Edgar Filing: RUDOLPH TECHNOLOGIES INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BROOKS D MAYSON

2. Issuer Name and Ticker or Trading Symbol
RUDOLPH TECHNOLOGIES INC [RTEC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP, Global Sales Inspection

(Last)

(First)

(Middle)

C/O RUDOLPH TECHNOLOGIES, INC., ONE RUDOLPH ROAD, PO BOX 1000

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2006

(Street)

FLANDERS, NJ 07836

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2006		A		0 ⁽¹⁾	A	$ 0	0	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Incentive Stock Option (right to buy)

$ 3.11

02/15/2006

12,733

⁽²⁾

07/06/2006

Common Stock

12,733

$ 0

12,733

Incentive Stock Option (right to buy)

$ 10

02/15/2006

1,333

⁽³⁾

10/22/2014

Common Stock

1,333

$ 0

1,333

Incentive Stock Option (right to buy)

$ 13.7

02/15/2006

1,715

⁽⁴⁾

05/01/2007

Common Stock

1,715

$ 8

1,715

Incentive Stock Option (right to buy)

$ 14.81

02/15/2006

6,753

⁽⁵⁾

01/25/2016

Common Stock

6,753

$ 0

6,753

Incentive Stock Option (right to buy)

$ 15.87

02/15/2006

1,926

⁽⁶⁾

03/07/2015

Common Stock

1,926

$ 0

1,926

Incentive Stock Option (right to buy)

$ 16.23

02/15/2006

9,175

⁽⁷⁾

08/28/2007

Common Stock

9,175

$ 0

9,175

Incentive Stock Option (right to buy)

$ 16.71

02/15/2006

377

⁽⁸⁾

07/21/2015

Common Stock

377

$ 0

377

Incentive Stock Option (right to buy)

$ 17.38

02/15/2006

1,715

⁽⁹⁾

08/04/2007

Common Stock

1,715

$ 0

1,715

Non-Qualified Stock Option (right to buy)

$ 5.64

02/15/2006

9,150

⁽¹⁰⁾

12/19/2009

Common Stock

9,150

$ 0

9,150

Non-Qualified Stock Option (right to buy)

$ 6.17

02/15/2006

5,337

⁽¹¹⁾

07/18/2009

Common Stock

5,337

$ 0

5,337

Non-Qualified Stock Option (right to buy)

$ 6.23

02/15/2006

2,287

⁽¹²⁾

10/25/2009

Common Stock

2,287

$ 0

2,287

Non-Qualified Stock Option (right to buy)

$ 13.19

02/15/2006

3,431

⁽¹³⁾

12/07/2008

Common Stock

3,431

$ 0

3,431

Non-Qualified Stock Option (right to buy)

$ 13.59

02/15/2006

1,854

⁽¹⁴⁾

07/30/2014

Common Stock

1,854

$ 0

1,854

Non-Qualified Stock Option (right to buy)

$ 13.62

02/15/2006

7,625

⁽¹⁵⁾

12/30/2014

Common Stock

7,625

$ 0

7,625

Non-Qualified Stock Option (right to buy)

$ 13.78

02/15/2006

2,287

⁽¹⁶⁾

04/06/2008

Common Stock

2,287

$ 0

2,287

Non-Qualified Stock Option (right to buy)

$ 13.86

02/15/2006

2,287

⁽¹⁷⁾

12/15/2007

Common Stock

2,287

$ 0

2,287

Non-Qualified Stock Option (right to buy)

$ 14.81

02/15/2006

6,763

⁽⁵⁾

01/25/2016

Common Stock

6,763

$ 8

6,763

Non-Qualified Stock Option (right to buy)

$ 16.23

02/15/2006

7,599

⁽⁷⁾

08/28/2007

Common Stock

7,599

$ 0

7,599

Non-Qualified Stock Option (right to buy)

$ 17.19

02/15/2006

1,467

⁽¹⁸⁾

04/30/2014

Common Stock

1,467

$ 0

1,467

Non-Qualified Stock Option (right to buy)

$ 17.37

02/15/2006

3,812

⁽¹⁹⁾

07/12/2008

Common Stock

3,812

$ 0

3,812

Non-Qualified Stock Option (right to buy)

$ 17.37

02/15/2006

5,718

⁽²⁰⁾

07/12/2008

Common Stock

5,718

$ 0

9,530

Non-Qualified Stock Option (right to buy)

$ 17.38

02/15/2006

571

⁽⁹⁾

08/04/2007

Common Stock

571

$ 0

571

Non-Qualified Stock Option (right to buy)

$ 17.55

02/15/2006

1,525

⁽²¹⁾

01/05/2008

Common Stock

1,525

$ 0

1,525

Non-Qualified Stock Option (right to buy)

