<!DOCTYPE HTML PUBLIC "-//W3C//DTD HTML 4.0 Transitional//EN">
<!-- saved from url=(0048)file://H:\FINANCE\04results\Q4\rtec8k_020705.htm -->
<HTML><HEAD><TITLE>Rudolph Technologies, Inc. Form 8-K</TITLE>
<!--
h3
	{margin-top:0in;
	margin-right:-.25in;
	margin-bottom:0in;
	margin-left:-.25in;
	margin-bottom:.0001pt;
	text-align:justify;
	page-break-after:avoid;
	font-size:12.0pt;
	font-family:"Times New Roman"}
-->
</HEAD>
<BODY>
<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):
February 2, 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&nbsp; ] 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&nbsp;
February 2, 2005, Rudolph Technologies, Inc. issued a press release announcing
that they have entered into a confidentiality agreement with August Technology
to facilitate discussions pursuant to Rudolph's merger offer of January 27,
2005.</FONT></P>
<P align=left><FONT size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A copy of the press release is attached as Exhibit
99.1 and 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
      February 2, 2005</FONT></TD></TR>
  <TR vAlign=bottom>
    <TD vAlign=top width=13>&nbsp;</TD>
    <TD width=34></TD>
    <TD align=left vAlign=top width=63></TD>
    <TD width=16></TD>
    <TD align=left vAlign=top width=658></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
      February 2, 2005</FONT></TD></TR>
  <TR vAlign=bottom>
    <TD width=34>&nbsp;</TD>
    <TD align=left vAlign=top width=70></TD>
    <TD width=10></TD>
    <TD align=left vAlign=top width=658></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; February 2, 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 EXECUTES CONFIDENTIALITY AGREEMENT</p>
<p class="MsoNormal" style="mso-pagination:widow-orphan;mso-layout-grid-align:
auto;text-autospace:ideograph-numeric ideograph-other">Flanders, NJ, February 2, 2005 - Rudolph Technologies, Inc. (Nasdaq:
RTEC), which on January 27, 2005 made a cash and stock merger offer valued at
$10.50 per share to August Technology Corporation (Nasdaq: AUGT), today
responded to August's press release of January 31.&nbsp; &quot;We were delighted
to learn that the August Board has reviewed our offer and is willing to enter
into discussions,&quot; said Paul F. McLaughlin, Chairman and CEO of Rudolph
Technologies.
</p>
<p class="MsoNormal" style="mso-margin-top-alt:auto;mso-margin-bottom-alt:auto;
mso-pagination:widow-orphan;mso-layout-grid-align:auto;text-autospace:ideograph-numeric ideograph-other">&quot;As
stated in their press release, August requested that we enter into a&nbsp;confidentiality
agreement prior to engaging in discussions.&nbsp; Although we have an existing
confidentiality agreement in place prepared by August dated November 11, 2002,
we have agreed to enter into the additional agreement provided by August.&nbsp;
Today we signed and sent to Jeff O'Dell, Chairman and CEO of August, the new
confidentiality agreement, but for provisions that would prevent us from further
enhancing our offer or continuing communications with shareholders of both
August and Rudolph.
</p>
<p class="MsoNormal" style="mso-margin-top-alt:auto;mso-margin-bottom-alt:auto;
mso-pagination:widow-orphan;mso-layout-grid-align:auto;text-autospace:ideograph-numeric ideograph-other">&quot;We
look forward to entering into discussions with August and expect to be able to
enter into a definitive agreement shortly thereafter.&nbsp; Based on this time
table, we would expect to be able to complete and close a transaction sometime
in the second quarter.&quot;
</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," "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)&nbsp;customer concentration; (3) introduction of new
products by our competitors; (4) sole or limited sources of supply; and (5)
Rudolph and August may not reach an agreement on a merger or the merger may not
be approved by August shareholders. The matters discussed in this press release
also involve risks and uncertainties summarized under the heading "Forward
Looking Statements" in Rudolph's Current Report on Form 8-K filed on January
28, 2005 and under the heading "Factors that May Affect Future Results" in
Rudolph's Form 10-K filed for the year ended December 31, 2003. "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.
</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>

</BODY></HTML>
[{"type": "8-K", "sequence": "1", "filename": "rtec_0202058k.htm", "description": "RUDOLPH TECHNOLOGIES, INC. FORM 8K AND 425, 02/02/2005", "secsgml_size_bytes": 17299}]
{"company-data": {"conformed-name": "RUDOLPH TECHNOLOGIES INC", "cik": "0001094392", "assigned-sic": "3823", "irs-number": "223531208", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27965", "film-number": "05568411"}, "business-address": {"street1": "ONE RUDOLPH RD", "city": "FLANDERS", "state": "NJ", "zip": "07836", "phone": "9736911300"}, "mail-address": {"street1": "ONE RUDOLPH RD", "city": "FLANDERS", "state": "NJ", "zip": "07836"}}
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):
February 2, 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 
February 2, 2005, Rudolph Technologies, Inc. issued a press release announcing
that they have entered into a confidentiality agreement with August Technology
to facilitate discussions pursuant to Rudolph's merger offer of January 27,
2005.
A copy of the press release is attached as Exhibit
99.1 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits
(c)  Exhibits
Exhibit No.
Description of
      Exhibit
99.1
Press Release issued
      February 2, 2005
EXHIBIT INDEX
Exhibit No.
Description of
      Exhibit
99.1
Press Release issued
      February 2, 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:   February 2, 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 EXECUTES CONFIDENTIALITY AGREEMENT
Flanders, NJ, February 2, 2005 - Rudolph Technologies, Inc. (Nasdaq:
RTEC), which on January 27, 2005 made a cash and stock merger offer valued at
$10.50 per share to August Technology Corporation (Nasdaq: AUGT), today
responded to August's press release of January 31.  "We were delighted
to learn that the August Board has reviewed our offer and is willing to enter
into discussions," said Paul F. McLaughlin, Chairman and CEO of Rudolph
Technologies.
"As
stated in their press release, August requested that we enter into a confidentiality
agreement prior to engaging in discussions.  Although we have an existing
confidentiality agreement in place prepared by August dated November 11, 2002,
we have agreed to enter into the additional agreement provided by August. 
Today we signed and sent to Jeff O'Dell, Chairman and CEO of August, the new
confidentiality agreement, but for provisions that would prevent us from further
enhancing our offer or continuing communications with shareholders of both
August and Rudolph.
"We
look forward to entering into discussions with August and expect to be able to
enter into a definitive agreement shortly thereafter.  Based on this time
table, we would expect to be able to complete and close a transaction sometime
in the second quarter."
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; and (5)
Rudolph and August may not reach an agreement on a merger or the merger may not
be approved by August shareholders. The matters discussed in this press release
also involve risks and uncertainties summarized under the heading "Forward
Looking Statements" in Rudolph's Current Report on Form 8-K filed on January
28, 2005 and under the heading "Factors that May Affect Future Results" in
Rudolph's Form 10-K filed for the year ended December 31, 2003. "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.