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

February 15, 2006

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 2.02 – Results of Operations and Financial Condition.

On February 15, 2006, Nanometrics Incorporated (the “Company”) issued a press release announcing preliminary financial results for the fourth quarter ended December 31, 2005. The press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

The information in this current report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) nor otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 – Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press Release issued by Nanometrics Incorporated dated February 15, 2006.

Signature

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: February 15, 2006	NANOMETRICS INCORPORATED
	/s/ Douglas J. McCutcheon
	Douglas J. McCutcheon Chief Financial Officer

Exhibit Index

Exhibit Number	Exhibit Title
99.1	Press Release issued by Nanometrics Incorporated dated February 15, 2006.

EX-99.1

Exhibit 99.1

Filed by Nanometrics Incorporated

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 Incorporated

News Release

Agency Contact:	Company Contact:
Bruce Hokanson	Douglas McCutcheon
Loomis Group	Nanometrics, Inc.
360-574-4000, 360-574-4447 fax	408.435.9600, 408.232.5910 fax
email: hokansonb@loomisgroup.com	email: dmccutcheon@nanometrics.com

Nanometrics Reports Fourth Quarter and Full Year Financial Results for 2005

Quarterly revenues in line with guidance

MILPITAS, Calif., February 15, 2006 — Nanometrics Incorporated (Nasdaq: NANO), a leading supplier of advanced integrated and standalone metrology equipment to the semiconductor industry, today announced its results for the fourth quarter and full fiscal year ended December 31, 2005.

Revenues for the fourth quarter of 2005 were $14.2 million, flat compared to the third quarter of 2005 and representing a 30 percent decrease from the restated revenues of $20.4 million for the fourth quarter of 2004. The net loss for the fourth quarter of 2005 was $2.1 million or $0.16 per share. This compares to a net loss of $3.4 million or $0.26 per share for the third quarter of 2005 and net income of $2.1 million or $0.16 per diluted share for the restated fourth quarter of 2004.

For the fiscal year ended December 31, 2005, Nanometrics’ revenues were a record $70.5 million, slightly above restated revenues of $69.9 million for 2004. Net income for fiscal 2005 was $1.5 million or $0.11 per diluted share compared to net income of $3.7 million or $0.28 per diluted share for the restated fiscal 2004. The Company’s financial position continues to be strong with cash, cash equivalents and short-term investments totaling $45.4 million, debt of just $3.0 million and working capital of $76.7 million.

“We are pleased to report revenues for the fourth quarter in line with guidance provided during our November 2005 conference call, and we are even more pleased that the cost reduction initiatives Nanometrics began implementing in 2005 are already making a positive impact on our gross and operating margins,” stated Douglas J. McCutcheon, chief financial officer of Nanometrics.

1

John Heaton, Nanometrics president and chief executive officer added, “We realize the market is eagerly anticipating learning more about the Accent transaction, and we are driving hard towards filing the S-4 with year-end audited numbers for both of our companies. In the meantime, Doug and I and the rest of our team are focused on executing our plan for 2006.”

About Nanometrics

Nanometrics is a leader in the design, manufacture and marketing of high-performance process control metrology systems used in semiconductor manufacturing. 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, California, and sales and service offices worldwide. Nanometrics is traded on the Nasdaq National Market under the symbol NANO. Nanometrics’ website is: http://www.nanometrics.com.

A conference call to discuss results for the fourth quarter of 2005 will be held on February 16, 2006 at 9:00 a.m. ET (6:00 a.m. PT). To participate in the earnings conference call, the dial-in numbers are 866-713-8395 in the United States or 617-597-5309 for international calls. The passcode is 89979719. If you are unable to participate during the live conference call, a webcast will be made available on the “Investors” section of the Nanometrics website.

Additional Information and Where To Find It

In connection with the planned merger (the “Merger”) between Nanometrics Incorporated (“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.

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.

NANOMETRICS INCORPORATED

CONSOLIDATED BALANCE SHEETS

(In thousands except share amounts)

(Unaudited)

	December 31, 2005		January 1, 2005
			As restated
ASSETS
Current assets:
Cash and cash equivalents	$	40,445	$	15,949
Short-term investments		4,949		17,919
Accounts receivable, net of allowances of $592 and $603		18,983		22,222
Inventories		25,656		25,494
Prepaid expenses and other		1,259		944
Total current assets		91,292		82,528
Property, plant and equipment, net		42,928		49,035
Intangible assets		639		924
Other assets		1,441		1,282
Total assets	$	136,300	$	133,769
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Revolving line of credit	$	1,186	$	—
Accounts payable		3,348		3,146
Accrued payroll and related expenses		1,540		2,512
Deferred revenue		3,448		3,506
Other current liabilities		3,869		2,097
Income taxes payable		770		1,515
Current portion of debt obligations		400		1,164
Total current liabilities		14,561		13,940
Deferred income taxes and other long-term liabilities		—		930
Debt obligations		1,396		2,070
Total liabilities		15,957		16,940
Shareholders' equity
Common stock, no par value; 50,000,000 shares authorized; 12,990,894 and 12,566,636 outstanding		107,294		104,191
Retained earnings		12,218		10,707
Accumulated other comprehensive income		831		1,931
Total shareholders’ equity		120,343		116,829
Total liabilities and shareholders' equity	$	136,300	$	133,769

NANOMETRICS INCORPORATED

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Year Ended
	December 31, 2005			January 1, 2005			December 31, 2005			January 1, 2005
				As restated						As restated
Net revenues:
Products	$	11,695		$	18,476		$	61,012		$	62,147
Service		2,530			1,884			9,531			7,784
Total net revenues		14,225			20,360			70,543			69,931
Costs and expenses:
Cost of products		4,745			8,585			29,173			27,812
Cost of service		2,886			3,078			10,695			8,404
Research and development		2,407			3,310			12,533			12,827
Selling		2,556			2,505			10,945			11,748
General and administrative		4,135			1,110			11,882			5,137
Merger termination fee		—			—			(8,300	)		—
Asset impairment		—			—			2,232			—
Total costs and expenses		16,729			18,588			69,160			65,928
Income (loss) from operations		(2,504	)		1,772			1,383			4,003
Other income (expense):
Interest income		387			102			998			276
Interest expense		(38	)		(32	)		(73	)		(110	)
Other, net		(85	)		250			(579	)		(44	)
Total other income, net		264			320			346			122
Income (loss) before income taxes		(2,240	)		2,092			1,729			4,125
Provision (benefit) for income taxes		(180	)		(38	)		218			426
Net income (loss)	$	(2,060	)	$	2,130		$	1,511		$	3,699
Net income (loss) per share:
Basic	$	(0.16	)	$	0.17		$	0.12		$	0.30
Diluted	$	(0.16	)	$	0.16		$	0.11		$	0.28
Shares used in per share computation:
Basic		12,981			12,495			12,760			12,320
Diluted		12,981			13,499			13,471			13,364