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

November 5, 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 1.01 – Entry into a Material Definitive Agreement.

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 5, 2007, Nanometrics Incorporated announced the appointment of Gary C. Schaefer as its Chief Financial Officer and Vice President, Administration, effective immediately. Also on November 5, 2007, Quentin B. Wright stepped down as our interim Chief Financial Officer and Chief Accounting Officer. The terms of Mr. Schaefer’s employment have not yet been fully determined, although we have granted Mr. Schaefer a non-qualified option for 50,000 shares of common stock and an award of 20,000 restricted stock units. The shares subject to the option will vest over a three-year period from the date of grant, with one-third of the total number vesting on the first anniversary of the date of grant, and 1/36th of the total number vesting ratably on a monthly basis thereafter. The restricted stock units will vest over a three-year period from the date of grant, with one-third of the total number vesting on each annual anniversary of the date of grant.

Since April 2007, Mr. Schaefer, 53, has served as our Director of Internal Audit, and as an internal audit consultant to us during 2005 and 2006. Prior to joining us, Mr. Schaefer served as a Sarbanes-Oxley consultant with Resources Global Inc., the operating subsidiary of Resources Connection, Inc., a multinational professional services firm, from March 2004 to March 2005. From August 2003 to January 2004, Mr. Schaefer served as Chief Financial Officer for Logic Devices Incorporated, a digital integrated circuits development company. Mr. Schaefer holds a B.S. in Biology/Accounting and an M.B.A. from Santa Clara University.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by Nanometrics Incorporated dated November 5, 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: November 9, 2007	NANOMETRICS INCORPORATED
	/s/ Timothy J. Stultz
	Timothy J. Stultz
	President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press release issued by Nanometrics Incorporated dated November 5, 2007

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	Dan Choy
Headgate Partners LLC	Nanometrics Incorporated
530.274.0551, 530.274.0531 fax	408.545.6000, 408.232.5910 fax
email: claire@headgatepartners.com	email: dchoy@nanometrics.com

Nanometrics Names Gary C. Schaefer Chief Financial Officer

MILPITAS, California, November 5, 2007 — Nanometrics Incorporated (Nasdaq: NANO), a leading supplier of advanced metrology equipment to the semiconductor industry, announced today that Gary C. Schaefer, an 18-year veteran of the semiconductor and high-technology industry, has been named chief financial officer (CFO) of the company, effective immediately.

This announcement follows Nanometrics’ April 2007 announcement naming Quentin B. Wright interim chief financial officer until a permanent successor could be named.

Mr. Schaefer has served as Nanometrics’ director of internal audit since April 2007 and was an internal audit consultant to the company during 2005 and 2006. Prior to joining Nanometrics, Mr. Schaefer served as CFO of Logic Devices Incorporated, a publicly-traded digital IC company, and CFO of ZMD America, a fabless semiconductor startup. His extensive career in the semiconductor and high-technology industry also includes positions as controller at PerkinElmer, CFO of Alphatec Semiconductor Electronics and controller at National Semiconductor. Mr. Schaefer received his Bachelor of Science and Master of Business Administration from Santa Clara University.

“Gary brings to the CFO position a superb knowledge of the semiconductor manufacturing industry and of Nanometrics in particular,” commented Dr. Timothy J. Stultz, Nanometrics’ president and chief executive officer. “Gary’s prior CFO experience has been a great asset to our company for the last two years, and he has been an instrumental part of the team leading the turnaround of Nanometrics. We are thrilled that Gary has decided to join the senior management of Nanometrics as we transition into our next phase of growth. Gary is a great team player, understands the business and will hit the ground running as our CFO.”

“I am excited to be taking over the financial stewardship of Nanometrics,” said Mr. Schaefer. “Nanometrics has a long history of innovation and is currently in a great position to establish itself as a leading company in the metrology sector. During my tenure at Nanometrics, I have been impressed with the company’s potential and fully support our vision of continued growth, profitability and competitiveness as I join the senior management team.”

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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