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<P align=center><FONT size=4><B>UNITED STATES<BR>SECURITIES AND EXCHANGE
COMMISSION<BR></B>Washington,<B> </B>D.C. 20549</FONT></P>
<P align=center><B><FONT size=4>Form 8-K</FONT></B></P>
<P align=center><FONT size=3><B>Current Report</B></FONT></P>
<P align=center><FONT size=2><B>Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934</B></FONT></P>
<P align=center><FONT size=2>Date of Report (date of earliest event reported):
January 27, 2005</FONT></P>
<DIV align=center>
<CENTER>
<TABLE border=0 cellPadding=0 cellSpacing=0 height=82 width=450>
   <TR>
    <TD height=33 style="BORDER-BOTTOM: #000000 1px solid">
      <P align=center><B><FONT size=4>Rudolph Technologies,
    Inc.</FONT></B></P></TD></TR>
  <TR>
    <TD height=45>
      <P align=center><FONT size=2>(Exact name of registrant as specified in its
      charter)<BR><BR></FONT></P></TD></TR></TABLE></CENTER></DIV>
<DIV align=center>
<CENTER>
<TABLE border=0 cellPadding=0 cellSpacing=0 height=57 width=450>
   <TR>
    <TD align=middle height=23 style="BORDER-BOTTOM: #000000 1px solid"
    width=156>
      <P align=center><FONT size=2>DELAWARE</FONT></P></TD>
    <TD align=middle height=23 style="BORDER-BOTTOM: #000000 1px solid"
    width=146><FONT size=2>000-27965</FONT></TD>
    <TD align=middle height=23 style="BORDER-BOTTOM: #000000 1px solid"
    width=140><FONT size=2>22-3531208</FONT></TD></TR>
  <TR>
    <TD align=middle height=30 width=156><FONT size=2>(State or other
      jurisdiction of Incorporation)</FONT></TD>
    <TD align=middle height=30 width=146><FONT size=2>(Commission File
      Number)<BR></FONT></TD>
    <TD align=middle height=30 width=140><FONT size=2>(IRS Employer
      Identification No.)</FONT></TD></TR></TABLE></CENTER></DIV>
<DIV align=center>
<CENTER>
<TABLE border=0 cellPadding=0 cellSpacing=0 width=450>
    <TR>
    <TD style="BORDER-BOTTOM: #000000 1px solid">
      <P align=center><BR><BR><FONT size=2>One Rudolph Road, Flanders, NJ
      07836</FONT></P></TD></TR>
  <TR>
    <TD>
      <P align=center><FONT size=2>(Address of principal executive offices) (zip
      code)</FONT></P></TD></TR></TABLE></CENTER></DIV>
<P align=center><FONT size=2><BR></FONT></P>
<P align=center><FONT size=2>Registrant's telephone number, including area code:
(973) 691-1300</FONT></P>
<P align=center><FONT size=2>Not applicable</FONT></P>
<HR>

<P align=center>(<FONT size=2>Former name or former address, if changed since
last report.)</FONT></P>
<P><FONT size=2>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):</FONT></P>
<P><FONT size=2>[ X] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)</FONT></P>
<P><FONT size=2>[&nbsp; ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)</FONT></P>
<P><FONT size=2>[&nbsp; ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))</FONT></P>
<P><FONT size=2>[&nbsp; Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e4(c))</FONT></P>
<HR>

<P><u><font size="2"><b>Item 8.01. Other Events</b></font></u><FONT size=2><B> </B></FONT></P>
<P align=left><FONT size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On January
27, 2005, Rudolph Technologies, Inc. issued a press release announcing a merger
offer for August Technology Corporation and submitted a letter in connection
with the offer to the Board of Directors of August Technology Corporation.&nbsp;
A copy of the press release is attached as Exhibit 99.1 and a copy of the letter
is attached as Exhibit 99.2 and each Exhibit is incorporated herein by
reference.</FONT></P>
<P align=left><u><font size="2"><b>Item 9.01. Financial Statements and Exhibits</b></font></u></P>
<P align=left><FONT size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp; Exhibits </FONT></P>
<DIV align=center>
<CENTER>
<TABLE border=0 cellPadding=0 cellSpacing=0 width=784>
    <TR vAlign=bottom>
    <TD width=13>&nbsp; </TD>
    <TD width=34>&nbsp; </TD>
    <TD width=63>&nbsp; </TD>
    <TD width=16>&nbsp; </TD>
    <TD width=658>&nbsp; </TD></TR>
  <TR vAlign=bottom>
    <TD vAlign=top width=13><FONT size=2>&nbsp; </FONT></TD>
    <TD width=34><FONT size=2>&nbsp; </FONT></TD>
    <TD align=left vAlign=top width=63><U><STRONG><FONT size=2>Exhibit No.
