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<p align="center"><b>UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION<br>
Washington, DC&nbsp; 20549 </b></p>
<b>

<p align="center">FORM 8-K<br>
</b></p>
<b>

<p align="center">CURRENT REPORT </b></p>
<b>

<p align="center">Pursuant to Section 13 or 15(d) of the<br>
Securities Exchange Act of 1934</b></p>

<p align="center">&nbsp; Date of Report (Date of earliest event reported):&nbsp;
January 17, 2006 &nbsp;</p>
<div align="center"><center>

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      <p class="MsoNormal" align="center"
      style="margin-top:12.0pt;text-align:center;
  mso-pagination:none;mso-layout-grid-align:none;text-autospace:none"><b>RUDOLPH
      TECHNOLOGIES, INC. </b></p>
    </blockquote>
    </td>
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    class="MsoNormal" align="center"
    style="text-align:center;mso-pagination:none;
  mso-layout-grid-align:none;text-autospace:none">(Exact
    Name of Registrant as Specified in its Charter)</td>
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    class="MsoNormal" align="center"
    style="margin-top:6.0pt;text-align:center;
  mso-pagination:none;mso-layout-grid-align:none;text-autospace:none">&nbsp;
    </td>
    <td width="240" valign="top" style="width:2.5in;padding:0in 0in 0in 0in"></td>
    <td width="240" valign="top" style="width:2.5in;padding:0in 0in 0in 0in"></td>
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    <td width="720" colspan="3" valign="top" style="width:7.5in;padding:0in 0in 0in 0in"><p
    class="MsoNormal"
    style="mso-pagination:none;mso-layout-grid-align:none;
  text-autospace:none"><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    Delaware&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;
    000-27965&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;22-3531208 </b></td>
  </tr>
  <tr>
    <td width="240" valign="top" style="width:2.5in;padding:0in 0in 0in 0in"><p
    class="MsoNormal" align="center"
    style="margin-left:10.1pt;text-align:center;
  mso-pagination:none;mso-layout-grid-align:none;text-autospace:none">(State
    or Other Jurisdiction </td>
    <td width="240" valign="top" style="width:2.5in;padding:0in 0in 0in 0in"><p
    class="MsoNormal" align="center"
    style="text-align:center;mso-pagination:none;
  mso-layout-grid-align:none;text-autospace:none">(Commission
    </td>
    <td width="240" valign="top" style="width:2.5in;padding:0in 0in 0in 0in"><p
    class="MsoNormal" align="center"
    style="text-align:center;mso-pagination:none;
  mso-layout-grid-align:none;text-autospace:none">(IRS
    Employer </td>
  </tr>
  <tr>
    <td width="240" valign="top" style="width:2.5in;padding:0in 0in 0in 0in"><p
    class="MsoNormal" align="center"
    style="margin-left:20.2pt;text-align:center;
  mso-pagination:none;mso-layout-grid-align:none;text-autospace:none">of
    Incorporation) </td>
    <td width="240" valign="top" style="width:2.5in;padding:0in 0in 0in 0in"><p
    class="MsoNormal" align="center"
    style="text-align:center;mso-pagination:none;
  mso-layout-grid-align:none;text-autospace:none">File
    Number) </td>
    <td width="240" valign="top" style="width:2.5in;padding:0in 0in 0in 0in"><p
    class="MsoNormal" align="center"
    style="text-align:center;mso-pagination:none;
  mso-layout-grid-align:none;text-autospace:none">Identification
    No.) </td>
  </tr>
</table>
</center></div><div align="center"><center>

