<PAGE>
As filed with the Securities and Exchange Commission on December 9, 1999
Registration No. 333-_____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
RUDOLPH TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 22-1628009
- -------------------------- ---------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number)
One Rudolph Road
Flanders, NJ 07836
(Address of principal executive offices)
1996 NON-QUALIFIED STOCK OPTION PLAN
1999 STOCK PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
PAUL F. McLAUGHLIN
President and Chief Executive Officer
RUDOLPH TECHNOLOGIES, INC.
One Rudolph Road
Flanders, NJ 07836
(973) 691-1300
(Name, address and telephone number of agent for service)
Copies to:
HENRY P. MASSEY, JR., ESQ.
TREVOR J. CHAPLICK, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
================================================================================
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share Price Fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value,
options previously issued or to be
issued under the 1996 Non-Qualified
Stock Option Plan 698,930 $ 0.86(2) $ 601,807.46 $ 158.88
- ------------------------------------------------------------------------------------------------------
Common Stock $0.001 par value,
options previously issued or to be
issued under the 1999 Stock Plan 2,000,000 $21.71(3) $43,422,592.18 $11,463.56
- ------------------------------------------------------------------------------------------------------
Common Stock $0.001 par value, to be
issued under the 1999 Employee Stock
Purchase Plan 300,000 $22.18(4) $ 6,654,000.00 $ 1,756.66
- ------------------------------------------------------------------------------------------------------
Total 2,998,930 $50,678,399.64 $13,379.10
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement is the number of
shares authorized to be issued under the 1996 Non-Qualified Stock Option
Plan, 1999 Stock Plan and the 1999 Employee Stock Purchase Plan.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, (the "Securities Act") solely for the purpose of calculating
the registration fee. The price of $0.86 represents the weighted average
exercise price based on (i) the weighted average exercise price of $0.68
per share for options to purchase a total of 693,951 shares of Common Stock
outstanding under the 1996 Non-Qualified Stock Option Plan and (ii)
$26.09375 per share (the average of the high and low reported prices as of
December 3, 1999) for 4,979 shares of Common Stock reserved for issuance
thereunder. The price in (ii) of the preceding sentence is being used
because the exercise prices of options to be granted in the future are not
currently determinable.
(3) Estimated in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the registration fee. The price of $21.71
represents the weighted average exercise price based on (i) the weighted
average exercise price of $16.00 per share for options to purchase a total
of 868,350 shares of Common Stock outstanding under the 1999 Stock Plan and
(ii) $26.09375 per share (the average of the high and low reported prices
on the Nasdaq National Market as of December 3, 1999) for 1,131,650 shares
of Common Stock reserved for issuance under the 1999 Stock Plan. The price
in (ii) of the preceding sentence is being used because the exercise prices
of options to be granted in the future are not currently determinable.
(4) Estimated pursuant to Rule 457 of the Securities Act solely for purposes of
calculating the registration fee on the basis of 85% of $26.09375 per share
(the average of the high and low reported prices on the Nasdaq National
Market as of December 3, 1999) because the prices at which shares will be
purchased in the future are not currently determinable.
<PAGE>
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference
-------------------------------------
The following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference:
(a) The Registrant's Prospectus filed with the Commission pursuant to
Rule 424(b) on November 12, 1999, which contains the Registrant's
audited balance sheets as of December 31, 1997 and 1998, an
unaudited balance sheet as of September 30, 1999, audited
statements of operations and cash flows for each of the two years
ended December 31, 1998 and for the period from June 14, 1996 to
December 31, 1996 and unaudited statements of operations and
cashflows for the nine months ended September 30, 1998 and
1999. In addition, included therein are the audited statements of
operations and cashflows of the Registrant's predecessor for the
period January 1, 1996 to June 13, 1996.
(b) The description of the Common Stock of the Registrant contained in
the Registrant's Registration Statement on Form 8-A filed on
November 5, 1999, pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities registered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.
Item 4. Description of Securities
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Registrant's certificate of incorporation contains certain
provisions permitted under the Delaware General Corporation Law relating to the
liability of directors. These provisions eliminate a director's personal
liability for monetary damages resulting from a breach of fiduciary duty, except
in certain circumstances involving certain wrongful acts, including: (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) for unlawful payments of
dividends or unlawful stock
II-1
<PAGE>
repurchases or redemptions as provided in Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.