      </FONT></STRONG></U></TD>
    <TD width=16><FONT size=2>&nbsp; </FONT></TD>
    <TD align=left vAlign=top width=658><U><STRONG><FONT size=2>Description of
      Exhibit</FONT></STRONG></U></TD></TR>
  <TR vAlign=bottom>
    <TD vAlign=top width=13><FONT size=2>&nbsp; </FONT></TD>
    <TD width=34><FONT size=2>&nbsp; </FONT></TD>
    <TD align=left vAlign=top width=63><FONT size=2>&nbsp; </FONT></TD>
    <TD width=16><FONT size=2>&nbsp; </FONT></TD>
    <TD align=left vAlign=top width=658><FONT size=2>&nbsp; </FONT></TD></TR>
  <TR vAlign=bottom>
    <TD vAlign=top width=13><FONT size=2>&nbsp; </FONT></TD>
    <TD width=34><FONT size=2>&nbsp; </FONT></TD>
    <TD align=left vAlign=top width=63><FONT size=2>99.1 </FONT></TD>
    <TD width=16><FONT size=2>&nbsp; </FONT></TD>
    <TD align=left vAlign=top width=658><FONT size=2>Press Release issued
      January 27, 2005</FONT></TD></TR>
  <TR vAlign=bottom>
    <TD vAlign=top width=13>&nbsp;</TD>
    <TD width=34>&nbsp;</TD>
    <TD align=left vAlign=top width=63><font size="2">99.2</font></TD>
    <TD width=16>&nbsp;</TD>
    <TD align=left vAlign=top width=658><font size="2">Letter to August
	Technology Corporation dated January 27, 2005</font></TD></TR></TABLE></CENTER></DIV>
<P>&nbsp;</P>
<P align=left>&nbsp;</P>
<P align=left>&nbsp;</P>
<P>&nbsp;</P>
<HR>

<P>&nbsp;</P>
<P align=center><STRONG><FONT size=2>EXHIBIT INDEX</FONT></STRONG></P>
<P align=center>&nbsp;</P>
<DIV align=center>
<CENTER>
<TABLE border=0 cellPadding=0 cellSpacing=0 width=785>
  <TR vAlign=bottom>
    <TD width=34>&nbsp; </TD>
    <TD width=70>&nbsp; </TD>
    <TD width=10>&nbsp; </TD>
    <TD width=658>&nbsp; </TD></TR>
  <TR vAlign=bottom>
    <TD width=34><FONT size=2>&nbsp; </FONT></TD>
    <TD align=left vAlign=top width=70><U><STRONG><FONT size=2>Exhibit No.