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style="border-collapse:collapse;
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  <tr>
    <td width="480" valign="top" style="width:5.0in;padding:0in 0in 0in 0in"><p
    class="MsoNormal" align="center"
    style="margin-top:12.0pt;text-align:center;
  mso-pagination:none;mso-layout-grid-align:none;text-autospace:none">&nbsp;
    </td>
    <td width="240" valign="top" style="width:2.5in;padding:0in 0in 0in 0in"><p
    class="MsoNormal" align="center"
    style="margin-top:12.0pt;text-align:center;
  mso-pagination:none;mso-layout-grid-align:none;text-autospace:none">&nbsp;
    </td>
  </tr>
  <tr>
    <td width="480" valign="top" style="width:5.0in;padding:0in 0in 0in 0in"><p
    class="MsoNormal" align="center" style="text-align:center"><b>One Rudolph Road <br>
    Flanders, New Jersey </b></td>
    <td width="240" valign="bottom" style="width:2.5in;padding:0in 0in 0in 0in"><p
    class="MsoNormal" align="center" style="text-align:center"><b>07836 </b></td>
  </tr>
  <tr style="height:.2in">
    <td width="480" valign="top" style="width:5.0in;padding:0in 0in 0in 0in;
  height:.2in"><p
    class="MsoNormal" align="center"
    style="text-align:center;mso-pagination:none;
  mso-layout-grid-align:none;text-autospace:none">(Address
    of Principal Executive Offices) </td>
    <td width="240" valign="top" style="width:2.5in;padding:0in 0in 0in 0in;
  height:.2in"><p
    class="MsoNormal" align="center"
    style="text-align:center;mso-pagination:none;
  mso-layout-grid-align:none;text-autospace:none">(Zip
    Code) </td>
  </tr>
</table>
</center></div>

<p class="MsoNormal" align="center">&nbsp; Registrant&#146;s telephone number, including
area code: <b>(973) 691-1300</b></p>
<div align="center"><center>

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style="border-collapse:collapse;
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    class="MsoNormal" align="center"
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  mso-pagination:none;mso-layout-grid-align:none;text-autospace:none">&nbsp;
    </td>
  </tr>
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    class="MsoNormal"
    style="mso-pagination:none;mso-layout-grid-align:none;
  text-autospace:none">___________________________________________________________________________________________________________
    </td>
  </tr>
  <tr>
    <td width="720" valign="top" style="width:7.5in;padding:0in 0in 0in 0in"><p
    class="MsoNormal" align="center"
    style="text-align:center;mso-pagination:none;
  mso-layout-grid-align:none;text-autospace:none">(Former
    Name or Former Address, if Changed Since Last Report.) </td>
  </tr>
</table>
</center></div>

<p class="MsoNormal"
style="margin-top:6.0pt;margin-right:0in;margin-bottom:6.0pt;
margin-left:0in;mso-pagination:none;mso-layout-grid-align:none;text-autospace:
none">&nbsp; </p>

<p class="MsoNormal"
style="margin-top:6.0pt;margin-right:0in;margin-bottom:6.0pt;
margin-left:0in;mso-pagination:none;mso-layout-grid-align:none;text-autospace:
none">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 (<i>see</i>
General Instruction A.2. below): </p>

<p class="MsoNormal"
style="margin-bottom:7.1pt;mso-pagination:none;mso-layout-grid-align:
none;text-autospace:none">[X ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </p>

<p class="MsoNormal"
style="margin-bottom:6.95pt;mso-pagination:none;mso-layout-grid-align:
none;text-autospace:none">[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </p>

<p class="MsoNormal"
style="margin-bottom:6.95pt;mso-pagination:none;mso-layout-grid-align:
none;text-autospace:none">[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) </p>

<p class="MsoNormal"
style="margin-bottom:2.05pt;mso-pagination:none;mso-layout-grid-align:
none;text-autospace:none">[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) </p>

<p>&nbsp;
</p>

<p><b>Item 8.01.&nbsp;&nbsp; Other Events.</b></p>

<P align=left> On&nbsp; January 17, 2006&nbsp; Rudolph Technologies, Inc. jointly
issued a press release with August Technology announcing that the proposed
merger registration statement was declared effective by the SEC.&nbsp;</P>
<P align=left>A copy of the press release is attached as Exhibit
99.1 and is incorporated herein by
reference.</P>
<P align=left><u><b>Item 9.01. Financial Statements and Exhibits</b></u></P>
<P align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp; Exhibits</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 17, 2006</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>
<HR>

<P align=center><STRONG><FONT size=2>EXHIBIT INDEX</FONT></STRONG></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 17, 2006</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; January 17,&nbsp; 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>
<P align="center">&nbsp;</P>

