Filed by Nanometrics Incorporated Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Nanometrics Incorporated
Commission File No.: 000-13470
This filing relates to the Agreement and Plan of Merger and Reorganization,
dated as of January 21, 2005, by and among Nanometrics Incorporated, Major
League Merger Corporation (a wholly owned subsidiary of Nanometrics), Minor
League Merger Corporation (also a wholly owned subsidiary of Nanometrics) and
August Technology Corporation. The following is a transcript from a conference
call relating to the transaction described above, a recording of which has been
made available on Nanometrics Incorporated's and August Technology
Corporation's website.
AUGUST TECHNOLOGY
Moderator: Jeff O'Dell
January 21, 2005
1:00 p.m. CT
Operator: Good day everyone and welcome to this August Technology and
Nanometrics Announcement conference call. Today's call is
being recorded.
At this time, for opening remarks, and introductions, I would
like to turn the call over to Chief Executive Officer, Mr.
Jeff O'Dell. Please go ahead, sir.
Jeff O'Dell: Thank you. Hello everyone. Welcome to our conference call.
This is Jeff O'Dell. With me today is Stan Piekos, August
Technology's Chief Financial Officer and John Heaton, the CEO
of Nanometrics.
Just briefly here, I'm going to turn the call over to Stan
before he passes it back, Stan Piekos.
Stan Piekos: Thank you. Under the Safe Harbor provisions of the Securities
Reform Act, both companies would like to be clear that we will
be making forward-looking statements during this call. And our
actual results may differ materially from those projected in
those statements.
As you know, these statements may involved risk and
uncertainties. Please refer to our press release of this
morning and to our recently filed SEC documents. Please, also,
look for additional information in the joint proxy statement
prospectus regarding the proposed merger, when it becomes
available within the next couple of weeks. Jeff.
Jeff O'Dell: Thank you, Stan. As you've read in the press release, perhaps
this morning, August Technology and Nanometrics have announced
an agreement to merge. And in this conference call, we'll talk
a little bit about that, and we'll take some
questions-and-answers afterwards.
The reason for our getting together is putting two well run
companies together and joining forces, to better serve our
customers. We are excited about the complimentary nature of
products, and our technology, and look forward to using the
combined strengths of the company, again, to better service
our customers worldwide.
Twelve-and-a-half years ago, August Technology was founded on
the principal of generating, inspiring admiration from our
stakeholders in the company. We are now excited about carrying
that forward with the partnership with Nanometrics, and
bringing their good people, and their good technology in
metrology together with August Technology leadership and
inspection, and specifically macro inspection, which we've
been doing in the front end and the back end of the
semiconductor process now for nearly 13 years. Bringing those
two together to serve our customers in the semiconductor and
related industries.
This is consistent with the vision that we've shared with our
stake holders, for many years now, where we believe that the
semiconductor industry as it continues to consolidate, as it
continues to mature has an increasing need for information
about the complex process that they are trying to perform.
With inspection of metrology together, we believe we can
better serve that need, now and in the distant future. And
again, are excited about joining with one of what could be
considered one of the leaders, world leaders in metrology,
Nanometrics.
I'd like to turn the call over to John for a few comments, and
Stan, if he has any further ones. And we will talk about some
questions-and-answers.
John Heaton: Great, thanks, Jeff. Thanks everyone for listening to our call
today. I want to just briefly go over a little bit of the
history of Nanometrics, a lot of the listeners today on the
call are probably August shareholders and analysts and don't
know too much about Nanometrics. So very quickly, Nanometrics
is a 30 year old company founded by Vincent J. Coates who is
currently the Chairman and will be - was considered to be the
Chairman in the new company.
The company was founded on a very basic principal of
(reflectometry). Basically, what we do is use light to reflect
off the service of the wafer to measure the film thickness.
Over a number of years we had other products that we
developed, including CD metrology. And then, ultimately moving
in to highly automated tools for (fabs) today.
I became President and CEO in around 1995 or 1996. Prior to
being with Nanometrics, I was with National Semiconductor for
12 years working in the fabs. So you might say, that I brought
a little bit of the insight in to what customers were looking
for into Nanometrics. And since then, we've been trying to
create a better product position for our company, and
ultimately serving our customers in a more effective way.
