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 29, 2010

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 7.01 – Regulation FD Disclosure.

On November 29, 2010, Nanometrics Incorporated (the “Company”) issued a press release announcing that its Board of Directors has authorized the repurchase of up to $10 million of the Company’s common stock from the public market or in private purchases. The repurchase program is effective immediately, may be suspended or discontinued at any time, and will be funded using the Company’s available cash. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press release issued by Nanometrics Incorporated dated November 29, 2010.

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 29, 2010	NANOMETRICS INCORPORATED
	/S/    JAMES P. MONIZ
	James P. Moniz Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press release issued by Nanometrics Incorporated dated November 29, 2010.

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: Claire McAdams Headgate Partners LLC 530.265.9899, 530.265.9699 fax email: claire@headgatepartners.com Company Contact: James Moniz, CFO Nanometrics Incorporated 408.545.6145, 408.521.9370 fax email: jmoniz@nanometrics.com

Nanometrics Announces $10 Million Share Repurchase Program

MILPITAS, Calif., November 29, 2010 — Nanometrics Incorporated (Nasdaq: NANO), a leading provider of advanced process control metrology systems used primarily in the fabrication of semiconductors, high-brightness LEDs, data storage devices and solar photovoltaics, today announced that its Board of Directors has authorized the repurchase of up to $10 million of the company’s common stock from the public market or in private purchases.

The repurchase program is effective immediately, may be suspended or discontinued at any time, and will be funded using the company’s available cash. As of October 2, 2010, Nanometrics had $64.0 million in cash and cash equivalents and approximately 22.2 million shares outstanding.

“In the third quarter of 2010, Nanometrics completed the remainder of our prior stock repurchase program. We have achieved five consecutive quarters of positive cash flow from operations and have confidence in the continued strong financial performance and cash generation of the company,” stated Tim Stultz, president and chief executive officer. “The Board’s primary goal in this new repurchase program is to offset shareholder dilution resulting from periodic grants of incentive options and restricted stock units.”

About Nanometrics

Nanometrics is a leading provider of advanced, high-performance process control metrology systems used primarily in the fabrication of semiconductors, high-brightness LEDs, data storage devices and solar photovoltaics. Nanometrics’ automated and integrated metrology systems measure critical dimensions, device structures, overlay registration, topography and various thin film properties, including film thickness as well as optical, electrical and material properties. The company’s process control solutions are deployed throughout the fabrication process, from front-end-of-line substrate manufacturing, to high-volume production of semiconductors and other devices, to advanced wafer-scale packaging applications. Nanometrics’ 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.

Forward Looking Statements

This press release contains forward-looking statements including, but not limited to, statements regarding management’s plans for repurchasing company stock under the approvals granted by the Board, management’s and the Board’s confidence in our continued growth and cash generation prospects and the company’s view that share repurchases will be an effective way to offset shareholder dilution. Although Nanometrics believes that the expectations reflected in the forward-looking statements are reasonable, these plans are dependent on the company’s future financial condition and its determinations of the continued value of a repurchase program, changing customer demands and/or business conditions in the semiconductor industry and the overall economy, the competitiveness of our products and management’s ability to continue to achieve strong financial and cash generation performance. For additional information and considerations regarding the risks faced by Nanometrics, see its annual report on Form 10-K for the year ended January 2, 2010 as filed with the Securities and Exchange Commission, as well as other periodic reports filed with the SEC from time to time. Nanometrics disclaims any obligation to update information contained in any forward-looking statement.