SEC Form 4
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*
PIEKOS STANLEY D
(Last) (First) (Middle)
C/O RUDOLPH TECHNOLOGIES, INC.
ONE RUDOLPH ROAD, PO BOX 1000
(Street)
FLANDERS NJ 07836
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RUDOLPH TECHNOLOGIES INC [ RTEC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Corp. Devel. Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Incentive Stock Option (right to buy) $5.72 02/15/2006 A 38,468 (2) 04/07/2010 Common Stock 38,468 $0 38,468 D
Non-Qualified Stock Option (right to buy) $5.72 02/15/2006 A 13,995 (2) 04/07/2010 Common Stock 13,995 $0 13,995 D
Non-Qualified Stock Option (right to buy) $5.72 02/15/2006 A 247 (3) 04/07/2010 Common Stock 247 $0 14,242 D
Non-Qualified Stock Option (right to buy) $13.59 02/15/2006 A 7,625 (4) 07/30/2014 Common Stock 7,625 $0 7,625 D
Non-Qualified Stock Option (right to buy) $13.62 02/15/2006 A 26,687 (5) 12/30/2014 Common Stock 26,687 $0 26,687 D
Non-Qualified Stock Option (right to buy) $14.81 02/15/2006 A 13,429 (6) 01/25/2016 Common Stock 13,429 $0 13,429 D
Non-Qualified Stock Option (right to buy) $15.87 02/15/2006 A 3,760 (7) 03/07/2015 Common Stock 3,760 $0 3,760 D
Non-Qualified Stock Option (right to buy) $16.71 02/15/2006 A 772 (8) 07/21/2015 Common Stock 772 $0 772 D
Non-Qualified Stock Option (right to buy) $24.2 02/15/2006 A 4,294 (9) 02/06/2014 Common Stock 4,294 $0 4,294 D
Non-Qualified Stock Option (right to buy) $24.27 02/15/2006 A 7,625 (10) 10/24/2010 Common Stock 7,625 $0 7,625 D
Explanation of Responses:
1. Mr. Piekos was the holder of 45,870 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. Piekos 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. Piekos.
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 68,805 shares of August common stock for $4.36 per share, initially granted by August on April 7, 2003, which provided for vesting in annual increments of 20% of the shares beginning April 7, 2004, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
3. The option to purchase 325 shares of August common stock for $4.36 per share, initially granted by August on April 7, 2003, which provided for vesting in annual increments of 20% of the shares beginning April 7, 2004, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
4. The option to purchase 10,000 shares of August common stock for $10.36 per share, initially granted by August on July 30, 2004, which provided for vesting in annual increments of 20% of the shares beginning July 30, 2004, was assumed by Rudolph in the Merger and replaced with the referenced option with the same vesting terms.
5. The option to purchase 35,000 shares of August common stock for $10.38 per share, initially granted by August on December 30, 2004, which provided for vesting of 34% of the shares on December 30, 2004 and 33% on December 30, 2005 and 2006, was assumed by Rudolph in the Merger and replaced with the referenced option with the same vesting terms.
6. The option to purchase 17,612 shares of August common stock for $11.29 per share, initially granted by August on January 25, 2006, which provided for vesting in annual increments of 20% of the shares beginning January 25, 2006, was assumed by Rudolph in the Merger and replaced with the referenced option with the same vesting terms.
7. The option to purchase 4,932 shares of August common stock for $12.10 per share, initially granted by August on March 7, 2005, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
8. The option to purchase 1,013 shares of August common stock for $12.74 per share, initially granted by August on July 21, 2005, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
9. The option to purchase 5,632 shares of August common stock for $18.45 per share, initially granted by August on February 6, 2004, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
10. The option to purchase 10,000 shares of August common stock for $18.50 per share, initially granted by August on October 24, 2003, 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: Stanley D. Piekos 02/17/2006
** Signature of Reporting Person Date
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* 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).
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