$ 18.68

02/15/2006

5,718

⁽²²⁾

04/05/2009

Common Stock

5,718

$ 0

5,718

Non-Qualified Stock Option (right to buy)

$ 24.2

02/15/2006

4,766

⁽²³⁾

02/06/2014

Common Stock

4,766

$ 0

4,766

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BROOKS D MAYSON C/O RUDOLPH TECHNOLOGIES, INC. ONE RUDOLPH ROAD, PO BOX 1000 FLANDERS, NJ 07836			VP, Global Sales Inspection

Signatures

By: /s/ Robert A. Koch For: D. Mason Brooks		02/17/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Mr. Brooks was the holder of 3,477 shares of August Technology Corporation common stock. In the merger (the "Merger") of August Technology Corporation with and into NS Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Rudolph Technologies, Inc. ("Rudolph"), each share of August Technology Corporation common stock was canceled and will be converted into the right to receive either $10.50 in cash or 0.7625 of a share of common stock, par value $0.001 per share, of Rudolph common stock, or a combination of cash and Rudolph common stock, subject to the proration and allocation procedures set forth in the Agreement and Plan of Merger, as amended, by and among Rudolph, Merger Sub and August Technology Corporation. At this time, the actual number of shares held by Mr. Brooks is not known. Upon completion of the proration and allocation computations, an amended Form 4 shall be filed to reflect the shares of Rudolph common stock held by Mr. Brooks.
(2)	Pursuant to a merger agreement by and among the August Technology Corporation ("August"), Rudolph Technologies, Inc. ("Rudolph") and NS Merger Sub, Inc., a wholly-owned subsidiary of Rudolph (the "Merger"), the option to purchase 16,700 shares of August Technology Corporation ("August") common stock for $2.37 per share, initially granted by August on July 6, 1999, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(3)	The option to purchase 1,749 shares of August common stock for $7.62 per share, initially granted by August on October 22, 2004, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(4)	The option to purchase 2,250 shares of August common stock for $10.44 per share, initially granted by August on May 1, 2000, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(5)	The option to purchase 17,727 shares of August common stock for $11.29 per share, initially granted by August on January 25, 2006, which provided for vesting in annual increments of 20% of the shares beginning January 25, 2006, was assumed by Rudolph in the Merger and replaced with the referenced options with the same vesting terms.
(6)	The option to purchase 2,526 shares of August common stock for $12.10 per share, initially granted by August on March 7, 2005, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(7)	The options to purchase 22,000 shares of August common stock for $12.375 per share, initially granted by August on December 19, 2000, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested options.
(8)	The option to purchase 495 shares of August common stock for $12.74 per share, initially granted by August on July 21, 2005, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(9)	The option to purchase 3,000 shares of August common stock for $13.25 per share, initially granted by August on August 4, 2000, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested options.
(10)	The option to purchase 12,000 shares of August common stock for $4.30 per share, initially granted by August on December 19, 2002, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(11)	The option to purchase 7,000 shares of August common stock for $4.70 per share, initially granted by August on July 18, 2002, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(12)	The option to purchase 3,000 shares of August common stock for $4.75 per share, initially granted by August on October 25, 2002, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(13)	The option to purchase 4,500 shares of August common stock for $10.05 per share, initially granted by August on December 7, 2001, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(14)	The option to purchase 2,432 shares of August common stock for $10.36 per share, initially granted by August on July 30, 2004, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(15)	The option to purchase 10,000 shares of August common stock for $10.38 per share, initially granted by August on December 30, 2004, which provided for vesting of 34% of the shares on December 30, 2004 and 33% on December 30, 2005 and 2006, was assumed by Rudolph in the Merger and replaced with the referenced option with the same vesting terms.
(16)	The option to purchase 3,000 shares of August common stock for $10.50 per share, initially granted by August on April 6, 2001, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(17)	The option to purchase 3,000 shares of August common stock for $10.563 per share, initially granted by August on December 15, 2000, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(18)	The option to purchase 1,924 shares of August common stock for $13.10 per share, initially granted by August on April 30, 2004, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(19)	The option to purchase 5,000 shares of August common stock for $13.24 per share, initially granted by August on July 12, 2001, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(20)	The option to purchase 7,500 shares of August common stock for $13.24 per share, initially granted by August on July 12, 2001, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(21)	The option to purchase 2,000 shares of August common stock for $13.375 per share, initially granted by August on January 5, 2001, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(22)	The option to purchase 7,500 shares of August common stock for $14.24 per share, initially granted by August on April 5, 2002, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(23)	The option to purchase 6,251 shares of August common stock for $18.45 per share, initially granted by August on February 6, 2004, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.

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