8-K

UNITED STATES

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

Date of Report (Date of Earliest Event Reported): October 29, 2005

CREDENCE SYSTEMS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE	000-22366	94-2878499
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1421 California Circle Milpitas, California	95035
(Address of Principal Executive Offices)	(Zip Code)

408-635-4300

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 - Corporate Governance and Management

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Dr. Graham J. Siddall, the Executive Chairman of Credence Systems Corporation (the “Company”) and a member of the Board of Directors of the Company, informed the Company on October 29, 2005 that he will be resigning his position as the Executive Chairman and as a member of the Company’s Board of Directors effective October 31, 2005. Dr. Siddall’s resignation letter dated October 29, 2005 is attached hereto as Exhibit 99.1.

The press release issued on October 31, 2005 by the Company announcing Mr. Siddall’s resignation is attached hereto as Exhibit 99.2 and incorporated herein by reference in its entirety.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed with this Current Report on Form 8-K:

Exhibit Number	Description
99.1	Resignation Letter from Dr. Graham Siddall dated October 29, 2005.
99.2	Press Release issued October 31, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CREDENCE SYSTEMS CORPORATION
By:	/s/ Byron W. Milstead
	Byron W. Milstead
	Vice President, General Counsel and
	Assistant Secretary

Date: October 31, 2005

EXHIBIT INDEX

Exhibit Number	Description
99.1	Resignation Letter from Dr. Graham Siddall dated October 29, 2005.
99.2	Press Release issued October 31, 2005.

EX-99.1

Exhibit 99.1

Dr. Graham J. Siddall

4 Lassen Court

Menlo Park, California 94025

October 29, 2005

David A. Ranhoff

President and CEO

Credence Systems Corporation

1421 California Circle

Milpitas, CA 95035

Dear Dave:

As a result of my desire to pursue other opportunities, I am tendering my resignation as Executive Chairman and a member of Credence’s Board of Directors. This resignation is effective as of October 31, 2005. In addition, I hereby tender my resignation as a director of any and all Credence subsidiaries, effective at such time as my successors have been qualified and duly elected or appointed.

Nothing herein shall be deemed to abrogate my rights or obligations under the terms of that certain Executive Succession Agreement, dated November 5, 2004.

Very truly yours,

/s/ Graham J. Siddall

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

Press Release

Company Contact:

Judy A.E. Dale

Vice President, Marketing Communications and Investor Relations

Credence Systems Corporation

Phone: 408-635-4309

FAX: 408-635-4986

E-mail: judy_dale@credence.com

Dr. Graham Siddall Retires as Credence Systems’

Executive Chairman of the Board

MILPITAS, California, October 31, 2005 – Credence Systems Corporation (Nasdaq: CMOS), a leading provider of test solutions from design to production for the worldwide semiconductor industry, today announced that Dr. Graham Siddall has stepped down as executive chairman and as a member of the Credence Board of Directors. Siddall has served as executive chairman of Credence since January 2005, after serving as president and chief executive officer since 1999. Dave Ranhoff succeeded Siddall as the company’s president and chief executive officer earlier this year.

“My retirement was a planned next step in the strategic succession plan developed by the executive team and the board of directors several years ago,” said Dr. Graham Siddall. “Dave has leveraged his experience at Credence to ensure a smooth transition in corporate leadership and I have great faith in his ability to provide the company with the strategic vision required to maintain its technological edge. My tenure at Credence has been exciting, demanding and challenging, but after twenty-five years in the semiconductor equipment industry, I’m looking forward to having more time to devote to my other interests. I am very proud of what we’ve accomplished at Credence during my tenure and I’m especially grateful for the loyalty, dedication and commitment shown by our employees during my time with the company.”

“Graham was instrumental in leading Credence during a period of rapid technological change and economic uncertainty in the semiconductor industry,” said Dave Ranhoff, president and

chief executive officer of Credence Systems Corporation. “He strategically built the company into an industry leader and I appreciate his support over the last year to ensure a smooth transition in leadership.”

Dr. Graham Siddall has served as chairman of the board of directors and chief executive officer since August 2001. Before joining Credence Systems Corporation, Dr. Siddall was an executive vice president of KLA-Tencor Corporation, a leading supplier of process control and yield management equipment for the semiconductor industry. Prior to the merger of Tencor Instruments and KLA Instruments, Dr. Siddall served as chief operating officer and executive vice president of Tencor Instruments. He has served as president of research, development and engineering at GCA Corporation in addition to various senior management positions at Hewlett-Packard Laboratories, W.W. Hansen Laboratory of Physics at Stanford University and Rank Taylor Hobson.

About Credence

Credence Systems Corporation is the industry’s leading provider of design-to-test solutions for the global semiconductor industry. With a commitment to applying innovative technology to lower the cost-of-test, Credence delivers competitive cost and performance advantages to integrated device manufacturers (IDMs), wafer foundries, outsource assembly and test (OSAT) suppliers and fabless chip companies worldwide. A global, ISO 9001-certified company with a presence in 20 countries, Credence is headquartered in Milpitas, California. More information is available at http://www.credence.com.

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Credence is a registered trademark, and Credence Systems is a trademark of Credence Systems Corporation. Other trademarks that may be mentioned in this release are the intellectual property of their respective owners.