So some of the motivations for why we got involved in this
deal, I just wanted to kind of briefly touch on, and I think
Jeff did quite well. We have been on a growth rate for the
last year based on an organic product development cycle within
the company.
One of the things that we've noted, especially in the past
three years has been, as customers have moved towards 300
millimeter, there's been a growing awareness that there is
going to be fewer customers in the future.
We felt that in order for Nanometrics to survive and prosper
in to the future, that we needed to create a more significant
infrastructure to support the shrinking customer base
throughout the world. In other words, we have a number of
companies that have international reach. And when you're a
very small company, as Nanometrics is on a global scale,
there's difficulties during the down cycles in actually being
able to support products without sustaining substantial
losses.
We viewed the market that August Technologies has developed
here in the macro inspection area, as a new emerging market,
that we found could be a significant growth factor for the
combined companies. So Nanometrics bringing the front end
experience with August's wonderful product development in to
the front end, into a new company that would be able to have
an infrastructure throughout the world, that could better
serve the customers.
What we found, as we kind of just talked about this, we
noticed and compared kind of how the companies lined up. And
it's really striking how well positioned both companies are in
different areas. So what we found is virtually no overlap in
either product areas or territories. What that means is that
we can create a new entity that is not based on reducing
headcount in order to get efficiencies. It's really geared
towards providing the customers with a broader portfolio of
technologies, with no overlap, and a better infrastructure of
service and sales people to support those.
So those are the primary reasons. And obviously, Nanometrics
being a growth oriented type company, and you can see that
over the past few years with integrated metrology being a
forward-looking metrology trend, this is also, in our opinion,
one of those areas within the wafer fab area that is going to
be emerging and is becoming quite important. Everyone, I
think, fully understands the value of a yield enhancement, and
August in their efforts in the past two years has done a
wonderful job of bringing that value to the customers, and
removing the operator content and error.
So we see it as a very positive transaction. We see great
synergies in the two companies. We see wonderful management
depth on each side that will create a substantial new company
that can better service customers and the shareholders in the
long term.
So with that, I'll turn it back to Stan.
Stan Piekos: Great, and let me just make a few comments. First, for the new
listeners here, who haven't participated in August Technology
calls before, I'm Stan Piekos, the Chief Financial Officer.
I've been with Jeff and the team for about a year-and-a-half.
Previously, I had had semiconductor cap experience with the
He0lix Technology, and then, I joined our customer Brooks
Automation and took them public in the mid `90s. So I'm
delighted to be back in the sector. I'm delighted to be
associated with August Technology and soon August Nanometrics.
Both companies are SEC registrants, obviously. We have filed
third quarter, third calendar quarter, results in 10-Qs. I'm
just going to reference a few numbers in those for a
perspective for the rest of this meeting.
Both companies, independently, obviously, grew faster than
most in the semiconductor cap equipment space in the nine
months ending September. And that a record of out performance
has been going for a couple of years.
In the case of Nanometrics, in the case of both companies,
actually, most of the sales are occurring off shore. In the
case of Nanometrics, their largest foreign operations are in
Japan. And there, they compliment us nicely because that's one
of our weaker areas. We still serve the Japanese market with a
distributor network. And now that we're moving in to the front
end, we see a need to enhance our marketing distribution,
marketing channels in Japan.
August, on the hand and as Jeff indicated earlier, we started
in final manufacturing of back end. We have a strong position
in Taiwan, and elsewhere in the southeast. And we believe the
Taiwanese position we have can help Nano as they expand
nicely.
Turning quickly to the balance sheets, back at the end of the
third quarter, both companies are strong, very good working
capital position, including a case of August. We've got
inventory, demonstration inventory that we've strategically
placed in the front end, that we're now trying to convert to
sales, and indeed, repeat sales, as we move in to a larger
target market.
Looking at cash flow, operating cash, August used $8 million
in the first nine months, principally in the inventory -
principally in net inventory investment in the field that I
mentioned. Nanometrics is breaking operating cash.
Both companies, on average, have about 35 percent of their
assets in cash, so a strong position. Nano actually owns their
real estate, some good financial resources to compliment the
strength and the product technology teams, as both John and
Jeff mentioned. We think this gives us strength to continue
our track record of outperforming the rest of the industry.
