UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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OMB
APPROVAL
OMB
Number: 3235-0145
Expires:
February 28, 2009
Estimated
average burden
hours
per response 10.4
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1.
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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of above persons (entities
only).
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Insight
Capital Research & Management,
Inc.
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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______
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(b)
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______
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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California
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5. Sole
Voting
Power -0-
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6. Shared
Voting
Power 1,235,710
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7. Sole
Dispositive
Power -0-
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8. Shared
Dispositive
Power 1,235,710
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
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Instructions)______
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11.
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Percent
of Class Represented by Amount in Row (9)
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5.9%
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12.
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Type
of Reporting Person (See
Instructions)
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(a)
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Name
of Issuer
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Nanometrics
Corporation
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(b)
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Address
of Issuer's Principal Executive
Offices
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1550
Buckeye Drive, Milpitas,
CA 95035
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(a)
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The
names of the persons filing this statement
are:
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Insight Capital Research &
Management, Inc. ("Insight") (the
"Filer")
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(b)
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The
principal business office of the Filers is located
at:
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2121
N. California Blvd., Suite 560, Walnut Creek,
CA 94596
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(c)
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The citizenship of each Filer
is set forth in the cover
page.
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(d)
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This
statement relates to shares of common stock of the Issuer (the
"Stock").
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(e)
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The
CUSIP number of the Issuer is: 630077105
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Item
3.
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If
this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is
a:
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(a)
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[ ]
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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[ ]
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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[ ]
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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[ ]
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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[XX]
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An
investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E).
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(f)
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[ ]
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An
employee benefit plan or endowment fund in accordance with section
240.13d-1(b)(1)(ii)(F).
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(g)
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[ ]
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A
parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G)
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(h)
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[ ]
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A
savings association as defined in section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
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(i)
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[ ]
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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).
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(j)
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[ ]
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Group,
in accordance with section
240.13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership.
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Item
5.
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Ownership
of Five Percent or Less of a Class
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company.
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Item
8.
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Identification
and Classification of Members of the
Group.
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Item
9.
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Notice
of Dissolution of Group
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Item
10.
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Certification.
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INSIGHT
CAPITAL RESEARCH & MANAGEMENT, INC.
By: James
Foran, CCO
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