      </FONT></STRONG></U></TD>
    <TD width=10><FONT size=2>&nbsp; </FONT></TD>
    <TD align=left vAlign=top width=658><U><STRONG><FONT size=2>Description of
      Exhibit</FONT></STRONG></U></TD></TR>
  <TR vAlign=bottom>
    <TD width=34><FONT size=2>&nbsp; </FONT></TD>
    <TD align=left vAlign=top width=70><FONT size=2>&nbsp; </FONT></TD>
    <TD width=10><FONT size=2>&nbsp; </FONT></TD>
    <TD align=left vAlign=top width=658><FONT size=2>&nbsp; </FONT></TD></TR>
  <TR vAlign=bottom>
    <TD width=34><FONT size=2>&nbsp; </FONT></TD>
    <TD align=left vAlign=top width=70><FONT size=2>99.1 </FONT></TD>
    <TD width=10><FONT size=2>&nbsp; </FONT></TD>
    <TD align=left vAlign=top width=658><FONT size=2>Press Release issued
      January 27, 2005</FONT></TD></TR>
  <TR vAlign=bottom>
    <TD width=34>&nbsp;</TD>
    <TD align=left vAlign=top width=70><font size="2">99.2</font></TD>
    <TD width=10>&nbsp;</TD>
    <TD align=left vAlign=top width=658><font size="2">Letter to August
	Technology Corporation dated January 27, 2005</font></TD></TR></TABLE></CENTER></DIV><PRE>                                     </PRE>
<HR>

<P>&nbsp;</P>
<P align=center><B><FONT size=2>SIGNATURES</FONT></B></P>
<P><FONT size=2>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.</FONT></P>
<P align=center><B><FONT size=2>Rudolph Technologies, Inc.<BR></FONT></B></P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width=583>
   <TR>
    <TD width=405><FONT size=2>Date:&nbsp;&nbsp; January 27, 2005</FONT></TD>
    <TD width=414><FONT size=2>By:<U>&nbsp;&nbsp;/s/ Paul F. McLaughlin&nbsp;
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </U></FONT></TD></TR>
  <TR>
    <TD width=405></TD>
    <TD vAlign=top width=414>
      <P
      style="LINE-HEIGHT: 100%; MARGIN-BOTTOM: 0px; MARGIN-TOP: 0px; WORD-SPACING: 0px"><FONT
      size=2>Paul F. McLaughlin</FONT></P>
      <P
      style="LINE-HEIGHT: 100%; MARGIN-BOTTOM: 0px; MARGIN-TOP: 0px; WORD-SPACING: 0px"><FONT
      size=2>Chairman and Chief Executive Officer</FONT></P></TD></TR></TABLE><PRE>                     <FONT size=2>                                                             </FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </PRE>
<P>&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</P>
<HR>

<p align="center"><b>EXHIBIT 99.1</b></p>
<p align="left">Filed by Rudolph Technologies, Inc.<br>
Pursuant to Rule 425 under the Securities Act of 1933<br>
And deemed filed pursuant to Rule 14a-12<br>
Under the Securities Exchange Act of 1934</p>
<p align="left">Subject company:&nbsp; August Technology Corporation<br>
Commission File No. 000-30637</p>
<p align="left">RUDOLPH TECHNOLOGIES ANNOUNCES MERGER OFFER FOR AUGUST
TECHNOLOGY </p>
<p>Flanders, NJ, January 27, 2005 - Rudolph Technologies, Inc. (Nasdaq: RTEC) a
leading provider of process control equipment for thin film measurement and
macro defect inspection announced today that it has made a merger offer to the
Board of Directors of August Technology Corporation (Nasdaq: AUGT). </p>
<p>Rudolph advised the Board of August today that Rudolph is prepared to enter
into a merger with August whereby each shareholder will receive the value of
$2.16 per share in cash and 0.4955 a share in Rudolph common stock (equivalent to $10.50 per
share of August stock, based on the closing price of Rudolph stock on January
27, 2005). The offer would include the option for each August shareholder to
elect to receive all cash, stock, or a combination of cash and stock, subject to proration based on the total cash consideration of $40 million and shares
available in the merger. This reflects an aggregate purchase price of over $190
million. Rudolph advised the August Board that Rudolph is prepared to meet with
August as early as tomorrow and to move expeditiously to close the offering.
