UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2008
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.)
One Rudolph Road, P.O. Box 1000, Flanders, NJ 07836(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))
EXPLANATORY NOTE
The sole purpose of this Current Report is to correct a typographical error contained in the Company's Current Report on Form 8-K dated today on October 30, 2008, furnishing the press release reporting its financial results for the three and nine months ended September 30, 2008. In the financial table titled "Reconciliation of GAAP to Non-GAAP Financial Measures" the heading of the second column under "Three Months Ended" should be "September 30, 2007."
Item 2.02. Results of Operations and Financial Condition.
On October 30, 2008, Rudolph Technologies, Inc. issued a press release reporting its financial results for the three and nine months ended September 30, 2008. The press release is attached hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit 99.1 Press Release issued October 30, 2008
EXHIBIT INDEX
Exhibit No. Description of Exhibit 99.1 Press Release issued October 30, 2008
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: October 30, 2008 By: /s/ Paul F. McLaughlinPaul F. McLaughlin
Chairman and Chief Executive Officer
EXHIBIT 99.1
RUDOLPH TECHNOLOGIES ANNOUNCES THIRD QUARTER REVENUE INCREASED WITH EARNINGS EXCEEDING GUIDANCE
Flanders, NJ, October 30, 2008 - Rudolph Technologies, Inc. (Nasdaq: RTEC), a leading provider of process characterization equipment and software for both front-end and back-end inspection and metrology solutions, today announced financial results for the third quarter of 2008.
Highlights include:
Trade Press:
Virginia Becker
952.259.1647
virginia.becker@rudolphtech.com
(tables to follow)
(Audited) ASSETS Current assets Cash and marketable securities $ 74,231 $ 73,925 Accounts receivable, net 39,438 50,015 Inventories 72,092 70,987 Prepaid and other assets 16,125 8,700 Total current assets 201,886 203,627 Net property, plant and equipment 18,065 16,062 Intangibles 235,125 236,957 Other assets 2,616 3,570 Total assets
$ 457,692
$ 460,216
LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and accrued liabilities $ 13,600 $ 15,030 Other current liabilities 11,933 12,299 Total current liabilities 25,533 27,329 Non-current liabilities 10,963 8,409 Total liabilities 36,496 35,738 Stockholders' equity 421,196 424,478 Total liabilities and stockholders' equity$ 457,692
$ 460,216
(tables to follow)
RUDOLPH TECHNOLOGIES,
INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
- (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2008 2007 2008 2007 Revenues $ 38,986 $ 31,461 $ 114,612 $ 127,547 Cost of revenues 22,180 15,921 64,970 60,907 Gross profit 16,806 15,540 49,642 66,640 Operating expenses: Research and development 8,342 6,505 24,582 23,319 Selling, general and administrative 7,903 7,791 27,534 25,330 Amortization 1,734 1,119 5,128 3,368 Total operating expenses 17,979 15,415 57,244 52,017 Operating income (loss) (1,173) 125 (7,602) 14,623 Interest income and other, net 295 1,078 847 3,034 Provision (benefit) for income taxes (430) (185) (2,676) 5,254 Net income (loss)
$ (448)
$ 1,388
$ (4,079)
$ 12,403 Net income (loss) per share: Basic $ (0.01) $ 0.05 $ (0.13) $ 0.43 Diluted $ (0.01) $ 0.05 $ (0.13) $ 0.42 Weighted average shares outstanding: Basic 30,781 29,152 30,591 29,099 Diluted 30,781 29,250 30,591 29,265
(table to follow)
Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2008 2007 2008 2007 GAAP operating income (loss) $ (1,173) $ 125 $ (7,602) $ 14,623 Non-GAAP adjustments: Acquisition expenses (1) 965 - 2,982 - Amortization 1,734 1,119 5,128 3,357 Restructuring expense (2) 1,082 197 1,763 197 Share-based compensation 955 717 2,551 2,285 Total non-GAAP adjustments 4,736 2,033 12,424 5,839 Non-GAAP operating income
$ 3,563
$ 2,158
$ 4,822
$ 20,462 GAAP net income (loss) $ (448) $ 1,388 $ (4,079) $ 12,403 Total non-GAAP adjustments 4,736 2,033 12,424 5,839 Income tax effect of non-GAAP adjustments @ 35% tax rate (1,658) (712) (4,348) (2,044) Non-GAAP net income
$ 2,630
$ 2,709
$ 3,997
$ 16,198 Non-GAAP net income per share: Basic $ 0.09 $ 0.09 $ 0.13 $ 0.56 Diluted $ 0.09 $ 0.09 $ 0.13 $ 0.55
(1) During the three months ended September 30, 2008, the Company recorded acquisition expenses of $1.0 million for purchase accounting charges. During the nine months ended September 30, 2008, the Company recorded acquisition expenses of $3.0 million for purchase accounting charges, integration costs and stay bonuses.
(2) During the three months ended September 30, 2008, the Company recorded restructuring expenses of $1.1 million for severance and a write-down of capitalized software projects. During the nine months ended September 30, 2008, the Company recorded restructuring expenses $1.8 million, for severance, a write-down of capitalized software projects and a write-down of an obsolete product line. In the third quarter of 2007, the Company recorded restructuring expenses of $197 thousand related to severance cost.
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