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

May 17, 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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On May 21, 2007, Nanometrics Incorporated announced that its Board of Directors had appointed Joseph F. Dox as a director of the company, effective as of May 17, 2007. Mr. Dox is expected to join the Audit Committee pending nomination by the company’s nominating and governance committee and confirmation by the Board of Directors.

Mr. Dox will participate in the company’s standard non-employee director compensation program. As such, Mr. Dox will receive an annual cash retainer of $15,000 plus $1,500 for each board and special committee meeting attended and an initial option grant to purchase 20,000 shares of common stock as well as automatic quarterly option grants to purchase 2,500 shares of common stock.

On May 21, 2007, the company issued a press release announcing Mr. Dox’s election. A copy is filed herewith as Exhibit 99.1 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 May 21, 2007

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:	May 21, 2007	NANOMETRICS INCORPORATED
		/s/ Quentin B. Wright
		Quentin B. Wright
		Interim Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press release issued by Nanometrics Incorporated dated May 21, 2007

EX-99.1

Exhibit 99.1

Nanometrics Names Industry Veteran to the Board

MILPITAS, Calif., May 21, 2007—Nanometrics Incorporated (Nasdaq: NANO), a leading supplier of advanced metrology equipment to the semiconductor industry, today announced that Joseph Dox, a 35-year veteran of the semiconductor capital equipment industry, has joined its Board of Directors.

“Joe brings to Nanometrics a wealth of experience in corporate governance and in developing successful business models in the semiconductor equipment industry” said Bruce C. Rhine, Nanometrics’ president and chief executive officer. “In addition to his Board responsibilities, Joe will work closely with our team as we focus on our goals of profitable growth, positive cash flow and predictable results.”

Dox’s extensive career in the electronics and semiconductor industries includes financial executive positions at Applied Materials and Novellus Systems, where he served as president and chief operating officer before his retirement in 1994. He has held board positions at numerous semiconductor capital equipment companies, including Novellus Systems, Electroglas and Accent Optical Technologies. Dox received a Bachelor of Science in accounting from Northern Arizona University in Flagstaff, Arizona and a Master of Business Administration from Santa Clara University in Santa Clara, California.

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.

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Contact

Nanometrics

Investor Relations

408.545.6000