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 25, 2007

Date of Report (date of earliest event reported)

Nanometrics Incorporated

(Exact name of Registrant as specified in charter)

Delaware	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 April 25, 2007 Nanometrics Incorporated (the “Company”) issued a press release announcing preliminary financial results for the first quarter ended March 31, 2007. 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 exhibits 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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 23, 2007, Nanometrics announced that it has appointed Quentin B. Wright, an officer of the company, to replace Douglas J McCutcheon as the company’s Chief Financial Officer on an interim basis, effective immediately. The Company will conduct a nationwide search for a permanent replacement for Mr. McCutcheon.

Mr. Wright, 50, has served as the company’s Chief Accounting Officer since April 2005. Prior to joining Nanometrics, Mr. Wright provided financial consulting services for various technology clients in Silicon Valley. From May 1999 until November 2003, Mr. Wright served as Director of Accounting of Adaptec, Inc., a manufacturer of storage access solutions. Mr. Wright holds a B.S. degree in Business Administration from Oregon State University.

On April 25, 2007, the company issued a press release relating to these matters. A copy is filed herewith as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by Nanometrics Incorporated dated April 25, 2007, reporting first quarter financial results
99.2	Press release issued by Nanometrics Incorporated dated April 25, 2007, announcing organizational change

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: April 25, 2007	NANOMETRICS INCORPORATED
	/s/ Bruce C. Rhine
	Bruce C. Rhine President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press release issued by Nanometrics Incorporated dated April 25, 2007, reporting first quarter financial results
99.2	Press release issued by Nanometrics Incorporated dated April 25, 2007, announcing organizational change

EX-99.1

Exhibit 99.1

	Nanometrics Incorporated	Tel: 408.545.6000
	1550 Buckeye Drive	Fax: 408.232.5910
	Milpitas, CA 95035
	www.nanometrics.com

News Release

Investor Relations Contact:	Company Contact:
Claire McAdams	Bruce Rhine
Headgate Partners LLC	Nanometrics Incorporated
530.274.0551, 530.274.0531 fax	408.545.6000, 408.232.5910 fax
email: claire@headgatepartners.com	email: brhine@nanometrics.com

Nanometrics Reports Financial Results for the First Quarter of 2007

MILPITAS, California, April 25, 2007 — Nanometrics Incorporated (Nasdaq: NANO), a leading supplier of advanced metrology equipment to the semiconductor industry, today announced its results for the first quarter ended March 31, 2007.

Revenues for the first quarter were $37.1 million, representing a 49 percent increase from fourth quarter 2006 revenues of $24.9 million and a 96 percent increase over revenues of $19.0 million for the first quarter of 2006. Net loss for the first quarter of 2007 was $4.6 million or $0.26 per share. This compares to a net loss of $12.1 million or $0.69 per share for the fourth quarter of 2006 and a net loss of $1.3 million or $0.10 per share for the first quarter of 2006.

Included in the net loss for the first quarter of 2007 are non-cash charges of $1.5 million for amortization of acquired intangible assets and other acquisition-related charges, and $1.2 million for stock-based compensation expenses as required with the adoption of Financial Accounting Standard 123R.

“In the last four weeks, the team’s top priority has been to change the company’s trajectory in profitability, cash flow and predictability. We are starting to see early signs that the trajectory is already changing,” commented Bruce C. Rhine, president and chief executive officer of Nanometrics. “This was a record revenue quarter for Nanometrics, one which included especially strong shipments of our flagship tools to some of our best customers in the memory market. In addition, our cash balance increased by approximately $1.2 million during the quarter. While the top line demonstrates that the market is robust and our products are competitive, the bottom line represents significant opportunities for improvement.”

Conference Call Details

A conference call to discuss the first quarter 2007 results will be held today, April 25, 2007, at 5:00 p.m. ET (2:00 p.m. PT). To participate in the earnings conference call, the dial-in numbers are 888-396-2384 for domestic callers and 617-847-8711 for international callers. The passcode is 26553900. If you are unable to participate during the live conference call, a webcast will be made available on the Nanometrics website at www.nanometrics.com.

About Nanometrics: Nanometrics is a leader in the design, manufacture and marketing of high-performance process control metrology systems used in semiconductor manufacturing. Nanometrics standalone and integrated metrology systems measure various thin film properties, critical dimensions, overlay control and optical, electrical and material properties, including the structural composition of silicon and compound

semiconductor devices, during various steps of the manufacturing process. These systems enable semiconductor manufacturers to improve yields, increase productivity and lower their manufacturing costs. The Company maintains its headquarters in Milpitas, California, with sales and service offices worldwide. Nanometrics is traded on NASDAQ Global Market under the symbol NANO. Nanometrics’ website is http://www.nanometrics.com.

