provides a wealth of information about a film, yielding very accurate and reliable measurements. In general, ellipsometers are used for thin films and complex film stacks, whereas reflectometers are used for thicker films and stacks. FTIR Reflectometry. FTIR is another non-contact analytical technique used to collect information about a film. FTIR operates in the infrared region of the electromagnetic spectrum, which is invisible to the human eye. 35 Our proprietary, compact FTIR design collects a wide spectrum of infrared radiation reflected from the film and then separates this radiation into wavelength data using mathematical algorithms, referred to as Fourier transforms. The infrared spectrum is useful for determining the dopants in a film. FTIR is of significant importance to the semiconductor industry, as many new films used today require careful monitoring of dopant levels. In addition, FTIR can be used to measure very thick films and films that cannot be analyzed within the range of visible or DUV reflectometry and ellipsometry. Combined Film Analysis. By combining all three film analysis techniques (reflectometry, ellipsometry and FTIR) onto one platform, our film metrology systems offer a comprehensive analysis for film metrology applications. Competitive systems generally measure only thickness and optical characteristic of a film. Our systems measure thickness, optical characteristics and the concentration of dopants. Beyond the performance advantage, our combined systems require less cleanroom space and provide lower cost of ownership. Surface Analysis. We have a variety of proprietary, non-contact and non- destructive technologies that are used to inspect the surfaces of films and substrates. These technologies locate and analyze abnormalities found on the surfaces and can be adapted to metrology platforms. Overlay Registration. Overlay registration refers to the relative alignment of two layers in the thin film photolithographic process. Our microscope-based, measurement technology utilizes a high magnification, low distortion imaging system combined with proprietary software algorithms to numerically quantify the alignment. Customer Service and Support We believe that customer service and technical support are important competitive factors and are essential to building and maintaining close, long- term relationships with our customers. We provide support to our customers with telephonic technical support access, direct training programs and operating manuals and other technical support information. We use our demonstration equipment for training programs in addition to sales and marketing. We provide warranty and post-warranty service from our corporate office in California. We also have service operations based in Arizona, Massachusetts, Oregon, Pennsylvania, Idaho and Texas. Local service and spare parts are provided in the United Kingdom by our sales office in Scotland and in the rest of Europe by distributors and sales representatives. In Asia, service is provided by direct offices in Japan, Korea and Taiwan. Our distributors and representatives provide service in other countries in Asia. We provide a one-year warranty on parts and labor for products sold domestically and in foreign markets. Service revenue, including sales of replacement parts, represented approximately 10.7% and 11.7% of total net revenues in 1998 and 1999, respectively. Backlog As of December 31, 1999, our backlog was approximately $13.4 million, compared with approximately $1.0 million at December 31, 1998. Backlog includes orders for products that we expect to ship within 12 months. Orders from our customers are subject to cancellation or delay by the customer without penalty. Historically, order cancellations and order rescheduling have not been significant. However, orders presently in backlog could be canceled or rescheduled. Since only a portion of our revenues for any fiscal quarter represent systems in backlog, we do not believe that backlog is a meaningful or accurate indication of our future revenues and performance. Competition The market for our metrology systems is intensely competitive and characterized by rapidly evolving technology. We compete on a global basis with both larger and smaller companies in the United States, Japan, Israel and Europe. We compete primarily with: stand-alone thin film measurement products from KLA-Tencor 36 Corporation, Therma-Wave, Inc., Rudolph Technologies and Dai Nippon Screen; integrated thin film measurement products from Nova Measuring Instruments Ltd. and Online Technologies; and overlay measurement products from KLA-Tencor Corporation, Bio-Rad Laboratories Inc. and Schlumberger Ltd. Many of our competitors have substantially greater financial, engineering, manufacturing and marketing resources than we do. Significant competitive factors include: measurement technology, system performance (including automation and software capability), ease of use, reliability, established customer bases, cost of ownership, price and global customer service. We believe that we compete favorably with respect to these factors, but we must continue to develop and design new and improved products in order to maintain our competitive position. Manufacturing We manufacture our products in the United States, Japan and Korea. We combine proprietary measurement components and software produced in our facilities with components and subassemblies obtained from outside suppliers. Certain of our products include system engineering and software development to meet specific customer requirements. Our manufacturing operations do not require a major investment in capital equipment. Certain components, subassemblies and services necessary for the manufacture of our systems are obtained from a sole supplier or limited group of suppliers. We do not maintain any long-term supply agreements with any of our suppliers. We are relying increasingly on outside vendors to manufacture many components and subassemblies. We have entered into agreements with J.A. Woollam Company for the purchase of the spectroscopic ellipsometer components and Midac Corporation for the purchase of FTIR spectrometer components. Additionally, we use Kensington Laboratories as our primary source of robotics components. Research and Development Our research and development is directed towards enhancing existing products and developing and introducing new products to maintain technological leadership and to meet current and evolving customer needs. Our process, engineering, marketing, operations and management personnel have developed close collaborative relationships with many of our customers' counterparts and have used these relationships to identify market demands and target our research and development to meet those demands. We are working to develop potential applications of new and emerging technologies, including improved metrology methods. We conduct research and development at our facilities in California, Korea and Japan. We have extensive proprietary technology and expertise in such areas as spectroscopic reflectometry using our patented absolute reflectivity, robust pattern recognition and complex measurement software algorithms. We also have extensive experience in systems integration engineering required to design compact, highly automated systems for advanced clean room environments. Expenditures for research and development during 1998 and 1999 were $4.2 million and $4.7 million, and represented 12.7% and 12.8% of total net revenues, respectively. Intellectual Property Our success depends in large part on the technical innovation of our products. We actively pursue a program of filing patent applications to seek protection of technologically sensitive features of our metrology systems. We hold a number of United States patents with several pending patents. The United States patents, issued during the period 1983 to 1999, will expire from 2000 to 2018. While we attempt to protect our intellectual property rights through patents and non-disclosure agreements, we believe that our success will depend to a greater degree upon innovation, technological expertise and our ability to adapt our products to new technology. We may not be able to protect our technology, and competitors may be able to develop similar technology independently. In addition, the laws of certain foreign countries may not protect our intellectual property to the same extent as do the laws of the United States. From time to time we have received communications from third parties asserting that our metrology systems infringe, or may infringe, the proprietary rights of these third parties. We are presently discussing 37 patent issues with Therma-Wave, Inc. We believe that Therma-Wave's Opti-Probe product line may infringe on a patent issued to us relating to absolute reflectance measurement. Therma-Wave alleges that some of our thin film thickness measurement products may infringe on a Therma-Wave patent relating to the combination of a spectroscopic reflectometer with a spectroscopic ellipsometer. Although we believe that none of our products infringe on a valid Therma-Wave patent, if this matter is resolved against us, our business could be harmed. Additionally, some customers of ours have received notices from The Lemelson Medical, Education & Research Foundation alleging that equipment used in the manufacture of semiconductor products infringes their patents. A number of these customers have notified us that they are seeking indemnification from us for any damages and expenses resulting from this matter. Certain of our customers have engaged in litigation with the late Mr. Lemelson involving a number of his patents and some of these cases have been settled. Although the ultimate outcome of these matters is not presently determinable, the resolution of all such pending matters could harm our business. These claims of infringement may lead to protracted and costly litigation that could require us to pay substantial damages or have the sale of our products or systems stopped by an injunction. Infringement claims could also cause product or system delays or require us to redesign our products or systems, and these delays could result in the loss of substantial revenues. We may also be required to obtain a license from the third party or cease activities utilizing the third party's proprietary rights. We may not be able to enter into such a license or such license may not be available on commercially reasonable terms. The loss of an infringement action or the inability to license a third party's intellectual property could therefore prevent our ability to sell our systems, or require us to redesign our products, making the sale of such systems more expensive for us. We may be required to initiate litigation in order to enforce any patents issued to or licensed by us, or to determine the scope or validity of a third party's patent or other proprietary rights. Any such litigation, regardless of outcome, could be expensive and time consuming, and could subject us to significant liabilities or require us to re-engineer our product or obtain expensive licenses from third parties. Employees At December 31, 1999, we employed approximately 191 persons worldwide, including 52 in research and development, 38 in manufacturing and manufacturing support, 77 in marketing, sales and field service and 24 in general administration and finance. None of these employees is represented by a union and we have never experienced a work stoppage as a result of union actions. Many of our employees have specialized skills of value to us. Our future success will depend in large part upon our ability to attract and retain highly skilled scientific, technical, managerial, financial and marketing personnel, who are in great demand in the industry. We consider our employee relations to be good. Facilities Our principal manufacturing and administrative facility is located in Sunnyvale, California in a leased building with approximately 35,000 square feet. The lease on this building began in May 1992 and is scheduled to expire in April 2002. We also have sales and service offices in Texas, Korea and Taiwan. Rent expense for our facilities was approximately $867,000 for 1999. Through our Japanese subsidiary, we own a 15,000 square foot facility in Narita, Japan. This facility is utilized by our Japanese subsidiary for sales, service, engineering and manufacturing. Our Japanese subsidiary also leases three sales and service offices. In September 1998, our Korean subsidiary entered into a two-year agreement for manufacturing facilities that provides for payments based on a percentage of net product sales. Legal Proceedings There are no material legal proceedings pending against us. We could become involved in litigation from time to time relating to claims arising out of our ordinary course of business. 38 MANAGEMENT The following are our current executive officers and directors and their ages as of December 31, 1999:
Name Age Position ---- --- -------- Vincent J. Coates........... 74 Chairman of the Board, Secretary John D. Heaton.............. 39 President, Chief Executive Officer and Director Paul B. Nolan............... 44 Vice President and Chief Financial Officer Roger Ingalls Jr............ 38 Vice President and Director of Marketing William A. McGahan.......... 33 Vice President and Chief Scientist Nathaniel Brenner........... 73 Director Norman V. Coates............ 50 Director Kanegi Nagai................ 68 Director Edmond R. Ward.............. 60 Director
Mr. Vincent Coates has been our Chairman of the Board since our founding in 1975. He has also served as our Chief Executive Officer and President from our founding through July 1988, except for the period January 1986 through February 1987 when he served exclusively as Chief Executive Officer. He was elected Secretary in February 1989. He resigned the position of Chief Executive Officer in April 1998. Mr. Heaton joined us in September 1990 and in April 1994 was elected Vice President of Engineering and General Manager. In July 1995, he was appointed to the Board of Directors and became General Manager. He has been President since May 1996 and was elected Chief Executive Officer in April 1998. Mr. Heaton served in various technical roles at National Semiconductor from 1978 to 1990 prior to joining us. Mr. Nolan joined us in March 1989 and in March 1994 was elected Vice President and Chief Financial Officer. Mr. Nolan served as Senior Financial Analyst at Harris Corporation prior to joining us. Mr. Ingalls has been employed by Nanometrics since March 1995 and was elected Vice President in October 1997. He was appointed Director of Marketing in February 1998. During his employment at Nanometrics, Mr. Ingalls has served as U.S. Sales and Product Manager, and most recently Director of North American Sales. Prior to joining Nanometrics, he served as a sales engineer for Nikon Inc. from March 1993 to March 1995. Dr. McGahan joined us in October 1995 and was elected Vice President in October 1997 and Chief Scientist in December 1999. He served as Director of Research and Development from January 1999 to December 1999. From January 1998 to January 1999, Dr. McGahan served as Director of Engineering. Prior to that, he served as Applications Engineering Manager from October 1996 to October 1997 and as Advanced Metrology Development Manager from October 1995 to October 1996. From September 1987 to October 1995, Dr. McGahan served as an engineer for the J.A. Woollam Co., Inc., a manufacturer of spectroscopic ellipsometers. Dr. McGahan has published 46 papers relating to ellipsometry magneto-optics and thermal characterization of materials. Mr. Brenner has served as one of our directors since June 1986. He joined Beckman Instruments, Inc. in 1976 where he held the positions of Program Manager, Marketing Manager (Instruments) and General Manager (Spectroscopy). In 1992, Mr. Brenner retired from Beckman Instruments, Inc. Mr. Norman V. Coates has served as one of our directors since May 1988. He has operated Gem of the River Produce, a farming and produce packing operation in Orleans, California, as a sole proprietor since 1978. He has also been manager of the Boise Creek Farm operation since 1985 and a manager of Coates Vineyards since 1997. 39 Mr. Nagai has served as one of our directors since May 1996. Mr. Nagai also served us as a consultant from August 1995 until June 1998. From January 1990 to April 1995, Mr. Nagai was the President and Chief Executive Officer of Cybeq Systems, a semiconductor equipment supplier. From 1983 to 1989, Mr. Nagai held a number of management positions with the Mitsubishi Bank (currently the Bank of Tokyo-Mitsubishi) and the Mitsubishi Materials Corporation. Mr. Ward has served as one of our directors since August 1999. Since August 1999, Mr. Ward has been a General Partner of Virtual Founders. From April 1992 to June 1997, Mr. Ward was the Vice President of Technology at Silicon Valley Group Inc. Mr. Vincent Coates is the father of Mr. Norman Coates, one of our directors. There are no other family relationships among any of our executive officers and directors. All directors hold office until the next annual meeting of shareholders and until their successors have been elected and qualified. Officers are elected by and serve at the discretion of the Board of Directors. 40 PRINCIPAL AND SELLING SHAREHOLDERS The following table presents information with respect to beneficial ownership of our common stock as of December 31, 1999 and as adjusted to reflect the sale of the shares offered by this prospectus by: . each person who beneficially owns more than 5% of the common stock; . each of our executive officers; . each of our directors; . all executive officers and directors as a group; and . the selling shareholders. The applicable percentage of ownership for each shareholder is based on 9,163,998 shares of common stock outstanding as of December 31, 1999.
