NANOMETRICS INC
SC 13G, 1999-02-16
MEASURING & CONTROLLING DEVICES, NEC
Previous: NANOMETRICS INC, 10-Q/A, 1999-02-16
Next: HAVEN CAPITAL MANAGEMENT INC, SC 13G, 1999-02-16



<PAGE>

                                                   -----------------------------
                                                             OMB APPROVAL
                                                   -----------------------------
                                                    OMB Number:     3236-0145
                                                    Expires:     August 31, 1999
                                                    Estimated average burden
                                                    hours per response....14.90
                                                   -----------------------------
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                 SCHEDULE 13G

                   Under the Securities Exchange Act of 1934

                          (Amendment No. __________)*

NANOMETRICS INCORPORATED
- --------------------------------------------------------------------------------
                               (Name of Issuer)

COMMON STOCK
- --------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                 630077  10  5
- --------------------------------------------------------------------------------
                                (CUSIP Number)


MAY 8, 1998; MAY 11, 1998; MAY 14, 1998
- --------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 
is filed:

    [X] Rule 13d-1(b)

    [ ] Rule 13d-1(c)

    [ ] Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).





Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.

                               Page 1 of 6 pages

<PAGE>
 
 
- ------------------------------------------------------------------------------
      NAME OF REPORTING PERSONS
 1    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
                                                                                
      Vincent J. Coates and Vincent J. Coates, Trustee of the Vincent J. 
      Coates Separate Property Trust, U/D/T dated August 7, 1981 
                          
- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
 2                                                              (a) [_]
      N/A                                                       (b) [_]
                                                 
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3
 

- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 4                                 
      U.S.A

- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     5                                                       
     NUMBER OF            5,388,774 (5,388,654 + 120) 
 
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      6       
                          N/A
     OWNED BY
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     7       
    REPORTING             5,388,774 (5,388,654 + 120) 
 
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          8       
                          N/A

- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9                           
      SEE BELOW
- ------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
10    (SEE INSTRUCTIONS)
                                                                    [_]
 
- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11           
      62%                                                                

- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON*
12           
      In-Individual

- ------------------------------------------------------------------------------

9.  5,388,654 Vincent J. Coates, Trustee of the VINCENT J. COATES SEPARATE 
PROPERTY TRUST, 120 Vincent J. Coates

                               Page 2 of 6 pages




<PAGE>
 
                         INSTRUCTIONS FOR SCHEDULE 13G


Instructions for Cover Page

(1)  Names and I.R.S. Identification Numbers of Reporting Persons--Furnish the
     full legal name of each person for whom the report is filed--i.e., each
     person required to sign the schedule itself--including each member of a
     group. Do not include the name of a person required to be identified in the
     report but who is not a reporting person. Reporting persons that are
     entities are also requested to furnish their I.R.S. identification numbers,
     although disclosure of such numbers is voluntary, not mandatory (see
     "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G" below).

(2)  If any of the shares beneficially owned by a reporting person are held as a
     member of a group and that membership is expressly affirmed, please check
     row 2(a). If the reporting person disclaims membership in a group or
     describes a relationship with other persons but does not affirm the
     existence of a group, please check row 2(b) [unless it is a joint filing
     pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check
     row 2(b)].

(3)  The third row is for SEC internal use; please leave blank.

(4)  Citizenship or Place of Organization--Furnish citizenship if the named
     reporting person is a natural person. Otherwise, furnish place of
     organization.

(5)-(9),(11) Aggregate Amount Beneficially Owned By Each Reporting Person, 
     Etc.--Rows (5) through (9) inclusive, and (11) are to be completed in
     accordance with the provisions of Item 4 of Schedule 13G. All percentages
     are to be rounded off to the nearest tenth (one place after decimal
     point).

(10) Check if the aggregate amount reported as beneficially owned in row (9)
     does not include shares as to which beneficial ownership is disclaimed
     pursuant to Rule 13d-4 (17 CFR 240.13d-4] under the Securities Exchange Act
     of 1934.

