================================================================================
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
June 18, 2004
--------------------------------------------------------------
Date of Report (date of earliest event reported)
NANOMETRICS INCORPORATED
(Exact name of Registrant as specified in its charter)
California 0-13470 94-2276314
---------- ------- ----------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
1550 Buckeye Drive
------------------------------------------------------------
Milpitas, California 95035
--------------------------------------------------------------
(Address of principal executive offices)
(408) 435-9600
--------------------------------------------------------------
(Registrant's telephone number, including area code)
================================================================================
ITEM 4. Changes in Registrant's Certifying Accountant
On June 18, 2004, Deloitte & Touche LLP ("Deloitte") notified
Nanometrics Incorporated (the "Company") of its intent to resign as the
Company's independent registered public accounting firm effective immediately
upon completion of Deloitte's review of the Company's unaudited condensed
consolidated interim financial statements to be included in the Company's Form
10-Q for the quarter ended July 3, 2004, which is expected to be filed on or
before August 17, 2004.
Deloitte's reports on the Company's financial statements for fiscal
2003 and 2002 do not contain an adverse opinion or a disclaimer of opinion, and
are not qualified or modified as to uncertainty, audit scope or accounting
principles, except that such reports include an explanatory paragraph relating
to a change in method of accounting for goodwill and other intangible assets.
The decision to change accountants was not recommended or approved by the audit
committee of the Company's board of directors.
During fiscal 2003 and 2002 and through June 18, 2004, there were no
disagreements between the Company and Deloitte on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which disagreements, if not resolved to Deloitte's satisfaction, would
have caused Deloitte to make reference thereto in Deloitte's report on the
Company's financial statements for such periods. In addition, no reportable
events, as defined in Item 304(a)(l)(v) of Regulation S-K, occurred during the
Company's two most recent fiscal years and through June 18, 2004.
The Company has requested that Deloitte furnish it with a letter
addressed to the Securities and Exchange Commission stating that it agrees with
the above statements. A copy of such letter is attached hereto as Exhibit 16.1.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits.
16.1 Letter from Deloitte & Touche LLP to the Securities and Exchange
Commission regarding change in certifying accountant.
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: June 25, 2004
NANOMETRICS INCORPORATED
By: /s/ Paul B. Nolan
--------------------------------------
Paul B. Nolan
Chief Financial Officer
Exhibit Index
Exhibit
Number Description
------ -----------
16.1 Letter from Deloitte & Touche LLP to the Securities and Exchange
Commission regarding change in certifying accountant.