Rudolph is prepared to close the transaction in the second quarter of 2005. </p>
<p>&quot;The combination of Rudolph and August makes compelling business sense,&quot;
according to Paul F. McLaughlin, Chairman and CEO of Rudolph Technologies. &quot;The
customers, shareholders and employees of August and Rudolph would all benefit
from the global sales and service support network, product development, and
financial synergies that would be available with the merger. We believe the
combined company would be the global leader in copper film metrology and back
end wafer inspection. In addition, the combined company would more than double
its share in the emerging fast-growth market of macro defect inspection, and
would take advantage of its new product offerings in the fast growing markets
for bump inspection and automatic defect classification systems for yield
management.&quot; </p>
<p>&quot;The combination would offer customers unparalleled capability and breadth of
product offerings. In addition to the strong revenue synergies, there would be
significant opportunities to leverage the strong technical and purchasing
capabilities of the combined organization. The greater financial strength and
flexibility makes us extremely bullish about the prospects for the combined
company. Our mutual customers in the very focused areas of inspection and
metrology would benefit from the critical mass of a company with combined
consensus 2005 revenues of over $170 million. This is a unique opportunity for
all the shareholders of August and Rudolph to create a new leader in metrology
and inspection solutions,&quot; said McLaughlin. &quot;I am confident that when we put
these businesses together, there will be significant opportunities to produce
compelling returns for shareholders.&quot; </p>
<p>Rudolph will host a conference call tomorrow to discuss their offer and
answer questions. </p>
<p>Friday, January 28, 2005 9:00 a.m. (Eastern Time) Dial-in Number 800-254-5933
or 973-409-9255 Passcode 5657880 </p>
<p>The call will also be broadcast live over the Internet. To access the live
webcast, please visit the Company's Web site at www.rudolphtech.com. Go to the
Web site at least fifteen minutes prior to the call to register, download and
install and necessary audio software. Following the conference call a replay
will be available at 877-519-4471 or 973-341-3080 (passcode 5657880) and
additional information will be posted on the Rudolph Web site. </p>
<p>About Rudolph Technologies, Inc. </p>
<p>Rudolph Technologies is a worldwide leader in the design, development,
manufacture and support of high-performance process control metrology and defect
inspection systems used by semiconductor device manufacturers. The Company's
products provide a full-fab solution through its families of proprietary
systems, which are used throughout the device manufacturing process. Rudolph's
product development has successfully anticipated and addressed many emerging
trends that are driving the semiconductor industry's growth in order to enhance
the competitiveness of its products in the marketplace. The Company's success in
creating complementary metrology and inspection applications through aggressive
research and development is key to Rudolph's strategy for continued
technological and market leadership. </p>
<p>FORWARD LOOKING STATEMENTS </p>
<p>This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. In some cases, you can
identify those so-called &quot;forward-looking statements&quot; by words such as &quot;may,&quot;
"will,&quot; "would," &quot;should,&quot; &quot;expects,&quot; &quot;plans,&quot; &quot;anticipates,&quot; &quot;believes,&quot;
&quot;estimates,&quot; &quot;predicts,&quot; &quot;potential,&quot; or &quot;continue,&quot; or the negative of those
words and other comparable words. Rudolph wishes to take advantage of the &quot;safe
harbor&quot; provided for by the Private Securities Litigation Reform Act of 1995 and
you are cautioned that actual events or results may differ materially from the
expectations expressed in such forward-looking statements as a result of various
factors, including risks and uncertainties, many of which are beyond the control
of Rudolph. Factors that could cause actual results to differ materially
include, but are not limited to: (1) cyclicality of the semiconductor industry;
(2) customer concentration; (3) introduction of new products by our competitors;
(4) sole or limited sources of supply; (5) Rudolph and August may not reach an
agreement on a merger or the merger may not be approved by August shareholders;
(6) the businesses of Rudolph and August may not be integrated successfully or
such integration may be more difficult, time-consuming or costly than expected;
(7) expected combination benefits from the Rudolph/August merger may not be
fully realized or realized within the expected time frame; (8) revenues
following the Rudolph/August merger may be lower than expected; (9) operating
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 Rudolph/August merger;
(10) the impact of the slowdown in the overall economy; (11) the uncertainty of
the current global political environment; (12) the potential for terrorist
attacks; (13) the potential for business disruptions due to infectious diseases;
(14) changes in customer demands for our existing and new products, the timing,
cancellation or delay of customer orders and shipments; (15) the timing of
revenue recognition of shipments; (16) changes in or an inability to execute our
business strategy; (17) unanticipated manufacturing or supply problems and (18)
changes in tax rules. Rudolph cannot guarantee future results, levels of
activity, performance, or achievements. The matters discussed in this press
release also involve risks and uncertainties summarized under the heading
&quot;Factors that May Affect Future Results&quot; in Rudolph's Form 10-K filed for the
year ended December 31, 2003. These factors are updated from time to time
through the filing of reports and registration statements with the Securities
and Exchange Commission. Rudolph does not assume any obligation to update the
forward-looking information contained in this press release. </p>
<p>ADDITIONAL
INFORMATION </p>
<p>Any information concerning August contained in this press release
has been taken from, or is based upon, publicly available information. Although
Rudolph does not have any information that would indicate that any information
contained in this press release that has been taken from such documents is
inaccurate or incomplete, Rudolph does not take any responsibility for the
accuracy or completeness of such information. To date, Rudolph has not had
access to the books and records of August. Investors and security holders are
urged to read the disclosure documents regarding the proposed Rudolph/August
merger, when they become available, because they will contain important
information. The disclosure documents will be filed with the Securities and
Exchange Commission by Rudolph. Investors and security holders may obtain a free
copy of the disclosure documents (when they are available) and other documents
filed by Rudolph with the Commission at the Commission's website at www.sec.gov.