(12) Type of Reporting Person--Please classify each "reporting person" according
     to the following breakdown (see Item 3 of Schedule 13G) and place the
     appropriate symbol on the form:

<TABLE> 
<CAPTION> 

               Category                                      Symbol  
<S>                                                          <C> 
            Broker Dealer                                      BD 
            Bank                                               BK 
            Insurance Company                                  IC 
            Investment Company                                 IV 
            Investment Adviser                                 LA 
            Employee Benefit Plan, Pension Fund,                  
                or Endowment Fund                              EP 
            Parent Holding Company/Control Person              HC 
            Savings Association                                SA 
            Church Plan                                        CP 
            Corporation                                        CO 
            Partnership                                        PN 
            Individual                                         IN 
            Other                                              OO  
</TABLE> 

Notes:
     Attach as many copies of the second part of the cover page as are needed, 
one reporting person per page.

     Filing persons may, in order to avoid unnecessary duplication, answer items
on the schedules (Schedule 13D, 13G or 14D-1) be appropriate cross references to
an item or items on the cover page(s).  This approach may only be used where the
cover page item or items provide all the disclosure required by the schedule 
item.  Moreover, such a use of a cover page item will result in the item 
becoming a part of the schedule and accordingly being considered as "filed" for 
purposes of Section 18 of the Securities Exchange Act or otherwise subject to 
the liabilities of that section of the Act.

     Reporting persons may comply with their cover page filing requirements by 
filing either completed copies of the blank forms available from the Commission,
printed or typed facsimiles, or computer printed facsimiles, provided the 
documents filed have identical formats to the forms prescribed in the 
Commission's regulations and meet existing Securities Exchange Act rules as to 
such matters as clarity and size (Securities Exchange Act Rule 12b-12).

             SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

     Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934 
and the rules and regulations thereunder, the Commission is authorized to 
solicit the information required to be supplied by this schedule by certain 
security holdings of certain issuers.

                               Page 3 of 6 pages
   
<PAGE>
 
Disclosure of the information specified in this schedule is mandatory, except
for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.

     Because of the public nature of the information, the Commission can use it 
for a variety of purposes, including referral to other governmental authorities 
or securities self-regulatory organizations for investigatory purposes or in 
connection with litigation involving the Federal securities laws or other civil,
criminal or regulatory statutes or provisions. I.R.S. identification numbers, if
furnished, will assist the Commission in identifying security holders and, 
therefore, in promptly processing statements of beneficial ownership of 
securities.

     Failure to disclose the information requested by this schedule, except for 
I.R.S. identification numbers, may result in civil or criminal action against 
the persons involved for violation of the Federal securities laws and rules 
promulgated thereunder.


                             GENERAL INSTRUCTIONS

A.  Statements filed pursuant to Rule 13d-1(b) containing the information 
    required by this schedule shall be filed not later than February 14
    following the calendar year covered by the statement or within the time
    specified in Rules 13d-1(b)(2) and 13d-2(c). Statements filed pursuant to
    Rule 13d-1(c) shall be filed within the time specified in Rules 13d-1(c),
    13d-2(b) and 13d-2(d). Statements filed pursuant to Rule 13d-1(d) shall be
    filed not later than February 14 following the calendar year covered by the
    statement pursuant to Rules 13d-1(d) and 13d-2(b).

B.  Information contained in a form which is required to be filed by rules under
    section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as that covered
    by a statement on this schedule may be incorporated by reference in response
    to any of the items of this schedule. If such information is incorporated by
    reference in this schedule, copies of the relevant pages of such form shall
    be filed as an exhibit to this schedule.

C.  The item numbers and captions of the items shall be included but the text
    of the items is to be omitted. The answers to the items shall be so
    prepared as to indicate clearly the coverage of the items without
    referring to the text of the items. Answer every item. If an item is
    inapplicable or the answer is in the negative, so state.

Item 1.

    (a) Name of Issuer NANOMETRICS INCORPORATED    
 
    (b) Address of Issuer's Principal Executive Offices 310 De Guigne Drive,
        Sunnyvale, CA 94086.

Item 2.

    (a) Name of Person Filing Vincent J. Coates

    (b) Address of Principal Business Office or, if none, Residence 310 De 
        Guigne Drive, Sunnyvale, CA 94086.

    (c) Citizenship U.S.A.

    (d) Title of Class of Securities Common Stock

    (e) CUSIP Number 630077 10 5

Item 3. If this statement is filed pursuant to sections 240.13d-1(b) or 
240.13d-2(b) or (c), check whether the person filing is a: N/A.

     (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 
             78c).
 
     (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

     (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 
             U.S.C. 78c).

     (d) [ ] Investment company registered under section 8 of the Investment 
             Company Act of 1940 (15 U.S.C. 80a-8).

