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

February 20, 2008

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 February 20, 2008, Nanometrics Incorporated (the “Company”) issued a press release announcing financial results for its fourth quarter and full year ended December 29, 2007. A copy of the press release is attached as Exhibit 99.1.

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 February 20, 2008, reporting fourth quarter and full year financial results for 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: February 20, 2008	NANOMETRICS INCORPORATED
	/s/ Gary C. Schaefer
	Gary C. Schaefer
	Chief Financial Officer and
	Vice President of Finance and Administration

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press release issued by Nanometrics Incorporated dated February 20, 2008, reporting fourth quarter and full year financial results for 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	Gary Schaefer, CFO
Headgate Partners LLC	Nanometrics Incorporated
530.274.0551, 530.274.0531 fax	408.545.6000, 408.232.5910 fax
email: claire@headgatepartners.com	email: gschaefer@nanometrics.com

Nanometrics Reports Fourth Quarter and Full Year Financial Results for 2007

MILPITAS, California, February 20, 2008 — Nanometrics Incorporated (Nasdaq: NANO), a leading supplier of advanced metrology equipment to the semiconductor industry, today announced its financial results for the fourth quarter and full year ended December 29, 2007.

Revenues for the fourth quarter were $33.2 million, representing a 33% increase from fourth quarter 2006 revenues of $24.9 million and a 14% decrease from third quarter 2007 revenues of $38.6 million. Net loss for the fourth quarter of 2007 was $1.3 million, or $0.07 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 profit of $2.0 million, or $0.11 per share, for the third quarter of 2007.

The fourth quarter 2007 operating loss of $1.3 million includes non-cash charges of $1.3 million for amortization of acquired intangible assets, $1.0 million for stock-based compensation expenses and $1.0 million for depreciation.

For the fiscal year ended December 29, 2007, Nanometrics’ revenues were a record $146.3 million, an increase of 52% over 2006 revenues of $96.4 million. Net loss for fiscal 2007 was $4.0 million or $0.22 per share, compared to a net loss of $22.1 million or $1.47 per share for fiscal 2006. Non-cash charges for the full year totaled $5.8 million for amortization of acquired intangible assets and other acquisition-related charges, $3.8 million for stock-based compensation and $3.5 million for depreciation.

“2007 was a turnaround year for Nanometrics. Our team successfully responded to a number of major initiatives and significantly improved the overall performance of the company,” commented Tim Stultz, president and chief executive officer of Nanometrics. “In addition to completing the integration of two acquired companies, consolidating our global manufacturing facilities and rationalizing our overall cost structure, we grew revenues by more than 50% and increased gross margin by five percentage points. As we head into 2008, we are confident that we are a more competitive, nimble and operationally efficient company than at any time in Nanometrics’ recent history.”

Conference Call Details

A conference call to discuss the fourth quarter and full year 2007 results will be held later today at 5:00 p.m. Eastern Standard Time (2:00 p.m. PST). To participate in the conference call, the dial-in numbers are 800-299-7635 for domestic callers and 617-786-2901 for international callers. The passcode is 14356342. A live and recorded webcast will be made available on the investor page of 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 the 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 and fiscal year, which remain subject to adjustment in connection with the preparation of Nanometrics’ audited financial statements and its annual report on Form 10-K as well as statements made by our CEO concerning Nanometrics’ status heading into 2008. 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. 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)

	December 29, 2007			December 30, 2006
ASSETS
Current assets:
Cash and cash equivalents	$	14,919		$	7,957
Accounts receivable, net of allowances of $323 and $841		34,855			24,888
Inventories		33,343			43,601
Inventories - delivered systems		785			4,212
Prepaid expenses and other		2,598			3,639
Total current assets		86,500			84,297
Property, plant and equipment, net		44,419			43,294
Goodwill and indefinite lived intangible asset		52,532			55,217
Intangible assets,net		21,820			27,583
Other assets		1,805			1,985
Total assets	$	207,076		$	212,376
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Revolving line of credit	$	—		$	—
Accounts payable		13,931			9,155
Accounts payable to related party		—			181
Accrued payroll and related expenses		4,514			5,227
Deferred revenue		2,501			10,451
Other current liabilities		7,243			8,381
Income taxes payable		1,101			695
Current portion of debt obligations		148			486
Total current liabilities		29,438			34,576
Deferred income taxes		382			1,848
Debt obligations and other long term liabilities		1,412			1,321
Total liabilities		31,232			37,745
Stockholders’ equity
Common stock, $0.001 par value; 47,000,000 shares authorized; 18,620,682 and 18,141,589, respectively, outstanding		19			18
Additional paid-in capital		187,180			182,096
Accumulated deficit		(13,917	)		(9,909	)
Accumulated other comprehensive income		2,562			2,426
Total stockholders’ equity		175,844			174,631
Total liabilities and stockholders' equity	$	207,076		$	212,376

NANOMETRICS INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Year Ended
	December 29, 2007			December 30, 2006			December 29, 2007			December 30, 2006
Net revenues:
Products	$	27,485		$	19,771		$	126,049		$	80,636
Service		5,708			5,146			20,241			15,738
Total net revenues		33,193			24,917			146,290			96,374
Costs of net revenues:
Cost of products		13,310			12,611			63,938			44,016
Cost of service		5,258			5,270			20,717			16,610
Total costs of net revenues		18,568			17,881			84,655			60,626
Gross profit		14,625			7,036			61,635			35,748
Operating expenses:
Research and development		4,591			4,455			18,577			14,253
Selling		4,925			4,943			19,561			16,977
General and administrative		5,166			7,002			21,704			21,305
Amortization of intangible assets		1,285			2,665			5,782			5,338
Restructuring charge		—			—			2,128			—
Gain on sale of assets		—			—			(2,100	)		—
Total operating expenses		15,967			19,065			65,652			57,873
Loss from operations		(1,342	)		(12,029	)		(4,017	)		(22,125	)
Other income (expense):
Interest income		81			64			202			851
Interest expense		(70	)		(16	)		(211	)		(60	)
Other, net		27			(741	)		(13	)		(1,116	)
Total other income (expense), net		38			(693	)		(22	)		(325	)
Loss before income tax benefit		(1,304	)		(12,722	)		(4,039	)		(22,450	)
Income tax benefit		(29	)		(639	)		(31	)		(323	)
Net loss	$	(1,275	)	$	(12,083	)	$	(4,008	)	$	(22,127	)
Net loss per share:
Basic	$	(0.07	)	$	(0.69	)	$	(0.22	)	$	(1.47	)
Diluted	$	(0.07	)	$	(0.69	)	$	(0.22	)	$	(1.47	)
Shares used in per share computation:
Basic		18,604			17,622			18,099			15,075
Diluted		18,604			17,622			18,099			15,075