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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
September 3, 2004
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Date of Report (date of earliest event reported)
NANOMETRICS INCORPORATED
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(Exact name of Registrant as specified in its charter)
California 0-13470 94-2276314
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
1550 Buckeye Drive
Milpitas, California 95035
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(Address of principal executive offices)
(408) 435-9600
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(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 Changes in Registrant's Certifying Accountant
On September 3, 2004, the audit committee of the board of directors of
Nanometrics Incorporated (the "Company") engaged BDO Seidman, LLP ("BDO") as the
Company's new independent accountant to audit the Company's financial
statements.
During the Company's two most recent fiscal years ended January 3, 2004
and December 31, 2002, and through September 3, 2004, the Company has not
consulted with BDO regarding either: (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's consolidated financial
statements; or (ii) any matter that was either the subject of a disagreement (as
that term is defined in paragraph 304(a)(1)(iv) of Regulation S-K and the
related instructions to that Item) or a reportable event (as that term is
defined in Item 304(a)(1)(v) of Regulation S-K).
The Company requested that BDO review this Form 8-K and provided BDO
with the opportunity to furnish the Company with a letter addressed to the SEC
containing any new information, clarification of the Company's expression of its
views, or the respects in which it does not agree with the statements made by
the Company. BDO has advised the Company that it has reviewed this filing and
has no basis on which to submit a letter addressed to the SEC in response to
Item 304 of Regulation S-K.
SIGNATURE
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 hereunto duly authorized.
Dated: September 3, 2004
NANOMETRICS INCORPORATED
By: /s/ PAUL B. NOLAN
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Paul B. Nolan
Chief Financial Officer