UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
NANOMETRICS INCORPORATED
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------------------
Persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a
currently valid OMB control number.
NANOMETRICS INCORPORATED
1550 Buckeye Drive
Milpitas, California 95035
May 20, 2004
-------------------
SUPPLEMENT TO PROXY STATEMENT
FOR
2004 ANNUAL MEETING OF SHAREHOLDERS
To Be Held On May 26, 2004
-------------------
This Supplement amends the Notice of Annual Meeting of Shareholders dated
April 23, 2004 and the accompanying Proxy Statement (the "Proxy Statement")
furnished in connection with the solicitation of proxies by the Board of
Directors (the "Board") of Nanometrics Incorporated, a California corporation
(the "Company"), for use at its 2004 Annual Shareholders Meeting (the
"Meeting"), to be held on May 26, 2004 at the principal offices of the Company
located at 1550 Buckeye Drive, Milpitas, California 95035, and at any
adjournment or postponement of the Meeting.
The information contained in this Supplement should be read in conjunction
with the Proxy Statement. There is no change in the time or place of the Meeting
or the record date to determine shareholders entitled to notice of and to vote
at the Meeting.
Change in the Number of Directors
On May 14, 2004, Mircea V. Dusa, who was appointed to the Board on April
14, 2004 to fill a vacancy, informed the Board that for personal reasons he had
determined not to stand for re-election and resigned from the Board. The Board
has determined not to nominate a substitute nominee.
Consequently, the Meeting's purpose will be:
1. To elect six directors to serve until the next Annual Meeting of
Shareholders or until their successors are elected.
2. To ratify the appointment of Deloitte & Touche LLP as independent
auditors of the Company for the fiscal year ending January 1, 2005.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Mr. Dusa is no longer a nominee for election to the Board. All of the other
nominees listed in the Proxy Statement have consented to serve if elected.
No new proxy card is enclosed with this Supplement or distributed to the
shareholders. A card was delivered to the shareholders along with the Proxy
Statement and that proxy card may still be used. A vote "For" the nominees
listed on the proxy card will not be considered as a vote for Mr. Dusa since he
is no longer a nominee and has indicated that he will not serve if elected.
Shareholders are encouraged to direct any questions about this Supplement
or how to complete and return proxy cards to the Secretary of the Company at
(408) 435-9600.
Vincent J. Coates
Secretary
Milpitas, California
May 20, 2004