Ownership Prior to Ownership After Offering (1) Offering -------------------- -------------------- Number of Shares Being Number of Beneficial Owner Shares Percentage Offered Shares Percentage - ------------------------ --------- ---------- ------------ --------- ---------- Vincent J. Coates(2).... 5,388,774 58.8% 1,750,000 3,638,774 33.3% c/o Nanometrics Incorporated 310 DeGuigne Drive Sunnyvale, CA 94086 Putnam Investments, Inc.(3)................ 833,840 9.1% 0 833,840 7.6% One Post Office Square Boston, MA 02109 FMR Corp.(4)............ 700,000 7.6% 0 700,000 6.4% 82 Devonshire Street Boston, MA 02109 Nathaniel Brenner(5).... 55,999 * 0 55,999 * Norman V. Coates(6)..... 38,049 * 0 38,049 * John D. Heaton(7)....... 126,668 1.4% 0 126,668 1.1% Paul B. Nolan(8) ....... 61,666 * 0 61,666 * Kanegi Nagai(9) ........ 13,999 * 0 13,999 * Roger Ingalls Jr.(10)... 32,999 * 0 32,999 * William A. McGahan(11).. 29,332 * 0 29,332 * Edmond R. Ward.......... 0 * 0 0 * All officers and directors as a group (9 persons)(12)........ 5,747,486 60.6% 1,750,000 3,997,486 35.6%
- -------- * Less than 1% (1) Beneficial ownership is determined in accordance with the rules of the SEC. The number of shares beneficially owned by a person includes shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of December 31, 1999. Such shares issuable pursuant to such options are deemed outstanding for computing the percentage ownership of the person holding such options but are not deemed outstanding for the purposes of computing the percentage ownership of each other person. (2) Includes 3,376,154 shares of common stock held of record by the Vincent J. Coates Separate Property Trust, U/D/T dated August 7, 1981, for which Mr. Coates acts as trustee; 1,000,000 shares of common stock held of record by the Vincent J. Coates 1999 Charitable Trust UTA dated December 17, 1999, for which Mr. Coates acts as trustee; and 1,012,500 shares of common stock held of record by the Vincent J. 41 Coates Foundation, for which Mr. Coates acts as president. The Vincent J. Coates 1999 Charitable Trust and the Vincent J. Coates Foundation will sell 1,000,000 and 750,000 shares of common stock, respectively, in the offering. If the underwriters exercise their over-allotment option in full, the Vincent J. Coates Foundation will sell an additional 262,500 shares, bringing Mr. Coates's percentage of our common stock beneficially owned after this offering to 30.2%.At December 31, 1999, our total debt obligation was $2.9 million while the long-term portion was $2.3 million. The fixed rates on such obligations range from 1.5% to 3.4% per annum and mature on various dates through May 2006. (3) According to a Schedule 13G filed with the Securities Exchange Commission on or about February 17, 2000, Putnam Investments, Inc. ("PI") may be deemed to be the beneficial owner of 833,840 shares of common stock. PI is identified as a Parent Holding Company on its Schedule 13G. (4) According to a Schedule 13G filed with the Securities Exchange Commission on or about February 12, 1999 FMR Corp. ("FMR") may be deemed to be the beneficial owner of 858,500 shares of common stock. FMR is identified as a Parent Holding Company on its Schedule 13G. (5) Includes 26,000 shares of common stock held of record by the N&J Brenner Living Trust, for which Mr. Brenner and his spouse act as trustees, for the benefit of members of Mr. Brenner's immediate family, and 29,999 shares of common stock issuable upon exercise of outstanding options exercisable within 60 days of December 31, 1999. (6) Includes an aggregate of 8,050 shares held as trustee on the behalf of other family members and 29,999 shares of common stock issuable upon exercise of outstanding options exercisable within 60 days of December 31, 1999. (7) Includes 126,668 shares of common stock issuable upon exercise of outstanding options exercisable within 60 days of December 31, 1999. (8) Includes 61,666 shares of common stock issuable upon exercise of outstanding options exercisable within 60 days of December 31, 1999. (9) Includes 13,999 shares of common stock issuable upon exercise of outstanding options exercisable within 60 days of December 31, 1999. (10) Includes 32,999 shares of common stock issuable upon exercise of outstanding options exercisable within 60 days of December 31, 1999. (11) Includes 29,332 shares of common stock issuable upon exercise of outstanding options exercisable within 60 days of December 31, 1999. (12) Includes 324,662 shares of common stock issuable upon exercise of outstanding options exercisable within 60 days of December 31, 1999. 42 DESCRIPTION OF CAPITAL STOCK Upon the completion of this offering, we are authorized to issue 25,000,000 shares of common stock, no par value of which there were 9,163,998 shares of common stock outstanding as of December 31, 1999. The following description of our common stock is not complete and is subject to and qualified in its entirety by our amended and restated articles of incorporation and bylaws and by the provisions of applicable California Law. Holders of common stock are entitled to one vote per share on all matters to be voted upon by the shareholders. Holders of common stock have cumulative voting rights in the election of directors. Accordingly, provided notice of the intention to use cumulative voting has been given at the meeting prior to voting, a shareholder may give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder's shares are entitled, or distribute the shareholder's votes on the same principle among as many candidates as the shareholder may select. Holders of the common stock are entitled to receive such dividends as may be declared from time to time by the board of directors out of funds legally available therefor. In the event of the liquidation, dissolution or winding up of Nanometrics, the holders of common stock are entitled to share ratably in all assets legally available for distribution. Our transfer agent and register is U.S. Stock Transfer Corporation. 43 UNDERWRITING Subject to the terms and conditions stated in the underwriting agreement dated the date hereof, each underwriter named below has severally agreed to purchase, and Nanometrics and the selling shareholders have agreed to sell to such underwriter, the number of shares set forth opposite the name of such underwriter.
Number of Name Shares - ---- --------- Salomon Smith Barney Inc.............................................. SoundView Technology Group, Inc....................................... Tucker Anthony Inc.................................................... Needham & Company, Inc................................................ --------- Total............................................................... 3,500,000 =========
The underwriting agreement provides that the obligations of the several underwriters to purchase the shares included in this offering are subject to approval of certain legal matters by counsel and to certain other conditions. The underwriters are obligated to purchase all the shares (other than those covered by the over-allotment option described below) if they purchase any of the shares. The underwriters, for whom Salomon Smith Barney Inc., SoundView Technology Group, Inc., Tucker Anthony Inc. and Needham & Company, Inc. are acting as representatives, propose to offer some of the shares directly to the public at the public offering price set forth on the cover page of this prospectus and some of the shares to certain dealers at the public offering price less a concession not in excess of $ per share. The underwriters may allow, and such dealers may reallow, a concession not in excess of $ per share on sales to certain other dealers. If all of the shares are not sold at the initial offering price, the representatives may change the public offering price and the other selling terms. Nanometrics and a selling shareholder have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to 525,000 additional shares of common stock at the public offering price less the underwriting discount. The underwriters may exercise such option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent such option is exercised, each underwriter will be obligated, subject to certain conditions, to purchase a number of additional shares approximately proportionate to such underwriter's initial purchase commitment. Nanometrics, its officers and directors and the selling shareholders have agreed that, for a period of 90 days from the date of this prospectus, they will not, without the prior written consent of Salomon Smith Barney Inc., dispose of or hedge any shares of common stock of Nanometrics or any securities convertible into or exchangeable for common stock. Salomon Smith Barney Inc. in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice. The common stock is quoted on the Nasdaq National Market under the symbol "NANO". The following table shows the underwriting discounts and commissions to be paid to the underwriters by Nanometrics and the selling shareholders in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional shares of common stock.
Paid by Paid by Selling Nanometrics Shareholder ----------------- ----------------- No Full No Full Exercise Exercise Exercise Exercise -------- -------- -------- -------- Per share................................ $ $ $ $ Total.................................... $ $ $ $
In connection with the offering, Salomon Smith Barney Inc., on behalf of the underwriters, may purchase and sell shares of common stock in the open market. These transactions may include over-allotment, syndicate 44 covering transactions and stabilizing transactions. Over-allotment involves syndicate sales of common stock in excess of the number of shares to be purchased by the underwriters in the offering, which creates a syndicate short position. Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. Stabilizing transactions consist of certain bids or purchases of common stock made for the purpose of preventing or retarding a decline in the market price of the common stock while the offering is in progress. The underwriters also may impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when Salomon Smith Barney Inc., in covering syndicate short positions or making stabilizing purchases, repurchases shares originally sold by that syndicate member. Any of these activities may cause the price of the common stock to be higher than the price that otherwise would exist in the open market in the absence of such transactions. These transactions may be effected on the Nasdaq National Market or in the over-the-counter market, or otherwise and, if commenced, may be discontinued at any time. In addition, in connection with this offering, certain of the underwriters (and selling group members) may engage in passive market making transactions in the common stock on the Nasdaq National Market, prior to the pricing and completion of the offering. Passive market making consists of displaying bids on the Nasdaq National Market no higher than the bid prices of independent market makers and making purchases at prices no higher than those independent bids and effected in response to order flow. Net purchases by a passive market maker on each day are limited to a specified percentage of the passive market maker's average daily trading volume in the common stock during a specified period and must be discontinued when such limit is reached. Passive market making may cause the price of the common stock to be higher than the price that otherwise would exist in the open market in the absence of such transactions. If passive market making is commenced, it may be discontinued at any time. A prospectus in electronic format is being made available on an Internet web site maintained by Wit Capital Corporation, an affiliate of SoundView Technology Group, Inc. Other than the prospectus in electronic format, the information on this web site and any other web site maintained by Wit Capital Corporation is not part of the prospectus or registration statement, has not been approved or endorsed by Nanometrics or any underwriter in its capacity as underwriter and should not be relied upon by investors. Nanometrics will pay the expenses of this offering, estimated to be $800,000. Nanometrics and the selling shareholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the underwriters may be required to make in respect of any of those liabilities. 45 LEGAL MATTERS The validity of the securities offered hereby will be passed upon for Nanometrics by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Certain legal matters will be passed upon for the underwriters by Brobeck, Phleger & Harrison LLP, San Francisco, California. EXPERTS The consolidated financial statements of Nanometrics Incorporated and subsidiaries as of December 31, 1998 and 1999 and for each of the three years in the period ended December 31, 1999 included in this prospectus and incorporated by reference from the Company's Annual Report on Form 10-K and the related consolidated financial statement schedule incorporated by reference in the Registration Statement from the Company's Annual Report on Form 10-K have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports appearing herein and incorporated by reference in the Registration Statement, and have been so included and incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. AVAILABLE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC's website at http://www.sec.gov. You may also read and copy any document we file with the SEC at its Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC- 0330 for further information on the operation of its Public Reference Room. INCORPORATION OF INFORMATION BY REFERENCE The SEC allows us to "incorporate by reference" into this prospectus the information we have filed with it. The information incorporated by reference is an important part of this prospectus and the information that we file subsequently with the SEC will automatically update this prospectus. The information incorporated by reference is considered to be part of this prospectus. We incorporate by reference the documents listed below and any filings we make with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, after the initial filing of this registration statement that contains this prospectus and prior to the time that all the securities offered by this prospectus are sold: . Our Annual Report on Form 10-K for the fiscal year ended December 31, 1999; and . Our Report on Form 8-K filed on February 15, 2000. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address: Nanometrics Incorporated Paul Nolan Chief Financial Officer 310 DeGuigne Drive Sunnyvale, California 94086 (408) 746-1600 The information in the documents incorporated by reference shall be deemed superseded to the extent that more current information is included in this prospectus or any future document incorporated herein. 46 NANOMETRICS INCORPORATED INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page ---- Independent Auditors' Report................. F-2 Consolidated Balance Sheets................. F-3 Consolidated Statements of Income.............. F-4 Consolidated Statements of Shareholders' Equity and Comprehensive Income................. F-5 Consolidated Statements of Cash Flows.......... F-6 Notes to Consolidated Financial Statements... F-7
F-1 INDEPENDENT AUDITORS' REPORT To the Board of Directors and Shareholders of Nanometrics Incorporated We have audited the accompanying consolidated balance sheets of Nanometrics Incorporated and subsidiaries as of December 31, 1998 and 1999, and the related consolidated statements of income, shareholders' equity and comprehensive income, and of cash flows for each of the three years in the period ended December 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Nanometrics Incorporated and subsidiaries at December 31, 1998 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1999 in conformity with generally accepted accounting principles. DELOITTE & TOUCHE LLP San Jose, California February 15, 2000 F-2 NANOMETRICS INCORPORATED CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts)
December 31, ---------------- 1998 1999 ------- ------- ASSETS CURRENT ASSETS: Cash and cash equivalents................................... $ 1,518 $ 3,442 Short-term investments...................................... 9,913 14,698 Accounts receivable, net of allowances of $420 and $425 in 1998 and 1999, respectively................................ 8,458 11,435 Inventories................................................. 11,719 9,460 Deferred income taxes....................................... 1,441 1,722 Prepaid expenses and other.................................. 2,328 1,196 ------- ------- Total current assets...................................... 35,377 41,953 PROPERTY, PLANT AND EQUIPMENT, Net............................ 2,481 2,998 DEFERRED INCOME TAXES......................................... 560 135 OTHER ASSETS.................................................. 887 1,324 ------- ------- TOTAL ASSETS.............................................. $39,305 $46,410 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable............................................ $ 1,395 $ 2,412 Accrued payroll and related expenses........................ 317 751 Other current liabilities................................... 1,720 1,721 Income taxes payable........................................ -- 464 Current portion of debt obligations......................... 1,324 584 ------- ------- Total current liabilities................................. 4,756 5,932 DEFERRED RENT................................................. 43 35 DEBT OBLIGATIONS.............................................. 2,496 2,288 ------- ------- Total liabilities......................................... 7,295 8,255 ------- ------- COMMITMENTS AND CONTINGENCIES (Note 8) SHAREHOLDERS' EQUITY: Common stock, no par value; 25,000,000 shares authorized; 8,690,643 and 9,163,998 outstanding in 1998 and 1999, respectively............................................... 14,170 17,277 Retained earnings........................................... 17,974 20,608 Accumulated other comprehensive income (loss)............... (134) 270 ------- ------- Total shareholders' equity................................ 32,010 38,155 ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................ $39,305 $46,410 ======= =======