<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">SEC S-4 Registration Statement No. 333-127371</p>
<p align="left">Subject company:&nbsp; August Technology Corporation<br>
Commission File No. 000-30637</p>
<p align="center"><b>RUDOLPH TECHNOLOGIES AND AUGUST TECHNOLOGY CORPORATION
PROPOSED MERGER REGISTRATION STATEMENT DECLARED EFFECTIVE</b></p>
<p align="center">- Shareholders of Both Companies to Vote on Proposed Merger on
February 15, 2006 -</p>
<p><b>Flanders, NJ, and Bloomington, MN, January 17, 2006 - Rudolph
Technologies, Inc. (Nasdaq: RTEC)</b>, 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, and <b>August Technology Corporation (Nasdaq: AUGT)</b>, a
leading supplier of inspection and defect analysis solutions for the
microelectronic industries, announced today that the Securities and Exchange
Commission has declared effective the S-4 Registration Statement concerning the
agreement and plan of merger between them. The Joint Proxy Statement/Prospectus
contained in the registration statement will be mailed to Rudolph stockholders
and August Technology shareholders of record as of January 5, 2006, and the
companies will hold their respective special meetings of shareholders on
February 15, 2006, to vote on their proposed merger.</p>
<p><b>Rudolph Technologies Special Meeting Information:</b></p>
<p>Rudolph's special meeting of stockholders will be held on February 15, 2006
at 11:00 am (EST) at the company's principal executive offices at One Rudolph
Road, Flanders, New Jersey for stockholders preferring to vote in person on the
issuance of shares of Rudolph common stock in connection with the merger with
August Technology and certain other matters. Shares of Rudolph common stock held
in &quot;Street Name&quot; will not be voted by the Rudolph stockholder's
broker/dealer unless the stockholder instructs its broker as to how (s)he wants
the vote recorded.</p>
<p>Stockholders of record as of 5:00 pm (EST) on January 5, 2006 will be
entitled to vote at the special meeting. Rudolph will commence the mailing of
its definitive proxy statement to its stockholders on or about January 17, 2006.</p>
<p><b>August Technology Special Meeting Information:</b></p>
<p>August Technology's special meeting of shareholders will be held on February
15, 2006 at 1:00 pm (CST) at the company's principal executive offices at 4900
W. 78th Street, Bloomington, Minnesota for investors preferring to vote in
person on the merger approval with Rudolph. Shares of August Technology common
stock held in &quot;Street Name&quot; will not be voted by the shareholder's
broker/dealer unless the shareholder instructs its broker as to how (s)he wants
the vote recorded. Non-votes will not be counted in favor of the merger and will
have the same effect as vote against approval of the merger.</p>
<p>Paul McLaughlin, Chairman and CEO of Rudolph Technologies, said, &quot;By
merging with August Technology, we believe our company will be stronger, more
competitive and more profitable. Our board of directors is unanimously in favor
of the merger, and we urge shareholders to join us in supporting it.&quot;</p>
<p>&quot;August Technology believes that the merger with Rudolph Technologies is
in the best interests of August shareholders and our board of directors urges
all shareholders to cast their votes to approve the merger,&quot; said Jeff
O'Dell, Chairman and CEO of August Technology Corporation.</p>
<p>On June 28, 2005, Rudolph signed a definitive merger agreement with August
Technology. The transaction was unanimously approved by the board of directors
of both companies and received notification on July 9, 2005 of early termination
of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976. The merger requires approval by each company's shareholders. The proposed
merger is expected to close in the first quarter of 2006.</p>
<p><b>About Rudolph Technologies, Inc. </b></p>
<p>Rudolph 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. Additional information can be found on the
company's web site at www.rudolphtech.com.</p>
<p><b>About August Technology </b></p>
<p>August Technology's automated inspection and data analysis solutions provide
critical product and process enhancing information, which enables
microelectronic device manufacturers to drive down costs and time to market.
With the first all-surface advanced macro inspection solution, August Technology
has incorporated frontside, backside and wafer edge inspection in a single
system. Following detection, August Technology's decision tools correlate the
defect data across surfaces and provide the comprehensive information necessary
for device manufacturers to make process-enhancing decisions. Headquartered in
Bloomington, Minnesota, August Technology supports its customers with a
worldwide sales and service organization. Additional information can be found on
the company's web site at www.augusttech.com.</p>
<p><b>Forward Looking Statements</b></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; &quot;will,&quot; &quot;would,&quot; &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 and August wish 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 and August. Factors that could cause actual
