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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
AUGUST 28, 1997
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Date of Report (Date of earliest event reported)
CREDENCE SYSTEMS CORPORATION
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(Exact name of registrant as specified in charter)
DELAWARE 0-22366 94-2878499
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
215 FOURIER AVENUE, FREMONT, CALIFORNIA 94539 92126
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 657-7400
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N/A
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(Former name or former address, if changed since last report.)
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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.
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SIGNATURES
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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
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(Registrant)
Date: September 4, 1997 By /s/ Richard Y. Okumoto
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Name: Richard Y. Okumoto
Title: Executive Vice President, Chief
Financial Officer and Secretary
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INDEX TO EXHIBITS
Exhibit No. Description Page
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99.1 Press Release disseminated August 28, 1997
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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.
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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.
