On or about April 17, 2009, Rudolph Technologies, Inc. (the "Company") mailed a proxy statement to its stockholders describing the matters to be voted on at the annual meeting to be held on May 19, 2009 (the "Proxy Statement"), including the approval of the 2009 Stock Plan (the "Stock Plan") and 2009 Employee Stock Purchase Plan (the "ESPP) and collectively with the Stock Plan, the "Plans"). After mailing the Proxy Statement, the Company was informed by RiskMetrics that the Plans reflected in the Proxy Statement did not meet Riskmetrics guidelines in that:

(i) the number of shares requested in the Stock Plan exceeded RiskMetrics' cost guidelines based on the valuation methodology used by RiskMetrics,

(ii) the Stock Plan did not explicitly require that Exchange Programs be approved by the shareholders, and

(iii) the aggregated number of shares (6,000,000) reserved during the proposed twenty (20) year term of the ESPP exceeded Riskmetrics guidelines for shareholder voting power dilution.

Consequently, the Company decided to amend the Plans to conform to such RiskMetrics guidelines and recommendations, and to seek stockholder approval of the Plans, as amended.

Accordingly, on May 8, 2009, the Company amended the Plans to:

(i) reduce the number of shares of common stock authorized for issuance pursuant to the Stock Plan from 5,000,000 shares to 3,300,000 shares;

(ii) require that stockholder approval be obtained before any stock option or stock appreciation right repricing or Exchange Program is implemented under the Stock Plan; and

(iii) reduce the term of the ESPP from twenty (20) years to ten (10) years, thereby reducing the maximum number of shares reserved under the ESPP to 3,000,000 shares.

A copy of the letter sent to shareholders reflecting the foregoing amendments is attached as Exhibit 99.1 to this Current Report on Form 8-K.

In addition to the foregoing, on February 2, 2009, the Company filed a Form 8-K with the U.S. Securities and Exchange Commission which disclosed that the Company's Board of Directors had approved an amendment to the Company's Bylaws to provide that the election of directors to the Board shall by a majority of the votes cast for each director in uncontested elections as opposed to the plurality standard previously reflected in the Bylaws. This change was not identified in the preparation of the Proxy Statement and therefore the document incorrectly cited to a plurality standard in the text. An amendment to the Proxy Statement was filed on March 7, 2009 to correct the applicable statements contained in the Proxy Statement. A copy of the letter sent to shareholders reflecting the foregoing amendments is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The amended Plans will be presented for stockholder approval at the Company's Annual Meeting of Stockholders to be held on Tuesday, May 19, 2009. RiskMetrics has revised their recommendation to reflect a vote in favor of both the Stock Plan and the ESPP, as amended.

(d) Exhibits

                   Exhibit No.   Description
                   99.1          May 8, 2009 Letter to Shareholders
                   99.2          May 7, 2009 Letter to Shareholders