<PAGE>
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
September 10, 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 Corporation) File Number) Identification No.)
215 Fourier Avenue, Fremont, California 94539
- --------------------------------------------------------------------------------
(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)
<PAGE>
Item 9. Sales of Equity Securities Pursuant to Regulation S.
On September 10, 1997, the Registrant completed the issuance and sale of
$100,000,000 aggregate principal amount 5-1/4% Convertible Subordinated Notes
due September 15, 2002 (the "Notes"). The Notes were sold in a private
transaction to the initial purchaser, Smith Barney Inc., which received total
discounts and commissions of $2,500,000. The Registrant also granted to Smith
Barney Inc. a 30-day option to purchase up to an additional $15,000,000
aggregate principal amount of Notes on the same terms as those sold on
September 10, 1997 and solely to cover over-allotments, if any.
Resales of the Notes will be made by Smith Barney Inc. within the
United States in the amount of $98,800,000 to qualified institutional buyers in
accordance with Rule 144A promulgated under the Securities Act of 1933, as
amended (the "Act"), and outside the United States in the amount of $200,000 to
non-United States persons in accordance with Regulation S promulgated under the
Act.
The Notes are convertible into Common Stock of the Company at a
conversion price of $69.15 per share at any time at or before maturity unless
previously redeemed. The Notes are not redeemable by the Registrant prior to
September 20, 2000. Thereafter, the Notes are redeemable at the option of the
Registrant, in whole or in part, together with accrued interest. Upon the
occurrence of certain events, each holder of the Notes has the right to
require the Registrant to repurchase such holder's Notes at a purchase price
equal to 100% of the principal amount thereof, plus accrued interest. The
Notes are unsecured obligations of the Registrant and are subordinate to
certain present and future senior indebtedness.
<PAGE>
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 herunto duly authorized.
CREDENCE SYSTEMS CORPORATION
--------------------------------
(Registrant)
Date: September 11, 1997 By: \s\ Richard Y. Okumoto
-----------------------------
Name: Richard Y. Okumoto
Title: Executive Vice President,
Chief Financial Officer
and Secretary
