EXPLANATORY NOTE
This registration statement on Form 8-A is being filed with the U.S. Securities and Exchange Commission (the
SEC) in connection with the transfer of listing of the shares of common stock of Onto Innovation Inc. (formerly Nanometrics Incorporated, the Company), par value $0.001 per share (the Common Stock), from The
Nasdaq Stock Market LLC (Nasdaq) to the New York Stock Exchange LLC (NYSE). The Company anticipates that the quotation of the Common Stock on Nasdaq will be terminated following the closing of trading on October 25,
2019, and that the listing of the Common Stock on the NYSE will begin at the opening of trading on October 28, 2019. The trading symbol for the Common Stock on the NYSE will be ONTO.
Item 1.
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Description of Registrants Securities to be Registered.
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Our authorized capital stock consists of 97,000,000 shares of common stock, $0.001 par value per share, and 3,000,000 shares of preferred
stock, $0.001 par value per share. A description of material terms and provisions of our amended and restated certificate of incorporation and amended and restated bylaws affecting the rights of holders of our capital stock is set forth below. The
description is intended as a summary, and is qualified in its entirety by reference to our amended and restated certificate of incorporation and the amended and restated bylaws.
Common Stock
Dividend Rights
Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common
stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends, and only then at the times and in the amounts that our board of directors may determine.
Voting Rights
The holders of our
common stock are entitled to one vote per share. Stockholders do not have the ability to cumulate votes for the election of directors. Our amended and restated certificate of incorporation and amended and restated bylaws do not provide for a
classified board of directors.
No Preemptive or Similar Rights
Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption, or sinking fund provisions.
Right to Receive Liquidation Distributions
Upon our dissolution, liquidation or winding-up, the assets legally available for
distribution to our stockholders are distributable ratably among the holders of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on
any outstanding shares of preferred stock.