0001193125-13-071509.txt : 20130222 0001193125-13-071509.hdr.sgml : 20130222 20130222160802 ACCESSION NUMBER: 0001193125-13-071509 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130219 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20130222 DATE AS OF CHANGE: 20130222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NANOMETRICS INC CENTRAL INDEX KEY: 0000704532 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 942276314 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13470 FILM NUMBER: 13634350 BUSINESS ADDRESS: STREET 1: 1550 BUCKEYE DRIVE CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 408-435-9600 MAIL ADDRESS: STREET 1: 1550 BUCKEYE DRIVE CITY: MILPITAS STATE: CA ZIP: 95035 8-K 1 d492389d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2013

 

 

Nanometrics Incorporated

(Exact name of registrant as specified in its 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 and zip code)

Registrant’s telephone number, including area code: (408) 545-6000

 

 

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.

(d) On February 19, 2013, the Board of Directors (the “Board”) of Nanometrics Incorporated (the “Company”) appointed Edward J. Brown to serve as a member of the Board of Directors to serve until the next annual meeting of the stockholders of the Company which is to be held in 2013, or upon his death, resignation, removal or election of a successor. Mr. Brown has not been, nor is he currently expected to be, named to a committee of the Board. Concurrently with such appointment, the Board increased the size of the Board from eight (8) directors to nine (9) directors.

As a non-employee director, Mr. Brown will receive cash compensation in the amount of $23,568.50 for his services through the 2013 Annual Meeting of Stockholders (equivalent to the $92,500 value of annual compensation paid to non-employee directors under the Company’s current annual compensation arrangements with outside directors, prorated for the portion of the year in which he will serve). In addition, Mr. Brown will be eligible to participate in Nanometrics self-funded Executive Reimbursement Plan. In connection with Mr. Brown becoming a director of Nanometrics, Nanometrics will enter into its standard form of indemnity agreement with Mr. Brown.

There are no other arrangements or understandings between Mr. Brown and any other person pursuant to which Mr. Brown was appointed as a director of the Company.

Since the beginning of the Company’s last fiscal year, the Company and its subsidiaries have not engaged in any transactions, and there are no proposed transactions, or series of similar transactions, in which Mr. Brown had a direct or indirect material interest in which the amount involved exceeds $120,000.

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.

 

  NANOMETRICS INCORPORATED
Dated: February 22, 2013   By:  

  /s/ Ronald W. Kisling

    Ronald W. Kisling
    Chief Financial Officer