The disclosure documents and these other documents may also be obtained for free
from Rudolph by directing a request to Rudolph Technologies, Inc., One Rudolph
Road, Flanders, New Jersey 07836, Attention: General Counsel. </p>
<p>INFORMATION
REGARDING CERTAIN RUDOLPH PERSONS</p>
<p>&nbsp;Rudolph is not currently engaged in a
solicitation of proxies or consents from its shareholders or from the
shareholders of August. However, in connection with its proposal to merge with
August, certain directors and executive officers or Rudolph may participate in
meetings or discussions with Rudolph shareholders some of whom may also be
August shareholders or other persons who may also be August shareholders.
Rudolph does not believe that any of these persons is a &quot;participant&quot; as defined
in Schedule 14A promulgated under the Securities Exchange Act of 1934, as
amended, in the solicitation of proxies or consents, or that Schedule 14A
requires the disclosure of certain information concerning any of them.
Information concerning the directors and executive officers of Rudolph and a
description of their interests in Rudolph is set forth in Rudolph's proxy
statement filed with the Commission on April 20, 2004. As of the date of this
press release, Rudolph does not beneficially own any shares of August common
stock, and the directors and executive officers of Rudolph, in the aggregate, do
not beneficially own in excess of 1% of August's common stock. If in the future
Rudolph engages in solicitation of proxies from its shareholders or the
shareholders of August in connection with a merger of the companies it will
amend the information provided above as needed to disclose the information
concerning participants in that solicitation required by Rule 14a-12 under the
Securities Exchange Act of 1934. </p>
<hr>
<p>&nbsp;</p>
<p align="center"><b>EXHIBIT 99.2</b></p>
<p align="left">Filed by Rudolph Technologies, Inc.<br>
Pursuant to Rule 425 under the Securities Act of 1933<br>
And deemed filed pursuant to Rule 14a-12<br>
Under the Securities Exchange Act of 1934</p>
<p align="left">Subject company:&nbsp; August Technology Corporation<br>
Commission File No. 000-30637</p>
<p>January 27, 2005 </p>
<p>Mr. Jeff L. O'Dell Chairman and Chief Executive Officer August Technology
Corporation 4900 West 78th Street Bloomington, MN 55435 </p>
<p>Dear Jeff: </p>
<p>You and I have from time to time discussed how a combination of Rudolph and
August would make compelling business sense. Most recently, on January 20th, in
an e-mail to you I again reiterated our belief that the business reasons are
more compelling than ever and suggested we meet. Despite your recent
announcement of an agreement with Nanometrics, we at Rudolph continue to believe
that a combination of August with Rudolph remains a much more compelling
transaction and therefore we make the following offer. </p>
<p>Rudolph is prepared to enter into a merger with August based on a share
exchange ratio of 0.6239 share of Rudolph stock for each share of August common
stock (equivalent to $10.50 per share of August stock, based on the closing
price of Rudolph stock on January 27, 2005). Each August shareholder may elect
to receive all cash, stock, or a combination of cash and stock, subject to
proration based on the total cash consideration of $40 million and shares
available in the merger. This reflects an aggregate purchase price of over $185
million. We are prepared to meet with you as early as tomorrow and to move
expeditiously to close the transaction. </p>
<p>We are also prepared to enter into a customary and reasonable confidentiality
agreement no less favorable to August than the one between August and
Nanometrics. </p>
<p>Together, as an integrated company we believe that improvements in operating
performance, business creation opportunities and other combination benefits will
generate enormous value for the shareholders of both companies. This offer
enables August shareholders to realize a substantial premium over market for
their shares as well as the potential for further value through continued
