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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):
April 4, 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;
April 4,&nbsp; 2005, Rudolph Technologies, Inc. issued a press release announcing
that they have entered into a confidentiality agreement with August Technology
and have begun discussions regarding a potential merger with August.</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 April
      4,&nbsp; 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 April
      4, 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; April 4,&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><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">&nbsp;</p>
<p align="left"><b>RUDOLPH TECHNOLOGIES AND AUGUST TECHNOLOGY EXECUTE
CONFIDENTIALITY AGREEMENT</b><br style="mso-special-character:line-break">
<br style="mso-special-character:line-break">
FLANDERS, N.J., Apr. 4,
2005 -- Rudolph Technologies, Inc. (Nasdaq: RTEC)
announced today that it has entered into a confidentiality agreement with August
Technology Corporation (Nasdaq: AUGT)
and has begun discussions regarding a potential merger with August.&nbsp;
As previously disclosed, Rudolph has made a proposal to acquire August
for a combination of Rudolph stock and cash.&nbsp;
There can be no assurance that Rudolph will enter into a merger agreement with
August and, if it does, as to the terms of any such agreement.</p>
<p class="MsoNormal">August
is currently a party to a merger agreement with&nbsp; Nanometrics Incorporated.&nbsp;
Any agreement providing for a merger involving Rudolph and August would
be subject, among other things, to termination of August's merger agreement
with&nbsp; Nanometrics in accordance with its terms.&nbsp;
</p>
<p class="MsoNormal">&nbsp;Rudolph
does not intend to make any further public comment regarding its discussions
with August until it has entered into a definitive agreement with August
providing for a merger or it has terminated such discussions.&nbsp;
</p>
<p><b>ABOUT RUDOLPH
TECHNOLOGIES, INC.</b></p>
<p>Rudolph
Technologies is a worldwide leader in the design, development and manufacture 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><b>FORWARD LOOKING
STATEMENTS
</b></p>
<p class="MsoNormal">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," "could," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue," or the negative of those and other
comparable words and phrases. 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 enter
into a definitive agreement regarding a merger and, if we do, the merger may not
be consummated.&nbsp; If a merger
involving Rudolph and August were consummated, some of the factors that could
cause actual results to differ materially include, but are not limited to: (a)
the businesses of Rudolph and August may not be integrated successfully or such
integration may be more difficult, time-consuming or costly than expected; (b)
expected combination benefits from the merger may not be fully realized or
realized within the expected time frame; (c) revenues following the merger may
be lower than expected; and (d) 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 merger. Some of the matters discussed in this press
release involve risks and uncertainties that are summarized under the heading "Factors
that May Affect Future Results" in Rudolph's Form 10-K filed for the year ended
December 31, 2004, which also summarizes certain other risks and uncertainties.
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><b>ADDITIONAL
INFORMATION
</b></p>
<p class="MsoNormal">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 documents regarding the proposed Rudolph/August merger that Rudolph may file
with the Commission, when they become available, because they will contain
important information.&nbsp; Investors
and security holders may obtain a free copy of the documents filed with the
Commission regarding the proposed Rudolph/August merger (when they are
available) and other documents filed by Rudolph with the Commission at the
Commission's website at&nbsp; www.sec.gov. These 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><b>INFORMATION
REGARDING CERTAIN RUDOLPH PERSONS
</b></p>
<p class="MsoNormal">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 of
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
beneficially owns 100 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>
<p class="MsoNormal">&nbsp;
</p>
<p class="MsoFooter" style="tab-stops:center -157.5pt left .5in 1.0in 1.5in 2.0in 2.5in 3.0in right 6.0in">&nbsp;
</p>
<p align="left">&nbsp;</p>



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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):
April 4, 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 
April 4,  2005, Rudolph Technologies, Inc. issued a press release announcing
that they have entered into a confidentiality agreement with August Technology
and have begun discussions regarding a potential merger with August.
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 April
      4,  2005
EXHIBIT INDEX
Exhibit No.
Description of
      Exhibit
99.1
Press Release issued April
      4, 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:   April 4,  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 AND AUGUST TECHNOLOGY EXECUTE
CONFIDENTIALITY AGREEMENT
FLANDERS, N.J., Apr. 4,
2005 -- Rudolph Technologies, Inc. (Nasdaq: RTEC)
announced today that it has entered into a confidentiality agreement with August
Technology Corporation (Nasdaq: AUGT)
and has begun discussions regarding a potential merger with August. 
As previously disclosed, Rudolph has made a proposal to acquire August
for a combination of Rudolph stock and cash. 
There can be no assurance that Rudolph will enter into a merger agreement with
August and, if it does, as to the terms of any such agreement.
August
is currently a party to a merger agreement with  Nanometrics Incorporated. 
Any agreement providing for a merger involving Rudolph and August would
be subject, among other things, to termination of August's merger agreement
with  Nanometrics in accordance with its terms.
Rudolph
does not intend to make any further public comment regarding its discussions
with August until it has entered into a definitive agreement with August
providing for a merger or it has terminated such discussions.
ABOUT RUDOLPH
TECHNOLOGIES, INC.
Rudolph
Technologies is a worldwide leader in the design, development and manufacture 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," "could," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue," or the negative of those and other
comparable words and phrases. 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 enter
into a definitive agreement regarding a merger and, if we do, the merger may not
be consummated.  If a merger
involving Rudolph and August were consummated, some of the factors that could
cause actual results to differ materially include, but are not limited to: (a)
the businesses of Rudolph and August may not be integrated successfully or such
integration may be more difficult, time-consuming or costly than expected; (b)
expected combination benefits from the merger may not be fully realized or
realized within the expected time frame; (c) revenues following the merger may
be lower than expected; and (d) 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 merger. Some of the matters discussed in this press
release involve risks and uncertainties that are summarized under the heading "Factors
that May Affect Future Results" in Rudolph's Form 10-K filed for the year ended
December 31, 2004, which also summarizes certain other risks and uncertainties.
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 documents regarding the proposed Rudolph/August merger that Rudolph may file
with the Commission, when they become available, because they will contain
important information.  Investors
and security holders may obtain a free copy of the documents filed with the
Commission regarding the proposed Rudolph/August merger (when they are
available) and other documents filed by Rudolph with the Commission at the
Commission's website at  www.sec.gov. These 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 of
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
beneficially owns 100 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.