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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
SEPTEMBER 5, 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 September 5, 1997, the Registrant
publicly announced that it has sold $100 million of 5 1/4% convertible
subordinated notes due 2002. The Offering is expected to close on September 10,
1997 and the Registrant has granted to the initial purchaser a 30-day option to
purchase an additional $15 million of notes to cover over-allotments, if any. A
copy of the press release is attached hereto and incorporated herein by
reference.
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 5, 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 September 5, 1997
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
NEWS RELEASE
Agency Contact: Company Contact:
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Bruce Bedortha Connie Graybeal
The Loomis Group Credence Systems Corporation
415.882.9494 or 415.882.7209 fax 510.623.4774 or 510.623.2524 fax
E-mail: [email protected] E-mail: [email protected]
CREDENCE SYSTEMS CORPORATION SELLS $100 MILLION
CONVERTIBLE SUBORDINATED NOTES DUE 2002
FREMONT, Calif. -- (BUSINESS WIRE) -- Sept. 5, 1997 -- Credence Systems
Corporation (NASDAQ NMS:CMOS) announced today that it has sold $100 million of
5 1/4% convertible subordinated notes due 2002 through a private placement
within the U.S. to qualified institutional buyers in accordance with Rule 144A
and outside the U.S., to non-U.S. persons. The notes are convertible into
common stock of the Company at a conversion price of $69.15 per share. The
offering is expected to close on September 10, 1997. The Company has granted
to Smith Barney Inc., the initial purchaser, a 30-day option to purchase an
additional $15 million of notes to cover over-allotments, if any. No other
terms were disclosed.
The Company intends to use the net proceeds of the offering for
possible acquisitions and for general corporate purposes, including working
capital.
This announcement is neither an offer to sell nor a solicitation to
buy any of these securities.
The securities 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 memory
semiconductors. The Company utilizes its proprietary CMOS technologies to
design products that provide a lower total cost of ownership than many
competing products while meeting the increasingly demanding performance
requirements of today's ATE market. The Company is headquartered in Fremont,
California, with manufacturing in Beaverton, Oregon. Credence is listed on the
Nasdaq National Market under the symbol CMOS.
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Credence, Credence Systems, are trademarks of Credence Systems Corporation.
Other trademarks mentioned in this release are the intellectual property of
their respective owners.