     (e) [ ] An investment adviser in accordance with section 
             240.13d-1(b)(1)(ii)(E);

     (f) [ ] An employee benefit plan or endowment fund in accordance with 
             section 240.13d-1(b)(1)(ii)(F);

     (g) [ ] A parent holding company or control person in accordance with 
             section 240.13d-1(b)(1)(ii)(G);

     (h) [ ] A savings association as defined in Section 3(b) of the Federal 
             Deposit Insurance Act (12 U.S.C. 1813);

     (i) [ ] A church plan that is excluded from the definition of an investment
             company under section 3(c)(14) of the Investment Company Act of 
             1940 (15 U.S.C. 80a-3);

                               Page 4 of 6 pages
<PAGE>
 
   (j)   [ ]    Group, in accordance with (S)240.13d-1(b)(1)(ii)(J)

Item 4.  Ownership

   Provide the following information regarding the aggregate number and 
percentage of the class of securities of the issuer identified in Item 1.

   (a)   Amount beneficially owned: 5,388,774
                                    ---------
   (b)   Percent of class: 62%
                           ---
   (c)   Number of share as to which the person has:

         (i)    sole power to vote or to direct the vote 5,388,774
                                                         ---------
         (ii)   Shared power to vote or to direct the vote N/A
                                                           ---
         (iii)  Sole power to dispose or to direct the disposition of 5,388,774
                                                                      ---------
         (iv)   Shared power to dispose or to direct the disposition of N/A
                                                                        ---

Instruction. For computations regarding securities which represent a right to
acquire an underlying security see Section 240.13d-3(d)(1).

Item 5.  Ownership of Five Percent or Less of a Class

   If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].

Instruction: Dissolution of a group requires a response to this item. N/A 

Item 6.  Ownership of More than Five Percent on Behalf of Another Person. N/A

   If any other person is known to have the right to receive or the power to 
direct the receipt of dividends from, or the proceeds from the sale of, such 
securities, a statement to that effect should be included in response to this 
item and, if such interest relates to more than five percent of the class, such 
person should be identified. A listing of the shareholders of an investment 
company registered under the Investment Company Act of 1940 or the 
beneficiaries of employee benefit plan, pension fund or endowment fund is not 
required.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on By the Parent Holding Company N/A

   If a parent holding company has filed this schedule, pursuant to Rule 13d-
1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-
1(d), attach an exhibit stating the identification of the relevant subsidiary.

Item 8.  Identification and Classification of Members of the Group N/A

   If a group has filed this schedule pursuant to Section 240.13d-
1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the
identity and Item 3 classification of each member of the group. If a group has
filed this schedule pursuant to Section 240.13d-1(c) or Section 240.13d-1(d),
attach an exhibit stating the identity of each member of the group.

Item 9.  Notice of Dissolution of Group  N/A

   Notice of dissolution of a group may be furnished as an exhibit stating the
date of dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.

Item 10. Certification

   (a)   The following certification shall be included if the statement is filed
         pursuant to Section 240.13d-1(b):


<PAGE>
 
              By signing below I certify that, to the best of my knowledge and
              belief, the securities referred to above were acquired and are
              held in the ordinary course of business and were not acquired and
              are not held for the purpose of or with the effect of changing or
              influencing the control of the issuer of the securities and were
              not acquired and are not held in connection with or as a
              participant in any transaction having that purpose or effect.

     (b) The following certification shall be included if the statement is filed
pursuant to Section 240.13d-1(c):

              By signing below I certify that, to the best of my knowledge and
              belief, the securities referred to above were not acquired and are
              not held for the purpose of or with the effect of changing or
              influencing the control of the issuer of the securities and were
              not acquired and are not held in connection with or as a
              participant in any transaction having that purpose or effect.


                                  SIGNATURE 

     After reasonable inquiry and to the best of my knowledge and belief, I 
certify that the information set forth in this statement is true, complete and 
correct.


                                   February 8, 1999 
                                   -----------------------------------
                                   /s/ Vincent J. Coates  Trustee & Individual
                                   -------------------------------------------
                                                Signature


                                   Vincent J. Coates and Vincent J.
                                   --------------------------------
                                                Name/Title

                                   Coates, Trustee of the VINCENT J.
                                   COATES SEPERATE PROPERTY TRUST,
                                   U/D/T dated August 7, 1981

     The original statement shall be signed by each person on whose behalf the
statement is filed of his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.

     Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)

                               Page 6 of 6 pages
















 











© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission