UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-Q/A
(Amendment No. 1)
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(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
--- Exchange Act of 1934
For the quarterly period ended September 30, 2003
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OR
[_] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission file number 0-13470
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NANOMETRICS INCORPORATED
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(Exact name of registrant as specified in its charter)
California 94-2276314
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(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
1550 Buckeye Drive, Milpitas, CA 95035
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 435-9600
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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
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
YES NO X
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At November 4, 2003 there were 12,103,415 shares of common stock, no par value,
issued and outstanding.
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NANOMETRICS INCORPORATED
INDEX
Page
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Explanatory Note .............................................. 3
Item 4 Disclosure Controls and Procedures ............................ 3
Item 6 Exhibits and Reports on Form 8-K .............................. 3
Signatures ................................................................ 4
Exhibit Index ............................................................ 5
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Explanatory Note
This Amendment on Form 10-Q/A constitutes Amendment No. 1 to our Quarterly
Report on Form 10-Q for the period ended September 30, 2003, which was
previously filed with the Securities and Exchange Commission (the "SEC") on
November 12, 2003 (the "Quarterly Report"). Item 6 of Part II of Form 10-Q is
being amended to list the exhibits attached herto. Item 4 of Part II as well as
the Exhibits also are being updated.
ITEM 4. Disclosure Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures. Our principal
executive officer and principal financial officer, after evaluating the
effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange
Act")) as of the end of the period covered by this quarterly report, have
concluded that our disclosure controls and procedures are effective based on
their evaluation of the controls and procedures required by paragraph (b) of the
Exchange Act Rules 13a-15 or 15d-15.
(b) Changes in Internal Controls over Financial Reporting. No changes in
our internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15
occurred during our last fiscal quarter that have materially affected or are
reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 6. Exhibits and Reports on Form 8-K
A. Exhibits.
Exhibit No. Exhibit Title
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31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
B. Reports on Form 8-K.
A current report on Form 8-K was furnished on October 23, 2003 with an
attached press release.
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NANOMETRICS INCORPORATED
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.
NANOMETRICS INCORPORATED
(Registrant)
/s/ Paul B. Nolan
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Paul B. Nolan
Chief Financial Officer
Dated: December 12, 2003
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Exhibit Index
Exhibit No. Exhibit Title
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31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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