ownership in the combined company. </p>
<p></p>
<p>The Board of Rudolph has unanimously approved this offer, and has unanimously
authorized us to proceed. We look forward to meeting with you as soon as
possible to discuss our offer in detail and to achieve a prompt definitive
agreement. </p>
<p>Very truly yours, </p>
<p>__________________________ <br>
Paul F. McLaughlin, Chairman and Chief Executive Officer </p>
<p>cc: James Bernards Roger Gower Michael Wright Linda Hall Whitman John Vasuta,
Esq. </p>
<p align="left">&nbsp;</p>
<p align="left">&nbsp;</p>

</BODY></HTML>
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Rudolph Technologies, Inc. Form 8-K
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):
January 27, 2005
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, 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):
[ X] 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 240.13e4(c))
Item 8.01. Other Events
On January
27, 2005, Rudolph Technologies, Inc. issued a press release announcing a merger
offer for August Technology Corporation and submitted a letter in connection
with the offer to the Board of Directors of August Technology Corporation. 
A copy of the press release is attached as Exhibit 99.1 and a copy of the letter
is attached as Exhibit 99.2 and each Exhibit is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits
(c)  Exhibits
Exhibit No.
Description of
      Exhibit
99.1
Press Release issued
      January 27, 2005
99.2
Letter to August
	Technology Corporation dated January 27, 2005
EXHIBIT INDEX
Exhibit No.
Description of
      Exhibit
99.1
Press Release issued
      January 27, 2005
99.2
Letter to August
	Technology Corporation dated January 27, 2005
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:   January 27, 2005
By:
/s/ Paul F. McLaughlin
Paul F. McLaughlin
Chairman and Chief Executive Officer
EXHIBIT 99.1
Filed by Rudolph Technologies, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject company:  August Technology Corporation
Commission File No. 000-30637
RUDOLPH TECHNOLOGIES ANNOUNCES MERGER OFFER FOR AUGUST
TECHNOLOGY
Flanders, NJ, January 27, 2005 - Rudolph Technologies, Inc. (Nasdaq: RTEC) a
leading provider of process control equipment for thin film measurement and
macro defect inspection announced today that it has made a merger offer to the
Board of Directors of August Technology Corporation (Nasdaq: AUGT).
Rudolph advised the Board of August today that Rudolph is prepared to enter
into a merger with August whereby each shareholder will receive the value of
$2.16 per share in cash and 0.4955 a share in Rudolph common stock (equivalent to $10.50 per
share of August stock, based on the closing price of Rudolph stock on January
27, 2005). The offer would include the option for each August shareholder to
elect to receive all cash, stock, or a combination of cash and stock, subject to proration based on the total cash consideration of $40 million and shares
available in the merger. This reflects an aggregate purchase price of over $190
million. Rudolph advised the August Board that Rudolph is prepared to meet with
August as early as tomorrow and to move expeditiously to close the offering.
Rudolph is prepared to close the transaction in the second quarter of 2005.
"The combination of Rudolph and August makes compelling business sense,"
according to Paul F. McLaughlin, Chairman and CEO of Rudolph Technologies. "The
customers, shareholders and employees of August and Rudolph would all benefit
from the global sales and service support network, product development, and
financial synergies that would be available with the merger. We believe the
combined company would be the global leader in copper film metrology and back
end wafer inspection. In addition, the combined company would more than double
its share in the emerging fast-growth market of macro defect inspection, and
would take advantage of its new product offerings in the fast growing markets
for bump inspection and automatic defect classification systems for yield
management."