Here we are, we've got - we filed the draft agreement or we
filed the press release and a draft agreement last night. Now
begins the process of regulatory approval, shareholder
approval, a process we think will take about three months.
Both companies have some reporting to do, yet, as independent
companies. We're both closing the books audit statements for
'04. So look forward in the second week and third week,
respectively, of February for those announcements on the
independent companies.
And as we move closer to the closing date in the transaction
here, we'll be coming back to you with more information, then,
about the August Nanometrics combined company.
I'll just close by saying, this is a process we began well
over five months ago. This is one that August has made a
couple of small acquisitions. And certainly, as we've moved in
to the front end, we've seen the benefits to partner with the
right people. So we'd be in this process over five months ago.
And we've been working diligently on it and focusing companies
that first started talking collaboration and then decided
let's truly put this together totally so we can leverage all,
all of the investments we made with the people, the financial
investments we've made to better support our customers. We are
excited about this. And at that point, I think we're prepared
to turn it over to questions-and-answers.
Operator: Thank you. The question-and-answer session will be conducted
electronically. And if you would like to ask a question,
please press star followed by the digit one at this time. If
you are using a speakerphone, please make sure your mute
function is turned off to allow your signal to reach our
equipment. Once again, star one to ask your question. And
we'll pause for just a moment.
And our first question today we'll hear from Theodore O'Neill
with Wells Fargo.
Theodore O'Neill: Thanks very much. Stan, can you give us an idea of what kind
of savings you would expect by not running two separate public
companies, and talking about Sarbanes-Oxley compliance and the
audit fees and the rest of it?
And also after this transaction is completed, where will you
be living?
Jeff O'Dell: Right to the details.
Stan Piekos: Theodore, yes, first and foremost, the primary drivers on this
are on the market and the revenue synergies. And given where
we are coming into the front end, we see some immediate
opportunities, and think we'd all like to get going sooner
rather than later to do that.
Given that there will be some - and both companies are looking
at additional needs to support their independent growth plans
right now. Yes, there will be some small savings. In our case,
August Technology, we're well through the Sarbanes-Oxley
process. Because of the filing requirement the Nanometrics
haven't had to go through it, yet, so there's going to be some
nice savings there because we've got our learning experience
that we can share with them.
But when we talk further about this, this will be more
economics driven by the revenue synergies, the market
synergies, than the costs savings, we've both got more to go.
In terms of where I'll be living, I'll be living where the
action is. I plan to spend significant time in California
where the metrology business is based, Milpitas, but
Bloomington will be the center of our inspection activity.
I'll be there, and probably spend half my time, quite frankly,
in the field with investors and other stakeholders, and then,
working with this team to help expand these business model.
Theodore O'Neill: OK. So you're going to have - the operations aren't going to
get combined in Milpitas?
Stan Piekos: No.
Theodore O'Neill: OK. And, but there must be, at lease $1 million in savings not
having to be - have two public companies.
Stan Piekos: Yes. That order of magnitude, again I want to repeat that the
Nanometrics will have to go through Sarbanes-Oxley this year,
it should be an easier process for them with the experience
that we have.
Theodore O'Neill: Fine. Thank you.
Operator: And next we'll move on to Stuart Muter with RBC Capital.
Stuart Muter: Thank you. Just a brief question for first for Jeff, and then
for John. Could you guys just talk a little bit about where
you see the synergy opportunities in terms of products, going
forward?
Jeff O'Dell: Sure, this is Jeff. Stuart, there's, you know, we - I think we
all realized that inspection and metrology are cousins sort of
sister capabilities, if you will. And August has done a little
bit of work in metrology specifically around the bump
inspection side. And I think we realized that we all know that
Nanometrics is taking a look at some inspection on the macro
end for good reasons because our customers, independently were
leading us in those directions. So just from a pure customer
standpoint, the product lines right out of the box, because
they are different in terms of special metrology have, I
think, that appeal from a single supplier.
But, you know, that being said that's a pretty high level
comment. DMS Vision is an example where, as you know, we made
an acquisition earlier last - or middle of last year, that was
intended, and it is intended, and will continue to be, to be a
data management solution. So as the speed of our tools and the
amount of data that's being collected and generated from both
types of equipment here inspection metrology goes up, it
becomes more overwhelming. And we do see opportunity very
shortly to use our DMS software acquisition that's been moving
forward under development, to tie data together, so that more
sense could be made out of some of the disparate information
that's being brought out by both tools.
