UNITED
STATES
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
Date of Report (Date of earliest event reported): August 3, 2009
Rudolph Technologies, Inc. |
(Exact name of registrant as specified in
its charter) |
DELAWARE |
000-27965 | 22-3531208 |
(State or other jurisdiction of incorporation) | (Commission File
Number) |
(IRS Employer Identification No.) |
|
(Address of principal executive offices) (Zip code) |
Registrant's telephone number, including area code: (973) 691-1300
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 (see General Instruction A.2. below):
[ ] 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 8.01 Other Events
On August 3, 2009, Rudolph Technologies, Inc. acquired Adventra Control Technologies, Inc., Plano, Texas. On August 3, 2009, the Company issued a press release announcing the acquisition described above. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
Description |
|
99.1 |
|
Press Release dated August 3, 2009 |
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.
Date: August 4, 2009 |
By: /s/ Paul F. McLaughlin |
|
Paul F. McLaughlin Chairman and Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. |
|
Description |
99.1 |
|
Press Release dated August 3, 2009 |
Exhibit 99.1
Rudolph Technologies Acquires Adventa Control Technologies, Inc.
Company creates a complete enterprise solution in response to market demands
FLANDERS, NJ (August 3, 2009)─Rudolph Technologies, Inc. (NASDAQ: RTEC), a
leading provider of process characterization equipment and software for wafer
fabs and advanced packaging facilities, announced today that it has acquired
Adventa Control Technologies, Inc., Plano, Texas. Adventa provides a wide range
of Advanced Process Control (APC) technologies to semiconductor manufacturers
specifically for tool automation, run-to-run control, and fault detection and
classification.
"We are
excited about taking advantage of this opportunity to significantly expand our
process control software portfolio with the complementary products from Adventa,"
said Paul F. McLaughlin, chairman and chief executive officer of Rudolph. "Much
like Rudolph, Adventa has an established and respected presence in the industry,
with an estimated 18,000+ systems in use today."
"By
leveraging Rudolph's worldwide sales and support organization, we will be able
to introduce Adventa solutions to markets that had previously been left
untapped, thus delivering a paradigmatic growth opportunity for these products,
and making Rudolph a more significant supplier to our customers," McLaughlin
concluded.
"Adventa's
experience in providing competitive advanced process control solutions while
maintaining profitability was a key reason for pursuing this acquisition," said
Mike Plisinski, vice president and general manager of Rudolph's Data Analysis
and Review Business Unit. "The duration of the current down cycle in our
industry has resulted in manufacturers needing to reduce the use of internal
resources but at the same time improve factory profitability through the
implementation of enhanced process control and automated analysis solutions.
Adventa has been delivering unique solutions to device manufacturers for over 11
years. Their employees average over 15 years of experience in the development
and deployment of enterprise level process control solutions. When combined with
our expertise in process analysis software, we are well-positioned to meet the
growing demand from customers for a single, financially stable, supplier of both
process control and analysis technologies which can easily integrate into their
existing IT infrastructure."
Terms of the
cash transaction were not disclosed, however, Rudolph projects that revenues
from the Adventa acquisition will be accretive in the first year and should more
than double the revenues of the Data Analysis and Review Business Unit.
According to Gartner Dataquest, this would make Rudolph the No. 2 supplier of
process control software solutions for device manufacturers.
"As the
semiconductor industry continues to evolve and the technologies become more
complex, process control software will continue to play a critical role in the
fab," Plisinski continued. "We believe our customers see a distinct advantage in
working with a profitable, global partner such as Rudolph who has clearly
demonstrated the commitment and resources for next-generation process solutions."
Rudolph is
unique in providing a total process control solution to both front-end fabs,
back-end packaging facilities as well as the rapidly maturing photovoltaic
market. The company's process control software systems evaluate the overall
performance of the entire manufacturing process, resulting in the opportunity
for lower operating costs as well as faster and better automated decision making
through a tighter integration of process control technologies and process
analysis solutions.
Details of
the transaction will be covered in Rudolph's next earnings call scheduled for
August 6 at 4:45pm EDT.
Rudolph Technologies is a worldwide leader in the design, development, manufacture and support of high-performance process control metrology, defect inspection and data analysis systems used by semiconductor device manufacturers. Rudolph provides a full-fab solution through its families of proprietary products that provide critical yield-enhancing information, enabling microelectronic device manufacturers to drive down costs and time to market. The company has enhanced the competitiveness of its products in the marketplace by anticipating and addressing many emerging trends driving the semiconductor industry's growth. Rudolph's strategy for continued technological and market leadership includes aggressive research and development of complementary metrology and inspection solutions. Headquartered in Flanders, New Jersey, Rudolph supports its customers with a worldwide sales and service organization. Additional information can be found on the company's web site at www.rudolphtech.com.
Safe Harbor
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Act") which include
Rudolph's business momentum and future growth; the benefit to customers of
Rudolph's products and customer service; Rudolph's ability to both deliver
products and services consistent with our customers' demands and expectations
and strengthen its market position; Rudolph's expectations regarding the
company's anticipated revenue as a result of the acquisition; as well as other
matters that are not purely historical data. Rudolph wishes to take advantage of
the "safe harbor" provided for by the Act and cautions that actual results may
differ materially from those projected as a result of various factors, including
risks and uncertainties, many of which are beyond Rudolph's control. Such
factors include, but are not limited to, the company's ability to leverage its
resources to improve its position in its core markets; the businesses of Rudolph
and Adventa may not be integrated successfully, which may result in the
resultant business not operating as effectively and efficiently as expected or
such integration may be more difficult, time-consuming or costly than expected;
expected combination benefits from the acquisition may not be fully realized or
realized within the expected time frame; revenues following the acquisition may
be lower than expected; costs, customer loss and business disruption, including,
without limitation, difficulties in maintaining relationships with employees,
customers, clients or suppliers, may be greater than expected following the
consummation of the acquisition; or the businesses of the companies may suffer
as a result of uncertainty surrounding the transaction. Additional information
and considerations regarding the risks faced by Rudolph are available in
Rudolph's Form 10-K report for the year ended December 31, 2008 and other
filings with the Securities and Exchange Commission. As the forwardlooking
statements are based on Rudolph's current expectations, the company cannot
guarantee any related future results, levels of activity, performance or
achievements. Rudolph does not assume any obligation to update the
forward-looking information contained in this press release.
Contacts:
Investors:
Steven R. Roth
973.448.4302
steven.roth@rudolphtech.com
Trade Press:
Virginia Becker
952.259.1647
virginia.becker@rudolphtech.com