RUDOLPH TECHNOLOGIES INC false 0001094392 0001094392 2019-10-24 2019-10-24

 

 

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

Date of Report (Date of earliest event reported): October 24, 2019

 

Rudolph Technologies, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

Delaware

 

001-36226

 

22-3531208

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

     

16 Jonspin Road

Wilmington, Massachusetts

 

01887

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (978) 253-6200

(Former Name or Former Address, if Changed Since Last Report): Not applicable

 

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of exchange

on which registered

Common Stock, $0.001 par value per share

 

RTEC

 

New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

At a special meeting of the stockholders of Rudolph Technologies, Inc. (the “Company”) held on October 24, 2019 (the “Special Meeting”), the Company’s stockholders voted on the proposals set forth below relating to the Agreement and Plan of Merger, dated as of June 23, 2019 (the “Merger Agreement”), by and among Nanometrics Incorporated (“Nanometrics”), the Company, and PV Equipment Inc. (“Merger Sub”), providing for the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Nanometrics (the “Merger”). The proposals are described in detail in the definitive joint proxy statement/prospectus filed by the Company with the Securities and Exchange Commission (the “SEC”) on September 10, 2019 (as amended or supplemented thereafter, the “Joint Proxy Statement/Prospectus”) and first mailed to the Company’s stockholders on September 12, 2019. The final voting results regarding each proposal are set forth below. There were 31,116,171 shares of Company common stock outstanding and entitled to vote on the record date for the Special Meeting, and 26,736,570 shares of company common stock were represented in person or by proxy at the Special Meeting, which number constituted a quorum.

Proposal No. 1. To adopt the Merger Agreement.

This proposal was approved by the requisite vote of the Company’s stockholders.

For

 

Against

 

Abstain

 

Broker Non-Vote

26,584,239

 

8,436

 

143,895

 

—

Proposal No. 2. To approve, on a non-binding advisory basis, the compensation that will or may be paid to the Company’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement.

This proposal was approved by the requisite vote of the Company’s stockholders.

For

 

Against

 

Abstain

 

Broker Non-Vote

25,536,423

 

1,022,264

 

177,883

 

—

Proposal No. 3. To approve, on a non-binding advisory basis, the proposed increase in the authorized shares of Nanometrics common stock under the Nanometrics certificate of incorporation from 47,000,000 shares of common stock to 97,000,000 shares of common stock.

This proposal was approved by the requisite vote of the Company’s stockholders.

For

 

Against

 

Abstain

 

Broker Non-Vote

26,388,330

 

200,904

 

147,336

 

—

Proposal No. 4. To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

This proposal was approved by the requisite vote of the Company’s stockholders.

For

 

Against

 

Abstain

 

Broker Non-Vote

24,332,064

 

2,257,053

 

147,453

 

—

Adjournment of the Special Meeting was unnecessary because there was a quorum present and there were sufficient votes received at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

Consummation of the transactions contemplated by the Merger Agreement are subject to the satisfaction of certain customary closing conditions, all as set forth in the Merger Agreement and discussed in detail in the Joint Proxy Statement/Prospectus. The foregoing description is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Annex A to the Joint Proxy Statement/Prospectus.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 24, 2019

 

 

RUDOLPH TECHNOLOGIES, INC.

             

 

 

By:

 

/s/ Michael P. Plisinski

 

 

 

Michael P. Plisinski

 

 

 

Chief Executive Officer

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