See notes to consolidated financial statements. F-3 NANOMETRICS INCORPORATED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts)
Years Ended December 31, ------------------------- 1997 1998 1999 ------- ------- ------- NET REVENUES: Product sales...................................... $32,767 $29,718 $32,162 Service............................................ 3,890 3,546 4,246 ------- ------- ------- Total net revenues............................... 36,657 33,264 36,408 ------- ------- ------- COSTS AND EXPENSES: Cost of product sales.............................. 12,092 13,002 14,606 Cost of service.................................... 3,632 3,669 4,560 Research and development........................... 2,986 4,206 4,658 Acquired in-process research and development....... -- 1,421 -- Selling............................................ 6,050 5,728 5,871 General and administrative......................... 2,765 2,828 2,973 ------- ------- ------- Total costs and expenses......................... 27,525 30,854 32,668 ------- ------- ------- INCOME FROM OPERATIONS............................... 9,132 2,410 3,740 ------- ------- ------- OTHER INCOME (EXPENSE): Interest income.................................... 535 572 662 Interest expense................................... (110) (108) (180) Other, net......................................... (175) 64 94 ------- ------- ------- Total other income, net.......................... 250 528 576 ------- ------- ------- INCOME BEFORE INCOME TAXES........................... 9,382 2,938 4,316 PROVISION FOR INCOME TAXES........................... 3,625 1,108 1,682 ------- ------- ------- NET INCOME........................................... $ 5,757 $ 1,830 $ 2,634 ======= ======= ======= NET INCOME PER SHARE: Basic.............................................. $ 0.69 $ 0.21 $ 0.30 ======= ======= ======= Diluted............................................ $ 0.65 $ 0.20 $ 0.28 ======= ======= ======= SHARES USED IN PER SHARE COMPUTATION: Basic.............................................. 8,325 8,635 8,829 ======= ======= ======= Diluted............................................ 8,820 9,041 9,393 ======= ======= =======
See notes to consolidated financial statements. F-4 NANOMETRICS INCORPORATED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME (In thousands, except share amounts)
Accumulated Common Stock Other Total ----------------- Retained Comprehensive Shareholders' Comprehensive Shares Amount Earnings Income(Loss) Equity Income --------- ------- -------- ------------- ------------- ------------- BALANCES, January 1, 1997................... 8,258,061 $11,833 $10,387 $(160) $22,060 Comprehensive income: Net income............. -- -- 5,757 -- 5,757 $5,757 Other comprehensive loss, net of tax: Foreign currency translation adjustments........... -- -- -- (607) (607) (607) ------ Comprehensive income.............. -- -- -- -- -- $5,150 ====== Issuance of common stock under employee stock purchase plan.......... 24,482 112 -- -- 112 Issuance of common stock under stock option plan................... 238,941 478 -- -- 478 Tax benefit of employee stock transactions..... -- 728 -- -- 728 --------- ------- ------- ----- ------- BALANCES, December 31, 1997................... 8,521,484 13,151 16,144 (767) 28,528 Comprehensive income: Net income............. -- -- 1,830 -- 1,830 $1,830 Other comprehensive income, net of tax: Foreign currency translation adjustments........... -- -- -- 633 633 633 ------ Comprehensive income.............. -- -- -- -- -- $2,463 ====== Issuance of common stock under employee stock purchase plan.......... 18,006 124 -- -- 124 Issuance of common stock under stock option plan................... 151,153 576 -- -- 576 Tax benefit of employee stock transactions..... -- 319 -- -- 319 --------- ------- ------- ----- ------- BALANCES, December 31, 1998................... 8,690,643 14,170 17,974 (134) 32,010 Comprehensive income: Net income............. -- -- 2,634 -- 2,634 $2,634 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments........... -- -- -- 422 422 422 Unrealized loss on investments........... -- -- -- (18) (18) (18) ------ Comprehensive income.............. -- -- -- -- -- $3,038 ====== Issuance of common stock under employee stock purchase plan.......... 28,937 148 -- -- 148 Issuance of common stock under stock option plan................... 444,418 1,936 -- -- 1,936 Tax benefit of employee stock transactions..... -- 1,023 -- -- 1,023 --------- ------- ------- ----- ------- BALANCES, December 31, 1999................... 9,163,998 $17,277 $20,608 $ 270 $38,155 ========= ======= ======= ===== =======
See notes to consolidated financial statements. F-5 NANOMETRICS INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
December 31, ---------------------------- 1997 1998 1999 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income..................................... $ 5,757 $ 1,830 $ 2,634 Reconciliation of net income to net cash provided by operating activities: Depreciation and amortization................ 213 298 359 Deferred rent................................ 13 26 (8) Acquired in-process research and development................................. -- 1,421 -- Deferred income taxes........................ (588) (573) 174 Changes in assets and liabilities, net of effects of product line acquisition: Accounts receivable........................ 93 2,805 (2,496) Inventories................................ (2,322) (2,751) 2,449 Prepaid income taxes....................... -- (1,325) 1,325 Prepaid expenses and other................. (218) 93 (178) Accounts payable, accrueds and other current liabilities....................... 1,238 (1,355) 1,341 Income taxes payable....................... 26 416 1,462 -------- -------- -------- Net cash provided by operating activities.............................. 4,212 885 7,062 -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of short-term investments............ (18,152) (17,790) (22,575) Sales/maturities of short-term investments..... 15,214 17,472 17,760 Purchases of property, plant and equipment..... (97) (167) (511) Other assets................................... (17) (50) (536) Product line acquisition....................... -- (3,225) -- -------- -------- -------- Net cash used in investing activities.... (3,052) (3,760) (5,862) -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of debt obligations..... 329 761 90 Repayments of debt obligations................. (329) (660) (1,358) Sale of shares under employee stock purchase and stock option plans........................ 590 700 2,084 -------- -------- -------- Net cash provided by financing activities.............................. 590 801 816 -------- -------- -------- EFFECT OF EXCHANGE RATE CHANGES ON CASH.......... 181 (64) (92) -------- -------- -------- NET CHANGE IN CASH AND CASH EQUIVALENTS.......... 1,931 (2,138) 1,924 CASH AND CASH EQUIVALENTS, Beginning of year..... 1,725 3,656 1,518 -------- -------- -------- CASH AND CASH EQUIVALENTS, End of year........... $ 3,656 $ 1,518 $ 3,442 ======== ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest......................... $ 117 $ 92 $ 72 ======== ======== ======== Cash paid for income taxes..................... $ 4,192 $ 2,558 $ 82 ======== ======== ========
See notes to consolidated financial statements. F-6 NANOMETRICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999 1. Significant Accounting Policies Description of Business--Nanometrics Incorporated and its wholly-owned subsidiaries sell, design, manufacture, market and support thin film and overlay dimension metrology systems for customers in the semiconductor, flat panel display and magnetic recording head industries. These metrology systems precisely measure a wide range of film types deposited on substrates during manufacturing in order to control manufacturing processes and increase production yields in the fabrication of integrated circuits, flat panel displays and magnetic recording heads. The thin film metrology systems use a broad spectrum of wavelengths, high-sensitivity optics, proprietary software and patented technology to measure the thickness and uniformity of films deposited on silicon and other substrates as well as their chemical composition. The overlay metrology systems are used to measure the overlay accuracy of successive layers of semiconductor patterns on wafers in the photolithography process. Basis of Presentation--The consolidated financial statements include Nanometrics Incorporated and its wholly-owned subsidiaries (the Company). All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates--The preparation of financial statements in conformity with generally accepted accounting principles 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fiscal Year--The Company uses a 52/53 week fiscal year ending on the Saturday nearest to December 31. Accordingly, fiscal years 1997, 1998 and 1999 ended on January 3, 1998, January 2, 1999, and January 1, 2000, and consisted of 53, 52 and 52 weeks, respectively. For purposes of the consolidated financial statements, the year end is denoted as December 31. All references to years relate to fiscal years rather than calendar years. Cash and Cash Equivalents--Cash and cash equivalents include cash and highly liquid debt instruments with original maturities of three months or less when purchased. Short-Term Investments--Short-term investments consist of United States Treasury bills and are stated at fair value based on quoted market prices. Short-term investments are classified as available-for-sale based on the Company's intended use. The difference between amortized cost and fair value representing unrealized holding gains or losses are recorded as a component of shareholders' equity as accumulated other comprehensive income (loss). Gains and losses on sales of investments are determined on a specific identification basis. Fair Value of Financial Instruments--Financial instruments include cash equivalents, short-term investments and debt obligations. Cash equivalents and short-term investments are stated at fair market value based on quoted market prices. The recorded carrying amount of the Company's debt obligations approximates fair market value. Inventories--Inventories are stated at the lower of cost (first-in, first- out) or market. F-7 NANOMETRICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999 Property, Plant and Equipment--Property, plant and equipment are stated at cost. Depreciation is computed using straight line and accelerated methods over the following estimated useful lives of the assets: Building........................................................ 15--45 years Machinery and equipment......................................... 3-- 7 years Furniture and fixtures.......................................... 5--15 years
Leasehold improvements are amortized over the shorter of the estimated useful lives of the improvements or the lease term. Goodwill and Intangible Assets--The Company amortizes goodwill and acquired intangible assets (included in other assets) using the straight-line method over an estimated useful life of five years. Long-Lived Assets--The Company evaluates long-lived assets for impairment using an undiscounted cash flow method whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Income Taxes--Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss and tax credit carryforwards measured by applying currently enacted tax laws. A valuation allowance is provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized. Revenue Recognition--Revenues 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 product sales, this generally occurs at the time of shipment, and for revenues from service work, this generally occurs when the work is performed. Revenues from service contracts are recognized ratably over the period under contract. The Company sells the majority of its product with a one-year repair or replacement warranty and records a provision for estimated claims at the time of sale. Stock-Based Compensation--The Company accounts for stock-based awards to employees using the intrinsic value method in accordance with Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees. Foreign Currency--The functional currencies of the Company's foreign subsidiaries are the local currencies. Accordingly, translation adjustments for the subsidiaries have been included in shareholders' equity. Gains and losses from transactions denominated in currencies other than the functional currencies of the Company or its subsidiaries are included in other income and expense and consist of losses of $217,000 for 1997 and $13,000 for 1998 and a gain of $91,000 for 1999. Net Income Per Share--Basic net income per share excludes dilution and is computed by dividing net income by the number of weighted average common shares outstanding for the period. Diluted net income per share reflects the potential dilution from outstanding dilutive stock options (using the treasury stock method) and shares issuable under the employee stock purchase plan. Recently Issued Accounting Standards--In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. This statement requires companies to record derivatives on the balance sheet as assets or liabilities, measured at fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of F-8 NANOMETRICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999 the derivative and whether it qualifies for hedge accounting. SFAS No. 133 will be effective for the Company beginning in the first quarter of fiscal year 2001. Although the Company has not fully assessed the implications of SFAS No. 133, management does not believe the adoption of this statement will have a significant impact on the Company's consolidated financial position, results of operations or cash flows. In December 1999, the Securities and Exchange Commission (SEC) released Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements. This bulletin summarizes certain interpretations and practices followed by the Division of Corporation Finance and the Office of the Chief Accountant of the SEC in administering the disclosure requirements of the Federal securities laws in applying generally accepted accounting principles to revenue recognition in financial statements. Application of the accounting and disclosures desired in the bulletin is required by the first quarter of fiscal 2000. Although the Company has not fully assessed the implications of SAB No. 101, management does not believe adoption of this bulletin will have a significant impact on the Company's consolidated financial position, results of operations or cash flows. Certain Significant Risks and Uncertainties--Financial instruments which potentially subject the Company to concentration of credit risk consist of cash and cash equivalents, short-term investments and accounts receivable. Cash and cash equivalents and short-term investments are held primarily with two financial institutions and consist primarily of cash in bank accounts and United States Treasury bills. The Company sells its products primarily to end users in the United States and Asia, and generally does not require its customers to provide collateral or other security to support accounts receivable. Management performs ongoing credit evaluations of its customers' financial condition. The Company maintains allowances for estimated potential bad debt losses. The Company participates in a dynamic high technology industry and believes that changes in any of the following areas could have a material adverse effect on the Company's future financial position, results of operations or cash flows; advances and trends in new technologies and industry standards; competitive pressures in the form of new products or price reductions on current products; changes in product mix; changes in the overall demand for products offered by the Company; changes in third-party manufacturers; changes in key suppliers; changes in certain strategic relationships or customer relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; fluctuations in foreign currency exchange rates; risk associated with changes in domestic and international economic and/or political regulations; availability of necessary components or subassemblies; disruption of manufacturing facilities; and the Company's ability to attract and retain employees necessary to support its growth. The Company's customer base is highly concentrated. A relatively small number of customers have accounted for a significant portion of the Company's revenues. In 1999, aggregate revenue from the Company's top ten largest customers comprised approximately 59.5% of the Company's total net revenues. Certain components and subassemblies used in the Company's products are purchased from a sole supplier or a limited group of suppliers. In particular, the Company currently purchases its spectroscopic ellipsometer, Fourier transform infrared reflectometry spectrometer and robotics used in its advanced measurement systems from a sole supplier or a limited group of suppliers. Any shortage or interruption in the supply of any of the components or subassemblies used in the Company's products or the inability of the Company to procure these components or subassemblies from alternate sources on acceptable terms, could have a material adverse effect on the Company's business, financial condition and results of operations. F-9 NANOMETRICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999 2. Product Line Acquisition On March 30, 1998, the Company purchased from Optical Specialties, Inc. (OSI) a metrology system product line and related assets used to measure the critical dimensions and overlay registration errors observed in submicron photolithography. Under the agreement, the Company paid approximately $3,225,000 in cash for the assets and in-process research and development. The total purchase price and allocation among the tangible and intangible assets and liabilities acquired (including acquired in-process research and development) is summarized as follows (in thousands): Total purchase price--cash consideration............................ $3,225 ====== Purchase price allocation: Tangible assets................................................... $1,923 Intangible assets: Core and developed technology................................... 419 Goodwill........................................................ 196 In-process research and development............................... 1,421 Liabilities....................................................... (734) ------ Total purchase price allocation............................... $3,225 ======
