Filed by Nanometrics, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Commission File No. 000-13470

Subject Company: Nanometrics, Inc.

Thomas Weisel Partners

Technology Conference

February 6, 2006

Today’s Presentation

Today’s Presentation

•

•

Overview of Nanometrics

Overview of Nanometrics

•

•

Outlook for Growth and Competitive Position

Outlook for Growth and Competitive Position

•

•

Financials

Financials

Who is Nanometrics?

Who is Nanometrics?

A leading provider of integrated and

stand-alone

metrology and process

control technology to the global

semiconductor manufacturing industry

Semiconductor Manufacturing in the 300mm Era

Semiconductor Manufacturing in the 300mm Era

As market windows are collapsing…

Manufacturing is increasingly expensive,   

more automated…

…taking people out of the cleanroom

altogether.

Increasing Importance of Process Control

Increasing Importance of Process Control

More metrology

More metrology

tools required

tools required

per line

per line

-

More mask layers

-

More process steps

-

More single-wafer processes

-

More importance placed on each wafer ($$)

-

More metrology points on each wafer

Trends Driving Integrated Metrology

Trends Driving Integrated Metrology

•

•

Accelerating ramp to production

Accelerating ramp to production

–

Speed up the learning cycle

•

•

Improved production economics

Improved production economics

–

Throughput

–

Footprint

–

Transport

•

•

Every wafer is valuable

Every wafer is valuable

–

Catch problems early

•

•

Increasing automation and fab-wide advanced

Increasing automation and fab-wide advanced

process control (APC)

process control (APC)

–

Requires metrology feedback loop

It’s About More than Maximizing Yield

It’s About More than Maximizing Yield

ASPs

Profit captured getting

to 80% yield one

quarter faster

Incremental revenue for

increasing yield from

95% to 99%

Semiconductor Product Life Cycle

Semiconductor Product Life Cycle

Time

Conventional ramp

Ramp accelerated with

Integrated Metrology

Nanometrics Today

Nanometrics Today

Stand-

Alone

60%

Other

5%

Integrated

35%

•

•

30 years in the business

30 years in the business

•

•

Leading provider of transparent thin film metrology

Leading provider of transparent thin film metrology

•

•

Market flexible, multiple-metrology solutions for both

Market flexible, multiple-metrology solutions for both

integrated and stand-alone applications

integrated and stand-alone applications

•

•

Financially sound and poised for growth

Financially sound and poised for growth

•

•

Acquiring Accent Optical Technologies for ~$85 million *

Acquiring Accent Optical Technologies for ~$85 million *

–

Based on 5 million shares at $15 plus $10.6M debt

*  The transaction is subject to approval of Nanometrics and Accent shareholders and is expected to be completed in 1H 2006.

Who is Accent Optical?

Who is Accent Optical?

•

•

Metrology company offering several technologies:

Metrology company offering several technologies:

–

Overlay metrology

–

Thin film metrology (film characterization, wafer mapping)

–

Optical CD

–

Defect detection

•

•

Serving diverse markets:

Serving diverse markets:

–

Semiconductor photolithography process control

–

Bare wafers/substrates: SSi, SOI…

–

Wireless/HBLEDs

•

•

With strong history and financials

With strong history and financials

–

25 years in the business; buyout of Bio-Rad

–

HQ in Bend, Oregon with R&D/Mfg in York, England

–

200+ employees

–

Healthy revenue run-rate and strong margins

Today’s Presentation

Today’s Presentation

•

•

Overview of Nanometrics

Overview of Nanometrics

•

•

Outlook for Growth and Competitive Position

Outlook for Growth and Competitive Position

•

•

Financials

Financials

Nanometrics’

Growth Opportunities

Nanometrics’