You know, those are just some high level comments. I'm going
to turn it over to John, I think he might have some ideas.
John Heaton: Stuart, this is John, nice to speak with you.
Stuart Muter: And congratulations.
John Heaton: Thank you very much. We're very excited about it. So I'll give
you a little bit of a different tilt on what I see the
synergies being.
As you probably know, Stuart, Nanometrics has been focusing in
the last, especially in the last year or so in the critical
dimension area. And in - more recently in the mask area so
we've been really, primarily focusing our attention on the
area in the fab where they're having the most difficulties.
Shrinking (these geometries) is a big deal these days. And
having more intensive focus in the (lithobay) is high value
added from our customer standpoint. The wonderful thing about
August penetration primarily has started in the (litho) area,
where they're adding tremendous amounts of value for both
backside and for edge.
So when these very expensive wafers are going in the scanners,
you know, we see the synergy of being able to accommodate CD
measurement, film thickness measurement, backside, edge, and
then topside macro, all critical to the (litho) process. So
right off, we see a focus in the (litho) area that's high
value add.
The second part is that these customers in these three 300
millimeter fabs are running 24/7. The obviously synergy to our
people is that it's very difficult for Nanometrics on its own
or August on its own to be able to provide that customer with
that 24/7 service and application support, especially when
you're brining out new products to bear, there's lots of
lessons learned in small companies in our industry with
companies that have great product, they bring it out, they
take it out to a few customers, and they burn through all of
their cash.
August has done a wonderful job of seeding the market. We
would like to take that further by providing a better,
stronger, infrastructure to support those customers to make
those demos successful. So our focus is getting this equipment
in to those days. Successfully supporting them and then
converting those into revenue for the combined company.
Stuart Muter: Can I - just a quick follow up. Is it safe to say that the
geographically the big opportunity for Nanometrics is Taiwan
and leveraging the position August has there. And then, in
terms of the opportunity for the August product line,
leveraging Nanometrics strong position in Japan?
John Heaton: Yes, it's probably both. I mean as we've said, you know, we
have a very large organization in Japan that is hungry for
products. Most of the expansion in the past year or so for our
business has, stay in character, has been in Japan. It's a
very successful story for us. We have, you know, wonderful
people and customers there that believe in us. We would like
to capture more of their spending. And we believe that a good
reputation and the server and local support translates in to,
you know, a successfully business. So we really want to help
propel August business in that territory.
The same thing, obviously is true in Taiwan. We've had
struggles in Taiwan over the past couple of years because of
the product cycle introduction. This maybe can change the
metrics a little bit. Now we hear constantly from customers
they want to reduce the number of suppliers, and they want to
increase the support. This works to that advantage for this
combined company.
And I think, also, Stuart, I also mention that, you know,
we've had some difficulties in Europe over the last couple of
years. They really haven't made a lot of penetration in
Europe. They've done a wonderful job in Europe. So I think,
again, we go back to the story being, Mr. Customer we now have
multiple sets of metrology and inspection for you. And we have
people here that can support here. Now we can be considered as
more, you know, serious solution for them.
Stuart Muter: OK. Thanks. And congratulations.
Jeff O'Dell: Thanks.
Stan Piekos: Thanks, Stuart.
Operator: And as a reminder, please press star followed by the digit one
to ask your question. Next, we'll move on to Rob Stern with
Needham and Company.
Rob Stern: Yes, good afternoon. Could you talk about specifically, in
this case, how you see the advantage of being larger as
effecting your combined business possibilities? Were you
having potential customers, either one of you saying that if
you were bigger, you would be a more attractive supplier?
John Heaton: I'll answer that first, and then I'll let Jeff answer it as
well. Yes, the answer is absolutely. And again, I go back to
our situation in Europe. Nanometrics has, being a small
company had to focus on areas where we knew we could revenue.
And we've had to resolve in our minds that we couldn't be all
things to all people. There's a certain critical mass that you
have to be, in order to be considered a serious player in the
business.
The second part is that as you well know recently there's the
consortium of a number of companies that, you know, revolves
around 65 and 45 nanometer. Those consortiums like IBM,
Toshiba, Sony. If you don't have worldwide capability to
supply not only the mother company or the technology
developer, but if you don't have the reach to be able to
address their partners, you cannot be considered as a possible
candidate for orders with them.