"The combination would offer customers unparalleled capability and breadth of
product offerings. In addition to the strong revenue synergies, there would be
significant opportunities to leverage the strong technical and purchasing
capabilities of the combined organization. The greater financial strength and
flexibility makes us extremely bullish about the prospects for the combined
company. Our mutual customers in the very focused areas of inspection and
metrology would benefit from the critical mass of a company with combined
consensus 2005 revenues of over $170 million. This is a unique opportunity for
all the shareholders of August and Rudolph to create a new leader in metrology
and inspection solutions," said McLaughlin. "I am confident that when we put
these businesses together, there will be significant opportunities to produce
compelling returns for shareholders."
Rudolph will host a conference call tomorrow to discuss their offer and
answer questions.
Friday, January 28, 2005 9:00 a.m. (Eastern Time) Dial-in Number 800-254-5933
or 973-409-9255 Passcode 5657880
The call will also be broadcast live over the Internet. To access the live
webcast, please visit the Company's Web site at www.rudolphtech.com. Go to the
Web site at least fifteen minutes prior to the call to register, download and
install and necessary audio software. Following the conference call a replay
will be available at 877-519-4471 or 973-341-3080 (passcode 5657880) and
additional information will be posted on the Rudolph Web site.
About Rudolph Technologies, Inc.
Rudolph Technologies is a worldwide leader in the design, development,
manufacture and support of high-performance process control metrology and defect
inspection systems used by semiconductor device manufacturers. The Company's
products provide a full-fab solution through its families of proprietary
systems, which are used throughout the device manufacturing process. Rudolph's
product development has successfully anticipated and addressed many emerging
trends that are driving the semiconductor industry's growth in order to enhance
the competitiveness of its products in the marketplace. The Company's success in
creating complementary metrology and inspection applications through aggressive
research and development is key to Rudolph's strategy for continued
technological and market leadership.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. In some cases, you can
identify those so-called "forward-looking statements" by words such as "may,"
"will," "would," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," or "continue," or the negative of those
words and other comparable words. Rudolph wishes to take advantage of the "safe
harbor" provided for by the Private Securities Litigation Reform Act of 1995 and
you are cautioned that actual events or results may differ materially from the
expectations expressed in such forward-looking statements as a result of various
factors, including risks and uncertainties, many of which are beyond the control
of Rudolph. Factors that could cause actual results to differ materially
include, but are not limited to: (1) cyclicality of the semiconductor industry;
(2) customer concentration; (3) introduction of new products by our competitors;
(4) sole or limited sources of supply; (5) Rudolph and August may not reach an
agreement on a merger or the merger may not be approved by August shareholders;
(6) the businesses of Rudolph and August may not be integrated successfully or
such integration may be more difficult, time-consuming or costly than expected;
(7) expected combination benefits from the Rudolph/August merger may not be
fully realized or realized within the expected time frame; (8) revenues
following the Rudolph/August merger may be lower than expected; (9) operating
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 Rudolph/August merger;
(10) the impact of the slowdown in the overall economy; (11) the uncertainty of
the current global political environment; (12) the potential for terrorist
attacks; (13) the potential for business disruptions due to infectious diseases;
(14) changes in customer demands for our existing and new products, the timing,
cancellation or delay of customer orders and shipments; (15) the timing of
revenue recognition of shipments; (16) changes in or an inability to execute our
business strategy; (17) unanticipated manufacturing or supply problems and (18)
changes in tax rules. Rudolph cannot guarantee future results, levels of
activity, performance, or achievements. The matters discussed in this press
release also involve risks and uncertainties summarized under the heading
"Factors that May Affect Future Results" in Rudolph's Form 10-K filed for the
year ended December 31, 2003. These factors are updated from time to time
through the filing of reports and registration statements with the Securities
and Exchange Commission. Rudolph does not assume any obligation to update the
forward-looking information contained in this press release.