Growth Opportunities

•

•

Increase in semiconductor capital spending

Increase in semiconductor capital spending

•

•

Greater importance of process control as % of CapEx

Greater importance of process control as % of CapEx

•

•

Growing market for NAND/Flash memory

Growing market for NAND/Flash memory

•

•

Increased adoption of Integrated Metrology

Increased adoption of Integrated Metrology

•

•

Introduction of new products in high-growth markets

Introduction of new products in high-growth markets

•

•

Market share gains vs

Market share gains vs

weak competition

weak competition

•

•

Growth through acquisition

Growth through acquisition

Constant Innovation, Expanding Product Line

Constant Innovation, Expanding Product Line

Core Products with    

Leading Market Share

Atlas/FLX

-

Transparent Film Thickness

9010/BOLTS

-

Dielectric CMP, CVD

New Products and

Expanding Markets

Orion

-

Advanced Overlay Control

Atlas-M

-

Mask and Reticle

Metrology

NanoOCD

-

Optical CD Measurement

9010 UDI

-

Defect Detection

Penetration into additional process steps:

Track, Etch, Metal CMP

Nanometrics Addresses Large and Growing Markets

Nanometrics Addresses Large and Growing Markets

$0

$200

$400

$600

$800

$1,000

$1,200

2003

2005

2009

Non-Metal Thin Film Metrology

Overlay Metrology

Integrated Metrology

Macro Defect Inspection

Mask Metrology

OCD/Profile Measurement

$650 million

$800 million

$340 million

22% CAGR

51% CAGR

Accent acquisition expected to add an additional ~$100 million to SAM

Source: Dataquest

Expanding Presence in Key Markets

Expanding Presence in Key Markets

Non-Metal TF

Integrated

OCD/Profile

Overlay

Macro Defect

Mask

Tied for #2 with TWAV

KLA #1, Rudolph #4, Accent #5

Leading Market Share

Nova #2

KLA, TEL and Rudolph <$10M

NANO a newer entrant; only one with integrated

KLA and TWAV have majority of market

Accent shipping tools

NANO Shipping Tools

KLA #1, Accent #2

In Development Stage

KLA #1, August #2  

Shipping Tools

New Products for NANO

Segment wedges denote relative market size in 2005

Accent Top Customers

Accent Top Customers

Nanometrics Top Customers

Nanometrics Top Customers

Positioned with Customers at the Forefront of 300mm

Positioned with Customers at the Forefront of 300mm

-

Other major

-

Other major

Accent Acquisition Expected to Strengthen Position

Accent Acquisition Expected to Strengthen Position

•

•

Huge customer cross-selling opportunities

Huge customer cross-selling opportunities

•

•

Stronger player with greater scale

Stronger player with greater scale

•

•

Complementary technologies

Complementary technologies

•

•

Adds depth to management team

Adds depth to management team

•

•

Financial strength

Financial strength

•

•

Integrated metrology opportunity

Integrated metrology opportunity

Today’s Presentation

Today’s Presentation

•

•

Overview of Nanometrics

Overview of Nanometrics

•

•

Outlook for Growth and Competitive Position

Outlook for Growth and Competitive Position

•

•

Financials

Financials

Creating Operating Leverage

Creating Operating Leverage

•

•

Streamlined business in 2005

Streamlined business in 2005

–

Focus on semiconductors; sold FPD business

•

•

Upgraded financial team

Upgraded financial team

–

CFO, Chief Accounting Officer and Corporate Controller

–

Increased controls, better forecasting

•

•

Re-organized operations and engineering

Re-organized operations and engineering

–

Reducing costs through better manufacturing practices and

improved material control processes

•

•

Leveraging service organization

Leveraging service organization

–

Keep spending flat, support more tools

$0

$10

$20

$30

$40

$50

$60

$70

$80

$90

$100

Quarterly Revenues

Annualized

Scaling the Business

Scaling the Business

2002

2003

2004

2005

Third Quarter 2005 Financials

Third Quarter 2005 Financials

Revenue

$ 14.2 M

Gross Margin

38%

Operating Expenses

$  9.0 M

Operating Loss

($  3.7 M)

Net Loss

($  3.4 M)

EPS

($ 0.26)

Cash and Short-Term Investments            $ 46.5 M

Debt

$   2.0 M

Significant Operating Leverage in the Model

Significant Operating Leverage in the Model

Recent Results

Target Model

Product Gross Margin

51%

60%

Service Gross Margin

(12%)

