Nova Ltd. — Investor Presentation 2013

Jan 15, 2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

January 15, 2013

Commission File No.: 000-30688

NOVA MEASURING INSTRUMENTS LTD.

(Translation of registrant’s name into English)

Building 22 Weizmann Science Park, Rehovot P.O.B 266 Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F S Form 40-F £

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2 (b) under the Securities Exchange Act of 1934.

Yes £ No S

Attached hereto and incorporated by way of reference herein are the slide presentations to be presented at the 15th Annual Needham Growth Conference in New York on January 15,

SIGNATURES

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, thereunto duly authorized.

NOVA MEASURING INSTRUMENTS LTD. (Registrant)

Date: January 15, 2013

By: /s/ Dror David

—————————————— Dror David Chief Financial Officer

Investors Presentation

Gabi Seligsohn, President & CEO Dror David, CFO January 2013

- This presentation includes statements that constitute forward looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievements to be materially different than expressed or implied - by these forward looking statements. You should not place undue reliance on forward looking statements since they involve known and unknown risks, uncertainties and other factors which are in some cases beyond our control and which could materially affect actual results, level of activity, performance or achievements. These risks and other factors include but are not limited to: our dependency on two product lines; the highly cyclical nature of the markets we target; our inability to reduce spending during a slowdown in the semiconductor industry; our ability to respond effectively on a timely basis to rapid technological changes; our dependency on OEM suppliers; cyber security risks; risks related to open source technologies; our ability to retain our competitive position despite the ongoing consolidation in our industry; risks associated with our dependence on a single manufacturing facility; our ability to expand our manufacturing capacity or marketing efforts to support our future growth; our dependency on a small number of large customers and small number of suppliers; our dependency on our key employees; risks related to changes in our order backlog; risks related to the financial, political and environmental instabilities in Asia; risks related to our intellectual property; changes in customer demands for our products; new product offerings from our competitors; changes in or an inability to execute our business strategy; unanticipated manufacturing or supply problems; changes in tax requirements; changes in customer demand for our products; risks related to currency fluctuations and risks related to our operations in Israel.

The matters discussed in this presentation also involve risks and uncertainties summarized under the heading “Risk Factors” in Nova’s most recent Annual Report on Form 20-F filed with the Securities and Exchange Commission. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission.

- Any forward looking statements contained in this presentation are made as of the presentation date and Nova - Measuring Instruments Ltd. is under no obligation to revise or update these forward looking statements. Certain of the information contained herein concerning economic trends and performance is based upon or derived from information provided by third party consultants and other industry sources. We have not independently verified and cannot assure the accuracy of any data obtained by or from these sources.

Nova confidential & proprietary information

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• Pure player in the semiconductors optical metrology market, enjoying strong business fundamentals:

  • Nova is exposed to the highest growing semiconductor applications serving industry leading manufacturers

  • Nova continuously outperforms the industry

  • Nova is entering the emerging market of 3D interconnect

• Strong balance sheet with over $85M in cash reserves available to support the Company’s growth plans

Nova confidential & proprietary information

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• Founded in 1993 - IPO in 2000 (NASDAQ - NVMI)

• Headquarters: Rehovot, Israel

• Global presence:

  • Asia Pacific -

    • Taiwan, Korea, Singapore, China

  • United States, Japan and Europe

• Employees: 370

• Active installed base >1200

  • systems

• Listed on NASDAQ and

  • Tel-Aviv Stock Exchange

Nova confidential & proprietary information

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----- Start of picture text ----- Optical CD - leading and emerging technologyScatterometryViewIntegratedCircuit DieSemiconductorWafer Cross-Section Same View UsingView Using Electron Optical CDMicroscopeNova confidential & proprietary information 4----- End of picture text -----

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----- Start of picture text ----- Process control for current and future technologies----- End of picture text -----

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----- Start of picture text ----- Nova confidential & proprietary information 5----- End of picture text -----

Memory: NAND: Design win 1Y (<10nm) DRAM: < 30nm Foundry: Ramping 28 nm. Design wins: 20,14,11 nm

2012/3 Semi Market - Capital Spending Strong position with leading market spenders Source: Barclays, Needham Nova confidential & proprietary information 6

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----- Start of picture text ----- Foundry RevenueSource: Gartner----- End of picture text -----

Foundry revenues and spending will continue to grow

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----- Start of picture text ----- NAND Outlook----- End of picture text -----

Capitalize on strong presence in memory once spending resumes

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----- Start of picture text ----- Source: Micron, Gartner----- End of picture text -----

Nova confidential & proprietary information

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----- Start of picture text ----- Nova’s winning strategyProviding an excellent platform for further growthShortest Time Best Solutionto Solution QualityBest Nova Best Tool-to-Reliability Tool MatchingOptical CDDifferentiationClusterHighest Excellent GlobalThroughput Services* Process Equipment ManufacturersNova confidential & proprietary information 8----- End of picture text -----

