0000899243-19-026196.txt : 20191029 0000899243-19-026196.hdr.sgml : 20191029 20191029210220 ACCESSION NUMBER: 0000899243-19-026196 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191025 FILED AS OF DATE: 20191029 DATE AS OF CHANGE: 20191029 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rogoff Richard B. CENTRAL INDEX KEY: 0001589451 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36226 FILM NUMBER: 191177251 MAIL ADDRESS: STREET 1: 16 JONSPIN ROAD CITY: WILMINGTON STATE: MA ZIP: 01887 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RUDOLPH TECHNOLOGIES INC CENTRAL INDEX KEY: 0001094392 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 223531208 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 16 JONSPIN ROAD CITY: WILMINGTON STATE: MA ZIP: 01887 BUSINESS PHONE: 978-253-6200 MAIL ADDRESS: STREET 1: 16 JONSPIN ROAD CITY: WILMINGTON STATE: MA ZIP: 01887 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-10-25 1 0001094392 RUDOLPH TECHNOLOGIES INC RTEC 0001589451 Rogoff Richard B. C/O RUDOLPH TECHNOLOGIES INC. 16 JONSPIN ROAD WILMINGTON MA 01887 0 0 0 1 VP Business Initiatives Common Stock 2019-10-25 4 D 0 31913 D 0 D Common Stock 2019-10-25 4 A 0 5014 0.00 A 5014 D Common Stock 2019-10-25 4 D 0 5014 D 0 D On October 25, 2019, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), Rudolph Technologies, Inc. ("Rudolph") and Nanometrics Incorporated ("Nanometrics") effected an all-stock merger of equals to combine their respective businesses in which a wholly-owned subsidiary of Nanometrics merged with and into Rudolph, with Rudolph surviving as a wholly-owned subsidiary of Nanometrics (the "Merger"). Pursuant to the Merger Agreement, upon completion of the Merger, Nanometrics changed its name to "Onto Innovation Inc." and each issued and outstanding share of Rudolph common stock was converted into the right to receive 0.8042 shares of Onto Innovation Inc. (formerly Nanometrics) ("Onto") common stock (the "Exchange Ratio"). Pursuant to the Merger Agreement, upon completion of the Merger, each outstanding and unvested restricted stock unit award and performance stock unit award held by the Reporting Person was assumed by Onto and converted into a restricted stock unit or a performance stock unit, as applicable, corresponding to shares of Onto common stock, subject to the Exchange Ratio. Pursuant to the Merger Agreement, upon completion of the Merger, each outstanding and vested restricted stock unit award and performance stock unit award held by the Reporting Person, including any performance stock unit award that was treated as vested as of the effective time of the Merger (the "Effective Time") based on the target performance under such award, was issued as of immediately prior to the Effective Time and was treated as a share of Rudolph common stock issued and outstanding immediately prior to the Effective Time and was therefore converted into the right to receive Onto common stock, subject to the Exchange Ratio. By:/s/ Robert A. Koch For: Richard B. Rogoff 2019-10-29