20% 

Blended Gross Margin

43%

55%

SG&A

29%

21%

R&D

18%

14%

Operating Margin

(4%)

20%

Re-organize Engineering

Leverage Service Group

Conclusion: Nanometrics is in a Strong Position

Conclusion: Nanometrics is in a Strong Position

•

•

Right market segment

Right market segment

•

•

Well positioned with customers that are spending

Well positioned with customers that are spending

money on 300mm

money on 300mm

•

•

Right complement of products –

Right complement of products –

integrated and

integrated and

stand-alone metrology

stand-alone metrology

•

•

Opportunity for significant operating leverage

Opportunity for significant operating leverage

•

•

Consolidator of the metrology market

Consolidator of the metrology market

•

•

More than driving yield…

More than driving yield…

Accelerating the production ramp.

Accelerating the production ramp.

Additional Information and Where to Find It

Additional Information and Where to Find It

In

connection

with

the

planned

merger

(the

“Merger”)

between

Nanometrics,

Inc.

(“Nanometrics”)

and

Accent

Optical

Technologies,

Inc.

(“Accent”)

pursuant

to

the

Agreement

and

Plan

of

Merger

and

Reorganization

dated

January

25,

2006

(the

“Merger

Agreement”),

by

and

between

Nanometrics,

Alloy

Merger

Corporation

(a

wholly

owned

subsidiary

of

Nanometrics)

and

Accent,

Nanometrics

and

Accent

will

file

a

joint

proxy

statement/prospectus.

Nanometrics

intends

to

include

in

such

proxy

statement/prospectus

a

resolution

for

shareholder

approval

of

the

issuance

of

Nanometrics

common

stock

in

consideration

for

all

the

outstanding

shares

of

Accent

capital

stock

and

the

rights

to

acquire

Accent

capital

stock

(the

“Share

Issuance”),

and

certain

other

matters

contemplated

by

the

Merger

Agreement.

Accent

intends

to

include

in

such

proxy

statement/prospectus

a

resolution

for

stockholder

approval

of

the

Merger

Agreement

and

the

Merger

and

certain

other

matters

contemplated

by

the

Merger

Agreement.

The

joint

proxy

statement/prospectus

will

be

mailed

to

the

shareholders

of

Accent

and

Nanometrics.

INVESTORS

AND

SECURITY

HOLDERS

ARE

URGED

TO

READ

THE

JOINT

PROXY

STATEMENT/PROSPECTUS

REGARDING

THE

PROPOSED

MERGER

WHEN

IT

BECOMES

AVAILABLE

BECAUSE

IT

WILL

CONTAIN

IMPORTANT

INFORMATION

ABOUT

THE

TRANSACTION .

The

joint

proxy

statement/prospectus

will

be

filed

with

the

Securities

and

Exchange

Commission

(“SEC”)

by

Nanometrics

and

Accent.

Investors

and

security

holders

may

obtain

a

free

copy

of

the

joint

proxy

statement/prospects

(when

it

is

available)

and

other

documents

filed

by

Nanometrics

with

the

SEC

at

the

SEC’s

web

site

at

www.sec.gov.

The

joint

proxy

statement/prospectus

and

these

other

documents

may

also

be

obtained

for

free

from

Nanometrics

by

directing

a

request

to

Nanometrics,

Inc.,

1550

Buckeye

Drive,

Milpitas,

California

95035,

Attention:

Investor

Relations,

Telephone:

(408)

435-9600

or

by

sending

an

email

request

to

investors@nanometrics.com.

Additional Information and Where to Find It

Additional Information and Where to Find It

Nanometrics

and

its

executive

officers

and

directors

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

from

Nanometrics’

and

Accent’s

shareholders

with

respect

to

the

transactions

contemplated

by

the

Merger

Agreement.

Information

regarding

such

officers

and

directors

is

included

in

Nanometrics’

Proxy

Statement

for

its

2005

Annual

Meeting

of

Shareholders

filed

with

the

SEC

on

August

4,

2005.

