-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GKW+Dc1oH2s5BkKSE8pBjAwsFCZK/Mg6C6v0IPaI15dfcvHpVcs8XXA1AIv01NAo NegQmdeR1wq9rV7SDDz+zw== 0000950103-05-001552.txt : 20050611 0000950103-05-001552.hdr.sgml : 20050611 20050606151213 ACCESSION NUMBER: 0000950103-05-001552 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050606 DATE AS OF CHANGE: 20050606 GROUP MEMBERS: FRANCISCO PARTNERS GP, LLC GROUP MEMBERS: FRANCISCO PARTNERS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CREDENCE SYSTEMS CORP CENTRAL INDEX KEY: 0000893162 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 942878499 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43367 FILM NUMBER: 05880371 BUSINESS ADDRESS: STREET 1: 215 FOURIER AVE CITY: FREMONT STATE: CA ZIP: 94539 BUSINESS PHONE: 5106577400 MAIL ADDRESS: STREET 1: 215 FOURIER AVE CITY: FREMONT STATE: CA ZIP: 94539 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NPTEST HOLDING LLC CENTRAL INDEX KEY: 0001271842 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O FRANCISCO PARTNERS LP STREET 2: 2882 SAND HILL RD CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13D/A 1 jun0305_13da3.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 3)


CREDENCE SYSTEMS CORPORATION
(Name of Issuer)


Common Stock
$0.001 Par Value
(Title of Class of Securities)


225302108
(CUSIP Number)


Gerald Morgan
Francisco Partners, L.P.
2882 Sand Hill Road, Suite 280
Menlo Park, CA 94025
(650) 233-2900
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)


June 2, 2005
(Date of Event which Requires Filing of this Statement)



          If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  o.

          Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.







 

CUSIP No. 225302108 13D Page 2 of 6 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

NPTest Holding, LLC 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) o 
3 SEC USE ONLY
4 SOURCE OF FUNDS 
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 o 
 
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 		7 SOLE VOTING POWER
8 SHARED VOTING POWER
10,303,600 
9 SOLE DISPOSITIVE POWER

 
10 SHARED DISPOSITIVE POWER
10,303,600 
 
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,303,600 
 
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o 
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.50%
 
14 TYPE OF REPORTING PERSON
OO
 

 





CUSIP No. 225302108 13D Page 3 of 6 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Francisco Partners LP 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) o 
3 SEC USE ONLY
4 SOURCE OF FUNDS 
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 o 
 
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 		7 SOLE VOTING POWER
8 SHARED VOTING POWER
10,303,600 
9 SOLE DISPOSITIVE POWER

 
10 SHARED DISPOSITIVE POWER
10,303,600
 
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,303,600
 
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.50%
 
14 TYPE OF REPORTING PERSON
PN
 

 





CUSIP No. 225302108 13D Page 4 of 6 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Francisco Partners GP, LLC 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) o 
3 SEC USE ONLY
4 SOURCE OF FUNDS 
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 o 
 
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 		7 SOLE VOTING POWER
8 SHARED VOTING POWER
10,303,600
9 SOLE DISPOSITIVE POWER

 
10 SHARED DISPOSITIVE POWER
10,303,600
 
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,303,600
 
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.50%
 
14 TYPE OF REPORTING PERSON
OO
 

 





 

          NPTest Holding, LLC, a Delaware limited liability corporation, Francisco Partners, L.P., a Delaware limited liability partnership and Francisco Partners GP, LLC, a Delaware limited liability company (together, the “Reporting Persons”), hereby amend and supplement the statement on Schedule 13D previously filed by them with respect to the Common Stock, par value $0.001 per share (the “Shares”), of Credence Systems Corporation, a Delaware corporation (the “Issuer”), beneficially owned by them. Except as amended and supplemented hereby, the statement on Schedule 13D, as heretofore amended and supplemented, remains in full force and effect.

 Item 5. Interest in Securities of the Issuer.

          On June 2, 2005 NPTest Holding, LLC sold 5,000,000 Shares at a price of $8.14 per share to Citigroup Global Markets Inc. (the “Broker”) in a “broker’s transaction” as that term is defined by Rule 144 promulgated under the Securities Act of 1933, as amended.

          At the completion of the sale of the 5,000,000 Shares to the Broker, NPTest Holding, LLC acquired 6,657,400 Shares pursuant to the conversion of 66,574 shares of non-voting convertible stock of the Issuer.

          As of the date of the filing of this statement, the Reporting Persons beneficially own 10,303,600 Shares of the Issuer, representing approximately 10.50% of the Issuer’s outstanding Shares. The percentage of the Issuer’s outstanding Common Stock reported herein as beneficially owned by the Reporting Person is based on 98,127,076 Shares of the Issuer outstanding at June 3, 2005.

Page 5 of 6







SIGNATURE

          After reasonable inquiry and to the best of knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

          Date: June 3, 2005

  NPTEST HOLDING, LLC

  By: FRANCISCO PARTNERS GP, LLC,
Its Managing Member


  By: /s/ Gerald Morgan
   
    Name:
Title:		 Gerald Morgan
Managing Director


SIGNATURE

          After reasonable inquiry and to the best of knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

          Date: June 3, 2005

  FRANCISCO PARTNERS L.P.,

  By: FRANCISCO PARTNERS GP, LLC,
Its General Partner,


  By: /s/ Gerald Morgan
   
    Name:
Title:		 Gerald Morgan
Managing Director


SIGNATURE

          After reasonable inquiry and to the best of knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

          Date: June 3, 2005

  FRANCISCO PARTNERS GP, LLC,


  By: /s/ Gerald Morgan
   
    Name:
Title:		 Gerald Morgan
Managing Director



Page 6 of 6

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