8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 5, 2005

Date of Report (date of earliest event reported)

Nanometrics Incorporated

(Exact name of registrant as specified in charter)

California	0-13470	94-2276314
(State or other jurisdiction of incorporation)	(Commission File Number)	(I. R. S. Employer Identification No.)

1550 Buckeye Drive, Milpitas, California 95035

(Address of principal executive offices)

Registrant’s telephone number, including area code: (408) 435-9600

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 1.01 – Entry into a Material Definitive Agreement.

Effective as of April 5, 2005, Nanometrics Incorporated named Michael Weber, 47, to the newly created position of Vice President of Engineering. Nanometrics has agreed to pay Mr. Weber a base salary at an annual rate of $175,000 and to issue to Mr. Weber seven-year non-qualified stock options to purchase an aggregate of 50,000 shares of Nanometrics common stock. The options are exercisable at $12.54 per share and will vest at a rate of 33.3% upon each anniversary of the date the options were granted, April 6, 2005.

The press release announcing Mr. Weber’s position as Vice President of Engineering is furnished as an exhibit to this Current Report on Form 8-K.

Item 9.01 – Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Nanometrics Incorporated dated April 11, 2005

SIGNATURES

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

Dated: April 11, 2005	NANOMETRICS INCORPORATED
	/s/ Paul B. Nolan
	Paul B. Nolan Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Nanometrics Incorporated dated April 11, 2005

EX-99.1

Exhibit 99.1

NANOMETRICS INCORPORATED 1550 Buckeye Drive Milpitas CA 95035 Tel: 408.435.9600 Fax: 408.232.5910

News Release

Agency Contact:	Company Contact:
Vincent Mayeda	Peter Gise
The Loomis Group	Nanometrics, Inc.
909.614.1767, 909.606.5317 fax	408.435.9600 ext. 264, 408.232.5910 fax
email: mayedav@loomisgroup.com	email: pgise@nanometrics.com

NANOMETRICS NAMES MICHAEL WEBER VICE PRESIDENT OF ENGINEERING

Milpitas, Calif., April 11, 2005 — Nanometrics, Inc. (Nasdaq: NANO), a leading supplier of advanced integrated and standalone metrology equipment for the semiconductor industry, today named Michael Weber, 47, to the newly created position of Vice President of Engineering. Weber will manage all aspects the company’s engineering and product development programs in Milpitas, and report directly to Nanometrics President and CEO John Heaton.

Weber, who has been issued eight patents in metrology and instrumentation over his career, brings to Nanometrics more than 20 years’ experience in product engineering and business management, including 15 years’ experience managing semiconductor metrology programs. Most recently, Weber was the vice president of KLA-Tencor’s Surface Metrology division, where he was responsible for technology and product strategy programs.

According to Heaton, Weber’s applied experience in the complicated task of developing new technologies and incorporating them into new products was an important factor in this appointment. “We are pleased to welcome Michael, who brings in-depth metrology expertise and technical knowledge to Nanometrics,” stated Heaton. “His acute understanding of managing successful metrology development programs will be invaluable in providing the necessary leadership for this key position.”

Prior to his position as VP of Surface Metrology for KLA-Tencor, Weber was VP of Engineering for Sensys Instruments. Before joining Sensys Instrument, he held several positions within KLA-Tencor, including director of Engineering and director of Technical Marketing. Weber began his career in 1983 developing mass spectrometer instruments for San Jose, Calif.-based Finnigan MAT. Weber holds a Physik-Diplom degree (the equivalent to a master’s degree in physics) from Universität Bremen, Germany.

About Nanometrics

Nanometrics is a leader in the design, manufacture and marketing of high-performance process control metrology systems used in the manufacture of semiconductors, integrated circuits and flat panel displays. Nanometrics metrology systems measure various thin film properties, critical circuit dimensions and layer-to-layer circuit alignment (overlay) during various steps of the manufacturing process, enabling semiconductor and integrated circuit manufacturers to improve yields, increase productivity and lower their manufacturing costs. Nanometrics maintains its headquarters in Milpitas, and sales and service offices worldwide. Nanometrics is traded on NASDAQ under the symbol NANO. Nanometrics’ website is: http://www.nanometrics.com

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