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

April 29, 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 April 29, 2008, Nanometrics Incorporated (the “Company”) issued a press release announcing financial results for its first quarter ended March 29, 2007. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K 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 purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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, as amended, 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 April 29, 2008, reporting first 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: April 29, 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 April 29, 2008, reporting first 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:	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 First Quarter 2008 Financial Results

Revenues Grow by 5%, Cash Increases 25%

MILPITAS, Calif., April 29, 2008 — Nanometrics Incorporated (Nasdaq: NANO), a leading supplier of advanced metrology equipment to the semiconductor industry, today announced financial results for its first quarter ended March 29, 2008.

Revenues for the first quarter were $34.7 million, representing a 5% increase from fourth quarter 2007 revenues of $33.2 million and a 6% decrease from first quarter 2007 revenues of $37.1 million. Net loss for the first quarter was $0.7 million, or $0.04 per share, inclusive of a restructuring charge of $0.9 million related to the workforce reduction announced in January 2008. This compares to a net loss of $1.3 million, or $0.07 per share, for the fourth quarter of 2007 and a net loss of $4.6 million, or $0.26 per share, for the first quarter of 2007.

The first quarter 2008 operating loss of $0.9 million includes non-cash charges of $1.3 million for amortization of acquired intangible assets, $0.9 million for stock-based compensation expenses and $1.0 million for depreciation.

“I am pleased to announce a solid quarter for Nanometrics,” commented Tim Stultz, president and chief executive officer. “In spite of a challenging market environment, we grew revenues, continued to improve our service business and added nearly $4 million to our cash balance. We now have a complete team that is executing on our strategy, objectives and business model and, while we have more work to do, I am confident we are on the right track.”

Conference Call Details

A conference call to discuss the first quarter 2008 results will be held later today at 5:00 p.m. Eastern Daylight Time (2:00 p.m. PDT). To participate in the conference call, the dial-in numbers are 800-901-5226 for domestic callers and 617-786-4513 for international callers. The passcode is 58115473. 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 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’ financial statements and periodic report on Form 10-Q for the quarter ended March 29, 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, as amended, for the year ended December 29, 2007 as filed with the Securities and Exchange Commission, as well as other periodic reports filed with the SEC from time to time. 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. Nanometrics disclaims any obligation to update information contained in any forward-looking statement.

NANOMETRICS INCORPORATED

CONSOLIDATED BALANCE SHEETS

(In thousands except share amounts)

(Unaudited)

	March 29, 2008			December 29, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	18,723		$	14,919
Accounts receivable, net of allowances of $340 and $323		29,854			34,855
Inventories		31,658			33,343
Inventories—delivered systems		236			785
Prepaid expenses and other		3,336			2,598
Total current assets		83,807			86,500
Property, plant and equipment, net		44,140			44,419
Goodwill and indefinite lived intangible assets		52,132			52,532
Intangible assets, net		20,935			21,820
Other assets		1,670			1,805
Total assets	$	202,684		$	207,076
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Revolving line of credit	$	—		$	—
Accounts payable		9,173			13,931
Accrued payroll and related expenses		4,687			4,514
Deferred revenue		1,384			2,501
Other current liabilities		7,775			7,243
Income taxes payable		1,228			1,101
Current portion of debt obligations		150			148
Total current liabilities		24,397			29,438
Deferred income taxes		382			382
Debt obligations and other long term liabilities		1,251			1,412
Total liabilities		26,030			31,232
Stockholders’ equity
Common stock, $0.001 par value; 47,000,000 shares
authorized; 18,577,546 and 18,620,682, respectively, outstanding		19			19
Additional paid-in capital		187,856			187,180
Accumulated deficit		(14,641	)		(13,917	)
Accumulated other comprehensive income		3,420			2,562
Total stockholders’ equity		176,654			175,844
Total liabilities and stockholders' equity	$	202,684		$	207,076

NANOMETRICS INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended
	March 29, 2008			March 31, 2007
Net revenues:
Products	$	27,929		$	32,526
Service		6,799			4,589
Total net revenues		34,728			37,115
Costs of net revenues:
Cost of products		13,662			17,483
Cost of service		5,238			5,829
Total costs of net revenues		18,900			23,312
Gross profit		15,828			13,803
Operating expenses:
Research and development		4,255			4,586
Selling		4,839			5,365
General and administrative		5,524			6,993
Amortization of intangible assets		1,285			1,549
Restructuring charge		870			—
Total operating expenses		16,773			18,493
Loss from operations		(945	)		(4,690	)
Other income (expense):
Interest income		98			23
Interest expense		(77	)		(39	)
Other, net		454			119
Total other income (expense), net		475			103
Loss before income tax expense		(470	)		(4,587	)
Income tax expense		254			24
Net loss	$	(724	)	$	(4,611	)
Net loss per share:
Basic	$	(0.04	)	$	(0.26	)
Diluted	$	(0.04	)	$	(0.26	)
Shares used in per share computation:
Basic		18,590			17,658
Diluted		18,590			17,658

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