Forward Looking Statements

This press release contains forward-looking statements including, but not limited to, statements regarding Nanometrics’ expected results for its most recently completed fiscal quarter, which remain subject to adjustment in connection with the preparation of Nanometrics’ audited financial statements, as well as statements made by Mr. Rhine concerning the Company’s financial prospects. These statements relate to future events and involve known and unknown risks, uncertainties and other factors that may cause Nanometrics’ actual financial results, levels of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements are only predictions and actual events or results may differ materially. Nanometrics cannot provide any assurance that its future results will meet expectations. For additional information and considerations regarding the risks faced by Nanometrics, see its annual report on Form 10-K for the year ended December 30, 2006 as filed with the Securities and Exchange Commission, as well as other periodic reports filed with the SEC from time to time including its quarterly reports on Form 10-Q. Other factors that may impact reported results include challenges in integrating the operations of companies Nanometrics has acquired, such as Accent Optical and Soluris. Although Nanometrics believes that the expectations reflected in the forward-looking statements are reasonable, Nanometrics cannot guarantee future results, levels of activity, performance or achievements. In addition, neither Nanometrics nor any other person assumes responsibility for the accuracy or completeness of these forward-looking statements. Nanometrics disclaims any obligation to update information contained in any forward-looking statement.

NANOMETRICS INCORPORATED

Consolidated Balance Sheets

(In thousands except share amounts)

(Unaudited)

	March 31, 2007			December 30, 2006
ASSETS
Current assets:
Cash and cash equivalents	$	9,202		$	7,957
Accounts receivable, net of allowances of $758 and $841		28,114			24,888
Inventories		39,590			43,858
Prepaid expenses and other		3,859			3,639
Total current assets		80,765			80,342
Property, plant and equipment, net		42,756			43,294
Goodwill		55,217			55,217
Intangible assets		26,034			27,583
Other assets		1,595			1,985
Total assets	$	206,367		$	208,421
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Revolving line of credit	$	—		$	—
Accounts payable		11,034			9,155
Accounts payable to related party		676			181
Accrued payroll and related expenses		4,872			5,227
Deferred revenue and product margin		7,135			6,496
Other current liabilities		7,287			8,381
Income taxes payable		565			695
Current portion of debt obligations		492			486
Total current liabilities		32,061			30,621
Deferred income taxes		1,848			1,848
Debt obligations		1,198			1,321
Total liabilities		35,107			33,790
Stockholders’ equity
Common stock, $0.001 par value; 47,000,000 shares authorized; 18,152,099 and 18,141,589, respectively, outstanding		18			18
Additional paid-in capital		183,387			182,096
Accumulated deficit		(14,520	)		(9,909	)
Accumulated other comprehensive income		2,375			2,426
Total stockholders’ equity		171,260			174,631
Total liabilities and stockholders’ equity	$	206,367		$	208,421

NANOMETRICS INCORPORATED

CONSOLIDATED STATEMENT OF OPERATIONS

(In thousands except share amounts)

(Unaudited)

	Three Months Ended
	March 31, 2007			April 1, 2006
Net revenues:
Products	$	32,526		$	15,972
Service		4,589			2,996
Total net revenues		37,115			18,968
Costs and expenses:
Cost of products		18,130			7,909
Cost of service		5,829			2,534
Research and development		4,586			2,528
Selling		6,267			3,102
General and administrative		6,993			4,550
Total costs and expenses		41,805			20,623
Loss from operations		(4,690	)		(1,655	)
Other income (expense):
Interest income		23			332
Interest expense		(39	)		(13	)
Other, net		119			35
Total other income (expense), net		103			354
Loss before income taxes		(4,587	)		(1,301	)
Provision for income taxes		24			21
Net loss	$	(4,611	)	$	(1,322	)
Net loss per share:
Basic	$	(0.26	)	$	(0.10	)
Diluted	$	(0.26	)	$	(0.10	)
Shares used in per share computation:
Basic		17,658			13,018
Diluted		17,658			13,018

EX-99.2

Exhibit 99.2

Nanometrics Incorporated	Tel: 408.435.9600
1550 Buckeye Drive	Fax: 408.232.5910
Milpitas, CA 95035 www.nanometrics.com

Investor Relations Contact:	Company Contact:
Claire McAdams	Bruce Rhine
Headgate Partners LLC	Nanometrics Incorporated
530.274.0551, 530.274.0531 fax	408.545.6000, 408.232.5910 fax
email: claire@headgatepartners.com	email: brhine@nanometrics.com

Nanometrics Announces Organizational Change

MILPITAS, California, April 25, 2007 — Nanometrics Incorporated (Nasdaq: NANO) today announced that Douglas J. McCutcheon has resigned from his position as executive vice president, finance and administration, and chief financial officer in order to pursue other opportunities. Quentin B. Wright, who has served as Nanometrics’ chief accounting officer since April 2005, will, effective immediately, add the title of interim chief financial officer until a permanent successor can be named.

Bruce C. Rhine, Nanometrics’ president and chief executive officer, commented, “Since joining Nanometrics in late 2005, Doug has made a substantial contribution to our company. We wish Doug the greatest of success in his future endeavors.”

About Nanometrics: Nanometrics is a leader in the design, manufacture and marketing of high-performance process control metrology systems used in semiconductor manufacturing. Nanometrics standalone and integrated metrology systems measure various thin film properties, critical dimensions, overlay control and optical, electrical and material properties, including the structural composition of silicon and compound semiconductor devices, during various steps of the manufacturing process. These systems enable semiconductor manufacturers to improve yields, increase productivity and lower their manufacturing costs. The Company maintains its headquarters in Milpitas, California, with sales and service offices worldwide. Nanometrics is traded on NASDAQ Global Market under the symbol NANO. Nanometrics’ website is http://www.nanometrics.com.