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 27, 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 7.01—Regulation FD Disclosure.

On November 27, 2007, Bruce C. Rhine, Chairman of the Board of Nanometrics Incorporated (the “Company”) will deliver an analyst presentation that includes the slides filed as Exhibit 99.1 to this report which are incorporated herein by reference.

The information in this current report on Form 8-K and the exhibit 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	Slide presentation for analyst conference on November 27, 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 26, 2007

NANOMETRICS INCORPORATED

/s/ Timothy J. Stultz

Timothy J. Stultz

President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Slide presentation for analyst conference on November 27, 2007

EX-99.1

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Thin Film

|

OCD

|

Overlay

|

FTIR

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Photoluminescence

|

Integrated Metrology

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Nanometrics Incorporated

CIBC “Best Ideas”

Conference

Bruce C. Rhine

Chairman of the Board

November 27, 2007

EXHIBIT 99.1

2

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

reduction in industry cyclicality, usage and adoption rates of standalone and integrated metrology and the

impact of these and other industry trends on the Nanometrics business.  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;

the

risk

that

Nanometrics

is

unable

to

achieve

its

desired

revenue

mix

or

cost-reductions;

the risk that Nanometrics is unable to achieve its desired market position; and other economic, business,

competitive

and/or

regulatory

factors

affecting

Nanometrics’

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.

3

Why Nanometrics is a “Best Idea”

Positioned to outgrow the market

–

NANO is a metrology leader weighted towards Flash, patterning

Transitioning from turnaround to profitable growth

–

Merger integration complete

–

Fixed to variable cost ratio declining

–

Three straight quarters of improving margins

Strong competitive position, favorable market dynamics

–

NANO’s

core served markets have largely consolidated

–

Customers want at least two strong suppliers

Breadth of products and customers worldwide

–

Diversified globally

–

Revenues derived from several markets

4

Consumer and Flash Driving Semiconductor Growth

Digital consumer driving IC units

Flash proliferates, drives IC area

Semiconductor industry growth increasingly tied to worldwide GDP

5

Flash Industry Elastic; Growth is Additive and Substitutional

Projected Growth –

NAND Flash units

Source: Gartner

6

Lithography Challenges Driving More Metrology

Capital-intense lithography driving shrinks

Shrinks require more, faster measurements to stay in control

–

Growing number of metrology points per wafer

Driving growth in all NANO core markets

–

Convergence of Film Thickness

and Optical CD metrology

–

Overlay measurements becoming

more critical

–

Integrated metrology needed to

speed product ramps

Result: more metrology

–

Relative to Inspection

–

Relative to Industry CapEx

7

Nanometrics Positioned to Outgrow the Market

Logic/Foundry

DRAM

Flash

Materials

Characterization

Total Capital Spending        Down 15%

0%

2%

4%

6%

8%

10%

Nanometrics

Metrology Comps *

Nanometrics Customers

Logic

Down 11%

Foundry

Down 18%

DRAM

Down 37%

Flash  

Up 13%

Average

Revenue

Growth

–

Last

4

Qtrs

* Includes FEIC, KLAC, NVMI, RTEC

Total Capital Spending

$48B

Total Wafer Fab Equipment

$30B

Metrology/Process Control

$5B

Increasing share to 17% (from 14% in 2007)

Metrology Segment Growth           5%

2008 Industry Estimates

Source: Pacific Crest Securities

8

Offering Full Complement of Metrology Products

Integrated

TF + OCD

Materials Characterization

Overlay

9

Strong Position in Growing Markets

2006 TAM $530M *

*   Dataquest April 2007 and Company estimates

Integrated

Non-Metal Thin Film

(Transparent)

Optical CD

Overlay

•

Litho challenges driving higher growth

•

Market consolidation in our favor

•

Emerging as best replacement for             

$400+M CDSEM market

•

Market consolidation in our favor

•

Greater adoption, new applications

2010 TAM >$800M

10

Transitioning from Turnaround to Profitable Growth

Heavy M&A activity

–

Accent and Soluris

Implementation of SOX

Costly litigation

Impact on profits

–

Litigation and SOX

–

GM affected by:

•

Upgrade initiative

•

Service losses

•

Warranty expenses

–

High OpEx

Increased revenue base

Global strength and scale

Expanding products and markets

New management

Driving profitability

–

Integration Complete

–

Moving fixed costs to variable

–

OpEx

reduced $3M/Qtr

Cash flow and predictability

–

Improved business practices

NANO in 2006

Focused on Growth and Scale

NANO 2H 2007

Return to Profits

11

Operating Results Improving; Tracking Towards Model

$-

$5

$10

$15

$20

$25

$30

$35

$40

Q2'06 adj*

Q3'06 adj*

Q4'06 adj*

Q1'07 adj*

Q2'07 adj*

Q3'07 adj*

-40%

-30%

-20%

-10%

0%

10%

20%

30%

40%

50%

60%

Operating Margin Target

Gross Margin Target

* Excluding stock-based compensation and amortization of intangibles

Revenue

12

Market, Product and Customer Diversification

Product Revenues TME 6/30/06

(Average $15M/Qtr)

Japan  22%

Korea  18%

US

50%

5%

Other

Product Revenues YTD 2007

(Average $33M/Qtr)

5%

Taiwan

The Old NANO

The New NANO

Japan  28%

Korea  14%

US 30%

19%

Europe/Other

China 9%

Standalone

TF/OCD

55%

Integrated

45%

Standalone

OL/TF/OCD

56%

Mat’l

Char.

22%

Integrated

22%

13

Focused on Competitive, Profitable Growth

Positioned to outgrow the market

Weighted towards Flash and patterning

Revenues derived from broad products and markets

Market consolidation favorable to Nanometrics

Transitioning from turnaround to profits

–

Merger integration complete

–

Service organization profitable

–

Reduced OpEx

by $3 million per quarter

–

More nimble cost structure

A new Nanometrics

–

New team, new goals, new reward system!

|

Thin Film

|

OCD

|

Overlay

|

FTIR

|

Photoluminescence

|

Integrated Metrology

|

Q & A