On June 17, 2009, Nanometrics Incorporated (the "Company") issued a press release announcing its entry into a strategic business partnership with Zygo Corporation ("Zygo"), pursuant to which the Company purchased from Zygo certain assets under an Asset Transfer Agreement and entered into a Supply Agreement with Zygo. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

Pursuant to the Asset Transfer Agreement, the Company purchased from Zygo certain inventory and equipment. The purchase price is payable to Zygo in periodic installments, which installments are calculated based upon sales by the Company of products that incorporate the purchased inventory and equipment; provided, that the Company is required to pay the total purchase price due to Zygo under the Asset Transfer Agreement on or before July 1, 2010. Zygo's right to payment of the purchase price will be secured by a first priority lien on the purchased assets.

As a condition to the closing of the Asset Transfer Agreement the Company entered into the Supply Agreement, among other things. Pursuant to the Supply Agreement, Zygo will sell to the Company "heads" for use in certain systems, which the Company will have the exclusive right to sell in certain markets. In exchange, the Company will pay to Zygo a technology transfer fee in connection with the sale of certain systems.

Exhibit No.    Description
   99.1        Press release issued by Nanometrics Incorporated dated June 17, 2009.


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                                   Signature

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 hereunto duly authorized.

Dated: June 23, 2009 NANOMETRICS INCORPORATED