So it's just, you know, simply the math. You need to have a
more significant organization. They cannot risk a $3 billion
investment on a little company that may have execution
problems.
Now I'll turn it over to Jeff.
Jeff O'Dell: Yes, I don't know if I can add a whole lot to that. I would
echo everything that John said. And just emphasize that we see
everything that John said becoming more critical going
forward. So your comment or question Rob was a little bit
about, you know, have we seen that, a little bit of past
tense. And I would add yes, as well. Probably not to the
extent that perhaps because what we offer is often unique and
hard to find elsewhere, it's sort of the history of our
company.
But going forward, I would just emphasize that we both had
envisioned this becoming a tougher situation. And we think
we've mitigated that substantially now.
Rob Stern: Thank you.
Operator: And next we'll move on to Patrice Kanada with Guard Hill
Capital.
Patrice Kanada: Hi, I just wanted to confirm which specific antitrust
regulatory approvals will be required in addition to (Hart
Scott Radino) or is HSR the only one. And I'd also like to
confirm whether or not there's a walk away or caller provision
on the stock ratio?
Stan Piekos: Patrice, I'll comment on the first one, at this point in time,
we're just doing all of the regulatory findings right now. It
appears is HSR is all we'll be wrestling with. In terms of the
specifics on the draft agreement or the agreement, that will
all be apparent when the filing happens here, the initial
shareholder joint proxy in the next two to four weeks.
Patrice Kanada: Thank you.
Operator: And there are no further questions at this time. I'm sorry, we
do have one. Just one moment. And next, we'll hear from Ken
Fleming with Clipper Capital.
Ken Fleming: Hi. I was just curious how you determine the ratio for the
acquisition that the market was valuing the two companies at
the same level yesterday? And it looks like you determined
that August was worth 10 percent less as a combined company.
Stan Piekos: Ken, let me comment briefly by just saying this was not a spot
decision on yesterday's relationship between the stocks. The
whole sector here has been volatile. Besides, I mentioned
earlier, this has been a process that has gone back some five
months now. So we look at this as a merger of equals and the
transaction was structured that way. And we finalized
agreements, and where the stocks ended up at the end of the
day had little relevance, no relevance, quite frankly in what
we're putting together here for the future.
So in terms of the specifics on the financial considerations
of both companies, we're well advised. And those opinions and
the metrics considered, and putting all of that together will
be apparent, again, with the proxy filings and the opinion in
those proxy filings in the next couple of weeks.
Ken Fleming: Why do the deal now, when August is trading, you know, close
to all time lows?
Stan Piekos: We do a deal now because the drivers are in the marketplace.
Now is the time to get together and put the critical force
together to take advantage of the revenue synergies and market
synergies that we spoke to.
Ken Fleming: OK. Thank you.
Operator: Next, we'll move on to Norman Schild with - private investor.
Norman Schild: Yes, I'm an individual shareholder of August, and part of my
question was just answered just now. But on the same line,
when the stock price is down so far, and usually if there's
any kind of merger or acquisition or whatever, there's usually
some sort of premium built in to the price here. And quite
honestly, I mean I'm taking a huge loss today just based on
that. I mean there's got to be something extra that's going on
here to warrant these two companies getting together, and at a
price that's below where it was yesterday.
Stan Piekos: Yes, I really can't add any further to my comment that this
is, again, something that has been in the process for some
months, and it was not in light of yesterday's close or where
the stocks may go. And we do believe that putting these
together, what we see as a possibility they're going to
enhance shareholder value for the combined set in both sets of
current customer - shareholders coming forward will be better
served.
Norman Schild: OK.
Operator: And there are no further questions at this time.
Jeff O'Dell: OK. Well thank you very much. This is Jeff O'Dell. And we
appreciate your questions and participation. And hopefully, as
you can tell from the conference call, I and others are
excited to move forward and make this a very good merger for
all of our stakeholders. Thank you very much.
Operator: And that will conclude today's conference call. Thank you for
your participation.