Net intangible assets as of December 31, 1998 and 1999 of $523,000 and $400,000, respectively (net of accumulated amortization of $92,000 and $215,000, respectively), are recorded within other assets in the accompanying consolidated balance sheet and are being amortized using the straight-line method over a five-year useful life. The purchase price allocation and intangible valuation was based on management's estimates of the after tax net cash flows and gave explicit consideration to the SEC's views on acquired in-process research and development as set forth in its September 9, 1998 letter to the American Institute of Certified Public Accountants. Specifically, the valuation gave consideration to the following: (i) the employment of a fair market value premise excluding any Nanometrics-specific considerations which could result in estimates of investment value for the subject assets; and (ii) comprehensive due diligence concerning all potential intangible assets including trademarks/tradenames, patents, copyrights, noncompete agreements, assembled workforce and customer relationships and sales channel. The value of core technology was specifically addressed, with a view toward ensuring the relative allocations to core technology and in-process research and development were consistent with the relative contributions of each to the final product. The allocation to in-process research and development was based on a calculation that considered only the efforts completed as of the transaction date, and only the cash flow associated with said completed efforts for the products currently in process. As indicated above, the Company recorded a one-time charge of $1,421,000 in the first quarter of 1998 for acquired in-process research and development related to the Metra 7000 development project that had not reached technological feasibility, had no alternative future use and for which successful development was uncertain. Management's conclusion that the in- process development effort, or any material sub-component, had no alternative future use was reached in consultation with engineering personnel from both the Company and OSI. The project to complete the Metra 7000 product included the completion of a software platform design started by OSI in 1997. As of the acquisition date, the Metra 7000 had yet to achieve technological feasibility since there was not a working prototype with a reliable new software design. At the time of acquisition, the F-10 NANOMETRICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999 estimated cost to complete this software and related development was approximately $300,000. The Company began shipments of the Metra 7000 product to a customer in June 1998 and it was at that time that the Company began to benefit from the acquired research and development related to the product. Significant assumptions used to determine the value of in-process research and development included several factors, including the following: (i) forecast of net cash flows that were expected to result from the development effort using projections prepared by the Company's management; (ii) percentage complete of 77% for the Metra 7000 project estimated by considering a number of factors, including the costs invested to date relative to total cost of the development effort and the amount of progress completed as of the acquisition date, on a technological basis, relative to the overall technological achievements required to achieve the inacquisition functionality of the eventual product. The technological issues were addressed by engineering representatives from both the Company and OSI, and when estimating the value of the technology, the projected financial results of the acquired assets were estimated on a stand-alone basis without any consideration to potential synergic benefits or "investment value" related to the acquisition. Accordingly, separate projected cash flows were prepared for both the existing as well as the in-process Metra 7000 products. These projected results were based on the number of units sold times average selling price less the associated costs. After preparing the estimated cash flow from the product being developed, a portion of this cash flow was attributed to the core technology, which was embodied in the in-process Metra 7000 product line and enabled a quicker and more cost effective development of the Metra 7000. When estimating the value of the developed, core and in-process technologies, discount rates of 25%, 30% and 35%, respectively, were used. These discount rates considered both the status and risk associated with the respective cash flows as of the acquisition date. In the first quarter of 1998, the Company also hired certain former employees of OSI and incurred approximately $350,000 in related nonrecurring hiring expenses. Such expenses are classified in the accompanying 1998 consolidated statement of income according to the employees' functions. 3. Inventories Inventories consist of the following (in thousands):
December 31, -------------- 1998 1999 ------- ------ Finished goods............................................... $ 5,607 $4,593 Work in process.............................................. 2,253 1,092 Raw materials and subassemblies.............................. 3,859 3,775 ------- ------ Total inventories.......................................... $11,719 $9,460 ======= ======
F-11 NANOMETRICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999 4. Property, Plant and Equipment Property, plant and equipment consists of the following (in thousands):
December 31, -------------- 1998 1999 ------ ------ Land......................................................... $ 949 $1,054 Building..................................................... 2,863 3,183 Machinery and equipment...................................... 1,096 1,462 Furniture and fixtures....................................... 380 446 Leasehold improvements....................................... 453 466 ------ ------ 5,741 6,611 Accumulated depreciation and amortization.................... (3,260) (3,613) ------ ------ Total property, plant and equipment, net..................... $2,481 $2,998 ====== ======
5. Other Current Liabilities Other current liabilities consist of the following (in thousands):
December 31, ------------- 1998 1999 ------ ------ Commissions payable.......................................... $ 366 $ 247 Accrued warranty............................................. 581 482 Trade-in allowances.......................................... 262 -- Unearned revenue............................................. 65 384 Other........................................................ 446 608 ------ ------ Total other current liabilities.............................. $1,720 $1,721 ====== ======
6. Debt Obligations Debt obligations consist of the following (in thousands):
December 31, -------------- 1998 1999 ------ ------ 1995 working capital bank loan............................... $2,292 $2,154 1996 working capital bank loan............................... 642 620 Other debt obligations....................................... 886 98 ------ ------ Total...................................................... 3,820 2,872 Current portion of debt obligations.......................... (1,324) (584) ------ ------ Debt obligations............................................. $2,496 $2,288 ====== ======
The 1995 working capital bank loan was obtained by the Company's Japanese subsidiary. The loan is collateralized by receivables of the Japanese subsidiary and is guaranteed by the parent, Nanometrics Incorporated. The loan is denominated in Japanese yen ((Yen)220,000,000 at December 31, 1999) and bears interest at 3.3% per annum. The loan is payable in quarterly installments with unpaid principal and interest due in May 2005. F-12 NANOMETRICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999 The 1996 working capital bank loan was also obtained by the Company's Japanese subsidiary and is collateralized by land and building. The loan is denominated in Japanese yen ((Yen)63,200,000 at December 31, 1999) and bears interest at 3.4% per annum. The loan is payable in quarterly installments with unpaid principal and interest due in May 2006. Other debt obligations represent short-term borrowings by the Company's Japanese subsidiary which are collateralized by the subsidiary's accounts receivable. The borrowings are denominated in Japanese yen ((Yen)10,000,000 at December 31, 1999) and bear interest at rates ranging from 1.5% to 1.625% per annum. The outstanding borrowings and unpaid interest at December 31, 1999 were due and paid in January 2000. At December 31, 1999, future annual maturities of debt obligations are as follows (in thousands): 2000................................................................. $ 584 2001................................................................. 486 2002................................................................. 486 2003................................................................. 486 2004................................................................. 486 Thereafter........................................................... 344 ------ Total.............................................................. $2,872 ======
7. Commitments and Contingencies The Company leases manufacturing and administrative facilities and certain equipment under noncancellable operating leases. The Company's current primary facility lease expires in April 2002. Rent expense for 1997, 1998 and 1999 was approximately $583,000, $693,000 and $867,000, respectively. Future minimum lease payments under the Company's operating leases for each of the years ending December 31 are as follows (in thousands): 2000................................................................. $ 720 2001................................................................. 627 2002................................ ................................ 197 Thereafter........................................................... 15 ------ Total.............................................................. $1,559 ======
In September 1998, the Company's Korean subsidiary entered into a two-year lease agreement for manufacturing facilities. The lease payments are based on a percentage of net product sales, as defined. Pursuant to a 1985 agreement, as amended, if the Company's Chairman of the Board is involuntarily removed from his position, the Company is required to continue his salary and related benefits for a period of five years from such date, at his option. The high technology industry is characterized by frequent claims and related litigation regarding patent and other intellectual property rights. The Company is a party to various claims, legal actions and complaints of this nature. Although the ultimate outcome of these matters is not presently determinable, management believes that the resolution of all such pending matters will not have a material adverse effect on the Company's financial position, results of operations or cash flows. F-13 NANOMETRICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999 8. Shareholders' Equity Common Stock The authorized capital stock of the Company consists of 25,000,000 common shares, of which 22,500,000 shares have been designated "Common Stock" and 2,500,000 shares have been allocated to all other series of common shares, collectively designated "Junior Common." Net Income per Share The reconciliation of the share denominator used in the basic and diluted net income per share computations is as follows (in thousands):
Years Ended December 31, ----------------- 1997 1998 1999 ----- ----- ----- Weighted average shares outstanding--shares used in ba- sic net income per share computation................... 8,325 8,635 8,829 Dilutive effect of common stock equivalents, using the treasury stock method.................................. 495 406 564 ----- ----- ----- Shares used in diluted net income per share computation............................................ 8,820 9,041 9,393 ===== ===== =====
During 1997, 1998 and 1999, the Company had common stock options outstanding which could potentially dilute basic net income per share in the future, but were excluded from the computation of diluted net income per share as the common stock options' exercise prices were greater than the average market price of the common shares for the period. At December 31, 1997, 1998 and 1999, 5,000, 248,000 and 51,000, respectively, of the Company's outstanding common stock options with a weighted average exercise price of $10.88, $7.88 and $19.59, respectively, per share were excluded from the diluted net income per share computation. Stock Option Plans Under the 1991 Stock Option Plan (the Option Plan), as amended, the Company may grant options to acquire up to 3,000,000 shares of common stock to employees and consultants at prices not less than the fair market value at date of grant for incentive stock options and not less than 50% of fair market value for nonstatutory stock options. These options generally expire five years from the date of grant and become exercisable as they vest, generally 33.3% upon each anniversary of the grant, as set forth in the stock option agreements. Under the 1991 Directors' Stock Option Plan (the Directors' Plan), nonemployee directors of the Company are automatically granted options to acquire 10,000 shares of common stock, at the fair market value at the date of grant, each year that such person remains a director of the Company. Options granted under the Directors' Plan become exercisable as they vest 33.3% upon each anniversary of the grant and expire five years from the date of grant. The total shares authorized under the Directors' Plan are 300,000. F-14 NANOMETRICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999 Option activity under the plans is summarized as follows:
Outstanding Options ------------------------------------- Weighted Shares Number of Average Available Shares Exercise Price ---------- --------- -------------- Balances, January 1, 1997 (348,514 exercisable at a weighted average price of $2.91).............................. 210,407 1,097,941 $4.08 Additional shares reserved.............. 1,500,000 -- -- Exercised............................... -- (238,941) 2.00 Granted (weighted average fair value of $5.17)................................. (488,500) 488,500 9.33 Canceled................................ 14,139 (14,139) 4.46 ---------- --------- Balances, December 31, 1997 (503,267 exercisable at a weighted average price of $4.32).............................. 1,236,046 1,333,361 6.37 Exercised............................... -- (151,153) 3.81 Granted (weighted average fair value of $1.88)................................. (1,395,174) 1,395,174 6.14 Canceled................................ 986,949 (986,949) 8.24 ---------- --------- Balances, December 31, 1998 (745,171 exercisable at a weighted average price of $4.57).............................. 827,821 1,590,433 5.25 Exercised............................... -- (444,418) 4.36 Granted (weighted average fair value of $6.67)................................. (455,000) 455,000 12.06 Canceled................................ 106,351 (106,351) 6.65 ---------- --------- Balances, December 31, 1999............. 479,172 1,494,664 $7.49 ========== =========
During the third quarter of fiscal 1998, the Company approved the cancellation and reissuance of outstanding options under the Company's stock options plans. Under the program, holders of outstanding options with exercise prices in excess of $5.13 per share were given the choice of retaining these options or of obtaining, in substitution, new options for the same number of shares. The new options were exercisable at a price of $5.13 per share, the fair market value of the common stock on the reissue date. The new options maintained the vesting schedule and expiration dates established by the canceled option. Additional information regarding options outstanding as of December 31, 1999 is as follows:
Options Outstanding Options Exercisable -------------------------------- -------------------- Weighted Average Remaining Weighted Average Contractual Average Weighted Number Life Exercise Number Exercise Range of Exercise Prices Outstanding (Years) Price Exercisable Price - ------------------------ ----------- ----------- -------- ----------- -------- $ 2.06--$ 5.13 822,662 2.67 $4.95 582,322 $4.88 5.63-- 9.00 449,502 4.44 7.58 83,366 7.49 15.88-- 20.13 222,500 5.00 16.73 -- -- --------- ------- $ 2.06--$20.13 1,494,664 3.55 $7.49 665,688 $5.21 ========= =======