results to differ materially from the expectations expressed in such
forward-looking statements include, but are not limited to: (1) cyclicality of
the semiconductor industry; (2) customer concentration; (3) introduction of new
products by Rudolph's or August's competitors; (4) sole or limited sources of
supply; (5) the merger agreement and the transactions contemplated thereby may
not be approved by the companies' shareholders; (6) conditions to the closing of
the transaction may not be satisfied; (7) the businesses of Rudolph and August
may not be integrated successfully, which may result in the combined company not
operating as effectively and efficiently as expected or such integration may be
more difficult, time-consuming or costly than expected; (8) expected combination
benefits from the merger may not be fully realized or realized within the
expected time frame; (9) revenues following the merger may be lower than
expected; (10) 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 merger, or the effects of purchase accounting may be different from the
companies' expectations; (11) the credit ratings of the combined company or its
subsidiaries may be different from what the companies expect; (12) the
businesses of the companies may suffer as a result of uncertainty surrounding
the transaction; (13) the industry may be subject to future regulatory or
legislative actions that could adversely affect the companies; (14) the impact
of the slowdown in the overall economy; (15) uncertainty of the current global
political environment; (16) the potential for terrorist attacks; (17) changes in
customer demands for our existing and new products, the timing, cancellation or
delay of customer orders and shipments; (18) the timing of revenue recognition
of shipments; (19) changes in or an inability to execute our business strategy;
(20) unanticipated manufacturing or supply problems and (21) changes in tax
rules. Rudolph and August cannot guarantee future results, levels of activity,
performance, or achievements. Additional factors that may affect the future
results of Rudolph and August are set forth in their respective Form 10-K
reports for the year ended December 31, 2004 and subsequent filings of Form 10-Q
and Form 8-K with the Securities and Exchange Commission (&quot;SEC&quot;),
which are available at http://www.sec.gov, the SEC's website, and at the
companies' websites, which are http://www.rudolphtech.com and http://www.augusttech.com,
respectively. These factors are updated from time to time through the filing of
reports and registration statements with the SEC.</p>
<p><b>Additional Information and Where to Find</b></p>
<p>&nbsp;It Rudolph and August Technology have filed with the SEC, a definitive
Joint Proxy Statement/Prospectus and other documents regarding the proposed
merger described in this press release. This Joint Proxy Statement/Prospectus
will be sent to all security holders of Rudolph and August Technology seeking
their approval of the transaction. Investors are urged to read the Joint Proxy
Statement/Prospectus, which contains important information, including detailed
risk factors. This Joint Proxy Statement/Prospectus and other documents filed by
Rudolph and August Technology with the SEC are available at http://www.sec.gov,
the SEC's website, and at the companies' websites, which are http://www.rudolphtech.com
and http://www.augusttech.com, respectively. In addition, investors may obtain
free copies of the documents filed with the SEC by Rudolph or August Technology,
without charge, by calling The Proxy Advisory Group of Strategic Surveillance,
LLC at (866) 657-8728 or (212) 850-8150. Investors are urged to read the Joint
Proxy Statement/Prospectus and the other relevant materials before making any
voting or investment decision with respect to the proposed merger.</p>
<p><b>Participants in the Solicitation</b></p>
<p>Rudolph, August Technology and their respective executive officers and
directors may be deemed to be participants in the solicitation of proxies from
the shareholders of August Technology and the stockholders of Rudolph, as the
case may be, in connection with the proposed merger. Information about those
executive officers and directors of Rudolph and their ownership of Rudolph
common stock is set forth in the proxy statement for Rudolph's 2005 Annual
Meeting of Stockholders, which was filed with the SEC on April 22, 2005.
Information about the executive officers and directors of August Technology and
their ownership of August Technology common stock is set forth in the proxy
statement for August Technology's 2005 Annual Meeting of Stockholders, which was
filed with the SEC on April 29, 2005. Investors and security holders may obtain
additional information regarding the direct and indirect interests of Rudolph,
August Technology and their respective executive officers and directors in the
proposed merger by reading the Joint Proxy Statement/Prospectus.</p>
<p>This communication shall not constitute an offer to sell or the solicitation
of an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.</p>
<p align="center"># # #</p>
<p align="left">&nbsp;</p>