Expecting a further SAM increase of ~ $100M for 3D-IC starting in 2013/14*

Becoming a Unified Metrology Market - All Addressable by Optical Thin Film Metrology $284M - Expansion of Nova’s Copper Metrology Addressable Market - CD Metrology

Nova confidential & proprietary information

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----- Start of picture text ----- Source: Gartner----- End of picture text -----

Nova confidential & proprietary information

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----- Start of picture text ----- Nova’s TAM more than tripled 2009-2012Process control needs expand as geometries shrink2013 Opportunity (<28nm)Wafer In Wafer OutImplant Litho Etch CVD/EP CMP-$150M $200M Opportunity<65nm$30-40 MNotes: Company data. Based on Foundry with 100,000 wafer starts per month (updated 1/2013)Nova confidential & proprietary information 11----- End of picture text -----

Foundry Nova significantly outperforms industry’s 5 year CAGR (2011/2012: Nova -8% vs. Industry -17%) Source: * Nova Q4/2012 mid point guidance, Gartner Q4/2012, Needham & Co.

Nova confidential & proprietary information 12

• Successful launch of Integrated and stand alone metrology:

  • NovaT600 - selected for 11nm/14nm/20nm at multiple foundries

  • Nova i500 - selected for 11nm/14nm/20nm/30nm at multiple memory and foundries

  • First shipment of 450mm tool to major PEM partner for early development

• New product introduction for the 3D Interconnect market:

  • Multiple orders and installations at multiple customers

  • Several interactions with additional customers

  • Well positioned to take advantage once industry adopts in HVM

Nova confidential & proprietary information

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Industry Review: 2012 and Beyond

			Expected Contribution to IC growth 2013
			Share of Growth
TabletSemiconductorContent	% of TabletBOM		28.2%
NAND Flash Memory	7%	P	16.3%
Mobile DDR DRAM	7%	P	14.5%
App Processor	5%	P
Baseband / RF	4%	P	11.3%
Wi-Fi / BT	2%	P	7.5%
Power Management	2%	P
Accelerometer	1%	P	7.3%
Memory Controller	1%	P	5.5%
Touch Controller	1%	P	0.9%
GPS	<1%	P
Touch Screen Driver	<1%	P	8.6%
Audio Codec	<1%	P

Nova confidential & proprietary information

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• WSPM - Wafer Starts Per Month

Nova confidential & proprietary information

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High performance low power - new chip designs are the enablers

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----- Start of picture text ----- 3D Gates for foundries3D Gates for FlashSource: Intel, IDC, Company records17----- End of picture text -----

Nova confidential & proprietary information

Nova 2012 and beyond

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----- Start of picture text ----- The need: Low power high performance2010 2012 onwardsPlanar Transistor 3D Transistor3DDevicesRequires significant increase in number of Etch and CMP layersMulti-Chip Packaging with TSVSingle Chip3D ICIntegrationNova introducing novel TSV metrology solution in time for transition to production19----- End of picture text -----

Nova confidential & proprietary information

Strong end market position and excellent technological collaboration with leading PEM’s

• 28nm ramp up at � Critical etch steps � Transition to 450mm by 6 foundries and 20nm at requiring closer leading customers NAND production sites monitoring leading to expected to start 2015/16

• � Transition to 3D gates enhanced transition to IM onwards Optical CD the ONLY for etch � IM use expected to way to measure and � Gradual move to 3D significantly extend given control interconnect by all wafer cost and process leading customers, and complexity ramp up during 2014

• � 20nm ramp up in foundries

Continue to enhance infrastructure and customer technology

Nova confidential & proprietary information

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Product strategy drives high margins

Nova confidential & proprietary information

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----- Start of picture text ----- Total Revenues 100% 100%Products Revenues 83% 80%Services Revenues 17% 20% 15% - 20%Total Gross Margins 56% 54% 55%Products Gross Margins 61% 60% 58%+Services Gross Margins 36% 30% 30%+Total Operating Expenses 32% 42% 30% - 35%R&D, net 18% 26% 16% - 19%SG&A 14% 16% 14% - 16%Operating Margin 24% 12% 20% - 25%----- End of picture text -----

• 2012 Forecast - based on mid range of Q4/12 guidance Nova confidential & proprietary information 22

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----- Start of picture text ----- Ability to continue growth is well foundedProviding an excellent platform for further growthExpanded Customer Base-Turning penetrations into multitool accountsIndustry New strategic InitiativesMid cycle behavior Further 3D-IC market; 450mmWell positioned where money will GrowthNew Products and featuresbe spentAccelerating Op CD AdoptionOutpacing industry growth rateExpanding Fab footprintLitho Etch CVD/EP CMPNova confidential & proprietary information 23----- End of picture text -----