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): September 6, 2019
Nanometrics Incorporated
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-13470 |
94-2276314 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
1550 Buckeye Drive Milpitas,California |
|
95035 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (408) 545-6000
Not Applicable
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.001 par value per share |
|
NANO |
|
The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 6, 2019, Nanometrics Incorporated (“Nanometrics”) and Greg Swyt, Nanometrics’ Vice President, Finance and Principal Financial and Accounting Officer, entered into a Retention Bonus Agreement pursuant to which Mr. Swyt will receive a retention bonus in the amount of $75,000 in the event that Mr. Swyt remains employed by Nanometrics, Rudolph Technologies, Inc. (“Rudolph”) or any direct or indirect subsidiary of either entity through the completion of the proposed merger between Nanometrics and Rudolph and through June 1, 2020.
The description of the Retention Bonus Agreement is not complete, and is qualified by reference to the Retention Bonus Agreement, which is attached as Exhibit 10.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
Description |
Retention Bonus Agreement, dated September 6, 2019, between Nanometrics Incorporated and Greg Swyt. |
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: |
September 6, 2019 |
By: |
/s/ Janet Taylor |
|
|
|
Janet Taylor |
|
|
|
General Counsel |
1
|
Nanometrics Incorporated 1550 Buckeye Drive Milpitas, CA 95035 |
Tel: 408.545.6000 Fax: 408.232.5910 www.nanometrics.com |
September 6, 2019
Dear Greg:
As you know, Nanometrics Incorporated ("Nanometrics") and Rudolph Technologies, Inc. ("Rudolph") have entered into a merger agreement with the intention to combine the two companies. As a critical employee we expect you will be essential to the proper integration of the companies, and this bonus is meant to reward you for that achievement and your continued service to the company during the integration period. The Board wants you to know how important you are to the future of the combined company and it has directed management to provide additional security and incentive to continue your employment with Nanometrics as we seek to close the merger and successfully integrate the two companies.
The specific terms of this Retention Bonus are as follows:
|
1. |
Service Requirement: If you continue to serve as an employee of Nanometrics, Rudolph, or any direct or indirect subsidiary of either entity (collectively, the "Future Group Companies") until the merger is completed and then through June 1, 2020, following the completion of the merger (the "Service Requirement”), you will receive a Retention Bonus as described below. |
|
|
2. |
Retention Bonus Value: The "Retention Bonus" will be equal to $75,000 and will be payable in full in the first payroll whose cutoff date follows the date on which the Service Requirement is satisfied. |
|
|
3. |
Termination of Employment: If your employment is terminated for any reason prior to the satisfaction of the Service Requirement, your rights with respect to that termination will be determined by the terms of the General Severance Benefits and Change in Control Severance Benefits Agreement dated as of July 25, 2019, between you and Nanometrics, and no Retention Bonus will be payable under the terms of this letter agreement. |
|
|
4. |
Not an Employment Agreement: This letter agreement is not an employment agreement and your status as an at will employee will not change. The payment of any Retention Bonus will not alter your entitlement to, or the amount of, any severance or other payment or benefit you subsequently may be entitled to under any other plans, policies or arrangements of the Future Group Companies, and compensation payable hereunder shall not be treated as compensation in respect of any such plan, policy or arrangement, except to the extent required by the terms of a benefit plan. |
|
|
Nanometrics Incorporated 1550 Buckeye Drive Milpitas, CA 95035 |
Tel: 408.545.6000 Fax: 408.232.5910 www.nanometrics.com |
|
Rudolph is terminated for any reason without consummation of the merger, then this agreement automatically will terminate simultaneously, and no Retention Bonus will be payable. |
|
|
6. |
Withholding: All payments and benefits hereunder will be subject to reduction for applicable tax withholdings. This letter agreement is intended to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A") and must, to the extent practicable, be construed in accordance therewith. Terms defined in this letter agreement will have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409At and "termination" of employment will be determined under the standards for "separation from service" under Section 409A. In any event, the Future Group Companies make no representations or warranty and will have no liability to you or any other person if any provisions of or payments under this letter agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of that section. |
|
If you are in agreement with the foregoing, please sign both copies of this letter agreement and return one signed copy to me.
/s/ Pierre-Yves Lesaicherre |
Pierre-Yves Lesaicherre, Ph.D. |
President and Chief Executive Officer |
I have read, understand and agree to the terms and conditions of this letter agreement.
/s/ Greg Swyt |
Greg Swyt |