The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law. The Registrant's Bylaws also permit the
Registrant to secure insurance on behalf of any officer, director, employee or
other agent for any liability arising out of his or her actions in such
capacity, regardless of whether the Registrant would have the power to indemnify
him or her against such liability under the General Corporation Law of Delaware.
The Registrant has entered into agreements to indemnify its directors
and officers, in addition to indemnification provided for in the Registrant's
Bylaws. Subject to certain conditions, these agreements, among other things,
indemnify the Registrant's directors and officers for certain expenses
(including attorney's fees), judgments, fines and settlement amounts incurred by
any such person in any action or proceeding, including any action by or in the
right of the Registrant, arising out of such person's services as a director or
officer of the Registrant.
Item 7. Exemption From Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
--------
4.1(1) Restated Certificate of Incorporation of Registrant
4.2(2) Restated Bylaws of Registrant
4.3 1996 Non-Qualified Stock Option Plan
4.4(3) 1999 Stock Plan
4.5(4) 1999 Employee Stock Purchase Plan
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see Page II-4).
__________________
(1) Exhibit 4.1 is incorporated by reference to Exhibit 3.1(c) filed with the
Registrant's Registration Statement on Form S-1, No. 333-86821.
(2) Exhibit 4.2 is incorporated by reference to Exhibit 3.2(b) filed with the
Registrant's Registration Statement on Form S-1, No. 333-86821
(3) Exhibit No. 4.4 is incorporated by reference to Exhibit 10.4 filed with the
Registrant's Registration Statement on Form S-1, No. 333-86821.
II-2
<PAGE>
(4) Exhibit No. 4.5 is incorporated by reference to Exhibit 10.5 filed with the
Registrant's Registration Statement on Form S-1, No. 333-86821.
Item 9. UNDERTAKINGS
------------
(A) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(B) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(C) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, Rudolph Technologies, Inc., a corporation organized and existing
under the laws of the State of Delaware, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Flanders, State of
New Jersey, on this 9th day of December, 1999.
RUDOLPH TECHNOLOGIES, INC.
By: /s/ Paul F. McLaughlin
--------------------------------------
Paul F. McLaughlin
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul F. McLaughlin and Steven R. Roth,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- -------------------------------------- ------------------------------------------ --------------------------
<S> <C> <C>
/s/ Paul F. McLaughlin Chief Executive Officer, President and December 9, 1999
- -------------------------------------- Director (Principal Executive Officer)
Paul F. McLaughlin
/s/ Steven R. Roth Vice President & Chief Financial Officer December 9, 1999
- -------------------------------------- (Principal Financial and Accounting Officer)
Steven R. Roth
/s/ David Belluck Director December 9, 1999
- --------------------------------------
David Belluck
/s/ Daniel H. Berry Director December 9, 1999
- --------------------------------------
Daniel H. Berry
/s/ Paul Craig Director December 9, 1999
- --------------------------------------
Paul Craig
/s/ Stephen J. Fisher Director December 9, 1999
- --------------------------------------
Stephen J. Fisher
/s/ Carl E. Ring, Jr. Director December 9, 1999
- --------------------------------------
Carl E. Ring, Jr.
/s/ Richard F. Spanier Director December 9, 1999
- --------------------------------------
Richard F. Spanier
/s/ Aubrey C. Tobey Director December 9, 1999
- --------------------------------------
Aubrey C. Tobey
</TABLE>
II-4
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
Registration Statement on Form S-8
RUDOLPH TECHNOLOGIES, INC.
December 9, 1999
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
Number No.
- --------- -------------------------------------------------------------------- -----
<C> <S> <C>
4.1(1) Restated Certificate of Incorporation of Registrant -
4.2(2) Restated Bylaws of Registrant -
4.3 1996 Non-Qualified Stock Option Plan -
4.4(3) 1999 Stock Plan -
4.5(4) 1999 Employee Stock Purchase Plant -
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to legality of
securities being registered -
23.1 Consent of Independent Accountants -
23.2 Consent of Counsel (contained in Exhibit 5.1) -
24.1 Power of Attorney (see Page II-4) -
</TABLE>
________________________________________________________________________________
(1) Exhibit 4.1 is incorporated by reference to Exhibit 3.1(c) filed with the
Registrant's Registration Statement on Form S-1, No. 333-86821.
(2) Exhibit 4.2 is incorporated by reference to Exhibit 3.2(b) filed with the
Registrant's Registration Statement on Form S-1, No. 333-86821.
(3) Exhibit No. 4.4 is incorporated by reference to Exhibit 10.4 filed with the
Registrant's Registration Statement on Form S-1, No. 333-86821.
(4) Exhibit No. 4.5 is incorporated by reference to Exhibit 10.5 filed with the
Registrant's Registration Statement on Form S-1, No. 333-86821.
<PAGE>
EXHIBIT 4.3
RUDOLPH HOLDINGS CORPORATION
1996 NON-QUALIFIED STOCK OPTION PLAN
------------------------------------
ARTICLE I
Purpose of Plan
---------------
The 1996 Stock Option Plan (the "Plan") of Rudolph Holdings
-----
Corporation, a Delaware corporation (the "Company"), adopted by the Board of
-------
Directors of the Company on June 14, 1996, for executive and other key employees
of the Company and its subsidiaries, is intended to advance the best interests
of the Company by providing those persons who have a substantial responsibility
for its management and growth with additional incentives by allowing them to
acquire an ownership interest in the Company and thereby encouraging them to
contribute to the success of the Company and to remain in its employ. The
availability and offering of stock options under the Plan also is intended to
increase the Company's ability to attract and retain individuals of exceptional
managerial talent upon whom, in large measure, the sustained progress, growth
and profitability of the Company depends.
ARTICLE II
Definitions
-----------
For purposes of the Plan, except where the context clearly indicates
otherwise, the following terms shall have the meanings set forth below:
"Board" means the Board of Directors of the Company.
-----
"Cause" shall mean the determination by the Board, in the exercise of
-----
its good faith judgment, that: (a) Participant has committed a fraud, felony or
other serious act of moral turpitude; or (b) Participant has breached his duty
of loyalty to the Company and its subsidiaries; or (c) Participant has committed
a material breach of any agreement between the Participant and the Company or
any of its subsidiaries, and if such breach is capable of cure, such breach is
not cured or remedied and continues after fifteen (15) business days from the
date on which written notice of the breach was first provided to Participant by
the Board.
"Code" means the Internal Revenue Code of 1986, as amended, and any
----
successor statute.
"Committee" shall mean the Stock Option Committee, or such other
---------
committee of the Board which may be designated by the Board to administer the
Plan. The Committee shall be composed of two or more directors as appointed
from time to time to serve by the Board.
"Common Stock" shall mean the Company's Class A Common Stock, par
------------
value $.01 per share, or Class B Common Stock, par value $.01 per share, in the
event that the outstanding
<PAGE>
Common Stock is hereafter changed into or exchanged for different stock or
securities of the Company, such other stock or securities.
"Independent Third Party" means any Person or group of Persons who,
------------------------
immediately prior to the contemplated transaction, does not own in excess of 5%
of the Company's Common Stock on a fully-diluted basis, who is not controlling,
controlled by or under common control with any such 5% owner of the Company's
Common Stock and who is not the spouse or descendent (by birth or adoption) of
any such 5% owner of the Company's Common Stock.
"Option Agreement" shall have the meaning set forth in Section 6.3.
----------------
"Options" shall have the meaning set forth in Section 5.2.
-------
"Participant" means any executive or other key employee of the Company
-----------
or any of its subsidiaries who has been selected to participate in the Plan by
the Committee or the Board.
"Permanent Disability" shall mean that a Participant, as determined by
--------------------
the Board in its good faith judgement, is unable to perform, by reason of
physical or mental incapacity, his duties or obligations as an employee of the
Company or any of its subsidiaries, for a period of 90 consecutive days or a
total period of 120 days in any 365 day period.
"Person" means an individual, a partnership, a corporation, a limited
------
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
"Qualified Public Offering" shall mean the sale, in an underwritten
-------------------------
public offering registered under the Securities Act, of shares of the Company's
Common Stock having an aggregate offering value of at least $30 million.
"Sale of the Company" shall mean the sale of the Company and its
-------------------
subsidiaries to an Independent Third Party or affiliated group of Independent
Third Parties pursuant to which such party or parties acquire (i) capital stock
of the Company possessing the voting power to elect a majority of the Company's
board of directors (whether by merger, consolidation or sale or transfer of the
Company's capital stock) or (ii) all or substantially all of the assets of the
Company and its subsidiaries determined on a consolidated basis.
ARTICLE III
Administration
--------------
The Plan shall be administered by the Committee; provided that if for
-------------
any reason the Committee shall not have been appointed by the Board, all
authority and duties of the Committee under the Plan shall be vested in and
exercised by the Board. Subject to the limitations of the Plan, the Committee
shall have the sole and complete authority to: (i) select Participants, (ii)
grant Options to Participants in such forms and amounts as it shall determine,
(iii) impose such limitations, restrictions and conditions upon such Options as
it shall deem appropriate, (iv) interpret the Plan and adopt, amend and rescind
administrative guidelines and other rules and regulations relating to the
-2-
<PAGE>
Plan, (v) correct any defect or omission or reconcile any inconsistency in the
Plan or in any Option granted hereunder and (vi) make all other determinations
and take all other actions necessary or advisable for the implementation and
administration of the Plan. The Committee's determinations on matters within its
authority shall be conclusive and binding upon the Participants, the Company and
all other Persons. All expenses associated with the administration of the Plan
shall be borne by the Company. The Committee may, as approved by the Board and
to the extent permissible by law, delegate any of its authority hereunder to
such persons as it deems appropriate.
ARTICLE IV
Limitation on Aggregate Shares
------------------------------
The number of shares of Common Stock with respect to which Options may
be granted under the Plan and which may be issued upon the exercise thereof
shall not exceed, in the aggregate, 30,000 shares; provided that the type and
--------------
the aggregate number of shares which may be subject to Options shall be subject
to adjustment in accordance with the provisions of Section 6.8 below; and
further provided that to the extent any Options expire unexercised or are
- -----------------
canceled, terminated or forfeited in any manner, without the issuance of Common
Stock thereunder such shares shall again be available under the Plan. The
30,000 shares of Common Stock available under the Plan may be either authorized
and unissued shares, treasury shares or a combination thereof, as the Committee
shall determine.
ARTICLE V
Awards
------
5.1 Options. The Committee may grant options to Participants in
-------
accordance with this Article V.
5.2 Form of Option. Options granted under this Plan shall be
--------------
nonqualified stock options and are not intended to be "incentive stock options"
within the meaning of Section 422 of the Code or any successor provision (the
"Options").
-------
5.3 Exercisability. Options shall be exercisable at such time or
--------------
times as the Committee shall determine at or subsequent to the date of grant.
5.4 Payment of Exercise Price. Options shall be exercised in whole
-------------------------
or in part by written notice to the Company (to the attention of the Company's
Secretary) accompanied by payment in full of the option exercise price. Payment
of the option exercise price shall be made in cash (including check, bank draft
or money order) or, in the discretion of the Committee, by delivery of a
promissory note (if in accordance with policies approved by the Board).
5.5 Terms if Options. The Committee shall determine the term of each
----------------
Option, which term shall in no event exceed ten years from the date of grant.
-3-
<PAGE>
ARTICLE VI
General Provisions
------------------
6.1 Conditions and Limitations on Exercise. Options may be made
--------------------------------------
exercisable in one or more installments, upon the happening of certain events,
upon the passage of a specified period of time, upon the fulfillment of certain
conditions or upon the achievement by the Company of certain performance goals,
as the Committee shall decide in each case when the Options are granted.
6.2 Acceleration Events. In the event of the Sale of the Company or
-------------------
a Qualified Public Offering, the Committee may provide, in its discretion, that
the Options shall become immediately exercisable by any Participants who are
employed by the Company or any of its subsidiaries at the time of such event and
that such Options shall terminate if not exercised as of the date of any such
Sale of the Company or Qualified Public Offering or other prescribed period of
time.
6.3 Written Agreement. Each Option granted hereunder to a
-----------------
Participant shall be embodied in a written agreement (an "Option Agreement")
----------------
which shall be signed by the Participant and by an authorized officer of the
Company for and in the name and on behalf of the Company and shall be subject to
the terms and conditions of the Plan prescribed in the Option Agreement,
including, but not limited to, (i) the right of the Company and such other
Persons as the Committee shall designate ("Designees") to repurchase from each
---------
Participant, and such Participant's transferees, all shares of Common Stock
issued or issuable to such Participant on the exercise of an Option in the event
of such Participant's termination of employment, (ii) rights of first refusal
granted to the Company and Designees, (iii) the obligation of the Participant to
sell his Options or Common Stock in connection with a Sale of the Company, (iv)
holdback and other registration right restrictions in the event of a public
registration of any equity securities of the Company and (v) any other terms and
conditions which the Committee shall deem necessary and desirable.
6.4 Listing, Registration and Compliance with Laws and Regulations.
--------------------------------------------------------------
Options shall be subject to the requirement that if at any time the Committee
shall determine, in its discretion, that the listing, registration or
qualification of the shares subject to the Options upon any securities exchange
or under any state or federal securities or other law or regulation, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition to or in connection with the granting of the Options or
the issuance or purchase of shares thereunder, no Options may be granted or
exercised, in whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee. The holders of such Options
shall supply the Company with such certificates, representations and information
as the Company shall request and shall otherwise cooperate with the Company in
obtaining such listing, registration, qualification, consent or approval. In
the case of officers and other Persons subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended, the Committee may at any time
impose any limitations upon the exercise of an Option that, in the Committee's
discretion, are necessary or desirable in order to comply with such Section
16(b) and the rules and regulations thereunder. If the Company, as part of an
offering of securities or otherwise, finds it desirable because of federal or
state regulatory
-4-
<PAGE>
requirements to reduce the period during which any Options may be exercised, the
Committee, may, in its discretion and without the Participant's consent, so
reduce such period on not less than 15 days written notice to the holders
thereof.
6.5 Nontransferability. Options may not be transferred other than by
------------------
will or the laws of descent and distribution and, during the lifetime of the
Participant, may be exercised only by such Participant (or his legal guardian or
legal representative). In the event of the death of a Participant, exercise of
Options granted hereunder shall be made only: (i) by the executor or
administrator of the deceased Participant or the Person or Persons to whom the
deceased Participant's rights under the Option shall pass by will or the laws of
descent and distribution.; and (ii) to the extent that the deceased Participant
was entitled thereto at the date of his death, unless otherwise provided by the
Committee in such Participant's Option Agreement.
6.6 Expiration of Options.
---------------------
(i) Normal Expiration. In no event shall any part of any Option
-----------------
be exercisable after the date of expiration thereof (the "Expiration Date"), as
---------------
determined by the Committee pursuant to section 5.6 above.
(ii) Early Expiration Upon Termination of Employment. Except as
-----------------------------------------------
otherwise provided by the Committee in the Option Agreement, any portion of a
Participant's Option that was not vested and exercisable on the date of the
termination of such Participant's employment shall expire and be forfeited as of
such date, and any portion of a Participant's Option that was vested and
exercisable on the date of the termination of such Participant's employment
shall expire and be forfeited as of such date; provided that: (i) if any
-------------
Participant dies or becomes subject to any Permanent Disability, such
Participant's Option shall expire 180 days after the date of his death or
Permanent Disability, but in no event after the Expiration Date, (ii) if any
Participant retires (with the approval of the Board), his Option shall expire
180 days after the date of his retirement, but in no event after the Expiration
Date, and (iii) if any Participant is discharged other than for Cause, such
Participant's Option shall expire 180 days after the date of his discharge, but
in no event after the Expiration Date.
6.7 Withholding of Taxes. The Company shall be entitled, if
---------------------
necessary or desirable, to withhold from any Participant from any amounts due
and payable by the Company to such Participant (or secure payment from such
Participant in lieu of withholding) the amount of any withholding or other tax
due from the Company with respect to any shares issuable under the Options, and
the Company may defer such issuance unless indemnified to its satisfaction.
6.8 Adjustments. In the event of a reorganization, recapitalization,
-----------
stock dividend or stock split, or combination or other change in the shares of
Common Stock, the Board or the Committee may, in order to prevent the dilution
or enlargement of rights under outstanding Options, make such adjustments in the
number and type of shares authorized by the Plan, the number and type of shares
covered by outstanding Options and the exercise prices specified therein as may
be determined to be appropriate and equitable.
-5-
<PAGE>
6.9 Rights of Participants. Nothing in the Plan shall interfere with
----------------------
or limit in any way the right of the Company or any of its subsidiaries to
terminate any Participant's employment at any time (with or without Cause), nor
confer upon any Participant any right to continue in the employ of the Company
or its subsidiaries for any period of time or to continue his present (or any
other) rate of compensation, and except as otherwise provided under this Plan or
by the Committee in the Option Agreement, in the event of any Participant's
termination of employment (including, but not limited to, the termination by the
Company or any subsidiary thereof, without Cause) any portion of such
Participant's Option that was not previously vested and exercisable shall expire
and be forfeited as of the date of such termination. No employee shall have a
right to be selected as a Participant or, having been so selected, to be
selected again as a Participant.
6.10 Amendment, Suspension and Termination of Plan. The Board or the
---------------------------------------------
Committee may suspend or terminate the Plan or any portion thereof at any time
and may amend it from time to time in such respects as the Board or the
Committee may deem advisable; provided that no such amendment shall be made
-------------
without stockholder approval to the extent such approval is required by law,
agreement or the rules of any exchange upon which the Common Stock is listed and
no such amendment, suspension or termination shall impair the rights of
Participants under outstanding Options without the consent of the Participants
affected thereby. No Options shall be granted hereunder after the tenth
anniversary of the adoption of the Plan.
6.11 Amendment, Modification and Cancellation of Outstanding Options.
---------------------------------------------------------------
The Committee may amend or modify any Option in any manner to the extent that
the Committee would have had the authority under the Plan initially to grant
such Option; provided that no such amendment or modification shall impair the
-------------
rights of any Participant under any Option without the consent of such
Participant. With the Participant's consent, the Committee may cancel any
Option and issue a new Option to such Participant.
6.12 Indemnification. In addition to such other rights of
---------------
indemnification as they may have as members of the Board or the Committee, the
members of the Committee shall be indemnified by the Company against all costs
and expenses reasonably incurred by them in connection with any action, suit or
proceeding to which they or any of them may be party by reason of any action
taken or failure to act under or in connection with the Plan or any Option
granted thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding; provided that any such Committee member shall be entitled to
-------------
the indemnification rights set forth in this section 6.12 only if such member
has acted in good faith and in a manner that such member reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to believe that such
conduct was unlawful; and further provided that upon the institution of any such
----------------
action, suit or proceeding a Committee member shall give the Company written
notice thereof and an opportunity, at its own expense, to handle and defend the
same before such Committee member undertakes to handle and defend it on his own
behalf.
* * * *
-6-
<PAGE>
EXHIBIT 5.1
December 9, 1999
Rudolph Technologies, Inc.
One Rudolph Road
Flanders, NJ 07836
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
Rudolph Technologies, Inc. (the "Company") with the Securities and Exchange
Commission on or about December 9, 1999 (the "Registration Statement") in
connection with the registration under the Securities Act of 1933, as amended,
of 2,998,930 shares of Common Stock (the "Shares") reserved for issuance under
the 1996 Non-Qualified Stock Option Plan, 1999 Stock Plan and 1999 Employee
Stock Purchase Plan (the "Plans"). As your counsel, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with said issuance and sale of the Shares pursuant to the
Plans.
It is our opinion that, upon completion of the proceedings being taken or
contemplated by us to be taken prior to the issuance and sale of the Shares
pursuant to the Plans, and upon completion of the proceedings being taken in
order to permit such transaction to be carried out in accordance with the
securities laws of the various states where required, the Shares, when issued
and sold in the manner referred to in the Plan and the Registration Statement,
will be legally and validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated September 7, 1999, except for Note 17
for which the date is November 11, 1999, and September 7, 1999, related to the
financial statements of Rudolph Technologies, Inc. and Rudolph Research
Corporation, respectively which appear in the Prospectus constituting part of
the Registration Statement on Form S-1 (No. 333-86821) of Rudolph Technologies,
Inc.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
December 7, 1999
