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 18, 2009

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) 435-9600

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

On February 18, 2009, Nanometrics Incorporated announced the appointment of James P. Moniz as Chief Financial Officer (and principal accounting officer). Also on February 18, 2009, Bruce A. Crawford resigned his position as interim Chief Financial Officer. Mr. Crawford will continue in his position as Chief Operating Officer.

Pursuant to an Employment Agreement between us and Mr. Moniz, Mr. Moniz will be paid an annual base salary of $300,000 and will be eligible to participate in all Company employee benefit plans, policies and arrangements that are provided to the other executive officers and employees of the Company. Additionally, Mr. Moniz will be granted a non-qualified option for 100,000 shares of common stock. 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 1/36^th of the total number vesting ratably on a monthly basis thereafter.

Mr. Moniz will also be eligible for an annual bonus payment of $150,000 if the Company meets certain milestones included in an operating plan to be approved by the Board of Directors, certain benefits including, health benefits and executive reimbursement plan for eligible expenses, and severance benefits if Mr. Moniz is terminated without cause or he resigns for good reason within twelve months of a change of control, including six months continuing salary, full acceleration of all outstanding equity awards and up to twelve months of continued health benefits (including dependents). Also, the Company intends to enter into its standard form of indemnification agreement with Mr. Moniz on substantially the same terms as those entered into with the Company’s other executive officers.

Prior to joining the Company, Mr. Moniz, age 51, served as Chief Financial Officer of Photon Dynamics, Inc., a global supplier of flat panel display test equipment, from April 2008 until October 2008. From October 2000 until February 2008, Mr. Moniz was Chief Financial Officer, Treasurer and Assistant Secretary of Nextest Systems Corporation. Mr. Moniz holds a B.S. in Accounting from San Jose State University.

Item 9.01 – Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press release issued by Nanometrics Incorporated dated February 18, 2009

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 18, 2009	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 February 18, 2009.

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 530.265.9899, 530.265.9699 fax email: claire@headgatepartners.com Company Contact: Dan Choy Nanometrics Incorporated 408.545.6000, 408.232.5910 fax email: dchoy@nanometrics.com

James P. Moniz Joins Nanometrics as Chief Financial Officer

MILPITAS, Calif., February 18, 2009 — Nanometrics Incorporated (Nasdaq: NANO), a leading supplier of advanced process control metrology equipment to customers in the semiconductor, silicon wafer, data storage, solar photovoltaic and HB-LED industries, announced today that James P. Moniz has been named Chief Financial Officer (CFO) of the company, effective February 18, 2009.

Prior to joining Nanometrics, Mr. Moniz, age 51, served as CFO of Photon Dynamics, Inc. from April 2008 until its recent acquisition by Orbotech Ltd. For the eight years prior, Mr. Moniz was CFO, Treasurer and Assistant Secretary of Nextest Systems Corporation until its acquisition by Teradyne in 2008. From June 1998 until October 2000, he was Vice President and Chief Financial Officer of Millennia Vision Corporation, and from October 1996 until May 1998 he served as Vice President of Finance for Fairchild Imaging Systems. Previously, from November 1991 until October 1996, Mr. Moniz served as Vice President of Finance and Administration and later as President of Rolm Computers.

“We are excited to welcome Jim Moniz to the Nanometrics management team,” commented Dr. Timothy J. Stultz, president and chief executive officer. “After an exhaustive five-month search, we found a financial executive with the right blend of professional, industry and business experience to make immediate and long term contributions to Nanometrics. Jim brings over two decades of senior financial leadership experience, including serving as CFO of two publicly-traded companies in our sector. He has a superb knowledge of the semiconductor manufacturing industry and will be a great addition to our management team. Finally, I’d like to express my gratitude to Bruce Crawford, our COO, who has done a terrific job over the past five months of shouldering the added responsibility of CFO while we conducted our search.”

About Nanometrics

Nanometrics is a leader in the design, manufacture and marketing of high-performance process control metrology systems used primarily in semiconductor manufacturing and also by customers in the silicon wafer, data storage, solar photovoltaic and HB-LED (high-brightness light-emitting diode) industries. 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, compound semiconductor and photovoltaic devices, during various steps of the manufacturing process. These systems enable device 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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