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

Investor Presentation

February 2006

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

What’s Driving the Semiconductor Industry Today?

What’s Driving the Semiconductor Industry Today?

•

•

Consumer electronics surpassing PCs

Consumer electronics surpassing PCs

•

•

Accelerated development timeline

Accelerated development timeline

•

•

New chips require 300mm processing

New chips require 300mm processing

–

SOC, DDR2, Flash

•

•

Majority of industry profits driven by:

Majority of industry profits driven by:

–

Newly-released products

–

Highest performance devices

•

•

New Fabs

New Fabs

in Asia—Korea and Japan

in Asia—Korea and Japan

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

Growing Share of Semiconductor Capital Spending

Growing Share of Semiconductor Capital Spending

Source: Dataquest

Larger Wafers Require More Metrology

Larger Wafers Require More Metrology

-

-

More mask layers

More mask layers

-

-

More process steps

More process steps

-

-

More single-wafer processes

More single-wafer processes

-

-

More importance placed on each wafer ($$)

More importance placed on each wafer ($$)

-

-

More metrology points on each wafer

More metrology points on each wafer

More metrology

More metrology

tools required

tools required

per line

per line

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

Integrated Improves Productivity

Integrated Improves Productivity

*

*

*

*

3 mins

Travel Time

30 secs

30 secs

100

WPH

90

WPH

100

60

w/min  X

6

min

= 10 wafers

Lost Productivity

2 mins

Measurement

Time

When running qualification cycles..

Productivity Loss = 10%

without Integrated Metrology

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

USA

34%

Japan

26%

Korea

25%

Taiwan

11%

Other

4%

Integrated

38%

Stand-

Alone

56%

Other

6%

Nanometrics Today

Nanometrics Today

•

•

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 ~$80 million *

Acquiring Accent Optical Technologies for ~$80 million *

–

Based on 5 million shares at $14 plus $10.6M debt

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

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

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

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

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

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

Financial Overview

Financial Overview

Financial Overview

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

Fourth Quarter 2005 Financials

Fourth Quarter 2005 Financials

Revenue

$ 14.2 M

Gross Margin

46%

Operating Expenses

$  9.1 M

Operating Loss

($  2.5 M)

Net Loss

($  2.1 M)

EPS

($  0.16)

Cash and Short-Term Investments           $ 45.4 M

Total Debt

$

3.0 M

Significant Operating Leverage in the Model

Significant Operating Leverage in the Model

Recent Results

Target Model *

Product Gross Margin

52%

60%

Service Gross Margin

(12%)

20% 

Blended Gross Margin

43%

55%

SG&A

32%

21%

R&D

18%

14%

Operating Margin

(7%)

20%

Re-organize Engineering

Leverage Service Group

* Excludes expenses from patent litigation, amortization of intangibles and equity-based compensation.

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

Incorporated,

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.