-----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, Axsy3+ukDvbq2y/KtHto30PFs7GeIUTHPiYe1iD70lbyFzhi6IV/N49vMnYsO8eO SO1KMiN+D2goprGwKg0zJA== 0001181431-06-043572.txt : 20060725 0001181431-06-043572.hdr.sgml : 20060725 20060725203750 ACCESSION NUMBER: 0001181431-06-043572 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060721 FILED AS OF DATE: 20060725 DATE AS OF CHANGE: 20060725 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 1550 BUCKEYE DRIVE CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 408-435-9600 MAIL ADDRESS: STREET 1: 1550 BUCKEYE DRIVE CITY: MILPITAS STATE: CA ZIP: 95035 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rhine Bruce C CENTRAL INDEX KEY: 0001369134 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13470 FILM NUMBER: 06980227 BUSINESS ADDRESS: BUSINESS PHONE: 408-435-9600 MAIL ADDRESS: STREET 1: C/O NANOMETRICS INCORPORATED STREET 2: 1550 BUCKEYE DRIVE CITY: MILPITAS STATE: CA ZIP: 95035 4 1 rrd125202.xml FORM 4 X0202 4 2006-07-21 0 0000704532 NANOMETRICS INC NANO 0001369134 Rhine Bruce C 1550 BUCKEYE DRIVE MILPITAS CA 95035 1 1 0 0 Chief Strategy Officer & Dir Common Stock 2006-07-21 4 A 0 15836 A 15836 D Common Stock 2006-07-21 4 A 0 934683 A 950519 I See footnote Common Stock 2006-07-21 4 A 0 406200 A 1356719 I See footnote Non-Qualified Stock Option (right to buy) 15.98 2006-07-21 4 A 0 84942 A 2016-01-25 Common Stock 84942 84942 D Shares received in exchange for shares of Series A Preferred Stock and Common Stock of Accent Optical Technologies, Inc., a privately held corporation ("Accent"), held by the Reporting Person in connection with the merger of Alloy Merger Corporation, a wholly owned subsidiary of Nanometrics Incorporated ("Nanometrics"), with and into Accent. Accent will continue as the surviving corporation as a wholly owned subsidiary of Nanometrics. Stockholders of Accent, including the Reporting Person, received their pro rata share of approximately 4,900,000 shares of Nanometrics common stock. On July 21, 2006, the effective date of the merger, the closing price of Nanometrics common stock was $8.80 per share. Shares held directly by the Bruce Charles Rhine and Martha Hawn Rhine Family Trust. Shares held directly by the Rhine 2000 Children's Trust (the "Children's Trust"). David Johnson is the Trustee of the Children's Trust and has sole voting and investment power over the shares held by the Children's Trust. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The option was originally granted under the Accent Optical Technologies, Inc. Stock Incentive Plan and was assumed by Nanometrics in the merger and replaced with an option to purchase 84,492 shares of Nanometrics common stock at $15.98 per share. Shares vest and become exercisable in three equal annual installments beginning on January 25, 2007. Not applicable. /s/ Quentin Wright, attorney-in-fact 2006-07-25 -----END PRIVACY-ENHANCED MESSAGE-----