Cautionary Statement for the Purpose of the Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995
The transcript contains forward-looking statements within the meaning of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
In some cases, forward-looking statements can be identified by words such as
"believe," "expect," "anticipate," "plan," "potential," "continue" or similar
expressions. Forward-looking statements also include the assumptions underlying
or relating to any of the foregoing statements. Such forward-looking statements
are based upon current expectations and beliefs and are subject to a number of
factors and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. The forward-looking
statements contained in this transcript include statements about future
financial and operating results and the proposed Nanometrics/August Technology
merger. These statements are not guarantees of future performance, involve
certain risks, uncertainties and assumptions that are difficult to predict, and
are based upon assumptions as to future events that may not prove accurate.
Therefore, actual outcomes and results may differ materially from what is
expressed herein. For example, if either of the companies does not receive
required shareholder or governmental approvals or fails to satisfy other
conditions to closing, the transaction will not be consummated. In any
forward-looking statement in which Nanometrics or August Technology expresses an
expectation or belief as to future results, such expectation or belief is
expressed in good faith and believed to have a reasonable basis, but there can
be no assurance that the statement or expectation or belief will result or be
achieved or accomplished. The following factors, among others, could cause
actual results to differ materially from those described in the forward-looking
statements: the risk that the Nanometrics and August Technology businesses will
not be integrated successfully; costs related to the proposed merger; failure of
the Nanometrics or August Technology shareholders to approve the proposed
merger; and other economic, business, competitive and/or regulatory factors
affecting Nanometrics' and August Technology's businesses generally, including
those set forth in Nanometrics' and August Technology's filings with the SEC,
including their Annual Reports on Form 10-K for their respective most recent
fiscal years, especially in the Management's Discussion and Analysis section,
their most recent Quarterly Reports on Form 10-Q and their Current Reports on
Form 8-K. All forward-looking statements included in this transcript are based
on information available to Nanometrics and August Technology on the date
hereof. Nanometrics and August Technology undertake no obligation (and expressly
disclaim any such obligation) to update forward-looking statements made in this
transcript to reflect events or circumstances after the date of this transcript
or to update reasons why actual results could differ from those anticipated in
such forward-looking statements.
Additional Information and Where to Find It
Nanometrics Incorporated, August Technology Corporation and Minor League Merger
Corporation (which will be renamed by Nanometrics Incorporated and August
Technology Corporation in connection with the proposed merger) intend to file a
joint proxy statement/prospectus in connection with the merger transaction
involving Nanometrics Incorporated, Major League Merger Corporation (a
subsidiary of Nanometrics formed in connection with the proposed merger), Minor
League Merger Corporation and August Technology Corporation. Investors and
security holders are urged to read the joint proxy statement/prospectus
regarding the proposed merger when it becomes available because it will contain
important information about the transaction. The joint proxy
statement/prospectus will be filed with the Securities and Exchange Commission
by Nanometrics Incorporated and August Technology Corporation and security
holders may obtain a free copy of the joint proxy statement/prospectus (when it
is available) and other documents filed by Nanometrics Incorporated and August
Technology Corporation with the Securities and Exchange Commission at the
Securities and Exchange Commission's web site at http://www.sec/gov. The joint
proxy statement/prospectus and these other documents may also be obtained for
free from Nanometrics Incorporated or August Technology Corporation investor
relations at investors@nanometrics.com and invest@augusttech.com, respectively.
August Technology Corporation and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from the stockholders
of August Technology Corporation and Nanometrics Incorporated with respect to
the transactions contemplated by the merger agreement. Information regarding
such officers and directors is included in August Technology Corporation's Proxy
Statement for its 2003 Annual Meeting of Stockholders filed with the Securities
and Exchange Commission on March 11, 2004. This document is available free of
charge at the Securities and Exchange Commission's web site at
http://www.sec.gov and from August Technology Corporation investor relations at
invest@augusttech.com.
Nanometrics Incorporated and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from the stockholders of
August Technology Corporation and Nanometrics Incorporated with respect to the
transactions contemplated by the merger agreement. Information regarding such
officers and directors is included in Nanometrics Incorporated's Proxy Statement
for its 2003 Annual Meeting of Stockholders filed with the Securities and
Exchange Commission on April 23, 2004. This document is available free of charge
at the Securities and Exchange Commission's web site at http://www.sec.gov and
from Nanometrics Incorporated investor relations at investors@nanometrics.com.
END