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

August 1, 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) 545-6000

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 August 1, 2007 Nanometrics Incorporated (the “Company”) issued a press release announcing preliminary financial results for the second 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 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by Nanometrics Incorporated dated August 1, 2007, reporting second quarter financial results

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: August 1, 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 August 1, 2007, reporting second quarter financial results

EX-99.1

Exhibit 99.1

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

News Release

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

Nanometrics Reports Financial Results for the Second Quarter of 2007

Record Revenues, Operating Profitability for First Time in Nine Quarters, Cash Increases 67%

Board Authorizes Stock Repurchase of Up to $4 Million

MILPITAS, California, August 1, 2007—Nanometrics Incorporated (Nasdaq: NANO), a leading supplier of advanced metrology equipment to the semiconductor industry, today announced its financial results for the second quarter ended June 30, 2007.

Revenues for the second quarter were a record $37.3 million, up slightly compared to first quarter 2007 revenues of $37.1 million and representing a 60 percent increase over revenues of $23.4 million for the second quarter of 2006. Net loss for the second quarter of 2007 was $130,000, or $0.01 per share. This compares to a net loss of $4.6 million, or $0.26 per share, for the first quarter of 2007 and a net loss of $2.2 million, or $0.16 per share, for the second quarter of 2006.

Second quarter 2007 operating income of $0.3 million includes non-cash charges of $1.7 million for amortization of acquired intangible assets and $0.6 million for stock-based compensation expenses.

“I’m very pleased to be announcing Nanometrics’ first quarter of operating profitability in more than two years,” commented Bruce C. Rhine, chief executive officer of Nanometrics. “This quarter our team made profitability, cash flow and predictability our top priorities. While we ended the quarter with a net loss on a GAAP basis, we made progress towards our goals – record revenues overall, record revenues in integrated metrology, a significant gross margin improvement and a $6.2 million increase in our cash balance. We also reduced general and administrative expenses by over 30% and are now running very close to our target model for total operating expenses as a percentage of revenue. In addition, our Board of Directors has authorized a stock repurchase program of up to $4 million. I’d like to especially thank our team for rolling up their sleeves and completing most of the integration work from last year’s acquisitions. While we have turned around performance, we still have a ways to go in achieving our goals moving forward.”

Conference Call Details

A conference call to discuss the second quarter 2007 results will be held tomorrow, August 2^nd, 2007, at 10:00 a.m. Eastern Daylight Time (7:00 a.m. PDT). To participate in the conference call, the dial-in numbers are 888-713-4215 for domestic callers and 617-213-4867 for international callers. The passcode is 62741640. 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, its planned stock repurchase program, 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 31, 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. 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)

	June 30, 2007			December 30, 2006
ASSETS
Current assets:
Cash and cash equivalents	$	15,387		$	7,957
Accounts receivable, net of allowances of $573 and $841		27,056			24,888
Inventories		33,118			43,601
Prepaid expenses and other		4,279			3,639
Assets held for sale		1,890			—
Total current assets		81,730			80,085
Property, plant and equipment, net		46,479			43,294
Goodwill		54,922			55,217
Intangible assets, net		24,370			27,583
Other assets		1,643			1,985
Total assets	$	209,144		$	208,164
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	11,245		$	9,155
Accounts payable to related party		—			181
Accrued payroll and related expenses		5,489			5,227
Deferred revenue and product margin		4,958			6,239
Other current liabilities		9,577			8,381
Income taxes payable		390			695
Current portion of debt obligations		1,311			486
Total current liabilities		32,970			30,364
Deferred income taxes		1,553			1,848
Debt obligations		205			1,321
Total liabilities		34,728			33,533
Stockholders’ equity
Common stock, $ 0.001 par value; 47,000,000 shares authorized; and; 18,646,733 and 18,141,589, respectively, outstanding		19			18
Additional paid-in capital		186,531			182,096
Accumulated deficit		(14,650	)		(9,909	)
Accumulated other comprehensive income		2,516			2,426
Total stockholders’ equity		174,416			174,631
Total liabilities and stockholders’ equity	$	209,144		$	208,164

NANOMETRICS INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30, 2007			July 1, 2006			June 30, 2007			July 1, 2006
Net revenues:
Products	$	32,732		$	20,121		$	65,258		$	36,093
Service		4,603			3,277			9,192			6,273
Total net revenues		37,335			23,398			74,450			42,366
Costs of revenues:
Products		16,372			10,628			33,855			18,470
Service		4,839			4,026			10,668			6,560
Total costs of net revenues		21,211			14,654			44,523			25,030
Gross profit		16,124			8,744			29,927			17,336
Operating expenses:
Research and development		4,739			3,062			9,325			5,590
Selling		4,668			3,865			10,033			6,955
General and administrative		4,762			4,306			11,755			8,856
Amortization of intangible assets		1,663			159			3,212			238
Total operating expenses		15,832			11,392			34,325			21,639
Income (loss) from operations		292			(2,648	)		(4,398	)		(4,303	)
Other income (expense):
Interest income		29			299			52			631
Interest expense		(46	)		(18	)		(85	)		(31	)
Other, net		(541	)		238			(422	)		273
Total other income (expense), net		(558	)		519			(455	)		873
Loss before provision for income taxes		(266	)		(2,129	)		(4,853	)		(3,430	)
Provision (benefit) for income taxes		(136	)		27			(112	)		48
Net loss	$	(130	)	$	(2,156	)	$	(4,741	)	$	(3,478	)
Net loss per share:
Basic	$	(0.01	)	$	(0.16	)	$	(0.27	)	$	(0.27	)
Diluted	$	(0.01	)	$	(0.16	)	$	(0.27	)	$	(0.27	)
Shares used in per share computation:
Basic		17,857			13,088			17,758			13,053
Diluted		17,857			13,088			17,758			13,053