| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RUDOLPH TECHNOLOGIES INC [ RTEC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/08/2002 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/15/2006 | A | 0(1) | A | $0 | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Option (right to buy) | $12.16 | 02/15/2006 | A | 5,337 | (2) | 03/10/2007 | Common Stock | 5,337 | $0 | 5,337 | D | ||||
| Non-Qualified Stock Option (right to buy) | $13.12 | 01/08/2002 | A | 5,718 | (3) | 01/08/2009 | Common Stock | 5,718 | $0 | 5,718 | D | ||||
| Non-Qualified Stock Option (right to buy) | $14.81 | 01/25/2006 | A | 4,956 | (4) | 01/25/2016 | Common Stock | 4,956 | $0 | 4,956 | D | ||||
| Non-Qualified Stock Option (right to buy) | $17.55 | 02/15/2006 | A | 5,718 | (5) | 01/05/2008 | Common Stock | 5,718 | $0 | 5,718 | D | ||||
| Non-Qualified Stock Option (right to buy) | $18.68 | 04/05/2002 | A | 160 | (6) | 04/05/2009 | Common Stock | 160 | $0 | 160 | D | ||||
| Non-Qualified Stock Option (right to buy) | $29.71 | 01/08/2004 | A | 4,519 | (7) | 01/08/2011 | Common Stock | 4,519 | $0 | 4,519 | D | ||||
| Explanation of Responses: |
| 1. Mr. Wright was the holder of 22.888 shares of August Technology Corporation common stock. In the merger (the "Merger") of August Technology Corporation with and into NS Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Rudolph Technologies, Inc. ("Rudolph"), each share of August Technology Corporation common stock was canceled and will be converted into the right to receive either $10.50 in cash or 0.7625 of a share of common stock, par value $0.001 per share, of Rudolph common stock, or a combination of cash and Rudolph common stock, subject to the proration and allocation procedures set forth in the Agreement and Plan of Merger, as amended, by and among Rudolph, Merger Sub and August Technology Corporation. At this time, the actual number of shares held by Mr. Wright is not known. Upon completion of the proration and allocation computations, an amended Form 4 shall be filed to reflect the shares of Rudolph common stock held by Mr. Wright. |
| 2. Pursuant to a merger agreement by and among the August Technology Corporation ("August"), Rudolph Technologies, Inc. ("Rudolph") and NS Merger Sub, Inc., a wholly-owned subsidiary of Rudolph (the "Merger"), the option to purchase 7,000 shares of August common stock for $9.27 per share, initially granted by August on March 10, 2000, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
| 3. The option to purchase 7,500 shares of August common stock for $10.00 per share, initially granted by August on January 8, 2002, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
| 4. The option to purchase 6,500 shares of August common stock for $11.29 per share, initially granted by August on January 25, 2006, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
| 5. The option to purchase 7,500 shares of August common stock for $13.375 per share, initially granted by August on January 5, 2001, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
| 6. The option to purchase 211 shares of August common stock for $14.24 per share, initially granted by August on April 5, 2002, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
| 7. The option to purchase 5,927 shares of August common stock for $22.65 per share, initially granted by August on January 8, 2004, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option. |
| By: /s/ Robert A. Koch For: Michael W. Wright | 02/17/2006 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||