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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Rudolph Technologies, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 22-1628009
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(State of incorporation or organization) (IRS Employer I.D. No.)
One Rudolph Road, Flanders, NJ 07836
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
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Item 1. Description of Registrant's Securities to be Registered
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Incorporated by reference to page 66 through 67 of the Preliminary
Prospectus, contained in Registrant's Registration Statement on Form
S-1 as filed on October 22, 1999 (the "S-1 Registration Statement").
Item 2. Exhibits
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The following exhibits are filed as a part of this registration
statement:
1. Specimen certificate for Registrant's Common Stock;
2.* Certificate of Incorporation, as currently in effect;
3.** Form of Restated Certificate of Incorporation to be filed
immediately prior to the closing of the offering made under the
S-1 Registration Statement;
3.*** Form of Restated Certificate of Incorporation to be filed after
the closing of the offering made under the S-1 Registration
Statement;
4.**** Bylaws, as currently in effect; and
5.***** Form of Bylaws to be filed after the closing of the offering made
under the S-1 Registration Statement.
__________________
* Incorporated by reference to Exhibit 3.1(a) to the S-1 Registration
Statement.
** Incorporated by reference to Exhibit 3.1(b) to the S-1 Registration
Statement.
*** Incorporated by reference to Exhibit 3.1(c) to the S-1 Registration
Statement.
**** Incorporated by reference to Exhibit 3.2(a) to the S-1 Registration
Statement.
***** Incorporated by reference to Exhibit 3.2(b) to the S-1 Registration
Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: November 5, 1999
By: /s/ Steven R. Roth
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Name: Steven R. Roth
Title: Vice President and Chief Financial
Officer
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NUMBER SHARES
RN
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[LOGO OF RUDOLPH TECHNOLOGIES, INC.]
INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF DELAWARE CERTAIN DEFINITIONS AND A
STATEMENT AS TO THE RIGHTS,
PREFERENCES, PRIVILEGES AND
RESTRICTIONS ON SHARES
CUSIP 781270 10 3
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE OF
RUDOLPH TECHNOLOGIES, INC.
transferable on the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
[CORPORATE SEAL DATED JUNE 14, 1996 APPEARS HERE]
/s/ Steven R. Roth Paul F. McLaughlin
CHIEF FINANCIAL OFFICER AND SECRETARY PRESIDENT AND CHIEF EXECUTIVE
OFFICER
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER &
TRUST COMPANY
(NEW YORK, N.Y.)
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
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RUDOLPH TECHNOLOGIES, INC.
A statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights as established, from time to time, by the Certificate of
Incorporation of the Corporation and by any certificate of designation, and the
number of shares constituting each class and series and the designations
thereof, may be obtained by the holder hereof upon request and without charge
from the Corporation at its principal office.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - _______Custodian_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as tenants Act________________
in common (State)
UNIF TRF MIN ACT - _______ Custodian (until age ___)
(Cust)
__________ under Uniform Transfers
(Minor)
to Minors Act ____________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, _____________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
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____________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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- ---------------------------------------------------------------------Shares
of the Common Stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint
____________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated_______________________________
X ________________________________________________
X ________________________________________________
NOTICE THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
Signature(s) Guaranteed
By_____________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCK-
BROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17AD-15).
