10-Q/A 1 0001.txt AMENDMENT NO. 1 OF THE QUARTERLY REPORT ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 10-Q/A (Amendment No. 1) (Mark One) [X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2000 OR [_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-27965 RUDOLPH TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 22-3531208 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number)
One Rudolph Road Flanders, New Jersey 07836 (Address of Principal Executive Offices) (Zip Code) (973) 691-1300 Registrants telephone number, including area code Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] The number of outstanding shares of the Registrant's Common Stock on July 25, 2000 was 14,795,272. ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- EXPLANATORY NOTE This Form 10-Q/A is being filed by Rudolph Technologies, Inc., a Delaware corporation, as an amendment to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000 to add Part II - Item 4, thereto. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS We held our Annual Meeting of Stockholders on May 26, 2000. Out of 14,684,706,shares of Common Stock entitled to vote at such meeting, there were present in person or by proxy 13,233,060 shares. At the Annual Meeting, the stockholders of Rudolph Technologies, Inc. approved the following matters: (a) The elections of Paul Craig, Paul F. McLaughlin and Carl E. Ring, Jr. as directors of Rudolph Technologies, Inc. for the ensuing year and until their successors are elected, The vote for the nominated directors was as follows: Paul Craig, 13,219,940 votes cast for and 13,120 votes withheld; ---------- ------ Paul F. McLaughlin, 13,219,940 votes cast for and 13,120 votes withheld; ---------- ------ Carl E. Ring, Jr., 13,219,940 votes cast for and 13,120 votes withheld ---------- ------ (b) The ratification of the appointment of PricewaterhouseCoopers LLP as independent public auditors of the Company for the fiscal year ending December 31, 2000. 13,230,073 votes were cast for and 792 votes were cast against with ---------- --- 2,195 votes abstaining ----- SIGNATURES 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, thereunto duly authorized RUDOLPH TECHNOLOGIES, INC. /s/ Paul F. McLaughlin Date: August 15, 2000 By: _________________________________ Paul F. McLaughlin Chairman and Chief Executive Officer /s/ Steven R. Roth Date: August 15, 2000 By: _________________________________ Steven R. Roth Vice President, Chief Financial Officer 17