</body>

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Rudolph Technologies - Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  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 17, 2006
RUDOLPH
      TECHNOLOGIES, INC.
(Exact
    Name of Registrant as Specified in its Charter)
Delaware                                       
    000-27965                              
              22-3531208
(State
    or Other Jurisdiction
(Commission
(IRS
    Employer
of
    Incorporation)
File
    Number)
Identification
    No.)
One Rudolph Road
Flanders, New Jersey
07836
(Address
    of Principal Executive Offices)
(Zip
    Code)
Registrant's telephone number, including
area code:
(973) 691-1300
___________________________________________________________________________________________________________
(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
240.13e-4(c))
Item 8.01.   Other Events.
On  January 17, 2006  Rudolph Technologies, Inc. jointly
issued a press release with August Technology announcing that the proposed
merger registration statement was declared effective by the SEC.
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
      January 17, 2006
EXHIBIT INDEX
Exhibit No.
Description of
      Exhibit
99.1
Press Release issued
      January 17, 2006
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 17,  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
SEC S-4 Registration Statement No. 333-127371
Subject company:  August Technology Corporation
Commission File No. 000-30637
RUDOLPH TECHNOLOGIES AND AUGUST TECHNOLOGY CORPORATION
PROPOSED MERGER REGISTRATION STATEMENT DECLARED EFFECTIVE
- Shareholders of Both Companies to Vote on Proposed Merger on
February 15, 2006 -
Flanders, NJ, and Bloomington, MN, January 17, 2006 - Rudolph
Technologies, Inc. (Nasdaq: RTEC)
, 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, and
August Technology Corporation (Nasdaq: AUGT)
, a
leading supplier of inspection and defect analysis solutions for the
microelectronic industries, announced today that the Securities and Exchange
Commission has declared effective the S-4 Registration Statement concerning the
agreement and plan of merger between them. The Joint Proxy Statement/Prospectus
contained in the registration statement will be mailed to Rudolph stockholders
and August Technology shareholders of record as of January 5, 2006, and the
companies will hold their respective special meetings of shareholders on
February 15, 2006, to vote on their proposed merger.
Rudolph Technologies Special Meeting Information:
Rudolph's special meeting of stockholders will be held on February 15, 2006
at 11:00 am (EST) at the company's principal executive offices at One Rudolph
Road, Flanders, New Jersey for stockholders preferring to vote in person on the
issuance of shares of Rudolph common stock in connection with the merger with
August Technology and certain other matters. Shares of Rudolph common stock held
in "Street Name" will not be voted by the Rudolph stockholder's
broker/dealer unless the stockholder instructs its broker as to how (s)he wants
the vote recorded.
Stockholders of record as of 5:00 pm (EST) on January 5, 2006 will be
entitled to vote at the special meeting. Rudolph will commence the mailing of
its definitive proxy statement to its stockholders on or about January 17, 2006.
August Technology Special Meeting Information:
August Technology's special meeting of shareholders will be held on February
15, 2006 at 1:00 pm (CST) at the company's principal executive offices at 4900
W. 78th Street, Bloomington, Minnesota for investors preferring to vote in
person on the merger approval with Rudolph. Shares of August Technology common
stock held in "Street Name" will not be voted by the shareholder's
broker/dealer unless the shareholder instructs its broker as to how (s)he wants
the vote recorded. Non-votes will not be counted in favor of the merger and will
have the same effect as vote against approval of the merger.
Paul McLaughlin, Chairman and CEO of Rudolph Technologies, said, "By
merging with August Technology, we believe our company will be stronger, more
competitive and more profitable. Our board of directors is unanimously in favor
of the merger, and we urge shareholders to join us in supporting it."
"August Technology believes that the merger with Rudolph Technologies is
in the best interests of August shareholders and our board of directors urges
all shareholders to cast their votes to approve the merger," said Jeff
O'Dell, Chairman and CEO of August Technology Corporation.
On June 28, 2005, Rudolph signed a definitive merger agreement with August
Technology. The transaction was unanimously approved by the board of directors
of both companies and received notification on July 9, 2005 of early termination
of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976. The merger requires approval by each company's shareholders. The proposed
merger is expected to close in the first quarter of 2006.
About Rudolph Technologies, Inc.
Rudolph 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. Additional information can be found on the
company's web site at www.rudolphtech.com.
About August Technology
August Technology's automated inspection and data analysis solutions provide
critical product and process enhancing information, which enables
microelectronic device manufacturers to drive down costs and time to market.
With the first all-surface advanced macro inspection solution, August Technology
has incorporated frontside, backside and wafer edge inspection in a single