ADDITIONAL
INFORMATION
Any information concerning August contained in this press release
has been taken from, or is based upon, publicly available information. Although
Rudolph does not have any information that would indicate that any information
contained in this press release that has been taken from such documents is
inaccurate or incomplete, Rudolph does not take any responsibility for the
accuracy or completeness of such information. To date, Rudolph has not had
access to the books and records of August. Investors and security holders are
urged to read the disclosure documents regarding the proposed Rudolph/August
merger, when they become available, because they will contain important
information. The disclosure documents will be filed with the Securities and
Exchange Commission by Rudolph. Investors and security holders may obtain a free
copy of the disclosure documents (when they are available) and other documents
filed by Rudolph with the Commission at the Commission's website at www.sec.gov.
The disclosure documents and these other documents may also be obtained for free
from Rudolph by directing a request to Rudolph Technologies, Inc., One Rudolph
Road, Flanders, New Jersey 07836, Attention: General Counsel.
INFORMATION
REGARDING CERTAIN RUDOLPH PERSONS
Rudolph is not currently engaged in a
solicitation of proxies or consents from its shareholders or from the
shareholders of August. However, in connection with its proposal to merge with
August, certain directors and executive officers or Rudolph may participate in
meetings or discussions with Rudolph shareholders some of whom may also be
August shareholders or other persons who may also be August shareholders.
Rudolph does not believe that any of these persons is a "participant" as defined
in Schedule 14A promulgated under the Securities Exchange Act of 1934, as
amended, in the solicitation of proxies or consents, or that Schedule 14A
requires the disclosure of certain information concerning any of them.
Information concerning the directors and executive officers of Rudolph and a
description of their interests in Rudolph is set forth in Rudolph's proxy
statement filed with the Commission on April 20, 2004. As of the date of this
press release, Rudolph does not beneficially own any shares of August common
stock, and the directors and executive officers of Rudolph, in the aggregate, do
not beneficially own in excess of 1% of August's common stock. If in the future
Rudolph engages in solicitation of proxies from its shareholders or the
shareholders of August in connection with a merger of the companies it will
amend the information provided above as needed to disclose the information
concerning participants in that solicitation required by Rule 14a-12 under the
Securities Exchange Act of 1934.
EXHIBIT 99.2
Filed by Rudolph Technologies, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject company:  August Technology Corporation
Commission File No. 000-30637
January 27, 2005
Mr. Jeff L. O'Dell Chairman and Chief Executive Officer August Technology
Corporation 4900 West 78th Street Bloomington, MN 55435
Dear Jeff:
You and I have from time to time discussed how a combination of Rudolph and
August would make compelling business sense. Most recently, on January 20th, in
an e-mail to you I again reiterated our belief that the business reasons are
more compelling than ever and suggested we meet. Despite your recent
announcement of an agreement with Nanometrics, we at Rudolph continue to believe
that a combination of August with Rudolph remains a much more compelling
transaction and therefore we make the following offer.
Rudolph is prepared to enter into a merger with August based on a share
exchange ratio of 0.6239 share of Rudolph stock for each share of August common
stock (equivalent to $10.50 per share of August stock, based on the closing
price of Rudolph stock on January 27, 2005). Each August shareholder may elect
to receive all cash, stock, or a combination of cash and stock, subject to
proration based on the total cash consideration of $40 million and shares
available in the merger. This reflects an aggregate purchase price of over $185
million. We are prepared to meet with you as early as tomorrow and to move
expeditiously to close the transaction.
We are also prepared to enter into a customary and reasonable confidentiality
agreement no less favorable to August than the one between August and
Nanometrics.
Together, as an integrated company we believe that improvements in operating
performance, business creation opportunities and other combination benefits will
generate enormous value for the shareholders of both companies. This offer
enables August shareholders to realize a substantial premium over market for
their shares as well as the potential for further value through continued
ownership in the combined company.
The Board of Rudolph has unanimously approved this offer, and has unanimously
authorized us to proceed. We look forward to meeting with you as soon as
possible to discuss our offer in detail and to achieve a prompt definitive
agreement.
Very truly yours,
__________________________
Paul F. McLaughlin, Chairman and Chief Executive Officer
cc: James Bernards Roger Gower Michael Wright Linda Hall Whitman John Vasuta,
Esq.