This

document

is

available

free

of

charge

at

the

SEC’s

web

site

at

www.sec.gov

and

from

Nanometrics

by

directing

a

request

to

Nanometrics,

Inc.,

1550

Buckeye

Drive,

Milpitas,

California

95035,

Attention:

Investor

Relations,

Telephone:

(408)

435-9600

or

by

sending

an

email

request

to

investors@nanometrics.com.

Accent

and

its

executive

officers

and

directors

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

from

Accent’s

and

Nanometrics’

shareholders

with

respect

to

the

transactions

contemplated

by

the

Merger

Agreement.

Information

regarding

such

Accent

directors

and

executive

officers

and

their

interests

in

the

Merger

will

be

included

in

the

joint

proxy

statement/prospectus.

This

communication

shall

not

constitute

an

offer

to

sell

or

the

solicitation

of

an

offer

to

buy

any

securities,

nor

shall

there

be

any

sale

of

securities

in

any

jurisdiction

in

which

such

offer,

solicitation

or

sale

would

be

unlawful

prior

to

registration

or

qualification

under

the

securities

laws

of

any

such

jurisdiction.

No

offering

of

securities

shall

be

made

except

by

means

of

a

prospectus

meeting

the

requirements

of

Section

10

of

the

Securities

Act

of

1933,

as

amended.

Forward Looking Statements

Forward Looking Statements

This

communication

contains

forward-looking

statements

within

the

meaning

of

the

safe

harbor

provisions

of

the

Private

Securities

Litigation

Reform

Act

of

1995,

such

as

statements

regarding

the

expected

cost

savings,

impact

of

the

Merger

on

operating

results

of

the

combined

company,

market

position

of

the

combined

company

and

product

portfolio

of

the

combined

company.

These

statements

are

not

guarantees

of

future

performance,

involve

certain

risks,

uncertainties

and

assumptions

that

are

difficult

to

predict,

and

are

based

upon

assumptions

as

to

future

events

that

may

not

prove

accurate. 

Therefore,

actual

outcomes

and

results

may

differ

materially

from

what

is

expressed

herein.

In

any

forward-looking

statement

in

which

Nanometrics

expresses

an

expectation

or

belief

as

to

future

results,

such

expectation

or

belief

is

expressed

in

good

faith

and

believed

to

have

a

reasonable

basis,

but

there

can

be

no

assurance

that

the

statement

or

expectation

or

belief

will

result

or

be

achieved

or

accomplished.

The

following

factors,

among

others,

could

cause

actual

results

to

differ

materially

from

those

described

in

the

forward-looking

statements:

the

risk

that

the

Nanometrics

and

Accent

businesses

will

not

be

integrated

successfully;

Nanometrics’

ability

to

achieve

the

cost

savings

and

cash

earnings

expected,

costs

related

to

the

Merger;

failure

of

the

Nanometrics

shareholders

to

approve

the

Share

Issuance,

failure

of

the

parties

to

satisfy

various

closing

conditions,

the

inability

of

Nanometrics

to

achieve

the

market

position

anticipated

and

other

economic,

business,

competitive

and/or

regulatory

factors

affecting

Nanometrics’

and

Accent’s

businesses

generally,

including

those

set

forth

in

Nanometrics’

filings

with

the

SEC,

including

its

Annual

Report

on

Form

10-K

for

its

most

recent

fiscal

year,

especially

in

the

Management

Discussion

and

Analysis

section,

its

most

recent

Quarterly

Reports

on

Form

10-Q

and

its

Current

Reports

on

Form

8-K.

All

forward-looking

statements

included

in

this

communication

are

based

on

information

available

to

Nanometrics

on

the

date

hereof.

Nanometrics

undertakes

no

obligation

(and

expressly

disclaims

any

such

obligation)

to

update

forward-looking

statements

made

in

this

communication

to

reflect

events

or

circumstances

after

the

date

of

this

communication

or

to

update

reasons

why

actual

results

could

differ

from

those

anticipated

in

such

forward-looking

statements.