F-15 NANOMETRICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999 Employee Stock Purchase Plan Under the 1986 Employee Stock Purchase Plan (the Purchase Plan), eligible employees are allowed to have salary withholdings of up to 10% of their base compensation to purchase shares of common stock at a price equal to 85% of the lower of the market value of the stock at the beginning or end of each six- month offering period, subject to an annual limitation. Shares issued under the plan were 24,482, 18,006 and 28,937 in 1997, 1998 and 1999 at weighted average prices of $4.58, $6.87 and $5.10, respectively. The weighted average per share fair values of the 1997, 1998 and 1999 awards were $4.41, $2.42 and $2.89, respectively. At December 31, 1999, 25,894 shares were reserved for future issuances under the Purchase Plan. Additional Stock Plan Information As discussed in Note 1, the Company continues to account for its stock-based awards using the intrinsic value method in accordance with APB No. 25, Accounting for Stock Issued to Employees, and its related interpretations. Accordingly, no compensation expense has been recognized in the accompanying consolidated financial statements for employee stock arrangements. SFAS No. 123, Accounting for Stock-Based Compensation requires the disclosure of pro forma net income and net income per share had the Company adopted the fair value method as of the beginning of fiscal 1995. Under SFAS No. 123, the fair value of stock-based awards to employees is calculated through the use of option pricing models, even though such models were developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which differ significantly from the Company's stock option awards. These models also require subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The Company's fair value calculations on stock-based awards under the Option Plan and the Directors' Plan were made using the Black-Scholes option pricing model with the following weighted average assumptions: expected life, three years from the date of grant in 1997, 1998 and 1999; stock volatility, 80% in 1997, 1998 and 1999; risk free interest rate, 6.1% in 1997, 5.0% in 1998 and 5.9% in 1999; and no dividends during the expected term. The Company's calculations are based on a single option valuation approach and forfeitures are recognized at a historical rate of 29% for 1997 and 1998, and 24% for 1999. The Company's fair value calculations on stock-based awards under the Purchase Plan were also made using the Black-Scholes option pricing model with the following weighted average assumptions: expected life, six months in 1997, 1998 and 1999; stock volatility, 80% in 1997, 1998 and 1999; risk free interest rate, 5.5% in 1997, 5.0% in 1998 and 5.3% in 1999; and no dividends during the expected term. If the computed fair values of the stock-based awards after 1995 had been amortized to expense over the vesting period of the awards, pro forma net income and net income per share, basic and diluted, would have been as follows (in thousands except per share amounts):
Years Ended December 31, ------------------- 1997 1998 1999 ------ ----- ------ Pro forma net income.................................... $5,057 $ 807 $1,729 Pro forma net income per share: Basic................................................. $ 0.61 $0.09 $ 0.20 Diluted............................................... $ 0.60 $0.09 $ 0.18
F-16 NANOMETRICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999 9. Income Taxes Income before income taxes consists of the following (in thousands):
Years Ended December 31, ---------------------- 1997 1998 1999 ------ ------ ------ Domestic............................................. $9,644 $3,471 $3,928 Foreign.............................................. (262) (533) 388 ------ ------ ------ Income before income taxes........................... $9,382 $2,938 $4,316 ====== ====== ======
The provision for income taxes consists of the following (in thousands):
Years Ended December 31, ---------------------- 1997 1998 1999 ------ ------ ------ Current: Federal............................................ $3,080 $ 840 $1,127 State.............................................. 884 148 186 Foreign............................................ 181 16 195 ------ ------ ------ 4,145 1,004 1,508 ====== ====== ====== Deferred: Federal............................................ (574) 161 71 State.............................................. 9 166 (128) Foreign............................................ 45 (223) 231 ------ ------ ------ (520) 104 174 ------ ------ ------ Provision for income taxes........................... $3,625 $1,108 $1,682 ====== ====== ======
Significant components of the Company's deferred tax assets are as follows (in thousands):
December 31, -------------- 1998 1999 ------ ------ Deferred tax assets--current: Reserves and accruals not currently deductible............ $ 978 $1,307 Capitalized inventory costs............................... 201 161 Net operating loss carryforwards.......................... 246 338 Tax credit carryforwards.................................. 16 147 ------ ------ Total gross deferred tax assets--current.................... 1,441 1,953 Valuation allowance......................................... -- (231) ------ ------ Total net deferred tax assets--current...................... $1,441 $1,722 ------ ------ Deferred tax assets--noncurrent: Depreciation.............................................. $ (25) $ (69) Goodwill and capitalized acquired technology.............. 553 391 Translation adjustments................................... -- (225) Other..................................................... 32 38 ------ ------ Total net deferred tax assets--noncurrent................... $ 560 $ 135 ====== ======
F-17 NANOMETRICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999 Due to continuing losses in its Japanese subsidiary during the year ended December 31, 1999, the Company determined that it was more likely than not that future tax benefits from the deferred tax assets of the Japanese subsidiary would not be realized. Accordingly, as of December 31, 1999, the Company has provided a full valuation allowance of $231,000 against the net deferred tax assets of its Japanese subsidiary. As of December 31, 1999, the Company has available for carryforward net operating losses of approximately $800,000 generated by the Company's Japanese subsidiary. The net operating loss carryforwards will expire if not utilized beginning in the years 2002 through 2004. Differences between income taxes computed by applying the statutory federal income tax rate to income before income taxes and the provision for income taxes consist of the following (in thousands):
Years Ended December 31, ---------------------- 1997 1998 1999 ------ ------ ------ Income taxes computed at 35% U.S. statutory rate... $3,284 $1,028 $1,511 State income taxes................................. 589 207 58 Foreign tax provision (benefit) higher than U.S. rates............................................. -- (74) 59 Foreign sales corporation benefit.................. (274) (99) (228) Change in valuation allowance...................... -- -- 231 Other, net......................................... 26 46 51 ------ ------ ------ Provision for income taxes......................... $3,625 $1,108 $1,682 ====== ====== ======
10. Profit-Sharing and Retirement and Bonus Plans No contributions were made by the Company in 1997, 1998 and 1999 to the Company's discretionary profit-sharing and retirement plan. The Company paid $678,000, $688,000 and $92,000 in 1997, 1998 and 1999, respectively, under formal discretionary cash bonus plans which cover all eligible employees. 11. Major Customers In 1997, sales to one customer accounted for approximately 11.4% of total revenues. In 1998, sales to another customer accounted for approximately 11.2% of total revenues. In 1999, sales to two other customers accounted for approximately 12.8% and 10.5% of total revenues, respectively. At December 31, 1998, no single customer accounted for 10.0% or more of accounts receivable. The customer accounting for 12.8% of total revenues in 1999 also accounted for 11.8% of accounts receivable, at December 31, 1999. 12. Product, Segment and Geographic Information The Company's operating divisions consist of its geographically based entities in the United States, Japan, South Korea and Taiwan. All such operating divisions have similar economic characteristics, as defined in SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information", and accordingly, the Company operates in one reportable segment: the sale, design, manufacture, marketing and support of thin film and overlay dimension metrology systems. For the years ended December 31, 1997, 1998 and 1999, the Company recorded revenue from customers throughout the United States, Canada, Germany, the United Kingdom, Ireland, France, Italy, Sweden, F-18 NANOMETRICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999 Israel, Japan, South Korea, China, Singapore, Hong Kong, Taiwan, Indonesia and Malaysia. The following table summarizes total net revenues and long-lived assets attributed to significant countries (in thousands):
Years Ended December 31, ----------------------- 1997 1998 1999 ------- ------- ------- Total net revenues: United States...................................... $14,539 $12,698 $14,225 Japan.............................................. 10,086 9,167 11,594 Korea.............................................. 5,954 2,596 2,991 Taiwan............................................. 2,583 3,404 4,967 Germany............................................ 1,763 4,784 2,340 All other.......................................... 1,732 615 291 ------- ------- ------- Total net revenues*.............................. $36,657 $33,264 $36,408 ======= ======= =======
December 31, ------------- 1998 1999 ------ ------ Long-lived assets: United States............................................... $1,439 $1,716 Japan....................................................... 2,419 2,569 Korea....................................................... 59 81 Taiwan...................................................... 11 91 ------ ------ Total long-lived assets................................... $3,928 $4,457 ====== ======
- -------- * Net revenues are attributed to countries based on the deployment and service locations of systems. The Company's product lines differ primarily based on the environment the systems will be used in. Automated systems are used primarily in high-volume production environments. Integrated systems are installed inside wafer processing equipment to provide near real-time measurements for improving process control and increasing throughput. Tabletop systems are used primarily in low-volume production environments and in engineering labs where automated handling and high throughput are not required. Sales by product type were as follows (in thousands):
Years Ended December 31, ----------------------- 1997 1998 1999 ------- ------- ------- Automated systems.................................... $21,982 $21,694 $20,885 Integrated systems................................... -- 120 3,953 Tabletop systems..................................... 10,785 7,904 7,324 ------- ------- ------- Total product sales................................ $32,767 $29,718 $32,162 ======= ======= =======
F-19 NANOMETRICS INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999 13. Selected Quarterly Financial Results (Unaudited) The following tables set forth selected quarterly results of operations for the years ended December 31, 1998 and 1999 (in thousands, except per share amounts):
Quarters Ended ----------------------------------- Mar. 31, Jun. 30, Sep. 30, Dec. 31, 1998 1998 1998 1998 -------- -------- -------- -------- Total net revenues......................... $10,538 $10,728 $7,005 $4,993 Gross profit............................... 5,924 5,732 3,357 1,580 Income (loss) from operations.............. 915 2,446 491 (1,442) Net income (loss).......................... 624 1,495 394 (683) Net income (loss) per share: Basic.................................... $ 0.07 $ 0.17 $ 0.05 $(0.08) Diluted.................................. $ 0.07 $ 0.17 $ 0.04 $(0.08) Shares used in per share computation: Basic.................................... 8,545 8,641 8,669 8,686 Diluted.................................. 8,978 9,003 9,074 8,686
Quarters Ended ------------------------------ Jun. Sep. Dec. Mar. 31, 30, 30, 31, 1999 1999 1999 1999 -------- ------ ------ ------- Total net revenues.............................. $6,189 $7,523 $9,821 $12,875 Gross profit.................................... 2,533 3,522 4,669 6,518 Income (loss) from operations................... (401) 395 1,321 2,425 Net income (loss)............................... (201) 304 900 1,631 Net income (loss) per share: Basic......................................... $(0.02) $ 0.03 $ 0.10 $ 0.18 Diluted....................................... $(0.02) $ 0.03 $ 0.10 $ 0.17 Shares used in per share computation: Basic......................................... 8,701 8,757 8,823 9,033 Diluted....................................... 8,701 9,177 9,347 9,842
F-20 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 3,500,000 Shares Nanometrics Incorporated Common Stock [LOGO OF NANOMETRICS] -------- PROSPECTUS , 2000 -------- Salomon Smith Barney Wit SoundView Tucker Anthony Cleary Gull Needham & Company, Inc. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The fees and expenses incurred by the registrant in connection with the offering are payable by the registrant and, other than registration, filing and listing fees, are estimated as follows: Securities and Exchange Commission Registration Fee................... $ 22,880 NASD Filing Fee....................................................... 9,167 Nasdaq Fee for Listing of Additional Shares........................... 40,250 Legal Fees and Expenses............................................... 250,000 Blue Sky Fees and Expenses............................................ 3,000 Accounting Fees....................................................... 150,000 Transfer Agent and Custodian Fees..................................... 136,250 Miscellaneous......................................................... 191,453 -------- Total............................................................... $800,000 ========
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Nanometrics' Articles of Incorporation and Bylaws provide for indemnification of the officers and directors of the Company to the full extent permitted by law. The General Corporation law of the State of California permits a corporation to limit, under certain circumstances, a director's liability for monetary damages in actions brought by or in the right of the corporation. Nanometrics' Articles of Incorporation also provide for the elimination of the liability of directors for monetary damages to the full extent permitted by law. Nanometrics has entered into agreements to indemnify its directors and officers in addition to the indemnification provided for in the Articles of Incorporation and Bylaws. These agreements will, among other things, indemnify Nanometrics' directors and officers for certain expenses (including attorneys' fees), judgments, fines and settlement amounts incurred in any action or proceeding, including any action by or in the right of Nanometrics, on account of services as a director or officer of any other enterprise to which the person provides services at Nanometrics' request. Nanometrics believes that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers. At present, there is no pending litigation or proceeding involving a director, officer or employee of Nanometrics as to which indemnification is sought, nor is Nanometrics aware of any threatened litigation or proceeding that may result in claims for indemnification. See also the undertakings set out in response to Item 17 herein. ITEM 16. EXHIBITS. The following exhibits are filed with this Registration Statement:
Exhibit Number Description ------- ----------- 1.1 Form of Underwriting Agreement 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation 10.1(1) Form of Indemnification Agreement for Directors & Officers 10.2(3) Employee Stock Purchase Plan, as amended through March 1998 10.3(2) 1991 Stock Option Plan, as amended through May 15, 1997 10.4(3) 1991 Director Option Plan as amended April 1994 10.5(4) Amendment to and Restatement of Redemption Agreement dated March 4, 1993 between Vincent J. Coates and Registrant 10.6(1) Consulting Agreement dated as of September 15, 1997 between the Registrant and Kanegi Nagai, as amended
II-1
Exhibit Number Description ------- ----------- 10.7(1) Reverse Split Dollar Insurance Agreement and Collateral Assignment dated March 15, 1993 between the Registrant and Vincent J. Coates 10.8(1) Lease Agreement dated February 25, 1992 between PM-DE and the Registrant, first Addendum to Lease dated February 22, 1992 and First Amendment to Lease dated April 24, 1997 10.9(1) Loan Agreement between Japan Development Bank and Nanometrics Japan k.k. 10.10(1) Loan Agreement and Guarantee dated June 5, 1995 between Mitsubishi Bank, Limited and Nanometrics Japan Ltd. 23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1) 23.2 Independent Auditors' Consent 24.1+ Power of Attorney
- -------- + Previously filed. (1) Incorporated by reference to the Registrant's Registration Statement on Form 10-K filed on April 1, 1998. (2) Incorporated by reference to Exhibit 4.1 filed with Registrant's Registration Statement on Form S-8 (File No. 333-33583) filed on August 14, 1997. (3) Incorporated by reference to the Registrant's Registration Statement on Form 10-K filed on March 2, 2000. (4) Incorporated by reference to Exhibit 10.10 filed with Registrant's Form 10-K dated March 29, 1993. ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) For purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (2) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 15 above, or otherwise, the registrant has 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 liabilities (other than the payment of the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. (3) 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 the registrant 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. (4) For the purpose of determining 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 the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this 2nd amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California on this 2nd day of March, 2000. NANOMETRICS INCORPORATED /s/ Paul B. Nolan By: _________________________________ Paul B. Nolan Chief Financial Officer and Vice President Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on March 2, 2000.