system. Following detection, August Technology's decision tools correlate the
defect data across surfaces and provide the comprehensive information necessary
for device manufacturers to make process-enhancing decisions. Headquartered in
Bloomington, Minnesota, August Technology supports its customers with a
worldwide sales and service organization. Additional information can be found on
the company's web site at www.augusttech.com.
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 and August wish 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 and August. Factors that could cause actual
results to differ materially from the expectations expressed in such
forward-looking statements include, but are not limited to: (1) cyclicality of
the semiconductor industry; (2) customer concentration; (3) introduction of new
products by Rudolph's or August's competitors; (4) sole or limited sources of
supply; (5) the merger agreement and the transactions contemplated thereby may
not be approved by the companies' shareholders; (6) conditions to the closing of
the transaction may not be satisfied; (7) the businesses of Rudolph and August
may not be integrated successfully, which may result in the combined company not
operating as effectively and efficiently as expected or such integration may be
more difficult, time-consuming or costly than expected; (8) expected combination
benefits from the merger may not be fully realized or realized within the
expected time frame; (9) revenues following the merger may be lower than
expected; (10) 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 merger, or the effects of purchase accounting may be different from the
companies' expectations; (11) the credit ratings of the combined company or its
subsidiaries may be different from what the companies expect; (12) the
businesses of the companies may suffer as a result of uncertainty surrounding
the transaction; (13) the industry may be subject to future regulatory or
legislative actions that could adversely affect the companies; (14) the impact
of the slowdown in the overall economy; (15) uncertainty of the current global
political environment; (16) the potential for terrorist attacks; (17) changes in
customer demands for our existing and new products, the timing, cancellation or
delay of customer orders and shipments; (18) the timing of revenue recognition
of shipments; (19) changes in or an inability to execute our business strategy;
(20) unanticipated manufacturing or supply problems and (21) changes in tax
rules. Rudolph and August cannot guarantee future results, levels of activity,
performance, or achievements. Additional factors that may affect the future
results of Rudolph and August are set forth in their respective Form 10-K
reports for the year ended December 31, 2004 and subsequent filings of Form 10-Q
and Form 8-K with the Securities and Exchange Commission ("SEC"),
which are available at http://www.sec.gov, the SEC's website, and at the
companies' websites, which are http://www.rudolphtech.com and http://www.augusttech.com,
respectively. These factors are updated from time to time through the filing of
reports and registration statements with the SEC.
Additional Information and Where to Find
It Rudolph and August Technology have filed with the SEC, a definitive
Joint Proxy Statement/Prospectus and other documents regarding the proposed
merger described in this press release. This Joint Proxy Statement/Prospectus
will be sent to all security holders of Rudolph and August Technology seeking
their approval of the transaction. Investors are urged to read the Joint Proxy
Statement/Prospectus, which contains important information, including detailed
risk factors. This Joint Proxy Statement/Prospectus and other documents filed by
Rudolph and August Technology with the SEC are available at http://www.sec.gov,
the SEC's website, and at the companies' websites, which are http://www.rudolphtech.com
and http://www.augusttech.com, respectively. In addition, investors may obtain
free copies of the documents filed with the SEC by Rudolph or August Technology,
without charge, by calling The Proxy Advisory Group of Strategic Surveillance,
LLC at (866) 657-8728 or (212) 850-8150. Investors are urged to read the Joint
Proxy Statement/Prospectus and the other relevant materials before making any
voting or investment decision with respect to the proposed merger.
Participants in the Solicitation
Rudolph, August Technology and their respective executive officers and
directors may be deemed to be participants in the solicitation of proxies from
the shareholders of August Technology and the stockholders of Rudolph, as the
case may be, in connection with the proposed merger. Information about those
executive officers and directors of Rudolph and their ownership of Rudolph
common stock is set forth in the proxy statement for Rudolph's 2005 Annual
Meeting of Stockholders, which was filed with the SEC on April 22, 2005.
Information about the executive officers and directors of August Technology and
their ownership of August Technology common stock is set forth in the proxy
statement for August Technology's 2005 Annual Meeting of Stockholders, which was
filed with the SEC on April 29, 2005. Investors and security holders may obtain
additional information regarding the direct and indirect interests of Rudolph,
August Technology and their respective executive officers and directors in the
proposed merger by reading the Joint Proxy Statement/Prospectus.
This communication shall not constitute an offer to sell or the solicitation
of an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
# # #