-----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, AtBwZCfDFlnFX479S725IYnZ/wSzDM15lA4DvCanrfh9fnBAGIzeQtZyPuRDDNt7 Six8wzRn1jeP6ZKacZAw4w== 0000898430-97-003798.txt : 19970912 0000898430-97-003798.hdr.sgml : 19970912 ACCESSION NUMBER: 0000898430-97-003798 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970828 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970904 SROS: NASD FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-22366 FILM NUMBER: 97675110 BUSINESS ADDRESS: STREET 1: 42808 CHRISTY ST CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5106577400 MAIL ADDRESS: STREET 1: 42808 CHRISTY STREET CITY: FREMONT STATE: CA ZIP: 94538 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 AUGUST 28, 1997 --------------- Date of Report (Date of earliest event reported) CREDENCE SYSTEMS CORPORATION ---------------------------- (Exact name of registrant as specified in charter) DELAWARE 0-22366 94-2878499 - ------------------------------- ------------- --------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 215 FOURIER AVENUE, FREMONT, CALIFORNIA 94539 92126 - ---------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (510) 657-7400 -------------- N/A - ---------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events. In a press release disseminated on August 28, 1997, the Registrant publicly announced that it intends, subject to market and other conditions, to raise $100 million in a private placement of convertible subordinated notes and up to $15 million if an over-allotment option to be granted to the initial purchaser were to be exercised in full. A copy of the press release is attached hereto and incorporated herein by reference. In August 1997, the Registrant completed the acquisition of the fault simulation and test program development products business of Zycad Corporation. Item 7. Financial Statements and Exhibits A copy of Registrant's press release announcing a private placement of convertible subordinated notes is attached hereto as an exhibit and incorporated herein by reference. 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 hereunto duly authorized. CREDENCE SYSTEMS CORPORATION ---------------------------- (Registrant) Date: September 4, 1997 By /s/ Richard Y. Okumoto ---------------------------- Name: Richard Y. Okumoto Title: Executive Vice President, Chief Financial Officer and Secretary INDEX TO EXHIBITS Exhibit No. Description Page ----------- ----------- ---- 99.1 Press Release disseminated August 28, 1997 EX-99.1 2 PRESS RELEASE DATED 8/28/1997 EXHIBIT 99.1 For More Information Contact: Editorial: Financial: Connie Graybeal Bill Bottoms Corporate Communications Chief Executive Officer 510-657-7400 510-657-7400 The Loomis Group Richard Okumoto 415-882-9494 Chief Financial Officer 510-657-7400 PROPOSED PRIVATE PLACEMENT OF $100 MILLION CONVERTIBLE SUBORDINATED NOTES Business Editors/High Tech Writers Fremont, California -- (BUSINESS WIRE) -- August 28, 1997 -- Credence Systems Corporation (NASDAQ NMS: CMOS) today announced that, subject to market and other conditions, it intends to raise $100 million (excluding any proceeds of the over-allotment option) through a private placement of convertible subordinated notes within the United States to qualified institutional investors and outside the United States to non-U.S. investors. It is contemplated that the notes will have a term of five years and be convertible into Credence common stock. The Company stated that it intends to use the net proceeds of the offering for possible acquisitions and for general corporate purposes, including working capital. The securities to be offered will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States absent registration under the Securities Act of 1933 and applicable state securities laws or available exemptions from registration requirements. Credence Systems Corporation is a leading manufacturer of automatic test equipment (ATE) that serves a broad spectrum of the worldwide semiconductor industry's testing needs. Credence offers a wide range of products with test capabilities for digital, mixed-signal, and non-volatile memory semiconductors. Credence utilizes its proprietary CMOS technologies to design products that provide a lower cost of ownership while meeting the increasingly demanding performance requirements of today's ATE market. The Company is headquartered in Fremont, California, with manufacturing in Beaverton, Oregon and Fremont, California. Credence is listed on the Nasdaq National Market under the symbol CMOS. ### Credence, and Credence Systems are trademarks of Credence Systems Corporation. Other trademarks which may be mentioned in this release are the intellectual property of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----