Signature Title --------- ----- * President, Chief Executive ____________________________________ Officer and Director (Principal John D. Heaton Executive Officer) /s/ Paul B. Nolan Chief Financial Officer and Vice ____________________________________ President (Principal Financial Paul B. Nolan and Accounting Officer) * Chairman of the Board ____________________________________ Vincent J. Coates * Director ____________________________________ Nathaniel Brenner * Director ____________________________________ Norman V. Coates * Director ____________________________________ Kanegi Nagai * Director ____________________________________
Edmond R. Ward Paul B. Nolan, by signing his name hereto, does sign and execute this Amendment No. 2 to the registration statement on behalf of each of the above- named officers and directors of the registrant on this 2nd day of March 2000, pursuant to powers of attorneys executed on behalf of each of such officers and directors and previously filed with the Securities and Exchange Commission. /s/ Paul B. Nolan * By: _________________________ Paul B. Nolan Attorney-in-Fact II-3 EXHIBIT INDEX
Exhibit Number Description ------- --------------------------------------------------------------------- 1.1 Form of Underwriting Agreement 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation 10.1(1) Form of Indemnification Agreement for Directors & Officers 10.2(3) Employee Stock Purchase Plan, as amended through March 1998 10.3(2) 1991 Stock Option Plan, as amended through May 15, 1997 10.4(3) 1991 Director Option Plan as amended April 1994 10.5(4) Amendment to and Restatement of Redemption Agreement dated March 4, 1993 between Vincent J. Coates and Registrant 10.6(1) Consulting Agreement dated as of September 15, 1997 between the Registrant and Kanegi Nagai, as amended 10.7(1) Reverse Split Dollar Insurance Agreement and Collateral Assignment dated March 15, 1993 between the Registrant and Vincent J. Coates 10.8(1) Lease Agreement dated February 25, 1992 between PM-DE and the Registrant, first Addendum to Lease dated February 22, 1992 and First Amendment to Lease dated April 24, 1997 10.9(1) Loan Agreement between Japan Development Bank and Nanometrics Japan k.k. 10.10(1) Loan Agreement and Guarantee dated June 5, 1995 between Mitsubishi Bank, Limited and Nanometrics Japan Ltd. Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation 23.1 (included in Exhibit 5.1) 23.2 Independent Auditors' Consent 24.1+ Power of Attorney
- -------- + Previously filed. (1) Incorporated by reference to the Registrant's Registration Statement on Form 10-K filed on April 1, 1998. (2) Incorporated by reference to Exhibit 4.1 filed with Registrant's Registration Statement on Form S-8 (File No. 333-33583) filed on August 14, 1997. (3) Incorporated by reference to the Registrant's Registration Statement on Form 10-K filed on March 2, 2000. (4) Incorporated by reference to Exhibit 10.10 filed with Registrant's Form 10-K dated March 29, 1993. EX-1.1 2 FORM OF UNDERWRITING AGREEMENT Nanometrics Incorporated 3,500,000 Shares / Common Stock (no par value) Underwriting Agreement New York, New York ____________, 2000 Salomon Smith Barney Inc. Soundview Technology Group, Inc. Tucker Anthony Inc. Needham & Company As Representatives of the several Underwriters, c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Nanometrics Incorporated, a corporation organized under the laws of California (the "Company"), proposes to sell to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, 1,750,000 shares of Common Stock, no par value ("Common Stock") of the Company and the shareholders of the Company named in Schedule II hereto (the "Selling Shareholders") propose to sell to the Underwriters an aggregate of 1,750,000 shares of Common Stock (said shares to be issued and sold by the Company and the Selling Shareholder being hereinafter called the "Underwritten Securities"). The Company also proposes to grant to the Underwriters an option to purchase up to 262,500 additional shares of Common Stock and the Selling Shareholders propose to grant to the Underwriters an option to purchase up to 262,500 shares of Common Stock to cover over-allotments (the aggregate of 525,000 shares referred to as the "Option Securities"; the Option Securities, together with the Underwritten Securities, being hereinafter called the "Securities"). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, a Preliminary Prospectus or the Prospectus, as the case may be; and any reference therein pursuant to Item 12 of Form S-2 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of such Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of Registration Statement or the issue date of any Preliminary Prospectus or the Prospectus, as the case may be, deemed to be ____________________ / Plus an option to purchase from the Company and a Selling Shareholder, up to 525,000 additional Securities to cover over-allotments. incorporated therein by reference. Certain terms used herein are defined in Section 17 hereof. 1. Representations and Warranties. (a) The Company and each of the Selling Shareholders severally represent and warrant to, and agree with, each Underwriter as set forth below in this section 1 (i) The Company meets the requirements for use of Form S-2 under the Act and has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-2 (File No. 333-95115) which contains a form of prospectus to be used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Act of 1933 and the rules and regulations promulgated thereunder (collectively, the "Act"), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 434 under the Act or the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (collectively the "Exchange Act"), is called the "Registration Statement." Any registration statement filed by the Company pursuant to Rule 462(b) under the Act is called the "Rule 462(b) Registration Statement," and from and after the date and time of filing of the Rule 462(b) Registration Statement the term "Registration Statement" shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Securities, is called the "Prospectus." All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be. (ii) On the Effective Date, the Registration Statement did or will, and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Option A-2 Securities are purchased, if such date is not the Closing Date (a "settlement date"), the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Act and the rules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any settlement date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company and -------- ------- and each of the Selling Shareholders make no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto). (iii) Each of the Company and the Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation except where failure to be so qualified in any such jurisdiction would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company or its subsidiaries, taken as a whole (a "Material Adverse Effect") and is in good standing under the laws of each jurisdiction which requires such qualification. (iv) All the outstanding shares of capital stock of each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances. (v) The Company's authorized equity capitalization is as set forth in the Prospectus; the capital stock of the Company conforms in all material respects to the description thereof contained in the Prospectus; the outstanding shares of Common Stock have been duly and validly authorized and issued and are fully paid and nonassessable; the Securities have been duly and validly authorized, and, A-3 when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be fully paid and nonassessable; the Securities are duly listed, and admitted and authorized for trading on the Nasdaq National Market, subject to official notice of issuance, the certificates for the Securities are in valid and sufficient form; the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Securities; and, except as set forth in the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding. (vi) There is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; and the statements in the Prospectus insofar as such statements summarize legal matters, agreements or documents or proceedings discussed in the Registration Statement or Prospectus are accurate and fair summaries of such franchise, contract or other document. (vii) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable in accordance with its terms. (viii) The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company" as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except (i) such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Prospectus or (ii) where a failure to obtain such consent, approval, authorization, filing or order would individually or in the aggregate result in a Material Adverse Effect. (x) Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws of the Company or any of its subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party A-4 or bound or to which its or their property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties; except in the case of (ii) and (iii), where such conflict, breach, violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company would not result, individually or in the aggregate, in a Material Adverse Effect. (xi) No holders of securities of the Company have rights to the registration of such securities under the Registration Statement. (xii) The consolidated historical financial statements and schedules of the Company and its consolidated subsidiaries included in the Prospectus and the Registration Statement present fairly in all material respects the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The selected financial data set forth under the caption "Selected Financial Information" in the Prospectus and Registration Statement fairly present, on the basis stated in the Prospectus and the Registration Statement, the information included therein. (xiii) No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or the Subsidiaries or its or their property is pending or, to the best knowledge of the Company, threatened that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) could reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). (xiv) Each of the Company and the Subsidiaries owns or leases all such properties as are necessary to the conduct of its operations as presently conducted. (xv) Neither the Company nor any Subsidiary is in violation or default of (i) any provision of its charter or bylaws, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable; except in the A-5 case of (ii) and (iii), where such violation or default would not result, individually or in the aggregate, in a Material Adverse Effect. (xvi) Deloitte & Touche LLP, who have certified certain financial statements of the Company and its consolidated subsidiaries and delivered their report with respect to the audited consolidated financial statements and schedules included in the Prospectus, are independent public accountants with respect to the Company within the meaning of the Act and the applicable published rules and regulations thereunder. (xvii) There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Company of the Securities. (xviii) The Company has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto)) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). (xix) No labor problem or dispute with the employees of the Company or any of the Subsidiaries exists or is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or the Subsidiaries' principal suppliers, contractors or customers, that could have a Material Adverse Effect, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). (xx) The Company and each of the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of insurance insuring the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and its subsidiaries are in material compliance with the terms of such policies and instruments in all material respects; and there are no claims by the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; and neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar A-6 coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). (xxi) No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary's capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary's property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated by the Prospectus. (xxii) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). (xxiii) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (xxiv) The Company has not taken, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. (xxv) The Company and its subsidiaries are (i) in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic A-7 substances or wastes, pollutants or contaminants, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). Except as set forth in the Prospectus, neither the Company nor any of the subsidiaries has been named as a "potentially responsible party" under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended. (xxvi) In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). (xxvii) Each of the Company and its subsidiaries has fulfilled its obligations, if any, under the minimum funding standards of Section 302 of the United States Employee Retirement Income Security Act of 1974 ("ERISA") and the regulations and published interpretations thereunder with respect to each "plan" (as defined in Section 3(3) of ERISA and such regulations and published interpretations) in which employees of the Company and its subsidiaries are eligible to participate and each such plan is in compliance in all material respects with the presently applicable provisions of ERISA and such regulations and published interpretations. The Company and its subsidiaries have not incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for the payment of premiums in the ordinary course) or to any such plan under Title IV of ERISA. (xxviii) The subsidiaries listed on Annex A attached hereto are ------- the only significant subsidiaries of the Company as defined by Rule 1- 02 of Regulation S-X (the "Subsidiaries"). (xxix) Except as set forth in the Prospectus, the Company and the Subsidiaries own, possess, license or have other rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the "Intellectual Property") reasonably necessary for the conduct of the Company's A-8 business as now conducted or as proposed in the Prospectus to be conducted. Except as set forth in the Prospectus under the caption "Business--Intellectual Property," (a) to the Company's knowledge, there are no rights of third parties to any such Intellectual Property; (b) to the Company's knowledge, there is no material infringement by third parties of any such Intellectual Property; (c) there is no pending or, to the Company's knowledge, threatened action, suit, proceeding or claim by others challenging the Company's rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (d) to the Company's knowledge, there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (e) there is no pending or, to the Company's knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim; (f) to the Company's knowledge, there is no U.S. patent or published U.S. patent application which contains claims that dominate or may dominate any Intellectual Property described in the Prospectus as being owned by or licensed to the Company or that interferes with the issued or pending claims of any such Intellectual Property; and (g) there is no prior art of which the Company is aware that may render any U.S. patent held by the Company invalid or any U.S. patent application held by the Company unpatentable which has not been disclosed to the U.S. Patent and Trademark Office. (xxx) The statements contained in the Prospectus under the captions "Risk Factors - Successful infringement claims by third parties could result in substantial damages, lost product sales and the loss of intellectual property rights by us", "Business - Intellectual Property," "Business - Legal Proceedings" and "Description of Capital Stock" insofar as such statements summarize legal matters, agreements, documents, or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings. (xxxi) Except as disclosed in the Registration Statement and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of Salomon Smith Barney Holdings Inc. and (ii) does not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of Salomon Smith Barney Holding Inc. (xxxii) The Company has tested its systems to evaluate whether its computer hardware and software will be able to recognize and properly execute date-sensitive functions involving certain dates prior to and any dates after December 31, 1999, executing remediation activities to fix non-compliant systems and A-9 monitoring and testing products and systems. To date the Company has not experienced any problems complying with the Year 2000 issue and have not been informed of any failures of its products from customers. (xxxiii) Neither the Company nor any of its subsidiaries nor any of its or their properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise). (xxxiv) The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Prospectus, at the time of the Registration Statement and any amendments thereto become effective and at the Closing Date, will not 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 fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (xxxv) The Company has filed all reports required to be filed pursuant to the Act and the Exchange Act. (xxxvi) The Company has satisfied the conditions for the use of Form S-2, as set forth in the general instructions thereto, with respect to the Registration Statement. Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as the case may be, as to matters covered thereby, to each Underwriter. (b) Each Selling Shareholder represents and warrants with respect to himself or itself, as the case may, severally or not jointly, to, and agrees with, each of the Underwriters that: (i) Such Selling Shareholder is the record and beneficial owner of the Securities to be sold by it hereunder free and clear of all liens, encumbrances, equities and claims and has duly endorsed such Securities in blank, and, assuming that each Underwriter acquires its interest in the Securities it has purchased from such Selling Shareholder without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code ("UCC")), each Underwriter that has purchased such Securities delivered on the Closing Date to The Depository Trust Company or other securities intermediary by making payment therefor as provided herein, and that has had such Securities credited to A-10 the securities account or accounts of such Underwriters maintained with The Depository Trust Company or such other securities intermediary will have acquired a security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities purchased by such Underwriter, and no action based on an adverse claim (within the meaning of Section 8-105 of the UCC) may be asserted against such Underwriter with respect to such Securities. (ii) Such Selling Shareholder has not taken, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. (iii) Certificates in negotiable form for such Selling Shareholder's Securities have been placed in custody, for delivery pursuant to the terms of this Agreement, under a Custody Agreement and Power of Attorney duly authorized (if applicable) executed and delivered by such Selling Shareholder, in the form heretofore furnished to you (the "Custody Agreement") with ____________, as Custodian (the "Custodian"); the Securities represented by the certificates so held in custody for such Selling Shareholder are subject to the interests hereunder of the Underwriters; the arrangements for custody and delivery of such certificates, made by such Selling Shareholder hereunder and under the Custody Agreement, are not subject to termination by any acts of such Selling Shareholder, or by operation of law, whether by the death or incapacity of such Selling Shareholder or the occurrence of any other event; and if any such death, incapacity or any other such event shall occur before the delivery of such Securities hereunder, certificates for the Securities will be delivered by the Custodian in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death, incapacity or other event had not occurred, regardless of whether or not the Custodian shall have received notice of such death, incapacity or other event. (iv) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by the Selling Shareholder of the transactions contemplated herein, except such as may have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters and such other approvals as have been obtained. (v) Neither the sale of the Securities being sold by such Selling Shareholder nor the consummation of any other of the transactions herein contemplated by such Selling Shareholder or the fulfillment of the terms hereof by the Selling Shareholder will conflict with, result in a breach or violation of, or constitute a default under any law or other agreement or instrument to which such A-11 Selling Shareholder is a party or bound, or any judgment, order or decree applicable to such Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Shareholder. (vi) Such Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in this Section 1 are not true and correct, is familiar with the Registration Statement and has no knowledge of any material fact, condition or information not disclosed in the Prospectus or any supplement thereto which has adversely affected or may adversely affect the business of the Company or any of its subsidiaries; and the sale of Securities by such Selling Shareholder pursuant hereto is not prompted by any information concerning the Company or any of its subsidiaries which is not set forth in the Prospectus or any supplement thereto. (vii) In respect of any statements in or omissions from the Registration Statement or the Prospectus or any supplements thereto made in reliance upon and in conformity with information furnished in writing to the Company by the Selling Shareholder specifically for use in connection with the preparation thereof, such Selling Shareholder hereby makes the same representations and warranties to each Underwriter as the Company makes to such Underwriter under paragraph (a)(2)of this Section. Any certificate signed by such Selling Shareholder and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by such Selling Shareholder, as to matters covered thereby, to each Underwriter. 2. Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a purchase price of $ per share, the amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule I hereto. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company and the Vincent J. Coates Foundation hereby grant, severally and not jointly an option to the several Underwriters to purchase the 525,000 shares of Option Securities (262,500 shares of which shall be sold by the Company and 262,500 shares of which shall be sold by the Vincent J. Coates Foundation) at the same purchase price per share as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over- allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or A-12 in part at any time (but not more than once) on or before the 30th day after the date of the Prospectus upon written or telegraphic notice by the Representatives to the Company and the Vincent J. Coates Foundation setting forth the number of shares of the Option Securities as to which the several Underwriters are exercising the option and the settlement date. In the event that the Underwriters exercise less than their full over-allotment option, the number of Option Securities purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. 3. Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on , 2000, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and each Selling Shareholder by wire transfer payable in same-day funds to accounts specified by the Company and the Selling Shareholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company and each Selling Shareholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and Selling Shareholders by wire transfer payable in same-day funds to an account specified by the Company and the Selling Shareholders. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Shareholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. 4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Prospectus. A-13 5. Agreements. (a) The Company agrees with the several Underwriters that: (i) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (2) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information, (5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (ii) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will (1) notify the Representatives of any such event, (2) prepare and file with the Commission, subject to the second sentence of A-14 paragraph (a)(i) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Prospectus to you in such quantities as you may reasonably request. (iii) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (iv) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of each Preliminary Prospectus and the Prospectus and any supplement thereto as the Representatives may reasonably request. (v) The Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Securities and will pay any fee of the National Association of Securities Dealers, Inc. in connection with its review of the offering; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject. (vi) The Company will not, without the prior written consent of Salomon Smith Barney Inc., offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to effect any such transaction, for a period of 90 days after the date of the Underwriting Agreement, provided, however, that -------- ------- (i) the Company may issue and sell Common Stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time and, (ii) the Company may issue Common Stock issuable upon the A-15 conversion of securities or the exercise of warrants outstanding at the Execution Time. (vii) The Company will not take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. (viii) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq National Market; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the National Association of Securities Dealers, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder. (b) Each Selling Shareholder agrees with the several Underwriters that: (i) Such Selling Shareholder will not, without the prior written consent of Salomon Smith Barney, offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective A-16 economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 90 days after the date of this Agreement, other than shares of Common Stock disposed of as bona fide gifts approved by Salomon Smith Barney Inc. or as otherwise provided by the Lock-Up Agreement between the Representatives and such Selling Shareholder relating to the sale of the Securities. (ii) Such Selling Shareholder will not take any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. (iii) Such Selling Shareholder will advise you promptly, and if requested by you, will confirm such advice in writing, so long as delivery of a prospectus relating to the Securities by an underwriter or dealer may be required under the Act, of (i) any material change in the Company's condition (financial or otherwise), prospects, earnings, business or properties, (ii) any change in information in the Registration Statement or the Prospectus relating to the Selling Shareholder or (iii) any new material information relating to the Company or relating to any matter stated in the Prospectus which comes to the attention of the Selling Shareholder. 6. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and each of the Selling Shareholders contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and each of the Selling Shareholders made in any certificates pursuant to the provisions hereof, to the performance by the Company and each Selling Shareholder of their respective obligations hereunder and to the following additional conditions: (a) If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 9:30 AM on the Business Day following the day on which the public offering price was determined, if A-17 such determination occurred after 3:00 PM New York City time on such date; if filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any such supplement, will be filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation in which it owns or leases property and is in good standing under the laws of each jurisdiction which requires such qualification except where failure to be so qualified does not have a Material Adverse Effect; (ii) to the knowledge of such counsel the Company's authorized equity capitalization is as set forth in the Prospectus; the capital stock of the Company conforms in all material respects to the description thereof contained in the Prospectus; the outstanding shares of Common Stock (including the Securities being sold hereunder by each of the Selling Shareholders) have been duly and validly authorized and issued and are fully paid and nonassessable; the Securities being sold hereunder by each of the Company have been duly and validly authorized, and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be fully paid and nonassessable; the Securities being sold by the Selling Shareholders and the Company are duly listed, and admitted and authorized for trading, subject to official notice of issuance, the certificates for the Securities are in valid and sufficient form; the holders of outstanding shares of capital stock of the Company are not entitled to preemptive rights under the Articles of Incorporation of the Company, California law, or to our knowledge other preemptive or other rights to subscribe for the Securities; and, except as set forth in the Prospectus, to such counsel's knowledge no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding; (iii) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the A-18 Subsidiaries or its or their property of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and to the knowledge of such counsel there is no contract or other document of a character required to be described in the Registration Statement or Prospectus or to be filed as an exhibit thereto, which is not described or filed as required; (iv) the conditions of the use of Form S-2 set forth in the General Instructions thereto have been satisfied; (v) this Agreement has been duly authorized, executed and delivered by the Company; (vi) the Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, will not be, an "investment company" as defined in the Investment Company Act of 1940, as amended; (vii) no consent, approval, authorization, filing with or order of any court or governmental agency or body having jurisdiction over the Company is required in connection with the transactions contemplated herein, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated in this Agreement and in the Prospectus and such other approvals (specified in such opinion) as have been obtained or waived, or if not obtained or waived, would not have a Material Adverse Effect; (viii) neither the issue and sale of the Securities, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach, violation or constitute a default of (i) the charter or by- laws of the Company or its subsidiaries, or (ii) the terms of any material indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, or (iii) statute, law, rule, regulation, judgment, order or decree known to such counsel applicable to the Company or its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties; and (ix) no holders of securities of the Company have rights to the registration of such securities under the Registration Statement; and (x) each document filed pursuant to the Exchange Act (other than the financial statements and supporting schedules included therein, as to which no A-19 opinion need be rendered) and incorporated or deemed to be incorporated by reference in the Prospectus complied when so filed as to form in all material respects with the Exchange Act. In addition such counsel shall state that in addition to rendering legal advice and assistance to the Company in the course of the preparation of the Registration Statement and Prospectus, involving, among other things, discussions and inquiries concerning various legal matters and the review of certain corporate records, documents and proceedings (in addition to those described in paragraph (i) through (x) above), such counsel also participated in conferences with certain officers and other representatives of the Company, including its independent certified public accountants and with the Underwriters and their counsel, at which the contents of the Registration Statement and the Prospectus and related matters were discussed; provided, however, that such counsel may state that they have not independently verified the accuracy, completeness or fairness of the information contained in the Registration Statement and Prospectus. Such counsel shall also state that based upon its participation as described in the preceding paragraph, they confirm that they have no reason to believe that (except for financial statements and schedules and other financial and statistical data as to which such counsel need not express any belief) (A) the Registration Statement and the prospectus included therein at the time the Registration Statement became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (B) the Prospectus when issued contained, or as of the date such opinion is delivered, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may state that their opinion is limited to the federal laws of the United States and the laws of the State of California. (c) Each of the Selling Shareholders shall have requested and caused Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for each of the Selling Shareholders, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives to the effect that: (i) this Agreement and the Custody Agreement and Power of Attorney have been duly executed and delivered by each Selling Shareholder, the Custody Agreement is valid and binding on each Selling Shareholder and each Selling Shareholder has full legal right and authority to sell, transfer and deliver in the manner provided in this Agreement and the Custody Agreement the Securities being sold by each Selling Shareholder hereunder; (ii) the delivery by each Selling Shareholder to the several Underwriters of certificates for the Securities being sold hereunder by each Selling Shareholder A-20 against payment therefor as provided herein, will pass valid and marketable title to such Securities to the several Underwriters, free and clear of any adverse claim, assuming the Underwriter purchase such Securities for value, in good faith and without notice of adverse claim, as such terms are defined in the Uniform Commercial Code in effect in California; (iii) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by each Selling Shareholder of the transactions contemplated herein, except such as may have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters and such other approvals (specified in such opinion) as have been obtained; and (iv) neither the sale of the Securities being sold by each Selling Shareholder nor the consummation of any other of the transactions herein contemplated by each Selling Shareholder or the fulfillment of the terms hereof by each Selling Stockholder will conflict with, result in a breach or violation of, or constitute a default under any law the terms of any agreement or instrument known to such counsel and to which either Selling Shareholder is party to or bound, or any judgment, order or decree known to such counsel to be applicable to the Selling Shareholders of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over each of the Selling Shareholders. (v) Each Selling Shareholder is the record and beneficial owner of the Securities to be sold by it hereunder free and clear of all adverse claims. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of California or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, A-21 upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters, and (B) as to matters of fact, to the extent they deem proper, on certificates of the Selling Shareholders and public officials. (d) The Company shall have requested and caused counsel for each of the Company's Subsidiaries, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives to the effect that: (i) the Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification; (ii) all the outstanding shares of capital stock of the Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Subsidiary are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, after due inquiry, any other security interest, claim, lien or encumbrance; (e) The Company shall have requested and caused Fenwick and West LLP, special litigation counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, substantially in the form attached hereto as Exhibit B. --------- (f) The Company shall have requested and caused Skjerven, Morrill, Macpherson, Franklin & Friel LLP, patent counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, substantially in the form attached hereto as Exhibit C. --------- (g) The Representatives shall have received from Brobeck, Phleger & Harrison LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (h) The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board or the President and the principal A-22 financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus, any supplements to the Prospectus and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and (iii) since the date of the most recent financial statements included, or incorporated by references in the Prospectus (exclusive of any supplement thereto), there has been no material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). (i) On the Closing Date, the Representatives shall have received a written certificate executed by the Selling Shareholders or the Attorney- in-Fact of the Selling Shareholders, dated as of such Closing Date, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectus, any supplement to the Prospectus and this Agreement and that the representations and warranties of the Selling Shareholders in this Agreement are true and correct in all material respects on and as of the Closing Date to the same effect as if made on the Closing Date. (j) At least three business days prior to the date hereof, the Company and the Selling Shareholders shall have furnished for review by the Representatives copies of the Power of Attorney and Custody Agreement executed by each Selling Shareholder and such further information, certificates and documents as the Representatives may reasonably request. (k) The Company shall have requested and caused Deloitte & Touche LLP to have furnished to the Representatives, at the Execution Time and at the Closing Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and respective applicable rules adopted by the Commission thereunder and that they have performed a review of the unaudited interim financial information of the Company for the nine- month A-23 period ended December 31, 1999, and as at December 31, 1999, in accordance with Statement on Auditing Standards No. 71 and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules included in the Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related rules and regulations adopted by the Commission; (ii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Registration Statement and the Prospectus, including the information set forth under the captions "Prospectus Summary - Summary Consolidated Financial Data", "Selected Consolidated Financial Data" and "Management's Discussions and Analysis of Financial Condition and Results of Operations" in the Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation; References to the Prospectus in this paragraph (e) include any supplement thereto at the date of the letter. (l) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (j) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto). (m) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request. (n) The securities shall have been quoted, admitted and authorized for trading on the Nasdaq National Market, and satisfactory evidence of such actions shall have been provided to the Representatives. A-24 (o) Prior to the Execution Time, the Company shall have furnished to the Representatives a letter substantially in the form of Exhibit A hereto --------- from each officer and director of the Company and shareholders of the Company holding more than 5% of the Company's outstanding capital stock addressed to the Representatives. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Wilson Sonsini Goodrich & Rosati, P.C., counsel for the Company, at 650 Page Mill Road, Palo Alto, CA 94304 on the Closing Date. 7. Reimbursement of Underwriters' Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company or the Selling Shareholders to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally through Salomon Smith Barney Inc. on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. 8. Indemnification and Contribution. (a) The Company and each of the Selling Shareholders, severally and not jointly, agree to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; A-25 provided, however, that the Company and each of the Selling Shareholders -------- ------- will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein; provided further, the ---------------- Company and each of the Underwriters agrees with each of the Selling Shareholders that any claim of such Underwriter against such Selling Shareholder for indemnification, reimbursement or advancement of expenses pursuant to this Section 8(a) or for breach of any representation or warranty in Section 1 hereof shall first be sought by such Underwriter to be satisfied in full by the Company and, subject to the limitation on the aggregate liability of each Selling Shareholder set forth below, shall be satisfied by the Selling Shareholders only to the extent that such claim has not been satisfied in full by the Company within the 60-day period following the date requested for payment in accordance with the terms of this Agreement. The liability of each Selling Shareholder under this Agreement shall be limited to an amount as set forth in Section 8(e) below. This indemnity agreement will be in addition to any liability which the Company or each Selling Shareholder may otherwise have. (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act and each Selling Shareholder, to the same extent as the foregoing indemnity to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company and the Selling Shareholder acknowledge that the statements set forth in the last paragraph of the cover page regarding delivery of the Securities, under the heading "Underwriting", the sentences related to concessions and reallowances and the paragraph related to stabilization, syndicate covering transactions and penalty bids and passive market making in any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or the Prospectus. (c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and only to the extent such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any A-26 obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to -------- ------- the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Selling Shareholders, severally and not jointly, and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively "Losses") to which the Company, the Selling Shareholder and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company and each Selling Shareholder on the one hand and by the Underwriters on the other hand from the offering of the Securities; provided, however, that in no case shall any Underwriter -------- ------- (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and each Selling Shareholder, severally and not jointly, and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not A-27 only such relative benefits but also the relative fault of the Company and each Selling Shareholder on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company and each Selling Shareholder shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company or either of the Selling Shareholders on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company, each of the Selling Shareholders and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). (e) Notwithstanding the foregoing, the liability of each Selling Shareholder under such Selling Shareholder's representations and warranties contained in Section 1 hereof and under the indemnity and contribution agreements contained in this Section 8 shall be limited to an amount equal to the initial public offering price of the Securities sold by each Selling Shareholder to the Underwriters. The Company and each Selling Shareholder may agree, as among themselves and without limiting the rights of the Underwriters under this Agreement, as to the respective amounts of such liability for which they each shall be responsible. 9. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting A-28 Underwriter or Underwriters agreed but failed to purchase; provided, however, -------- ------- that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter, the Company or Selling Shareholder. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company, a Selling Shareholder and any nondefaulting Underwriter for damages occasioned by its default hereunder. 10. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company and the Selling Shareholder prior to delivery of and payment for the Securities, if at any time prior to such time (i) trading in the Company's Common Stock shall have been suspended by the Commission or the Nasdaq National Market or trading in securities generally on the New York Stock Exchange or the Nasdaq National Market shall have been suspended or limited or minimum prices shall have been established on such Exchange or the Nasdaq National Market, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Prospectus (exclusive of any supplement thereto). 11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Selling Shareholder, the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Selling Shareholder, any Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement. 12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to the Salomon Smith Barney Inc. General Counsel (fax no.: (212) 816-7912) and confirmed to the General Counsel, Salomon Smith Barney Inc., at 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel; or, if sent to the Company, will be mailed, delivered or telefaxed to Chief Financial Officer at 310 De Guigne Drive, Sunnyvale, CA 94086, facsimile: A-29 (408) 720-0196, or if sent to either of the Selling Shareholders, will be mailed or delivered to c/o Vincent Coates at 1080 Leonello Avenue, Los Altos, CA 94024. 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. 14. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. 15. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. 16. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof. 17. Definitions. The terms which follow, when used in this Agreement, shall have the meanings indicated. "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or become effective. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Rule 424", "Rule 430A" and "Rule 462" refer to such rules under the Act. "Rule 430A Information" shall mean information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, each of the Selling A-30 Shareholders and the several Underwriters. Very truly yours, Nanometrics Incorporated By: _____________________ Name: Paul Nolan Title: Chief Financial Officer Selling Shareholders Vincent J. Coates 1999 Charitable Trust UTA dated December 17, 1999 By: _____________________ Name: Title: Vincent J. Coates Foundation By: _____________________ Name: Title: A-31 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Salomon Smith Barney Inc. Needham & Company, Inc. Soundview Technology Group Tucker Anthony Cleary Gull By: Salomon Smith Barney Inc. By: ________________________ Name: Title: For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. A-32 SCHEDULE I ---------- Number of Underwritten Securities to be Underwriters Purchased ---------------------- Salomon Smith Barney Inc................... Soundview Technology Group, Inc............ Tucker Anthony Inc......................... Needham & Company.......................... ----------- Total............................ 3,500,000 =========== SCHEDULE II ----------- Number of Underwritten Securities to be Selling Shareholders Sold ---------------------- Vincent J. Coates 1999 Charitable Trust UTA dated December 17, 1999............ 1,000,000 Vincent J. Coates Foundation.............. 750,000 EXHIBIT A --------- LOCK-UP AGREEMENT ----------------- Nanometrics Incorporated Public Offering of Common Stock January ___, 2000 Salomon Smith Barney Inc. Needham & Company, Inc. SoundView Technology Group, Inc. Tucker Anthony Cleary Gull as representatives of the several Underwriters, c/o Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement"), between Nanometrics Incorporated, a California corporation (the "Company"), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock, no par value (the "Common Stock"), of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Salomon Smith Barney Inc., offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 90 days after the date of the final Prospectus. Notwithstanding the foregoing, if the undersigned is an individual, he or she may transfer any or all of the Shares either during his or her lifetime or on death by gift, will or intestacy to his or her immediate family or to a trust, partnership or other entity, the beneficiaries, partners or equity holders of which are exclusively the undersigned and/or a member or members of his or her immediate family; provided, however, that in any such case, it A-1 shall be a condition to such transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement, and there shall be no further transfer of such Shares except in accordance with this Agreement. For purposes of this paragraph, "immediate family" shall mean lineal descendant, spouse, adopted child, father, mother, brother or sister of the transferor and the spouses, adopted children and lineal descendants of any of the foregoing. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. In any event, the agreement set forth above shall terminate if the pricing of the public offering shall not have occurred prior to or on May 31, 2000. Yours very truly, _______________________________ Signature _______________________________ Print Name A-2 EXHIBIT B --------- OPINION OF FENWICK & WEST ------------------------- B-1 EXHIBIT C --------- FORM OF PATENT OPINION Such counsel are familiar with the technology used by the Company in its business and the manner of its use thereof and have read the Registration Statement and the Prospectus, including particularly the portions of the Registration Statement and the Prospectus referring to patents, trade secrets, trademarks, service marks or other proprietary information or materials and: (a) The Company is listed in the records of the United States Patent and Trademark Office as the holder of record of the patents listed on a schedule to such opinion (the "Patents") and each of the applications listed on a schedule to such opinion (the "Applications"). (b) The Company is listed in the records of the appropriate foreign offices as the holder of record of the foreign patents listed on a schedule to such opinion (the "Foreign Patents") and each of the applications listed on a schedule to such opinion (the "Foreign Applications"). (c) As to the statements under the captions "Risk Factors -- 'Successful infringement claims by third parties could result in substantial damages, lost product sales and the loss of important intellectual property rights by us' and 'Successful infringement claims by third parties could result in substantial damages, lost product sales and the loss of important intellectual property rights by us'" and "Business -- Intellectual Property" and "Business-Legal Proceedings" nothing has come to the attention of such counsel which caused them to believe that the above-mentioned sections of the Registration Statement and any amendment or supplement thereto made available and reviewed by such counsel, at the time the Registration Statement became effective and at all times subsequent thereto up to and on the Closing Date and on any later date on which Option Securities are to be purchased, contained any untrue statement of a material fact or omitted 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. C-1 ANNEX A ------- List of Subsidiaries Pursuant to 1(a)(xxix) EX-5.1 3 OPINION OF WSGR EXHIBIT 5.1 [WILSON SONSINI GOODRICH & ROSATI LETTERHEAD] March 1, 2000 Nanometrics Incorporated 310 DeGuigne Drive Sunnyvale, California 94086 RE: Registration Statement on Form S-2 Ladies and Gentlemen: We have examined the Registration Statement on Form S-2 filed by you with the Securities and Exchange Commission on January 21, 2000 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of 3,500,000 shares of Common Stock (the "Shares"), 1,750,000 of which are presently issued and outstanding and will be sold by certain selling shareholders (the "Selling Shareholders"). We assume that the Shares are to be sold as described in the Registration Statement. As your counsel in connection with this transaction, we have examined the proceedings taken and proposed to the taken in connection with said sale of the Shares. It is our opinion that the 2,275,000 Shares (including 525,000 Shares subject to the underwriters' over-allotment option) to be sold by the Selling Shareholders pursuant to the Registration Statement are validly issued, fully paid and nonassessable and that the 1,750,000 Shares that may be issued and sold by you, when issued and sold in accordance in the manner referred to in the Registration Statement, will be validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectuses constituting a part thereof, and any amendment thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Wilson Sonsini Goodrich & Rosati, P.C. EX-23.2 4 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Amendment No. 2 to Registration Statement No. 333-95115 of Nanometrics Incorporated on Form S-2 of our report dated February 15, 2000, included in the Annual Report on Form 10-K of Nanometrics Incorporated for the year ended December 31, 1999, and to the use of our report dated February 15, 2000, appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to us under the headings "Selected Consolidated Financial Data" and "Experts" in such Prospectus. DELOITTE & TOUCHE LLP San Jose, California March 1, 2000 -----END PRIVACY-ENHANCED MESSAGE-----